FREEPORT-MCMORAN INC — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FREEPORT MCMORAN COPPER & GOLD INC (FCX)
CIK: 0000831259
Period of Report: 2011-03-03

Reporting Person: RANKIN B M JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Common Stock	J	200000	—	Disposed	385360	Indirect
2011-03-03	Common Stock	P	200000	—	Acquired	585360	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	Forward Sale Contract (right/obligation to sell)	$	J	1	Disposed	2011-03-03	Common Stock (200000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	127000	Direct

Footnotes

F1: Amount beneficially owned includes 10,000 Common Stock Restricted Stock Units. On February 1, 2011, the Issuer effected a two-for-one stock split, thus the referenced share amounts reflect the post-split adjustments to shares previously held.

F2: On March 3, 2011, Rankin Interests Limited Partnership (the "LP") settled a range forward sale contract that was entered into on March 3, 2010 with a securities broker. The contract obligated the LP to deliver to the broker 200,000 shares of the Issuer's Common Stock on March 3, 2011 (the "Maturity Date"), with the sale price to be determined and paid on the Maturity Date according to the below formula (share numbers and prices have been adjusted to reflect stock splits and dividends paid during the term of the contract):

F3: (i) if the closing price of a share of Common Stock on the Maturity Date is $31.325 (the Downside Protection Price) or less, the sale price will be $31.325 per share, (ii) if the closing price of a share of Common Stock on the Maturity Date is $46.525 (the Capped Upside Participation Price) or more, the sale price will be $46.525 per share, and (iii) if the closing price of a share of Common Stock on the Maturity Date is between $31.325 and $46.525, the sale price will be the closing price on Maturity Date.

F4: As provided in the contract, the LP elected to settle the contract for cash and retain ownership of the shares in exchange for a payment to the broker representing the difference between the Capped Upside Participation Price ($46.525) and the closing price on the Maturity Date ($52.40).