8-K

				      8-K

		      SECURITIES AND EXCHANGE COMMISSION

			    Washington, D.C.  20549

				   FORM 8-K


			  CURRENT REPORT PURSUANT TO
			    SECTION 13 OR 15(d) OF
			  THE SECURITIES EXCHANGE ACT
				    OF 1934

	      Date of Report (Date of earliest event reported) -
				 July 22, 1994



		      FREEPORT-MCMORAN COPPER & GOLD INC.



   Delaware                   1-9916           74-2480931


- - ---------------            ------------      ---------------
(State or other            (Commission       (IRS Employer
jurisdiction of            File Number)      Identification
incorporation or                                 Number)
organization)


	    First Interstate Bank Building, One East First Street,
			Suite 1600, Reno, Nevada 89501

	      Registrant's telephone number, including area code:
				(702) 688-3000

Item 5.  Other Events.

	       In connection with the issuance of depositary shares (the
"Depositary Shares") each initially representing .025 shares of
Silver-Denominated Preferred Stock of Freeport-McMoRan Copper & Gold Inc., a
Delaware corporation (the "Company") under a Registration Statement on Form
S-3, as amended (Reg. No. 33-52503), the Company entered into (i) an
underwriting agreement, dated July 22, 1994, among the Company, Lehman
Brothers Inc., Goldman, Sachs & Co., Kidder, Peabody & Co. Incorporated,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and S.G. Warburg & Co. Inc.
relating to Depositary Shares offered initially inside the United States (the
"U.S. Underwriting Agreement") and (ii) an underwriting agreement, dated July
22, 1994, among the Company, Lehman Brothers International (Europe), Goldman
Sachs International, Kidder, Peabody International plc, Merrill Lynch
International Limited and S.G. Warburg Securities Ltd. relating to the
Depositary Shares offered initially outside the United States (the
"International Underwriting Agreement").

	  The information set forth in the U.S. Underwriting Agreement and the
International Underwriting Agreement, copies of which are attached hereto as
Exhibits 99.1 and 99.2, is incorporated herein by reference.



Item 7.  Exhibits

	     See the Exhibit Index below.

				   SIGNATURE

	       Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

September 29, 1994

				 FREEPORT-McMoRan COPPER & GOLD INC.

				 By:  /s/ John T. Eads
				    --------------------------------
				     John T. Eads
				     Controller - Financial
				     Reporting


				 EXHIBIT INDEX


Exhibit
  No.                Exhibit Name
- - -------              ------------

99.1                 U.S. Underwriting Agreement

99.2                 International Underwriting Agreement

EX-99.1

								CONFORMED COPY
			       3,810,000 Shares

		      FREEPORT-McMoRan COPPER & GOLD INC.

			       Depositary Shares
		 Each Initially Representing 0.025 Shares of
		      Silver-Denominated Preferred Stock
			  (Par Value $0.10 Per Share)

			  U.S. UNDERWRITING AGREEMENT


								 July 22, 1994


LEHMAN BROTHERS INC.
GOLDMAN, SACHS & CO.
KIDDER, PEABODY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER &
  SMITH INCORPORATED
S.G.WARBURG & CO. INC.
As Representatives (the "Representatives") for each of
  the several U.S. Underwriters named in Schedule 1,
c/o LEHMAN BROTHERS INC.
American Express Tower
World Financial Center
200 Vesey Street
New York, New York  10285

Dear Sirs:

	      Subject to all of the terms and conditions herein set forth,
Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the
"Company"), proposes to sell to the U.S.  Underwriters named in Schedule 1
hereto (the "U.S.  Underwriters") 3,810,000 shares (the "Firm Stock") of
the Company's Depositary Shares (the "Depositary Shares"), each initially
representing 0.025 Shares of Silver-Denominated Preferred Stock, par value
$0.10 per share (the "Securities"), and to grant to the U.S.  Underwriters
an option to purchase up to an additional 570,000 Depositary Shares (the
"Option Stock").  The Securities are to be deposited by the Company against
delivery of Depositary Receipts ("Depositary Receipts") evidencing the
Depositary Shares, which are to be issued by Mellon Securities Trust
Company, as depositary (the "Depositary"), under a Deposit Agreement, to be
dated as of July 25, 1994 (the "Deposit Agreement"), among the Company, the
Depositary and the holders from time to time of the Depositary Receipts
issued thereunder.  The Firm Stock and the Option Stock, if purchased, are
hereinafter collectively called the "Stock." This is to confirm the
agreement concerning the purchase of the Stock from the Company by the U.S.
Underwriters.

	      It is understood by all parties that the Company is
concurrently entering into an agreement dated the date hereof (the
"International Underwriting Agreement") providing for the sale by the
Company of up to 1,092,320 Depositary Shares (consisting of 950,000 shares
of International Firm Stock and up to 142,320 shares of International
Option Stock (each as defined therein))  (the "International Stock")
through arrangements with certain underwriters outside the United States

(collectively, the "International Managers"), for whom Lehman Brothers
International (Europe), Goldman Sachs International, Kidder, Peabody
International plc, Merrill Lynch International Limited and S.G.  Warburg
Securities Ltd. are acting as lead managers.  The U.S.  Underwriters and
the International Managers are simultaneously entering into an agreement
between the U.S. and international underwriting syndicates (the "Agreement
Between U.S.  Underwriters and International Managers") which provides for,
among other things, the transfer of Depositary Shares between the two
syndicates.  Two forms of prospectus are to be used in connection with the
offering and sale of Depositary Shares contemplated by the foregoing, one
relating to the Stock and the other relating to the International Stock.
The latter form of prospectus will be identical to the former except for
certain substitute pages.  Except as used in Sections 2, 3, 4, 9 and 10
herein, and except as the context may otherwise require, references herein
to the Stock shall include all the Depositary Shares which may be sold
pursuant to either this agreement or the International Underwriting
Agreement, and reference herein to any prospectus whether in preliminary or
final form, and whether as amended or supplemented, shall include both the
U.S. and international versions thereof.

	      1.  Representations, Warranties and Agreements of the Company.
The Company represents, warrants and agrees that:

	      (a)  A registration statement on Form S-3 (File No. 33-52503)
       with respect to, among other things, the Securities and the
       Depositary Shares representing the Securities, including a
       prospectus, has been carefully prepared by the Company in conformity
       with the requirements of the Securities Act of 1933 ("Act") and the
       rules and regulations ("Rules and Regulations") of the Securities
       and Exchange Commission ("Commission") thereunder and filed with the
       Commission and has become effective.  Such registration statement
       and prospectus may have been amended or supplemented prior to the
       date of this Agreement; any such amendment or supplement was so
       prepared and filed and any such amendment filed after the effective
       date of such registration statement has become effective.  No stop
       order suspending the effectiveness of the registration statement or
       preventing or suspending the use of any Preliminary Prospectus (as
       hereinafter defined) has been issued and no proceeding for that
       purpose has been instituted or threatened by the Commission.  A
       prospectus supplement ("Prospectus Supplement") setting forth the
       terms of the Securities and the Depositary Shares and of their sale
       and distribution has been or will be so prepared and will be filed
       pursuant to Rule 424(b) of the Rules and Regulations on or before
       the second business day after the date hereof (or such earlier time
       as may be required by the Rules and Regulations); and the Rules and
       Regulations do not require the Company to, and, without the consent
       of the Representatives, the Company will not, file a post-effective
       amendment after the time of execution of this Agreement and prior to
       the filing of such Prospectus Supplement (other than any document
       filed under the Securities Exchange Act of 1934 (the "Exchange Act")
       that upon filing is deemed to be incorporated by reference therein).
       Copies of such registration statement and prospectus, any such
       amendment or supplement and all documents incorporated by reference
       therein that were filed with the Commission on or prior to the date
       of this Agreement (including one fully executed copy of the
       registration statement and of each amendment thereto for each of the
       Representatives and for counsel for the Underwriters) have been
       delivered to the Representatives.  Such registration statement, as
       it may have heretofore been amended, is referred to herein as the
       "Registration Statement", and the final form of prospectus included
       in the Registration Statement, as supplemented by the Prospectus
       Supplement, is referred to herein as the "Prospectus",

       which term shall also include (when used with respect to an offer or
       sale of Securities or Depositary Shares in Canada) the offering
       circular prepared by the Company for the purpose of making offers
       and sales of the Securities and Depositary Shares in Canada, in the
       form heretofore agreed upon.  Each form of Prospectus, Prospectus
       Supplement, or Prospectus and Prospectus Supplement, if any,
       heretofore made available for use in offering the Securities is
       referred to herein as a "Preliminary Prospectus".  Any reference
       herein to the Registration Statement, the Prospectus, any amendment
       or supplement thereto or any Preliminary Prospectus shall be deemed
       to refer to and include the documents incorporated by reference
       therein, and any reference herein to the terms "amend", "amendment"
       or "supplement" with respect to the Registration Statement or
       Prospectus shall be deemed to refer to the filing of any document
       with the Commission deemed to be incorporated by reference therein
       that has not heretofore been delivered to the Representatives.

	      (b)  Each part of the Registration Statement, when such part
       became or becomes effective, each Preliminary Prospectus, on the
       date of filing thereof with the Commission, and the Prospectus and
       any amendment or supplement thereto, on the date of filing thereof
       with the Commission and on each Delivery Date (as hereinafter
       defined), conformed or will conform in all material respects with
       the requirements of the Act and the Rules and Regulations; each part
       of the Registration Statement, when such part became or becomes
       effective, did not or will not contain an untrue statement of a
       material fact or omit to state a material fact required to be stated
       therein or necessary to make the statements therein not misleading;
       each Preliminary Prospectus, on the date of filing thereof with the
       Commission, and the Prospectus and any amendment or supplement
       thereto, on the date of filing thereof with the Commission and on
       each Delivery Date, did not or will not include an untrue statement
       of a material fact or omit to state a material fact necessary to
       make the statements therein, in the light of the circumstances under
       which they were made, not misleading; provided that no
       representation or warranty is made as to information contained in or
       omitted from the Registration Statement or the Prospectus in
       reliance upon and in conformity with written information furnished
       to the Company by any Representative, through the Representatives by
       or on behalf of any U.S.  Underwriter or by any International
       Manager specifically for inclusion therein.

	      (c)  The documents incorporated by reference in the Registration
       Statement, the Prospectus, any amendment or supplement thereto or any
       Preliminary Prospectus, when they became or become effective under the
       Act or were or are filed with the Commission under the Exchange Act, as
       the case may be, conformed or will conform in all material respects
       with the requirements of the Act or the Exchange Act, as applicable,
       and the Rules and Regulations of the Commission thereunder.

	      (d)  The consolidated financial statements of the Company
       included or incorporated by reference in the Registration Statement
       and Prospectus present fairly the consolidated financial position of
       the Company as at the dates indicated and its consolidated results
       of operations and cash flows for the periods specified and have been
       prepared in conformity with generally accepted accounting principles
       applied on a consistent basis during the periods involved, except as
       indicated therein.

	      (e)  The Company does not have any subsidiaries that would
       constitute signicant subsidiaries within the meaning of Rule 405 under

       the Act other than P.T. Freeport Indonesia Company, a limited liability
       company organized under the laws of Indonesia and domesticated in
       Delaware ("PT-FI"), and Rio Tinto Minera, S.A., a limited liability
       company organized under the laws of Spain ("RTM").

	      (f)  Each of the Company, Eastern Mining Company, Inc., a
       Delaware corporation ("EMC"), and RTM has been duly incorporated and
       is validly existing as a corporation in good standing under the laws
       of its jurisdiction of incorporation;  PT-FI has been domesticated
       in the State of Delaware and is in good standing under the laws of
       its jurisdiction of domestication and is a limited liability company
       duly organized under the laws of the Republic of Indonesia; each of
       the Company, PT-FI, EMC and RTM has full power and authority
       (corporate and other) to own its properties and conduct its business
       as described in the Registration Statement and Prospectus; and each
       of the Company, PT-FI and EMC has been duly qualified as a foreign
       corporation for the transaction of business and is in good standing
       to the extent applicable under the laws of each other jurisdiction
       in which it owns or leases properties or conducts any business so as
       to require such qualification, except where the failure to be so
       qualified or in good standing, considering all such cases in the
       aggregate, does not involve a material risk to the business,
       properties, financial position or results of operations of the
       Company and its subsidiaries.

	      (g)  Except as contemplated in the Prospectus, subsequent to
       the respective dates as of which information is given in the
       Registration Statement and the Prospectus, none of the Company, PT-FI,
       EMC or RTM has incurred any liabilities or obligations, direct
       or contingent, or entered into any transactions, not in the ordinary
       course of business, that are material to the Company and its
       subsidiaries, and there has not been any material change, on a
       consolidated basis, in the capital stock, short-term debt or long-
       term debt of the Company and its subsidiaries, or any material
       adverse change in the prospects, or any material adverse change, or
       any development involving a prospective material adverse change, in
       the condition (financial or other), business, net worth or results
       of operations of the Company and its subsidiaries.

	      (h)  The Company has an authorized capitalization as set
       forth in the Prospectus, and all the issued shares of capital stock
       of the Company have been duly and validly authorized and issued and
       are fully paid and non-assessable; all the issued shares of capital
       stock of PT-FI and EMC have been duly and validly authorized and
       issued, are fully paid and non-assessable and the portion of such
       shares shown by the Prospectus as beneficially owned by the Company
       are so owned subject to no security interest, other encumbrance or
       adverse claim; and the shares of RTM subscribed for by the Company
       constitute all the issued and outstanding shares of RTM and the
       Company has good and marketable title to such shares, free and clear
       of any mortgage, lien, pledge, charge, security interest,
       encumbrance or other adverse claim of any kind and free of any other
       limitation or restriction (including any restriction on the right to
       vote, sell or otherwise dispose of such shares), except that the
       Company is currently negotiating a sale to a third party of
       approximately five percent of the stock of a subsidiary of the
       Company that acts as a holding company for the shares of RTM.

	      (i)  The Securities and the Depositary Shares have been duly
       authorized by the Company and the Securities, when issued and delivered
       against payment therefor as contemplated hereby, will be validly
       issued, fully paid and non-assessable; when the Depositary Receipts are
       issued in accordance with the provisions of the Deposit Agreement, such

       Depositary Receipts will entitle the holders thereof to the rights
       specified in such Depositary Receipts and in the Deposit Agreement; and
       the issuance of the Securities and the Depositary Shares are not
       subject to the preemptive rights of any stockholder of the Company.

	      (j)  Neither the Company nor any of its agents or other persons
       acting on its behalf (other than the U.S. Underwriters or the
       International Managers, as to which no representation is made), has
       marketed the Securities or the Depositary Shares as futures contracts
       or commodity options or, except to the extent necessary to describe the
       functioning of the Securities and Depositary Shares or to comply with
       applicable disclosure requirements, as having the characteristics of
       futures contracts or commodity options.

	      (k)  The Deposit Agreement has been duly authorized, and when
       duly executed and delivered by the Company, the Deposit Agreement
       will constitute a valid and binding obligation of the Company
       enforceable in accordance with its terms, subject to bankruptcy,
       insolvency, reorganization and other laws of general applicability
       relating to or affecting creditors' rights and to general equity
       principles; and the persons in whose names such Depositary Receipts
       are registered will be entitled to the rights specified in such
       Depositary Receipts and in the Deposit Agreement.

	      (l)  Pursuant to the terms of the Certificate of
       Designations, and as described in the Prospectus, the Securities are
       subject to mandatory redemption, out of funds legally available
       therefor, in equal portions by the Company on August 1 of each year
       commencing August 1, 1999 and concluding with the redemption of all
       remaining outstanding Securities on August 1, 2006.

	      (m)  The Depositary Shares, the Deposit Agreement and the
       Securities conform, or when so issued will conform, in all material
       respects to the descriptions thereof contained in the Prospectus.

	      (n)  The statements in the Prospectus under the captions
       "Relationship of the Company Group with the FTX Group", "Description of
       Preferred Stock" and "Description of Depositary Shares" and in the
       Prospectus Supplement under the captions "Description of
       Silver-Denominated Preferred Stock" and "Description of Depositary
       Shares", insofar as such statements constitute summaries of the
       documents and matters referred to therein, fairly and accurately
       present the information called for with respect to such documents and
       matters.

	      (o)  Except as set forth in the Prospectus, there is not pending
       or, to the knowledge of the Company, threatened, any action, suit or
       proceeding to which the Company, PT-FI, EMC or RTM is a party before or
       by any court or governmental agency or body, which could reasonably be
       expected to result in any material adverse change in the condition
       (financial or other), business, prospects, net worth or results of
       operations of the Company and its subsidiaries, or would reasonably be
       expected to materially and adversely affect the properties or assets
       thereof.

	      (p)  The issuance and delivery of the Depositary Shares and the
       Securities, the execution and delivery of this Agreement and the
       Deposit Agreement by the Company, the consummation by the Company of
       the transactions herein and therein contemplated, and the compliance by
       the Company with the terms hereof and thereof do not and will not

       conflict with, or result in a breach or violation of, any of the
       terms or provisions of, or constitute a default under, the
       Certificate of Incorporation or By-laws, as amended (or analogous
       documents), of the Company, PT-FI, EMC or RTM or the Certificate of
       Domestication of PT-FI or any indenture, mortgage, deed of trust,
       loan agreement or other agreement or instrument to which the
       Company, PT-FI, EMC or RTM is a party or by which any of their
       respective properties or assets are bound, or any applicable law,
       rule, regulation, judgment, order or decree of any government,
       governmental instrumentality or court, domestic or foreign, having
       jurisdiction over the Company, PT-FI, EMC or RTM or any of their
       respective properties or assets (other than any such conflict,
       breach, violation or default which, individually or in the
       aggregate, would not have a material adverse effect on the condition
       (financial or other), business, prospects, net worth or results of
       operations of the Company and its subsidiaries taken as a whole);
       and no consent, approval, authorization, order, registration or
       qualification of or with any government, governmental
       instrumentality or court, domestic or foreign, including, without
       limitation, the U.S.  Commodity Futures Trading Commission (the
       "CFTC"), is required for the valid authorization by the Company of
       the Securities or the Depositary Shares, the issuance and delivery
       of the Depositary Shares, the valid authorization, execution,
       delivery and performance by the Company of this Agreement and the
       Deposit Agreement or the consummation by the Company of the
       transactions contemplated by this Agreement and the Deposit
       Agreement, except the filing with the Secretary of State of the
       State of Delaware of a certificate of designations with respect to
       the Securities and except such consents, approvals, authorizations,
       orders, registrations or qualifications as are required under the
       Act and the securities or Blue Sky laws of the various states in
       connection with the purchase by the U.S.  Underwriters and
       distribution of the Securities and the Depositary Shares.

	      (q)  This Agreement has been duly authorized, executed and
       delivered by the Company.

	      (r)  The Company will apply the net proceeds from the sale of
       the Securities as set forth in the Prospectus.

	      (s)  There are no contracts or documents of the Company, PT-
       FI, EMC or RTM that are required to be filed as exhibits to the
       Registration Statement or to any of the documents incorporated by
       reference therein by the Act, the Exchange Act or the Rules and
       Regulations of the Commission thereunder that have not been so filed.

	      2.  Purchase of Stock by the U.S. Underwriters.  On the basis of
the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to sell 3,810,000 shares of
the Firm Stock to the several U.S. Underwriters and each of the U.S.
Underwriters, severally and not jointly, agrees to purchase the number of
shares of the Firm Stock set opposite that U.S. Underwriter's name in Schedule
1 hereto, as such number may be increased in accordance with Section 9.

	      In addition, the Company hereby grants to the U.S. Underwriters
an option to purchase up to 570,000 shares of Option Stock.  Such option is
granted solely for the purpose of covering over-allotments in the sale of Firm
Stock and is exercisable as provided in Section 4 hereof.  Shares of Option
Stock shall be purchased severally for the account of the U.S. Underwriters in
proportion to the number of shares of Firm Stock set opposite the name of such
U.S. Underwriters in Schedule 1 hereto.  The respective purchase obligations
of each U.S. Underwriter with respect to the Option Stock shall be adjusted by

the Representatives so that no U.S. Underwriter shall be obligated to purchase
Option Stock other than in 100 share amounts.

	      The purchase price of both the Firm Stock and any Option Stock
shall be $19.96 per share.

	      The Company shall not be obligated to deliver any of the Stock
to be delivered on the First Delivery Date or the Second Delivery Date (each,
as hereinafter defined), as the case may be, except upon payment for all the
Stock (including the International Stock) to be purchased on such Delivery
Date as provided herein and in the International Underwriting Agreement.

	      3.  Offering of Stock by the U.S. Underwriters.  Upon
authorization by the Representatives of the release of the Firm Stock, the
several U.S. Underwriters propose to offer the Firm Stock for sale upon the
terms and conditions set forth in the Prospectus.

	      Each U.S.  Underwriter agrees that, except to the extent
permitted by the Agreement Between U.S.  Underwriters and International
Managers, (A) it is not purchasing any Stock for the account of anyone
other than a U.S.  Person (as defined below) and (B) it has not offered or
sold, and will not offer, sell, resell or deliver, directly or indirectly,
any of the Stock or distribute any Preliminary Prospectus or Prospectus to
anyone other than a U.S.  Person.  As used herein, the terms "United
States" and "U.S." shall mean the United States of America (including the
states thereof and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction, and the term "U.S.
Person" shall mean any resident or national of the United States, any
corporation, partnership or other entity created or organized in or under
the laws of the United States or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source
(other than a foreign branch of any U.S.  Person), and includes a United
States branch of a person other than a U.S.  Person.

	      Each U.S. Underwriter represents that, assuming the accuracy of
the Company's representations in Section 1, it has not offered or sold, and
agrees that it will not offer or sell, the Securities or Depositary Shares,
directly or indirectly, in Canada or to or for the account of any resident of
Canada in contravention of the applicable securities laws of Canada or any
province or territory thereof.

	      Each U.S. Underwriter represents, warrants and agrees that
neither it nor any of its agents or other persons acting on its behalf has
marketed or will market the Securities or the Depositary Shares as futures
contracts or commodity options or, except to the extent necessary to describe
the functioning of the Securities and Depositary Shares or to comply with
applicable disclosure requirements, as having the characteristics of futures
contracts or commodity options; and the Representatives confirm to the Company
that each dealer who has marketed or will market the Securities or Depositary
Shares as a "Selected Dealer" at the written request of the Representatives
has agreed to comply with such limitations.

	      4.  Delivery of and Payment for the Stock.  Delivery of and
payment for the Firm Stock shall be made at the office of Lehman Brothers
Inc., 388 Greenwich Street (Cashier's Window, Main Level), New York, New
York 10013, at approximately 10:00 a.m., New York City time, on the fifth
full business day following the date of this Agreement or at such other
date or place as shall be determined by agreement between the Representatives
and the Company.  This date and time are sometimes referred to as the
"First Delivery Date." On the First Delivery Date, the Company shall deliver
or cause to be delivered certificates

representing the Firm Stock to the Representatives for the account of each
U.S.  Underwriter against payment to or upon the order of the Company of
the purchase price by certified or official bank check or checks payable in
Federal (immediately available) funds.  Time shall be of the essence, and
delivery of, and payment for, the Firm Stock at the time and place
specified pursuant to this Agreement is a further condition of the
obligation of each U.S.  Underwriter and the Company hereunder.  Upon
delivery, the Firm Stock shall be registered in such names and in such
denominations as the Representatives shall request in writing not less than
two full business days prior to the First Delivery Date.  For the purpose
of expediting the checking and packaging of the certificates for the Firm
Stock, the Company shall make the certificates representing the Firm Stock
available for inspection by the Representatives in New York, New York, not
later than 2:00 p.m., New York City time, on the business day prior to the
First Delivery Date.

	      At any time on or before the thirtieth day after the date of
this Agreement, the option granted in Section 2 may be exercised by written
notice being given to the Company by the Representatives.  Such notice shall
set forth the aggregate number of shares of Option Stock as to which the
option is being exercised, the names in which the shares of Option Stock are
to be registered, the denominations in which the shares of Option Stock are to
be issued and the date and time, as determined by the Representatives, when
the shares of Option Stock are to be delivered; provided, however, that this
date and time shall not be earlier than the First Delivery Date nor earlier
than the third business day after the date on which the option shall have been
exercised nor later than the fifth business day after the date on which the
option shall have been exercised.  The date and time the shares of Option
Stock are delivered are sometimes referred to as the "Second Delivery Date"
and the First Delivery Date and the Second Delivery Date are each sometimes
referred to as a "Delivery Date."

	      Delivery of and payment for the Option Stock shall be made at
the office of Lehman Brothers Inc., 388 Greenwich Street (Cashier's Window,
Main Level), New York, New York 10013 (or at such other place as shall be
determined by agreement between the Representatives and the Company) at
approximately 10:00 a.m., New York City time, on the Second Delivery Date.
On the Second Delivery Date, the Company shall deliver or cause to be
delivered the certificates representing the Option Stock to the
Representatives for the account of each U.S.  Underwriter against payment
to or upon the order of the Company of the purchase price by certified or
official bank check or checks payable in Federal (immediately available)
funds.  Time shall be of the essence, and delivery of, and payment for, the
Option Stock at the time and place specified pursuant to this Agreement is
a further condition of the obligation of each U.S.  Underwriter and the
Company hereunder.  Upon delivery, the Option Stock shall be registered in
such names and in such denominations as the Representatives shall request
in the aforesaid written notice.  For the purpose of expediting the
checking and packaging of the certificates for the Option Stock, the
Company shall make the certificates representing the Option Stock available
for inspection by the Representatives in New York, New York, not later than
2:00 p.m., New York City time, on the business day prior to the Second
Delivery Date.

	      5.  Further Agreements of the Company.  The Company agrees:

	      (a)  The Company will cause the Prospectus Supplement to be
       filed as required by Section 1(a) hereof (but only if the
       Representatives have not reasonably objected thereto by notice to
       the Company after having been furnished a copy a reasonable time
       prior to filing) and will notify the Representatives promptly of
       such filing; as long as a prospectus is required to be delivered
       under the Act in connection with the sale of the Depositary Shares,
       the Company will notify the Representatives promptly of the time

       when any subsequent amendment to the Registration Statement has
       become effective or any subsequent supplement to the Prospectus has
       been filed (and furnish the Representatives with copies thereof) and
       of any request by the Commission for any amendment or supplement to
       the Registration Statement or the Prospectus or for additional
       information; it will prepare and file with the Commission, promptly
       upon request of the Representatives, any amendments or supplements
       to the Registration Statement or the Prospectus that, in the opinion
       of the Representatives, may be necessary or advisable in connection
       with the distribution of the Securities and the Depositary Shares by
       the U.S.  Underwriters; it will file no amendment or supplement to
       the Registration Statement or Prospectus (other than any document
       filed under the Exchange Act that upon filing is deemed to be
       incorporated by reference therein) to which the Representatives
       shall reasonably object by notice to the Company after having been
       furnished a copy a reasonable time prior to the filing; and it will
       furnish to the Representatives at or prior to the filing thereof a
       copy of any document that upon filing is deemed to be incorporated
       by reference in the Registration Statement or the Prospectus.

	      (b)  The Company will advise the Representatives, promptly after
       it shall receive notice or obtain knowledge thereof, of the issuance by
       the Commission of any stop order suspending the effectiveness of the
       Registration Statement, of any order preventing or suspending the use
       of any prospectus relating to the Securities or the Depositary Shares,
       of the suspension of the qualification of the Securities or the
       Depositary Shares for offering or sale in any jurisdiction or of the
       initiation or threatening of any proceeding for any such purpose; and
       it will promptly use its best efforts to prevent the issuance of any
       stop order or of any order preventing or suspending the use of any
       prospectus relating to the Securities or the Depositary Shares or
       suspending any such qualification or to obtain its withdrawal if such a
       stop order or order should be issued.

	      (c)  Within the time during which a prospectus relating to the
       Securities or the Depositary Shares is required to be delivered under
       the Act, the Company will comply as far as it is able with all
       requirements imposed upon it by the Act and by the Rules and
       Regulations, as from time to time in force, so far as necessary to
       permit the continuance of sales of or dealings in the Securities or the
       Depositary Shares as contemplated by the provisions hereof and the
       Prospectus.  If during such period any event occurs as a result of
       which the Prospectus as then amended or supplemented would include an
       untrue statement of a material fact or omit to state a material fact
       necessary to make the statements therein, in the light of the
       circumstances then existing, not misleading, or if during such period
       it is necessary to amend or supplement the Registration Statement or
       the Prospectus or to file under the Exchange Act any document
       incorporated by reference in the Prospectus in order to comply with the
       Act or the Exchange Act, the Company will promptly notify the
       Representatives and will amend or supplement the Registration Statement
       or the Prospectus or file such document (at the expense of the Company)
       so as to correct such statement or omission or effect such compliance.

	      (d)  The Company will arrange to qualify the Securities and
       the Depositary Shares for sale under the securities laws of such
       jurisdictions as the Representatives designate and will maintain
       such qualifications in effect so long as required for the
       distribution of such Securities and Depositary Shares, except that
       the Company shall not be required in connection therewith to qualify

       as a foreign corporation or to execute a general consent to service
       of process in any such jurisdiction.

	      (e)  Neither the Company nor any of its agents or other persons
       acting on its behalf (other than the U.S. Underwriters and the
       International Managers, as to which the Company makes no covenant) will
       market the Securities or the Depositary Shares as futures contracts or
       commodity options or, except to the extent necessary to describe the
       functioning of the Securities and Depositary Shares or to comply with
       applicable disclosure requirements, as having the characteristics of
       futures contracts or commodity options.

	      (f)  The Company will furnish to the Representatives and their
       counsel without charge, conformed copies of the Registration Statement
       as originally filed and all amendments thereto, whether filed before or
       after such Registration Statement originally became effective
       (including all exhibits thereto), and each Preliminary Prospectus, the
       Prospectus (including all documents incorporated by reference therein)
       and any amendments thereof and supplements thereto, in each case as
       soon as available and in such quantities as the Representatives may
       from time to time reasonably request.

	      (g)  The Company will make generally available to its security
       holders as soon as practicable, but in any event not later than 45 days
       after the end of the 12-month period beginning at the end of the fiscal
       quarter of the Company during which the effective date of the
       Registration Statement occurs, an earnings statement of the Company (in
       form complying with the provisions of Rule 158 under the Rules and
       Regulations), covering such 12-month period that shall satisfy the
       provisions of Section 11(a) of the Act, it being understood that the
       Company intends to satisfy this requirement by filing of its annual
       report on Form 10-K and its quarterly reports on Form 10-Q.

	      (h)  The Company shall not, directly or indirectly, except with
       the prior written consent of the Representatives, during the period
       beginning from the date hereof and continuing to and including the day
       90 days after the date hereof, offer, sell, contract to sell to any
       person other than the U.S. Underwriters or otherwise dispose of any
       securities of the Company which are, or which are convertible or
       exchangeable or exercisable for securities which are, substantially
       similar to the Depositary Shares or the Securities (the "Restricted
       Securities"), except for the Stock.

	      (i)  The Company will promptly after the date hereof, in the
       event it has not already done so, file an application for the
       listing of the Depositary Shares on the New York Stock Exchange and
       will arrange to cause such Depositary Shares to be duly authorized
       for listing thereon, subject to official notice of issuance.  The
       Company will use its best efforts to cause the Depositary Shares to
       be registered under the Exchange Act.

	      (j)  During the period of five years hereafter, the Company
       will furnish to the Representatives, as soon as practicable after
       the end of each fiscal year, a copy of its annual report to
       stockholders for such year; and the Company will furnish to the
       Representatives (i) as soon as available, a copy of each report or
       definitive proxy statement of the Company filed with the Commission
       under the Exchange Act or mailed to shareholders and (ii) from time
       to time, such other information concerning the Company as the
       Representatives may reasonably request.


	      6.  Expenses.  The Company, whether or not the transactions
contemplated hereunder are consummated or this Agreement is terminated, will
pay or cause to be paid all expenses incident to the performance of its
obligations under this Agreement, including (i) the preparation, printing,
filing and distribution of any Preliminary Prospectuses, the Prospectus, the
Registration Statement and any amendments thereof or supplements thereto, (ii)
the preparation, printing and distribution of this Agreement, the
International Managers' Questionnaire, the Agreement Among International
Managers, the Supplemental Agreement Among U.S. Underwriters, the
International Underwriting Agreement, the Agreement Between U.S. Underwriters
and International Managers, any Selling Agreement, the Securities, the
Depositary Receipts, the Deposit Agreement, the Certificate of Designations,
the shares of Common Stock and any Blue Sky memoranda, (iii) the distribution
of the terms of agreement relating to the organization of the underwriting
syndicate and the selling group to the members thereof by mail, telex or other
means of communication, (iv) the issuance and delivery of the Depositary
Receipts to you, (v) the fees and disbursements of the Company's counsel and
accountants and other experts, (vi) the expenses of qualifying the Securities
and the Depositary Shares under state securities laws in accordance with the
provisions of Section 5(d), including filing fees and reasonable fees and
disbursements of your counsel in connection therewith and in connection with
any Blue Sky memoranda, (vii) the fees and expenses of the Depositary and any
agent of the Depositary, including the fees and disbursements of counsel for
the Depositary in connection with the Deposit Agreement and the Depositary
Shares, (viii) the fees and expenses, if any, incurred in connection with the
listing of the Depositary Shares on the New York Stock Exchange and (ix) any
filing fee of the National Association of Securities Dealers, Inc. relating to
the Securities.  If the sale of the Securities and the Depositary Shares
provided for herein is not consummated by reason of any failure, refusal or
inability on the part of the Company to perform any agreement on its part to
be performed, or because any other condition of your obligations hereunder
required to be fulfiled by the Company is not fulfiled, the Company will
reimburse you for all reasonable out-of-pocket disbursements (including
reasonable fees and disbursements of counsel) incurred by you in connection
with your investigation, preparing to market and marketing the Securities and
the Depositary Shares or in contemplation of performing your obligations
hereunder.  The Company shall not in any event be liable to you for loss of
anticipated profits from the transactions covered by this Agreement.

	      7.  Conditions of U.S. Underwriters' Obligations.  The
respective obligations of the U.S. Underwriters hereunder are subject to the
accuracy, when made and on each Delivery Date, of the representations and
warranties of the Company contained herein, to the performance by the Company
of its obligations hereunder and to each of the following additional terms and
conditions:

	      (a)The Prospectus Supplement shall have been filed as
       required by Section 1(a) hereof; and no stop order suspending the
       effectiveness of the Registration Statement shall have been issued
       and no proceeding for that purpose shall have been instituted or
       threatened by the Commission, and any request of the Commission for
       additional information (to be included in the Registration Statement
       or the Prospectus or otherwise) shall have been complied with to the
       satisfaction of the Representatives.

	      (b)No U.S. Underwriter or International Manager shall have
       advised the Company that the Registration Statement or Prospectus, or
       any amendment or supplement thereto, contains an untrue statement of
       fact that in the opinion of the Representatives is material, or omits

       to state a fact that in the opinion of the Representatives or counsel
       for the U.S. Underwriters is material and is required to be stated
       therein or is necessary to make the statements therein not misleading.

	      (c)Except as contemplated in the Prospectus, subsequent to
       the respective dates as of which information is given in the
       Registration Statement and the Prospectus, there shall not have been
       any change, on a consolidated basis, in the capital stock (other
       than changes resulting from issuances of shares of the Company's
       Class A Common Stock, par value $0.10 per share (the "Common
       Stock"), in connection with the conversion or exchange of any
       security of the Company outstanding on the date as of which such
       information is given), short-term debt or long-term debt of the
       Company and its subsidiaries, or any adverse change in the
       prospects, or any adverse change, or any development involving a
       prospective adverse change, in the condition (financial or other),
       business, net worth or results of operations of the Company and its
       subsidiaries or any change in the rating assigned to any securities
       of the Company that, in the judgment of the Representatives, makes
       it impractical or inadvisable to offer or deliver the Depositary
       Shares on the terms and in the manner contemplated in the
       Prospectus.

	      (d)The Representatives shall have received the opinion of Davis
       Polk & Wardwell, special counsel for the Company, dated such Delivery
       Date, to the effect that:

		  (i)  The Company has been duly incorporated and is an
	      existing corporation in good standing under the laws of its
	      jurisdiction of incorporation and PT-FI has been domesticated
	      and is in good standing under the laws of its jurisdiction of
	      domestication;

		 (ii)  The Securities being delivered on such Delivery Date
	      have been duly authorized and validly issued and are fully paid
	      and non-assessable; and the issuance of such Securities is not
	      subject to the preemptive rights of any stockholder of the
	      Company;

		(iii)  The Depositary Shares being delivered on such
	      Delivery Date have been duly issued in accordance with the
	      provisions of the Deposit Agreement and the persons in whose
	      names the Depositary Receipts being delivered on such
	      Delivery Date are registered are entitled to the rights
	      specified in such Depositary Receipts and in the Deposit
	      Agreement;

		 (iv)  The Deposit Agreement has been duly authorized,
	      executed and delivered by the Company, and the Deposit Agreement
	      constitutes a valid and binding obligation of the Company
	      enforceable in accordance with its terms, subject to bankruptcy,
	      insolvency, reorganization and other laws of general
	      applicability relating to or affecting creditors' rights and to
	      general equity principles;

		  (v)  Pursuant to the terms of the Certificate of
	      Designations, and as described in the Prospectus, the
	      Securities are subject to mandatory redemption, out of funds
	      legally available therefor, in equal portions by the Company
	      on August 1 of each year commencing August 1, 1999 and
	      concluding with the redemption of all remaining outstanding
	      Securities on August 1, 2006.


		 (vi)  The statements in the Prospectus under the captions
	      "Relationship of the Company Group with the FTX Group",
	      "Description of Preferred Stock" and "Description of Depositary
	      Shares", and in the Prospectus Supplement under the captions
	      "Description of Silver-Denominated Preferred Stock" and
	      "Description of Depositary Shares", insofar as such statements
	      constitute summaries of the documents and matters referred to
	      therein, fairly and accurately present the information called
	      for with respect to such documents and matters;

		(vii)  The Registration Statement has become effective
	      under the Act; the Prospectus Supplement has been filed as
	      required by Section 1(a) hereof; and to the best knowledge of
	      such counsel no stop order suspending the effectiveness of
	      the Registration Statement or order preventing or suspending
	      the use of any prospectus relating to the Securities or the
	      Depositary Shares has been issued under the Act and no
	      proceedings for that purpose have been instituted or
	      threatened;

	       (viii)  Each part of the Registration Statement, when such part
	      became effective, and the Prospectus and any amendment or
	      supplement thereto, on the date of filing thereof with the
	      Commission, complied as to form in all material respects with
	      the requirements of the Act and the Rules and Regulations; and
	      such counsel has no reason to believe that any such part of the
	      Registration Statement, when such part became effective,
	      contained an untrue statement of a material fact or omitted to
	      state a material fact required to be stated therein or necessary
	      to make the statements therein not misleading, or that the
	      Prospectus, as of its date and on such Delivery Date, and any
	      amendment or supplement thereto, as of the date thereof and on
	      such Delivery Date, contained an untrue statement of a material
	      fact or omitted to state a material fact necessary to make the
	      statements therein, in the light of the circumstances under
	      which they were made, not misleading; it being understood that
	      such counsel need express no opinion as to the financial
	      statements or other financial data included or incorporated by
	      reference in any of the documents mentioned in this clause
	      (viii);

		 (ix)  This Agreement has been duly authorized, executed and
	      delivered by the Company;

		  (x)  The issuance and delivery by the Company of the
	      Securities and the Depositary Shares, the execution and delivery
	      of this Agreement and the Deposit Agreement by the Company, the
	      consummation by the Company of the transactions herein and
	      therein contemplated and compliance by the Company with the
	      terms of this Agreement and the Deposit Agreement, will not
	      result in a breach or violation of any of the terms and
	      provisions of, or constitute a default under (a) the charter or
	      by-laws of the Company or PT-FI, or (b) to the best of such
	      counsel's knowledge, but without any independent investigation,
	      any Federal securities law of the United States, any law of the
	      State of New York or the Delaware General Corporation Law, or of
	      any order, writ, judgment, decree, determination or award
	      binding on the Company; and no consent, approval, authorization
	      or order of, or filing with, any court or governmental agency or
	      body, including, without limitation, the CFTC, is required for

	      the consummation of the transactions contemplated by this
	      Agreement, except (i) the filing of the Certificate of
	      Designations which has been made prior to the First Delivery
	      Date and (ii) such as have been obtained under the Act and
	      such as may be required under state laws in connection with
	      the purchase and distribution of the Depositary Shares by the
	      several U.S.  Underwriters; and

		 (xi)  The offer and sale of the Depositary Shares and the
	      Securities do not violate the United States Commodity Exchange
	      Act, as amended (the "CEA"), or the rules and regulations of the
	      CFTC thereunder.

	      (e)The Representatives shall have received the opinion of John
       G. Amato, Esq., General Counsel of the Company, dated such Delivery
       Date, to the effect that:

		  (i)  Each of the Company and PT-FI has full power and
	      authority (corporate and other) to conduct its business as
	      described in the Prospectus and is duly qualified to do
	      business in each jurisdiction in which it owns or leases real
	      property or in which the conduct of its business requires
	      such qualification except where the failure to be so qualified,
	      considering all such cases in the aggregate, does not involve
	      a material risk to the business, properties, financial
	      position or results of operations of the Company and its
	      subsidiaries;

		 (ii)  The documents incorporated by reference in the
	      Prospectus, when they were filed with the Commission,
	      complied as to form in all material respects with the
	      requirements of the Exchange Act and the Rules and
	      Regulations thereunder; and such counsel believes that none
	      of such documents, when such documents were so filed,
	      contained an untrue statement of a material fact or omitted
	      to state a material fact necessary in order to make the
	      statements therein, in the light of the circumstances under
	      which they were made when such documents were so filed, not
	      misleading, it being understood that such counsel need
	      express no opinion as to the financial statements or other
	      financial data included in any of the documents mentioned in
	      this clause (ii);

		(iii)  The descriptions in the Prospectus of statutes,
	      legal and governmental proceedings, contracts and other
	      documents are accurate and fairly present the information
	      required to be shown; and such counsel does not know of any
	      statutes or legal or governmental proceedings required to be
	      described in the Prospectus that are not described as
	      required, or of any contracts or documents of a character
	      required to be described in the Prospectus (or required to be
	      filed under the Exchange Act if upon such filing they would
	      be incorporated by reference therein) or to be filed as
	      exhibits to the Registration Statement that are not described
	      and filed as required;

		 (iv)  The performance of this Agreement and the Deposit
	      Agreement and the consummation of the transactions herein and
	      therein contemplated will not result in a breach or violation of
	      any of the terms and provisions of, or constitute a default
	      under, any statute, any agreement or instrument known to such
	      counsel to which the Company or PT-FI is a party or by which any
	      of them is bound or to which any of the property of any of them

	      is subject, or any order, rule or regulation known to such
	      counsel of any court or governmental agency or body having
	      jurisdiction over the Company or PT-FI or any of their
	      properties; and

		  (v)  The Company has an authorized capitalization as set
	      forth in the Prospectus (other than changes resulting from
	      issuances of shares of Common Stock in connection with the
	      conversion or exchange of any security of the Company
	      outstanding on the date as of which such information is given);
	      all the issued shares of capital stock of PT-FI shown in the
	      Prospectus as beneficially owned by the Company have been duly
	      and validly authorized and issued, are fully paid and
	      non-assessable and are so owned subject to no security interest,
	      other encumbrance or adverse claim.

	      (f)The Representatives shall have received the opinion of Miller
       & Chevalier, special tax counsel for the Company, dated such Delivery
       Date, to the effect that the description contained under "Certain
       Federal Income Tax Consequences" in the Prospectus Supplement is
       complete, fair and accurate in all material respects.

	      (g)The Representatives shall have received the opinion of Ali
       Budiardjo, Nugroho, Reksodiputro, special Indonesian counsel for the
       Company, dated such Delivery Date, to the effect that:

		  (i)  PT-FI has been duly organized and is an existing
	      corporation in good standing under the laws of Indonesia;

		 (ii)  the Contract of Work, dated December 30, 1991, between
	      the Ministry of Mines of the Government of The Republic of
	      Indonesia, acting for such Government, and PT-FI (the "Contract
	      of Work"), has been duly authorized, executed and delivered by
	      and constitutes the valid and binding obligation of the parties
	      thereto, is in full force and effect and is enforceable in
	      accordance with its terms;

		(iii)  other than those already granted in or pursuant to the
	      Contract of Work and routine authorizations, permissions,
	      consents or approvals (including approvals required under
	      certain routine administrative regulations), which are of a
	      minor nature and which are customarily granted in due course
	      after application, or the denial of which would not materially
	      adversely affect the business, present or proposed, of PT-FI, no
	      registration with, or authorization or order of, The Government
	      of Indonesia or any subdivision thereof is required to permit
	      PT-FI to carry out its operations, including those described in
	      the Prospectus; to procure and import equipment and other
	      materials therefor; to export its products, or to construct,
	      equip, own, operate or maintain its assets or business; and

		 (iv)  to the best of such counsel's knowledge after due
	      inquiry, other than routine tax audits conducted in accordance
	      with the terms of the Contract of Work, there is no action,
	      suit, proceeding or investigation by or before any Indonesian
	      court or governmental authority pending or threatened against or
	      affecting PT-FI or any of its properties or rights which, if
	      determined adversely to PT-FI, would in the aggregate have a
	      material adverse effect on its present or future business or
	      condition.


	      (h)The Representatives shall have received from Sullivan &
       Cromwell, counsel to the U.S. Underwriters, such opinion or opinions,
       dated such Delivery Date, with respect to the incorporation of the
       Company, the validity of the Securities and the Depositary Shares being
       delivered on such Delivery Date, the Deposit Agreement, the
       Registration Statement, the Prospectus and other related matters as the
       Representatives reasonably may request, and such counsel shall have
       received such papers and information as they request to enable them to
       pass upon such matters.

	      (i)The Representatives shall have received the opinion of
       Cleary, Gottlieb, Steen & Hamilton, special commodities counsel to the
       U.S. Underwriters, dated such Delivery Date, to the effect that the
       offer, sale, issuance and delivery by the Company of the Securities and
       the Depositary Shares being delivered on such Delivery Date in the
       manner contemplated by this Agreement, the International Underwriting
       Agreement and the Prospectus, the execution and delivery of this
       Agreement, the International Underwriting Agreement and the Deposit
       Agreement and the performance by the Company of its obligations under
       the terms of the Securities and the Depositary Shares will not violate
       the CEA or the rules and regulations of the CFTC thereunder.

	      (j)At the time of execution of this Agreement and on each
       Delivery Date, the Representatives shall have received a letter from
       Arthur Andersen & Co., dated the date of delivery thereof, to the
       effect that (i) they are independent certified public accountants with
       respect to the Company and PT-FI within the meaning of the Act and the
       Rules and Regulations and that the answer to Item 10 of the
       Registration Statement form is correct insofar as it relates to them;
       (ii) in  their opinion, the financial statements and schedules examined
       by them included or incorporated by reference in the Registration
       Statement and Prospectus comply as to form in all material respects
       with the applicable requirements of the Act or the Exchange Act, as
       applicable, and the published Rules and Regulations thereunder; and
       (iii) as to such other matters as the Representatives may reasonably
       request and in form and substance satisfactory to the Representatives.

	      (k)The Representatives shall have received from the Company a
       certificate, signed by the Chairman of the Board, the President or a
       Vice President and by the principal financial or accounting officer,
       dated such Delivery Date, to the effect that, to the best of their
       knowledge based upon reasonable investigation:

		  (i)  The representations and warranties of the Company in
	      this Agreement are true and correct, as if made at and as of
	      such Delivery Date, and the Company has complied with all the
	      agreements and satisfied all the conditions on its part to be
	      performed or satisfied at or prior to such Delivery Date;

		 (ii)  No stop order suspending the effectiveness of the
	      Registration Statement has been issued, and no proceeding for
	      that purpose has been instituted or is threatened by the
	      Commission; and

		(iii)  Since the effective date of the Registration
	      Statement, there has occurred no event required to be set
	      forth in an amendment or supplement to the Registration
	      Statement or Prospectus that has not been so set forth, and
	      there has been no document required to be filed under the
	      Exchange Act and the Rules and Regulations thereunder that upon

	      such filing would be deemed to be incorporated by reference
	      in the Prospectus that has not been so filed.

	      (l)The Depositary Shares shall have been duly approved for
       listing by the New York Stock Exchange, subject only to official
       notice of issuance.

	      (m)On or after the date hereof there shall not have occurred
       any of the following:  (i) a suspension or limitation in trading in
       the Common Stock or in securities generally on the New York Stock
       Exchange or the American Stock Exchange or any setting of minimum or
       maximum prices or ranges of prices for trading on any such Exchange;
       (ii) a moratorium on banking activities in New York declared by
       either Federal or New York State authorities; or (iii) any material
       adverse change in the financial markets in the United States or any
       outbreak or escalation of hostilities or other calamity or crisis
       involving the United States, or the declaration by the United States
       of a national emergency or war, if the effect of any such event
       specified in clause (iii) above in the judgment of the
       Representatives makes it impracticable or inadvisable to proceed
       with the public offering or the delivery of the Depositary Shares to
       be purchased by the U.S.  Underwriters.

	      (n)The Company shall have furnished to the Representatives such
       further certificates and documents as the Representatives shall have
       reasonably requested.

	      (o)The closing under the International Underwriting Agreement
       shall have occurred concurrently with the closing hereunder on the
       First Delivery Date.

	      All opinions, letters, evidence and certificates mentioned above
or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to
counsel for the U.S. Underwriters.

	      8.  Indemnification and Contribution.

	      (a) The Company will indemnify and hold harmless each U.S.
Underwriter and each person who controls each U.S. Underwriter within the
meaning of the Act as follows:

	      (i)  against any and all loss, liability, claim, damage and
       expense whatsoever, as incurred, joint or several, to which such U.S.
       Underwriter may become subject, under the Act or otherwise, arising out
       of any untrue statement or alleged untrue statement of a material fact
       contained in any part of the Registration Statement (or any amendment
       thereto), when such part became effective, or the omission or alleged
       omission therefrom of a material fact required to be stated therein or
       necessary to make the statements therein not misleading or arising out
       of any untrue statement or alleged untrue statement of a material fact
       contained in any Preliminary Prospectus or the Prospectus (or any
       amendment or supplement thereto) or the omission or alleged omission
       therefrom of a material fact necessary in order to make the statements
       therein, in the light of the circumstances under which they are made,
       not misleading;

	   (ii)  against any and all loss, liability, claim, damage and
       expense whatsoever, as incurred, joint or several, to which such U.S.
       Underwriter may become subject, under the Act or otherwise, to the

       extent of the aggregate amount paid in settlement of any litigation, or
       any investigation or proceeding by any governmental agency or body,
       commenced or threatened, or of any claim whatsoever based upon any such
       untrue statement or omission, or any such alleged untrue statement or
       omission, if such settlement is effected with the written consent of
       the Company; and

	  (iii)  against any and all expense whatsoever, as incurred by each
       U.S. Underwriter (including, subject to Section 8(c) hereof, the fees
       and disbursements of counsel chosen by the U.S. Underwriters),
       reasonably incurred in investigating, preparing or defending against
       any litigation, or any investigation or proceeding by any governmental
       agency or body, commenced or threatened, or any claim whatsoever based
       upon any such untrue statement or omission, or any such alleged untrue
       statement or omission, to the extent that any such expense is not paid
       under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to
the Company by the Representatives, or by any U.S.  Underwriter through the
Representatives, or by any International Manager expressly for use in the
Registration Statement (or any amendment thereto) or any Preliminary
Prospectus or the Prospectus (or any amendment or supplement thereto); and
provided, further, that the Company shall not be liable to any U.S.
Underwriter under the indemnity agreement in this Section 8(a) with respect
to any Preliminary Prospectus to the extent that any such loss, claim,
damage or liability of such U.S.  Underwriter results from the fact that
such U.S.  Underwriter sold Stock to a person as to whom it shall be
established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as
then amended or supplemented (in either case excluding documents
incorporated therein by reference) in any case where such delivery is
required by the Act if the Company has previously furnished copies thereof
in sufficient quantity to such U.S.  Underwriter and the loss, claim, damage
or liability of such U.S.  Underwriter results from an untrue statement or
omission of a material fact contained in the Preliminary Prospectus which
was identified in writing at such time to such U.S.  Underwriter and
corrected in the Prospectus or in the Prospectus as then amended or
supplemented (in either case excluding documents incorporated therein by
reference).

	      (b)  Each U.S. Underwriter agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement, and each person who controls the Company within the
meaning of the Act, to the same extent as the foregoing indemnity from the
Company to the U.S. Underwriters, but only to the extent the related untrue
statement or alleged untrue statement or omission or alleged omission was made
in the related document referred to in the foregoing indemnity in reliance
upon and in conformity with written information relating to the
Representatives furnished to the Company by the Representatives, or by such
U.S. Underwriter through the Representatives, expressly for inclusion in the
preparation of the documents referred to in the foregoing indemnity.

	      (c)  Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party or parties in writing of the commencement thereof; but
the omission so to notify the indemnifying party or parties shall not
relieve it from any liability that it may have to any indemnified party
otherwise than under such subsection.  In case any such action shall

be brought against any indemnified party, and it shall notify the
indemnifying party or parties of the commencement thereof, the indemnifying
party or parties shall be entitled to participate in, and, to the extent
that it shall elect, jointly with any other indemnifying party similarly
notified, by written notice delivered to such indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume
the defense thereof, with counsel satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party); provided, however, that if, in the
judgment of such indemnified party, a conflict of interest exists where it
is advisable for such indemnified party to be represented by separate
counsel, the indemnified party shall have the right to employ separate
counsel in any such action, in which event the fees and expenses of such
separate counsel shall be borne by the indemnifying party or parties, and
after notice from the indemnifying party or parties to such indemnified
party of its election so to assume the defense thereof and approval by the
indemnified party of counsel, the indemnifying party or parties shall not
be liable to such indemnified party under such subsection for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying
party or parties shall not be liable for the expenses of more than one such
separate counsel representing the indemnified parties under subparagraph
(a) of this Section 8 who are parties to such action), (ii) the
indemnifying party or parties shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii) the
indemnifying party or parties have authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party or parties;
and except that, if clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in such clause (i) or (iii).

	      (d)  If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the U.S.  Underwriters on the other from the offering of the
Stock to which such loss, claim, damage or liability (or action in respect
thereof) relates.  If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then
each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on
the one hand and the U.S.  Underwriters on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative benefits received by the Company on
the one hand and the U.S.  Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering of the
Stock (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the U.S.  Underwriters,
in each case as set forth in the table on the cover page of the U.S.
Prospectus Supplement.  The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the U.S.

Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission.  The Company and the U.S.  Underwriters agree that
it would not be just and equitable if contributions pursuant to this
subsection (d) were to be determined by pro rata allocation (even if the
U.S.  Underwriters were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to above in this subsection (d).  The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in
this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending against any such action or claim.
Notwithstanding the provisions of this subsection (d), no U.S.  Underwriter
shall be required to contribute any amount in excess of the amount by which
the total price at which the Stock underwritten by it and distributed to
the public was offered to the public exceeds the amount of any damages
which such U.S.  Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.  The U.S.
Underwriters' obligations in this subsection (d) to contribute are several
in proportion to their respective underwriting obligations and not joint.

	      (e) The U.S. Underwriters severally confirm that the statements
with respect to the public offering of the Stock set forth on the cover page
of, and under the caption "Underwriting" in, the Prospectus are correct and
constitute the only information furnished in writing to the Company by or on
behalf of the U.S. Underwriters specifically for inclusion in the Registration
Statement and the Prospectus.

	      (f)  All representations, warranties, and agreements of the
Company herein or in certificates or letters of officers delivered pursuant
hereto, and the agreements of the several U.S.  Underwriters contained in
this Section 8, shall remain operative and in full force and effect
regardless of any termination of this Agreement or any investigation made
by or on behalf of the Company or any U.S.  Underwriter or any controlling
person, and shall survive delivery of any Depositary Shares to the U.S.
Underwriters.

	      9.  Defaulting U.S. Underwriters.  (a)  If any of the U.S.
Underwriters or International Managers shall fail to take up and pay for the
amount of Stock or International Stock, as the case may be, agreed by such
U.S. Underwriter or International Manager to be purchased hereunder or under
the International Underwriting Agreement on any Delivery Date, upon tender of
such Stock or International Stock in accordance with the terms hereof or
thereof, and the amount of Stock and International Stock not purchased does
not aggregate more than 10% of the total amount of Stock and International
Stock that the U.S. Underwriters and International Managers are obligated to
purchase hereunder and thereunder on such Delivery Date, the remaining U.S.
Underwriters shall be obligated to take up and pay for (in proportion to their
respective underwriting obligations hereunder except as may otherwise be
determined by the Representatives) the Stock that the withdrawing or
defaulting U.S. Underwriters agreed but failed to purchase.

	      (b)If any U.S. Underwriters or International Managers shall fail
to take up and pay for the amount of Stock or International Stock, as the case
may be, agreed by such U.S. Underwriter or International Manager to be
purchased hereunder or under the International Underwriting Agreement on any
Delivery Date, upon tender of such Stock or International Stock in accordance
with the terms hereof or thereof, and the amount of Stock and International

Stock not purchased aggregates more than 10% of the total amount of Stock and
International Stock that the U.S. Underwriters and International Managers are
obligated to purchase hereunder and thereunder on such Delivery Date, and
arrangements satisfactory to you, the International Managers and the Company
for the purchase of such Stock and International Stock by other persons are
not made within 36 hours thereafter, this Agreement shall terminate.  In the
event of any such termination the Company shall not be under any liability to
any U.S. Underwriter with respect to Stock not purchased by reason of such
termination (except to the extent provided in Section 6 and Section 8 hereof)
nor shall any U.S. Underwriter (other than a U.S. Underwriter who shall have
failed, otherwise than for some reason permitted under this Agreement, to
purchase the amount of Stock agreed by such U.S. Underwriter to be purchased
hereunder) be under any liability to the Company with respect to such Stock
(except to the extent provided in Section 8 hereof).

	      10.  Termination.  The obligations of the U.S. Underwriters
hereunder may be terminated by the Representatives, in their absolute
discretion, by notice given to and received by the Company prior to delivery
of any payment for the Firm Stock if, prior to that time, any of the events
described in Sections 7(c) or 7(m) have occurred.

	      11.  Notices, etc.  All statements, requests, notices and
agreements hereunder shall be in writing, and:

		 (a)if to the U.S. Underwriters, shall be delivered or sent by
	      mail, telex or facsimile transmission to Lehman Brothers Inc.,
	      American Express Tower, World Financial Center, 200 Vesey
	      Street, New York, New York  10285; and

		 (b)if to the Company, shall be delivered or sent by mail,
	      telex or facsimile transmission to the address of the Company
	      set forth in the Registration Statement, Attention: John G.
	      Amato, Esq., General Counsel;

provided, however, that any notice to a U.S. Underwriter pursuant to Section
8(c) shall be delivered or sent by mail, telex or facsimile transmission to
such U.S. Underwriter at its address set forth in its acceptance telex to the
representatives, which address will be supplied to any other party hereto by
the Representatives upon request.  Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.  The Company
shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the U.S. Underwriters by Lehman Brothers
Inc. on behalf of the Representatives.

	      12.  Persons Entitled to Benefit of Agreement.  This
Agreement shall inure to the benefit of, and be binding upon the U.S.
Underwriters, the Company and their respective successors.  This Agreement
and the terms and provisions hereof are for the sole benefit of only those
persons, except that (A) the representations, warranties, indemnities and
agreements of the Company contained in this Agreement shall also be deemed
to be for the benefit of the person or persons, if any, who control any
U.S.  Underwriter within the meaning of Section 15 of the Act and for the
benefit of each International Manager (and controlling persons thereof) who
offers or sells any shares of Stock in accordance with the terms of the
Agreement Between U.S.  Underwriters and International Managers and (B) the
indemnity agreement of the U.S.  Underwriters contained in Section 8(b) of
this Agreement shall be deemed to be for the benefit of directors of the
Company, officers of the Company who have signed the Registration Statement
and any person controlling the Company within the meaning of Section 15 of
the Act.  Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 13,

any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision contained herein.

	      13.  Definition of Terms "Business Day" and "Subsidiary".  For
purposes of this Agreement, (a) "business day" means any day on which the New
York Stock Exchange, Inc. is open for trading, other than a day on which banks
are authorized or obligated by law or executive order to close in New York
City and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules
and Regulations.

	      14.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of New York.

	      15.  Counterparts.  This Agreement may be executed in one or
more counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

	      16.  Headings.  The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

	      If the foregoing correctly sets forth the agreement between the
Company and the U.S. Underwriters, please indicate your acceptance in the
space provided for the purpose below.

					   Very truly yours,

					   FREEPORT-McMoRan COPPER & GOLD INC.


					   By: /s/ STEPHEN M. JONES
					       ____________________________
						Name: Stephen M. Jones
						Title: Vice President

Accepted:

LEHMAN BROTHERS INC.
GOLDMAN, SACHS & CO.
KIDDER, PEABODY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER &
  SMITH INCORPORATED
S.G.WARBURG & CO. INC.
  For themselves and as Representatives
  for each of the several U.S. Underwriters

By:  LEHMAN BROTHERS INC.


By: /s/ LAURA HANSEN
    _____________________________
      Authorized Representative



				  SCHEDULE 1


								Amount of
							       Depositary
								Shares
								 to be
       U.S. Underwriter                                         Purchased
       ________________                                        ___________

Lehman Brothers Inc................................................ 344,000
Goldman, Sachs & Co................................................ 344,000
Kidder, Peabody & Co. Incorporated................................. 344,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated................. 344,000
S.G.Warburg & Co. Inc.............................................. 344,000
Bear, Stearns & Co. Inc............................................  75,000
CS First Boston Corporation........................................  75,000
Alex Brown & Sons Incorporated.....................................  75,000
Commerzbank Capital Markets Corporation............................  75,000
Dean Witter Reynolds Inc...........................................  75,000
Dillon, Read & Co. Inc.............................................  75,000
A.G. Edwards & Sons, Inc...........................................  75,000
C.J. Lawrence/Deutsche Bank Securities Corporation.................  75,000
Morgan Stanley & Co. Incorporated..................................  75,000
Oppenheimer & Co., Inc.............................................  75,000
Prudential Securities Incorporated.................................  75,000
Robertson, Stephens & Company, L.P.................................  75,000
Salomon Brothers Inc...............................................  75,000
Wertheim Schroder & Co. Incorporated...............................  75,000
Advest, Inc........................................................  40,000
Brean Murray, Foster Securities Inc................................  40,000
Craigie Incorporated...............................................  40,000
Crowell, Weedon & Co...............................................  40,000
Dain Bosworth Incorporated.........................................  40,000
Doft & Co., Inc....................................................  40,000
Doley Securities, Inc..............................................  40,000
Fahnestock & Co. Inc...............................................  40,000
First of Michigan Corporation......................................  40,000
Josephthal Lyon & Ross Incorporated................................  40,000
Ladenburg, Thalmann & Co. Inc......................................  40,000
Legg Mason Wood Walker, Incorporated...............................  40,000
McDonald & Company Securities,Inc..................................  40,000
Mesirow Financial Inc..............................................  40,000
Morgan Keegan & Company, Inc.......................................  40,000
The Ohio Company...................................................  40,000
Parallax Group, Inc................................................  40,000
Ragen MacKenzie Incorporated.......................................  40,000
Rauscher Pierce Refsnes, Inc.......................................  40,000
The Robinson-Humphrey Company, Inc.................................  40,000
Roney & Co.........................................................  40,000
Scott & Stringfellow, Inc..........................................  40,000
Southcoast Capital Corporation.....................................  40,000
Stifel, Nicolaus & Company, Incorporated...........................  40,000
Sutro & Co. Incorporated...........................................  40,000
Tucker Anthony Incorporated........................................  40,000
								  _________
       Total..................................................... 3,810,000
								  =========

EX-99.1

							       CONFORMED COPY



				950,000 Shares

		      FREEPORT-McMoRan COPPER & GOLD INC.

			       Depositary Shares
		  Each Initially Representing 0.025 Shares of
		      Silver-Denominated Preferred Stock
			  (Par Value $0.10 Per Share)

		     INTERNATIONAL UNDERWRITING AGREEMENT


								 July 22, 1994


LEHMAN BROTHERS INTERNATIONAL (EUROPE)
GOLDMAN SACHS INTERNATIONAL
KIDDER, PEABODY INTERNATIONAL plc
MERRILL LYNCH INTERNATIONAL LIMITED
S.G. WARBURG SECURITIES LTD.
As Lead Managers (the "Lead Managers") for each of
  the several International Managers named in Schedule 1,
c/o LEHMAN BROTHERS INTERNATIONAL (EUROPE)
1 Broadgate
London EC2M 7HA
England

Dear Sirs:

	      Subject to all of the terms and conditions herein set forth,
Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the "Company"),
proposes to sell to the International Managers named in Schedule 1 hereto (the
"International Managers") 950,000 shares (the "International Firm Stock") of
the Company's Depositary Shares (the "Depositary Shares"), each initially
representing 0.025 Shares of Silver-Denominated Preferred Stock, par value
$0.10 per share (the "Securities"), and to grant to the International Managers
an option to purchase up to an additional 142,320 Depositary Shares (the
"International Option Stock").  The Securities are to be deposited by the
Company against delivery of Depositary Receipts ("Depositary Receipts")
evidencing the Depositary Shares, which are to be issued by Mellon Securities
Trust Company, as depositary (the "Depositary"), under a Deposit Agreement, to
be dated as of July 25, 1994 (the "Deposit Agreement"), among the Company, the
Depositary and the holders from time to time of the Depositary Receipts issued
thereunder.  The International Firm Stock and the International Option Stock,
if purchased, are hereinafter collectively called the "Stock."  This is to
confirm the agreement concerning the purchase of the Stock from the Company by
the International Managers.

	      It is understood by all parties that the Company is concurrently
entering into an agreement dated the date hereof (the "U.S. Underwriting
Agreement") providing for the sale by the Company of up to 4,380,000
Depositary Shares (consisting of 3,810,000 shares of Firm Stock and up to
570,000 shares of Option Stock (each as defined therein)) (the "U.S. Stock")
through arrangements with certain underwriters in the United States
(collectively, the "U.S. Underwriters"), for whom Lehman Brothers Inc.,
Goldman, Sachs & Co., Kidder, Peabody & Co. Incorporated, Merrill Lynch,

Pierce, Fenner & Smith Incorporated and S.G.Warburg & Co. Inc. are acting as
representatives (the "Representatives").  The International Managers and the
U.S. Underwriters are simultaneously entering into an agreement between the
international and U.S. underwriting syndicates (the "Agreement Between U.S.
Underwriters and International Managers") which provides for, among other
things, the transfer of Depositary Shares between the two syndicates.  Two
forms of prospectus are to be used in connection with the offering and sale of
Depositary Shares contemplated by the foregoing, one relating to the Stock and
the other relating to the U.S. Stock.  The latter form of prospectus will be
identical to the former except for certain substitute pages.  Except as used
in Sections 2, 3, 4, 9 and 10 herein, and except as the context may otherwise
require, references herein to the Stock shall include all the Depositary
Shares which may be sold pursuant to either this agreement or the U.S.
Underwriting Agreement, and reference herein to any prospectus whether in
preliminary or final form, and whether as amended or supplemented, shall
include both the international and the U.S. versions thereof.

	      1.  Representations, Warranties and Agreements of the Company.
The Company represents, warrants and agrees that:

	      (a)A registration statement on Form S-3 (File No. 33-52503) with
       respect to, among other things, the Securities and the Depositary
       Shares representing the Securities, including a prospectus, has been
       carefully prepared by the Company in conformity with the requirements
       of the Securities Act of 1933 ("Act") and the rules and regulations
       ("Rules and Regulations") of the Securities and Exchange Commission
       ("Commission") thereunder and filed with the Commission and has become
       effective.  Such registration statement and prospectus may have been
       amended or supplemented prior to the date of this Agreement; any such
       amendment or supplement was so prepared and filed and any such
       amendment filed after the effective date of such registration statement
       has become effective.  No stop order suspending the effectiveness of
       the registration statement or preventing or suspending the use of any
       Preliminary Prospectus (as hereinafter defined) has been issued and no
       proceeding for that purpose has been instituted or threatened by the
       Commission.  A prospectus supplement ("Prospectus Supplement") setting
       forth the terms of the Securities and the Depositary Shares and of
       their sale and distribution has been or will be so prepared and will be
       filed pursuant to Rule 424(b) of the Rules and Regulations on or before
       the second business day after the date hereof (or such earlier time as
       may be required by the Rules and Regulations); and the Rules and
       Regulations do not require the Company to, and, without the consent of
       the Lead Managers, the Company will not, file a post-effective
       amendment after the time of execution of this Agreement and prior to
       the filing of such Prospectus Supplement (other than any document filed
       under the Securities Exchange Act of 1934  (the "Exchange Act") that
       upon filing is deemed to be incorporated by reference therein).  Copies
       of such registration statement and prospectus, any such amendment or
       supplement and all documents incorporated by reference therein that
       were filed with the Commission on or prior to the date of this
       Agreement (including one fully executed copy of the registration
       statement and of each amendment thereto for each of the Lead Managers
       and for counsel for the International Managers) have been delivered to
       the Lead Managers.  Such registration statement, as it may have
       heretofore been amended, is referred to herein as the "Registration
       Statement", and the final form of prospectus included in the
       Registration Statement, as supplemented by the Prospectus Supplement,
       is referred to herein as the "Prospectus".  Each form of Prospectus,
       Prospectus Supplement, or Prospectus and Prospectus Supplement, if any,
       heretofore made available for use in offering the Securities is

       referred to herein as a "Preliminary Prospectus".  Any reference herein
       to the Registration Statement, the Prospectus, any amendment or
       supplement thereto or any Preliminary Prospectus shall be deemed to
       refer to and include the documents incorporated by reference therein,
       and any reference herein to the terms "amend", "amendment" or
       "supplement" with respect to the Registration Statement or Prospectus
       shall be deemed to refer to the filing of any document with the
       Commission deemed to be incorporated by reference therein that has not
       heretofore been delivered to the Lead Managers.

	      (b)Each part of the Registration Statement, when such part
       became or becomes effective, each Preliminary Prospectus, on the date
       of filing thereof with the Commission, and the Prospectus and any
       amendment or supplement thereto, on the date of filing thereof with the
       Commission and on each Delivery Date (as hereinafter defined),
       conformed or will conform in all material respects with the
       requirements of the Act and the Rules and Regulations; each part of the
       Registration Statement, when such part became or becomes effective, did
       not or will not contain an untrue statement of a material fact or omit
       to state a material fact required to be stated therein or necessary to
       make the statements therein not misleading; each Preliminary
       Prospectus, on the date of filing thereof with the Commission, and the
       Prospectus and any amendment or supplement thereto, on the date of
       filing thereof with the Commission and on each Delivery Date, did not
       or will not include an untrue statement of a material fact or omit to
       state a material fact necessary to make the statements therein, in the
       light of the circumstances under which they were made, not misleading;
       provided that no representation or warranty is made as to information
       contained in or omitted from the Registration Statement or the
       Prospectus in reliance upon and in conformity with written information
       furnished to the Company by any Lead Manager, through the Lead Managers
       by or on behalf of any International Manager or by any U.S. Underwriter
       specifically for inclusion therein.

	      (c)The documents incorporated by reference in the Registration
       Statement, the Prospectus, any amendment or supplement thereto or any
       Preliminary Prospectus, when they became or become effective under the
       Act or were or are filed with the Commission under the Exchange Act, as
       the case may be, conformed or will conform in all material respects
       with the requirements of the Act or the Exchange Act, as applicable,
       and the Rules and Regulations of the Commission thereunder.

	      (d)The consolidated financial statements of the Company included
       or incorporated by reference in the Registration Statement and
       Prospectus present fairly the consolidated financial position of the
       Company as at the dates indicated and its consolidated results of
       operations and cash flows for the periods specified and have been
       prepared in conformity with generally accepted accounting principles
       applied on a consistent basis during the periods involved, except as
       indicated therein.

	      (e)The Company does not have any subsidiaries that would
       constitute significant subsidiaries within the meaning of Rule 405
       under the Act other than P.T. Freeport Indonesia Company, a limited
       liability company organized under the laws of Indonesia and
       domesticated in Delaware ("PT-FI"), and Rio Tinto Minera, S.A., a
       limited liability company organized under the laws of Spain ("RTM").

	      (f)Each of the Company, Eastern Mining Company, Inc., a Delaware
       corporation ("EMC"), and RTM has been duly incorporated and is validly

       existing as a corporation in good standing under the laws of its
       jurisdiction of incorporation; PT-FI has been domesticated in the State
       of Delaware and is in good standing under the laws of its jurisdiction
       of domestication and is a limited liability company duly organized
       under the laws of the Republic of Indonesia; each of the Company, PT-FI,
       EMC and RTM has full power and authority (corporate and other) to own
       its properties and conduct its business as described in the
       Registration Statement and Prospectus; and each of the Company, PT-FI
       and EMC has been duly qualified as a foreign corporation for the
       transaction of business and is in good standing to the extent
       applicable under the laws of each other jurisdiction in which it owns
       or leases properties or conducts any business so as to require such
       qualification, except where the failure to be so qualified or in good
       standing, considering all such cases in the aggregate, does not involve
       a material risk to the business, properties, financial position or
       results of operations of the Company and its subsidiaries.

	      (g)Except as contemplated in the Prospectus, subsequent to the
       respective dates as of which information is given in the Registration
       Statement and the Prospectus, none of the Company, PT-FI, EMC or RTM
       has incurred any liabilities or obligations, direct or contingent, or
       entered into any transactions, not in the ordinary course of business,
       that are material to the Company and its subsidiaries, and there has
       not been any material change, on a consolidated basis, in the capital
       stock, short-term debt or long-term debt of the Company and its
       subsidiaries, or any material adverse change in the prospects, or any
       material adverse change, or any development involving a prospective
       material adverse change, in the condition (financial or other),
       business, net worth or results of operations of the Company and its
       subsidiaries.

	      (h)The Company has an authorized capitalization as set forth in
       the Prospectus, and all the issued shares of capital stock of the
       Company have been duly and validly authorized and issued and are fully
       paid and non-assessable; all the issued shares of capital stock of
       PT-FI and EMC have been duly and validly authorized and issued, are
       fully paid and non-assessable and the portion of such shares shown by
       the Prospectus as beneficially owned by the Company are so owned
       subject to no security interest, other encumbrance or adverse claim;
       and the shares of RTM subscribed for by the Company constitute all the
       issued and outstanding shares of RTM and the Company has good and
       marketable title to such shares, free and clear of any mortgage, lien,
       pledge, charge, security interest, encumbrance or other adverse claim
       of any kind and free of any other limitation or restriction (including
       any restriction on the right to vote, sell or otherwise dispose of such
       shares), except that the Company is currently negotiating a sale to a
       third party of approximately five percent of the stock of a subsidiary
       of the Company that acts as a holding company for the shares of RTM.

	      (i)The Securities and the Depositary Shares have been duly
       authorized by the Company and the Securities, when issued and delivered
       against payment therefor as contemplated hereby, will be validly
       issued, fully paid and non-assessable; when the Depositary Receipts are
       issued in accordance with the provisions of the Deposit Agreement, such
       Depositary Receipts will entitle the holders thereof to the rights
       specified in such Depositary Receipts and in the Deposit Agreement; and
       the issuance of the Securities and the Depositary Shares are not
       subject to the preemptive rights of any stockholder of the Company.

	      (j)Neither the Company nor any of its agents or other persons

       acting on its behalf (other than the International Managers or the U.S.
       Underwriters, as to which no representation is made), has marketed the
       Securities or the Depositary Shares as futures contracts or commodity
       options or, except to the extent necessary to describe the functioning
       of the Securities and Depositary Shares or to comply with applicable
       disclosure requirements, as having the characteristics of futures
       contracts or commodity options.

	      (k)The Deposit Agreement has been duly authorized, and when duly
       executed and delivered by the Company, the Deposit Agreement will
       constitute a valid and binding obligation of the Company enforceable in
       accordance with its terms, subject to bankruptcy, insolvency,
       reorganization and other laws of general applicability relating to or
       affecting creditors' rights and to general equity principles; and the
       persons in whose names such Depositary Receipts are registered will be
       entitled to the rights specified in such Depositary Receipts and in the
       Deposit Agreement.

	      (l)Pursuant to the terms of the Certificate of Designations, and
       as described in the Prospectus, the Securities are subject to mandatory
       redemption, out of funds legally available therefor, in equal portions
       by the Company on August 1 of each year commencing August 1, 1999 and
       concluding with the redemption of all remaining outstanding Securities
       on August 1, 2006.

	      (m)The Depositary Shares, the Deposit Agreement and the
       Securities conform, or when so issued will conform, in all material
       respects to the descriptions thereof contained in the Prospectus.

	      (n)The statements in the Prospectus under the captions
       "Relationship of the Company Group with the FTX Group", "Description of
       Preferred Stock" and "Description of Depositary Shares" and in the
       Prospectus Supplement under the captions "Description of
       Silver-Denominated Preferred Stock" and "Description of Depositary
       Shares", insofar as such statements constitute summaries of the
       documents and matters referred to therein, fairly and accurately
       present the information called for with respect to such documents and
       matters.

	      (o)Except as set forth in the Prospectus, there is not pending
       or, to the knowledge of the Company, threatened, any action, suit or
       proceeding to which the Company, PT-FI, EMC or RTM is a party before or
       by any court or governmental agency or body, which could reasonably be
       expected to result in any material adverse change in the condition
       (financial or other), business, prospects, net worth or results of
       operations of the Company and its subsidiaries, or would reasonably be
       expected to materially and adversely affect the properties or assets
       thereof.

	      (p)The issuance and delivery of the Depositary Shares and the
       Securities, the execution and delivery of this Agreement and the
       Deposit Agreement by the Company, the consummation by the Company of
       the transactions herein and therein contemplated, and the compliance by
       the Company with the terms hereof and thereof do not and will not
       conflict with, or result in a breach or violation of, any of the terms
       or provisions of, or constitute a default under, the Certificate of
       Incorporation or By-laws, as amended (or analogous documents), of the
       Company, PT-FI, EMC or RTM or the Certificate of Domestication of PT-FI
       or any indenture, mortgage, deed of trust, loan agreement or other
       agreement or instrument to which the Company, PT-FI, EMC or RTM is a

       party or by which any of their respective properties or assets are
       bound, or any applicable law, rule, regulation, judgment, order or
       decree of any government, governmental instrumentality or court,
       domestic or foreign, having jurisdiction over the Company, PT-FI, EMC
       or RTM or any of their respective properties or assets (other than any
       such conflict, breach, violation or default which, individually or in
       the aggregate, would not have a material adverse effect on the
       condition (financial or other), business, prospects, net worth or
       results of operations of the Company and its subsidiaries taken as a
       whole); and no consent, approval, authorization, order, registration or
       qualification of or with any government, governmental instrumentality
       or court, domestic or foreign, including, without limitation, the U.S.
       Commodity Futures Trading Commission (the "CFTC"), is required for the
       valid authorization by the Company of the Securities or the Depositary
       Shares, the issuance and delivery of the Depositary Shares, the valid
       authorization, execution, delivery and performance by the Company of
       this Agreement and the Deposit Agreement or the consummation by the
       Company of the transactions contemplated by this Agreement and the
       Deposit Agreement, except the filing with the Secretary of State of the
       State of Delaware of a certificate of designations with respect to the
       Securities and except such consents, approvals, authorizations, orders,
       registrations or qualifications as are required under the Act and the
       securities or Blue Sky laws of the various states in connection with
       the purchase by the International Managers and distribution of the
       Securities and the Depositary Shares.

	      (q)This Agreement has been duly authorized, executed and
       delivered by the Company.

	      (r)The Company will apply the net proceeds from the sale of the
       Securities as set forth in the Prospectus.

	      (s)There are no contracts or documents of the Company, PT-FI,
       EMC or RTM that are required to be filed as exhibits to the
       Registration Statement or to any of the documents incorporated by
       reference therein by the Act, the Exchange Act or the Rules and
       Regulations of the Commission thereunder that have not been so filed.

	      2.  Purchase of Stock by the International Managers.  On the
basis of the representations and warranties contained in, and subject to the
terms and conditions of, this Agreement, the Company agrees to sell 950,000
shares of the International Firm Stock to the several International Managers
and each of the International Managers, severally and not jointly, agrees to
purchase the number of shares of the International Firm Stock set opposite
that International Manager's name in Schedule 1 hereto, as such number may be
increased in accordance with Section 9.

	      In addition, the Company hereby grants to the International
Managers an option to purchase up to 142,320 shares of International Option
Stock.  Such option is granted solely for the purpose of covering
over-allotments in the sale of International Firm Stock and is exercisable as
provided in Section 4 hereof.  Shares of International Option Stock shall be
purchased severally for the account of the International Managers in
proportion to the number of shares of International Firm Stock set opposite
the name of such International Managers in Schedule 1 hereto.  The respective
purchase obligations of each International Manager with respect to the
International Option Stock shall be adjusted by the Lead Managers so that no
International Manager shall be obligated to purchase International Option
Stock other than in 100 share amounts.


	      The purchase price of both the International Firm Stock and any
International Option Stock shall be $19.96 per share.

	      The Company shall not be obligated to deliver any of the Stock
to be delivered on the First Delivery Date or the Second Delivery Date (each,
as hereinafter defined), as the case may be, except upon payment for all the
Stock (including the U.S. Stock) to be purchased on such Delivery Date as
provided herein and in the U.S. Underwriting Agreement.

	      3.  Offering of Stock by the International Managers.  Upon
authorization by the Lead Managers of the release of the International Firm
Stock, the several International Managers propose to offer the International
Firm Stock for sale upon the terms and conditions set forth in the Prospectus.

	      Each International Manager agrees that, except to the extent
permitted by the Agreement Between U.S. Underwriters and International
Managers, (A) it is not purchasing any Stock for the account of any U.S.
Person (as defined below) and (B) it has not offered or sold, and will not
offer, sell, resell or deliver, directly or indirectly, any of the Stock or
distribute any Preliminary Prospectus or Prospectus to any U.S. Person.  As
used herein, the terms "United States" and "U.S." shall mean the United States
of America (including the states thereof and the District of Columbia) and its
territories, its possessions and other areas subject to its jurisdiction, and
the term "U.S. Person" shall mean any resident or national of the United
States, any corporation, partnership or other entity created or organized in
or under the laws of the United States or any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source (other than a foreign branch of any U.S. Person), and includes a United
States branch of a person other than a U.S. Person.  Each International
Manager hereby makes with the Company the agreements of such International
Manager contained in paragraphs (i) and (j) of Section 5 of the Agreement
Among International Managers dated as of the date hereof among the
International Managers.

	      Each International Manager represents, warrants and agrees that
neither it nor any of its agents or other persons acting on its behalf has
marketed or will market the Securities or the Depositary Shares as futures
contracts or commodity options or, except to the extent necessary to describe
the functioning of the Securities and Depositary Shares or to comply with
applicable disclosure requirements, as having the characteristics of futures
contracts or commodity options; and the Lead Managers confirm to the Company
that each dealer who has marketed or will market the Securities or Depositary
Shares as a "Selected Dealer" at the written request of the Lead Managers has
agreed to comply with such limitations.

	      4.  Delivery of and Payment for the Stock.  Delivery of and
payment for the International Firm Stock shall be made at the office of Lehman
Brothers Inc., 388 Greenwich Street (Cashier's Window, Main Level), New York,
New York 10013, at approximately 10:00 a.m., New York City time, on the fifth
full business day following the date of this Agreement or at such other date
or place as shall be determined by agreement between the Lead Managers and the
Company.  This date and time are sometimes referred to as the "First Delivery
Date."  On the First Delivery Date, the Company shall deliver or cause to be
delivered certificates representing the International Firm Stock to the Lead
Managers for the account of each International Manager against payment to or
upon the order of the Company of the purchase price by certified or official
bank check or checks payable in Federal (immediately available) funds.  Time
shall be of the essence, and delivery of, and payment for, the International
Firm Stock at the time and place specified pursuant to this Agreement is a
further condition of the obligation of each International Manager and the

Company hereunder.  Upon delivery, the International Firm Stock shall be
registered in such names and in such denominations as the Lead Managers shall
request in writing not less than two full business days prior to the First
Delivery Date.  For the purpose of expediting the checking and packaging of
the certificates for the International Firm Stock, the Company shall make the
certificates representing the International Firm Stock available for
inspection by the Lead Managers in New York, New York, not later than 2:00
p.m., New York City time, on the business day prior to the First Delivery Date.

	      At any time on or before the thirtieth day after the date of
this Agreement, the option granted in Section 2 may be exercised by written
notice being given to the Company by the Lead Managers.  Such notice shall set
forth the aggregate number of shares of International Option Stock as to which
the option is being exercised, the names in which the shares of International
Option Stock are to be registered, the denominations in which the shares of
International Option Stock are to be issued and the date and time, as
determined by the Lead Managers, when the shares of International Option Stock
are to be delivered; provided, however, that this date and time shall not be
earlier than the First Delivery Date nor earlier than the third business day
after the date on which the option shall have been exercised nor later than
the fifth business day after the date on which the option shall have been
exercised.  The date and time the shares of International Option Stock are
delivered are sometimes referred to as the "Second Delivery Date" and the
First Delivery Date and the Second Delivery Date are each sometimes referred
to as a "Delivery Date."

	      Delivery of and payment for the International Option Stock shall
be made at the office of Lehman Brothers Inc., 388 Greenwich Street (Cashier's
Window, Main Level), New York, New York  10013 (or at such other place as
shall be determined by agreement between the Lead Managers and the Company)
at approximately 10:00 a.m., New York City time, on the Second Delivery Date.
On the Second Delivery Date, the Company shall deliver or cause to be
delivered the certificates representing the International Option Stock to the
Lead Managers for the account of each International Manager against payment to
or upon the order of the Company of the purchase price by certified or
official bank check or checks payable in Federal (immediately available)
funds.  Time shall be of the essence, and delivery of, and payment for, the
International Option Stock at the time and place specified pursuant to this
Agreement is a further condition of the obligation of each International
Manager and the Company hereunder.  Upon delivery, the International Option
Stock shall be registered in such names and in such denominations as the Lead
Managers shall request in the aforesaid written notice.  For the purpose of
expediting the checking and packaging of the certificates for the
International Option Stock, the Company shall make the certificates
representing the International Option Stock available for inspection by the
Lead Managers in New York, New York, not later than 2:00 p.m., New York City
time, on the business day prior to the Second Delivery Date.

	      5.  Further Agreements of the Company.  The Company agrees:

	      (a)The Company will cause the Prospectus Supplement to be filed
       as required by Section 1(a) hereof (but only if the Lead Managers have
       not reasonably objected thereto by notice to the Company after having
       been furnished a copy a reasonable time prior to filing) and will
       notify the Lead Managers promptly of such filing; as long as a
       prospectus is required to be delivered under the Act in connection with
       the sale of the Depositary Shares, the Company will notify the Lead
       Managers promptly of the time when any subsequent amendment to the
       Registration Statement has become effective or any subsequent
       supplement to the Prospectus has been filed (and furnish the Lead

       Managers with copies thereof) and of any request by the Commission for
       any amendment or supplement to the Registration Statement or the
       Prospectus or for additional information; it will prepare and file with
       the Commission, promptly upon request of the Lead Managers, any
       amendments or supplements to the Registration Statement or the
       Prospectus that, in the opinion of the Lead Managers, may be necessary
       or advisable in connection with the distribution of the Securities and
       the Depositary Shares by the International Managers; it will file no
       amendment or supplement to the Registration Statement or Prospectus
       (other than any document filed under the Exchange Act that upon filing
       is deemed to be incorporated by reference therein) to which the Lead
       Managers shall reasonably object by notice to the Company after having
       been furnished a copy a reasonable time prior to the filing; and it
       will furnish to the Lead Managers at or prior to the filing thereof a
       copy of any document that upon filing is deemed to be incorporated by
       reference in the Registration Statement or the Prospectus.

	      (b)The Company will advise the Lead Managers, promptly after it
       shall receive notice or obtain knowledge thereof, of the issuance by
       the Commission of any stop order suspending the effectiveness of the
       Registration Statement, of any order preventing or suspending the use
       of any prospectus relating to the Securities or the Depositary Shares,
       of the suspension of the qualification of the Securities or the
       Depositary Shares for offering or sale in any jurisdiction or of the
       initiation or threatening of any proceeding for any such purpose; and
       it will promptly use its best efforts to prevent the issuance of any
       stop order or of any order preventing or suspending the use of any
       prospectus relating to the Securities or the Depositary Shares or
       suspending any such qualification or to obtain its withdrawal if such a
       stop order or order should be issued.

	      (c)Within the time during which a prospectus relating to the
       Securities or the Depositary Shares is required to be delivered under
       the Act, the Company will comply as far as it is able with all
       requirements imposed upon it by the Act and by the Rules and
       Regulations, as from time to time in force, so far as necessary to
       permit the continuance of sales of or dealings in the Securities or the
       Depositary Shares as contemplated by the provisions hereof and the
       Prospectus.  If during such period any event occurs as a result of
       which the Prospectus as then amended or supplemented would include an
       untrue statement of a material fact or omit to state a material fact
       necessary to make the statements therein, in the light of the
       circumstances then existing, not misleading, or if during such period
       it is necessary to amend or supplement the Registration Statement or
       the Prospectus or to file under the Exchange Act any document
       incorporated by reference in the Prospectus in order to comply with the
       Act or the Exchange Act, the Company will promptly notify the Lead
       Managers and will amend or supplement the Registration Statement or the
       Prospectus or file such document (at the expense of the Company) so as
       to correct such statement or omission or effect such compliance.

	      (d)The Company will arrange to qualify the Securities and the
       Depositary Shares for sale under the securities laws of such
       jurisdictions as the Lead Managers designate and will maintain such
       qualifications in effect so long as required for the distribution of
       such Securities and Depositary Shares, except that the Company shall
       not be required in connection therewith to qualify as a foreign
       corporation or to execute a general consent to service of process in
       any such jurisdiction.


	      (e)Neither the Company nor any of its agents or other persons
       acting on its behalf (other than the International Managers and the
       U.S. Underwriters, as to which the Company makes no covenant) will
       market the Securities or the Depositary Shares as futures contracts or
       commodity options or, except to the extent necessary to describe the
       functioning of the Securities and Depositary Shares or to comply with
       applicable disclosure requirements, as having the characteristics of
       futures contracts or commodity options.

	      (f)The Company will furnish to the Lead Managers and their
       counsel without charge, conformed copies of the Registration Statement
       as originally filed and all amendments thereto, whether filed before or
       after such Registration Statement originally became effective
       (including all exhibits thereto), and each Preliminary Prospectus, the
       Prospectus (including all documents incorporated by reference therein)
       and any amendments thereof and supplements thereto, in each case as
       soon as available and in such quantities as the Lead Managers may from
       time to time reasonably request.

	      (g)The Company will make generally available to its security
       holders as soon as practicable, but in any event not later than 45 days
       after the end of the 12-month period beginning at the end of the fiscal
       quarter of the Company during which the effective date of the
       Registration Statement occurs, an earning statement of the Company (in
       form complying with the provisions of Rule 158 under the Rules and
       Regulations), covering such 12-month period that shall satisfy the
       provisions of Section 11(a) of the Act, it being understood that the
       Company intends to satisfy this requirement by filing of its annual
       report on Form 10-K and its quarterly reports on Form 10-Q.

	      (h)The Company shall not, directly or indirectly, except with
       the prior written consent of the Lead Managers, during the period
       beginning from the date hereof and continuing to and including the day
       90 days after the date hereof, offer, sell, contract to sell to any
       person other than the International Managers or otherwise dispose of
       any securities of the Company which are, or which are convertible or
       exchangeable or exercisable for securities which are, substantially
       similar to the Depositary Shares or the Securities (the "Restricted
       Securities"), except for the Stock.

	      (i)The Company will promptly after the date hereof, in the event
       it has not already done so, file an application for the listing of the
       Depositary Shares on the New York Stock Exchange and will arrange to
       cause such Depositary Shares to be duly authorized for listing thereon,
       subject to official notice of issuance.  The Company will use its best
       efforts to cause the Depositary Shares to be registered under the
       Exchange Act.

	      (j)During the period of five years hereafter, the Company will
       furnish to the Lead Managers, as soon as practicable after the end of
       each fiscal year, a copy of its annual report to stockholders for such
       year; and the Company will furnish to the Lead Managers (i) as soon as
       available, a copy of each report or definitive proxy statement of the
       Company filed with the Commission under the Exchange Act or mailed to
       shareholders and (ii) from time to time, such other information
       concerning the Company as the Lead Managers may reasonably request.

	      6.  Expenses.  The Company, whether or not the transactions
contemplated hereunder are consummated or this Agreement is terminated, will
pay or cause to be paid all expenses incident to the performance of its

obligations under this Agreement, including (i) the preparation, printing,
filing and distribution of any Preliminary Prospectuses, the Prospectus, the
Registration Statement and any amendments thereof or supplements thereto, (ii)
the preparation, printing and distribution of this Agreement, the
International Managers' Questionnaire, the Agreement Among International
Managers, the Supplemental Agreement Among U.S. Underwriters, the
International Underwriting Agreement, the Agreement Between U.S. Underwriters
and International Managers, any Selling Agreement, the Securities, the
Depositary Receipts, the Deposit Agreement, the Certificate of Designations,
the shares of Common Stock and any Blue Sky memoranda, (iii) the distribution
of the terms of agreement relating to the organization of the underwriting
syndicate and the selling group to the members thereof by mail, telex or other
means of communication, (iv) the issuance and delivery of the Depositary
Receipts to you, (v) the fees and disbursements of the Company's counsel and
accountants and other experts, (vi) the expenses of qualifying the Securities
and the Depositary Shares under state securities laws in accordance with the
provisions of Section 5(d), including filing fees and reasonable fees and
disbursements of your counsel in connection therewith and in connection with
any Blue Sky memoranda, (vii) the fees and expenses of the Depositary and any
agent of the Depositary, including the fees and disbursements of counsel for
the Depositary in connection with the Deposit Agreement and the Depositary
Shares, (viii) the fees and expenses, if any, incurred in connection with the
listing of the Depositary Shares on the New York Stock Exchange and (ix) any
filing fee of the National Association of Securities Dealers, Inc. relating to
the Securities.  If the sale of the Securities and the Depositary Shares
provided for herein is not consummated by reason of any failure, refusal or
inability on the part of the Company to perform any agreement on its part to
be performed, or because any other condition of your obligations hereunder
required to be fulfilled by the Company is not fulfilled, the Company will
reimburse you for all reasonable out-of-pocket disbursements (including
reasonable fees and disbursements of counsel) incurred by you in connection
with your investigation, preparing to market and marketing the Securities and
the Depositary Shares or in contemplation of performing your obligations
hereunder.  The Company shall not in any event be liable to you for loss of
anticipated profits from the transactions covered by this Agreement.

	      7.  Conditions of International Managers' Obligations.  The
respective obligations of the International Managers hereunder are subject to
the accuracy, when made and on each Delivery Date, of the representations and
warranties of the Company contained herein, to the performance by the Company
of its obligations hereunder and to each of the following additional terms and
conditions:

	      (a)The Prospectus Supplement shall have been filed as required
       by Section 1(a) hereof; and no stop order suspending the effectiveness
       of the Registration Statement shall have been issued and no proceeding
       for that purpose shall have been instituted or threatened by the
       Commission, and any request of the Commission for additional
       information (to be included in the Registration Statement or the
       Prospectus or otherwise) shall have been complied with to the
       satisfaction of the Lead Managers.

	      (b)No International Manager or U.S. Underwriter shall have
       advised the Company that the Registration Statement or Prospectus, or
       any amendment or supplement thereto, contains an untrue statement of
       fact that in the opinion of the Lead Managers is material, or omits to
       state a fact that in the opinion of the Lead Managers or counsel for
       the International Managers is material and is required to be stated
       therein or is necessary to make the statements therein not misleading.


	      (c)Except as contemplated in the Prospectus, subsequent to the
       respective dates as of which information is given in the Registration
       Statement and the Prospectus, there shall not have been any change, on
       a consolidated basis, in the capital stock (other than changes
       resulting from issuances of shares of the Company's Class A Common
       Stock, par value $0.10 per share (the "Common Stock"), in connection
       with the conversion or exchange of any security of the Company
       outstanding on the date as of which such information is given),
       short-term debt or long-term debt of the Company and its subsidiaries,
       or any adverse change in the prospects, or any adverse change, or any
       development involving a prospective adverse change, in the condition
       (financial or other), business, net worth or results of operations of
       the Company and its subsidiaries or any change in the rating assigned
       to any securities of the Company that, in the judgment of the Lead
       Managers, makes it impractical or inadvisable to offer or deliver the
       Depositary Shares on the terms and in the manner contemplated in the
       Prospectus.

	      (d)The Lead Managers shall have received the opinion of Davis
       Polk & Wardwell, special counsel for the Company, dated such Delivery
       Date, to the effect that:

		  (i)  The Company has been duly incorporated and is an
	      existing corporation in good standing under the laws of its
	      jurisdiction of incorporation and PT-FI has been domesticated
	      and is in good standing under the laws of its jurisdiction of
	      domestication;

		 (ii)  The Securities being delivered on such Delivery Date
	      have been duly authorized and validly issued and are fully paid
	      and non-assessable; and the issuance of such Securities is not
	      subject to the preemptive rights of any stockholder of the
	      Company;

		(iii)  The Depositary Shares being delivered on such Delivery
	      Date have been duly issued in accordance with the provisions of
	      the Deposit Agreement and the persons in whose names the
	      Depositary Receipts being delivered on such Delivery Date are
	      registered are entitled to the rights specified in such
	      Depositary Receipts and in the Deposit Agreement;

		 (iv)  The Deposit Agreement has been duly authorized,
	      executed and delivered by the Company, and the Deposit Agreement
	      constitutes a valid and binding obligation of the Company
	      enforceable in accordance with its terms, subject to bankruptcy,
	      insolvency, reorganization and other laws of general
	      applicability relating to or affecting creditors' rights and to
	      general equity principles;

		  (v)  Pursuant to the terms of the Certificate of
	      Designations, and as described in the Prospectus, the Securities
	      are subject to mandatory redemption, out of funds legally
	      available therefor, in equal portions by the Company on August 1
	      of each year commencing August 1, 1999 and concluding with the
	      redemption of all remaining outstanding Securities on August 1,
	      2006;

		 (vi)  The statements in the Prospectus under the captions
	      "Relationship of the Company Group with the FTX Group",
	      "Description of Preferred Stock" and "Description of Depositary

	      Shares", and in the Prospectus Supplement under the captions
	      "Description of Silver-Denominated Preferred Stock" and
	      "Description of Depositary Shares", insofar as such statements
	      constitute summaries of the documents and matters referred to
	      therein, fairly and accurately present the information called
	      for with respect to such documents and matters;

		(vii)  The Registration Statement has become effective under
	      the Act; the Prospectus Supplement has been filed as required by
	      Section 1(a) hereof; and to the best knowledge of such counsel
	      no stop order suspending the effectiveness of the Registration
	      Statement or order preventing or suspending the use of any
	      prospectus relating to the Securities or the Depositary Shares
	      has been issued under the Act and no proceedings for that
	      purpose have been instituted or threatened;

	       (viii)  Each part of the Registration Statement, when such part
	      became effective, and the Prospectus and any amendment or
	      supplement thereto, on the date of filing thereof with the
	      Commission, complied as to form in all material respects with
	      the requirements of the Act and the Rules and Regulations; and
	      such counsel has no reason to believe that any such part of the
	      Registration Statement, when such part became effective,
	      contained an untrue statement of a material fact or omitted to
	      state a material fact required to be stated therein or necessary
	      to make the statements therein not misleading, or that the
	      Prospectus, as of its date and on such Delivery Date, and any
	      amendment or supplement thereto, as of the date thereof and on
	      such Delivery Date, contained an untrue statement of a material
	      fact or omitted to state a material fact necessary to make the
	      statements therein, in the light of the circumstances under
	      which they were made, not misleading; it being understood that
	      such counsel need express no opinion as to the financial
	      statements or other financial data included or incorporated by
	      reference in any of the documents mentioned in this clause
	      (viii);

		 (ix)  This Agreement has been duly authorized, executed and
	      delivered by the Company;

		  (x)  The issuance and delivery by the Company of the
	      Securities and the Depositary Shares, the execution and delivery
	      of this Agreement and the Deposit Agreement by the Company, the
	      consummation by the Company of the transactions herein and
	      therein contemplated and compliance by the Company with the
	      terms of this Agreement and the Deposit Agreement, will not
	      result in a breach or violation of any of the terms and
	      provisions of, or constitute a default under (a) the charter or
	      by-laws of the Company or PT-FI, or (b) to the best of such
	      counsel's knowledge, but without any independent investigation,
	      any Federal securities law of the United States, any law of the
	      State of New York or the Delaware General Corporation Law, or of
	      any order, writ, judgment, decree, determination or award
	      binding on the Company; and no consent, approval, authorization
	      or order of, or filing with, any court or governmental agency or
	      body, including, without limitation, the CFTC, is required for
	      the consummation of the transactions contemplated by this
	      Agreement, except (i) the filing of the Certificate of
	      Designations which has been made prior to the First Delivery
	      Date and (ii) such as have been obtained under the Act and such

	      as may be required under state laws in connection with the
	      purchase and distribution of the Depositary Shares by the
	      several U.S. Underwriters; and

		 (xi)  The offer and sale of the Depositary Shares and the
	      Securities do not violate the United States Commodity Exchange
	      Act, as amended (the "CEA"), or the rules and regulations of the
	      CFTC thereunder.

	      (e)The Lead Managers shall have received the opinion of John G.
       Amato, Esq., General Counsel of the Company, dated such Delivery Date,
       to the effect that:

		  (i)  Each of the Company and PT-FI has full power and
	      authority (corporate and other) to conduct its business as
	      described in the Prospectus and is duly qualified to do business
	      in each jurisdiction in which it owns or leases real property or
	      in which the conduct of its business requires such qualification
	      except where the failure to be so qualified, considering all
	      such cases in the aggregate, does not involve a material risk to
	      the business, properties, financial position or results of
	      operations of the Company and its subsidiaries;

		 (ii)  The documents incorporated by reference in the
	      Prospectus, when they were filed with the Commission, complied
	      as to form in all material respects with the requirements of the
	      Exchange Act and the Rules and Regulations thereunder; and such
	      counsel believes that none of such documents, when such
	      documents were so filed, contained an untrue statement of a
	      material fact or omitted to state a material fact necessary in
	      order to make the statements therein, in the light of the
	      circumstances under which they were made when such documents
	      were so filed, not misleading, it being understood that such
	      counsel need express no opinion as to the financial statements
	      or other financial data included in any of the documents
	      mentioned in this clause (ii);

		(iii)  The descriptions in the Prospectus of statutes, legal
	      and governmental proceedings, contracts and other documents are
	      accurate and fairly present the information required to be
	      shown; and such counsel does not know of any statutes or legal or
	      governmental proceedings required to be described in the
	      Prospectus that are not described as required, or of any
	      contracts or documents of a character required to be described
	      in the Prospectus (or required to be filed under the Exchange
	      Act if upon such filing they would be incorporated by reference
	      therein) or to be filed as exhibits to the Registration Statement
	      that are not described and filed as required;

		 (iv)  The performance of this Agreement and the Deposit
	      Agreement and the consummation of the transactions herein and
	      therein contemplated will not result in a breach or violation of
	      any of the terms and provisions of, or constitute a default
	      under, any statute, any agreement or instrument known to such
	      counsel to which the Company or PT-FI is a party or by which any
	      of them is bound or to which any of the property of any of them
	      is subject, or any order, rule or regulation known to such
	      counsel of any court or governmental agency or body having
	      jurisdiction over the Company or PT-FI or any of their
	      properties; and


		  (v)  The Company has an authorized capitalization as set
	      forth in the Prospectus (other than changes resulting from
	      issuances of shares of Common Stock in connection with the
	      conversion or exchange of any security of the Company
	      outstanding on the date as of which such information is given);
	      all the issued shares of capital stock of PT-FI shown in the
	      Prospectus as beneficially owned by the Company have been duly
	      and validly authorized and issued, are fully paid and
	      non-assessable and are so owned subject to no security interest,
	      other encumbrance or adverse claim.

	      (f)The Lead Managers shall have received the opinion of Miller &
       Chevalier, special tax counsel for the Company, dated such Delivery
       Date, to the effect that the description contained under "Certain
       Federal Income Tax Consequences" in the Prospectus Supplement is
       complete, fair and accurate in all material respects.

	      (g)The Lead Managers shall have received the opinion of Ali
       Budiardjo, Nugroho, Reksodiputro, special Indonesian counsel for the
       Company, dated such Delivery Date, to the effect that:

		  (i)  PT-FI has been duly organized and is an existing
	      corporation in good standing under the laws of Indonesia;

		 (ii)  the Contract of Work, dated December 30, 1991, between
	      the Ministry of Mines of the Government of The Republic of
	      Indonesia, acting for such Government, and PT-FI (the "Contract
	      of Work"), has been duly authorized, executed and delivered by
	      and constitutes the valid and binding obligation of the parties
	      thereto, is in full force and effect and is enforceable in
	      accordance with its terms;

		(iii)  other than those already granted in or pursuant to the
	      Contract of Work and routine authorizations, permissions,
	      consents or approvals (including approvals required under
	      certain routine administrative regulations), which are of a
	      minor nature and which are customarily granted in due course
	      after application, or the denial of which would not materially
	      adversely affect the business, present or proposed, of PT-FI, no
	      registration with, or authorization or order of, The Government
	      of Indonesia or any subdivision thereof is required to permit
	      PT-FI to carry out its operations, including those described in
	      the Prospectus; to procure and import equipment and other
	      materials therefor; to export its products, or to construct,
	      equip, own, operate or maintain its assets or business; and

		 (iv)  to the best of such counsel's knowledge after due
	      inquiry, other than routine tax audits conducted in accordance
	      with the terms of the Contract of Work, there is no action,
	      suit, proceeding or investigation by or before any Indonesian
	      court or governmental authority pending or threatened against or
	      affecting PT-FI or any of its properties or rights which, if
	      determined adversely to PT-FI, would in the aggregate have a
	      material adverse effect on its present or future business or
	      condition.

	      (h)The Lead Managers shall have received from Sullivan &
       Cromwell, counsel to the International Managers, such opinion or
       opinions, dated such Delivery Date, with respect to the incorporation

       of the Company, the validity of the Securities and the Depositary
       Shares being delivered on such Delivery Date, the Deposit Agreement,
       the Registration Statement, the Prospectus and other related matters as
       the Lead Managers reasonably may request, and such counsel shall have
       received such papers and information as they request to enable them to
       pass upon such matters.

	      (i)The Lead Managers shall have received the opinion of Cleary,
       Gottlieb, Steen & Hamilton, special commodities counsel to the
       International Managers, dated such Delivery Date, to the effect that
       the offer, sale, issuance and delivery by the Company of the Securities
       and the Depositary Shares being delivered on such Delivery Date in the
       manner contemplated by this Agreement, the U.S. Underwriting Agreement
       and the Prospectus, the execution and delivery of this Agreement, the
       U.S. Underwriting Agreement and the Deposit Agreement and the
       performance by the Company of its obligations under the terms of the
       Securities and the Depositary Shares will not violate the CEA or the
       rules and regulations of the CFTC thereunder.

	      (j)At the time of execution of this Agreement and on each
       Delivery Date, the Lead Managers shall have received a letter from
       Arthur Andersen & Co., dated the date of delivery thereof, to the
       effect that (i) they are independent certified public accountants with
       respect to the Company and PT-FI within the meaning of the Act and the
       Rules and Regulations and that the answer to Item 10 of the
       Registration Statement form is correct insofar as it relates to them;
       (ii) in their opinion, the financial statements and schedules examined
       by them included or incorporated by reference in the Registration
       Statement and Prospectus comply as to form in all material respects
       with the applicable requirements of the Act or the Exchange Act, as
       applicable, and the published Rules and Regulations thereunder; and
       (iii) as to such other matters as the Lead Managers may reasonably
       request and in form and substance satisfactory to the Lead Managers.

	      (k)The Lead Managers shall have received from the Company a
       certificate, signed by the Chairman of the Board, the President or a
       Vice President and by the principal financial or accounting officer,
       dated such Delivery Date, to the effect that, to the best of their
       knowledge based upon reasonable investigation:

		  (i)  The representations and warranties of the Company in
	      this Agreement are true and correct, as if made at and as of
	      such Delivery Date, and the Company has complied with all the
	      agreements and satisfied all the conditions on its part to be
	      performed or satisfied at or prior to such Delivery Date;

		 (ii)  No stop order suspending the effectiveness of the
	      Registration Statement has been issued, and no proceeding for
	      that purpose has been instituted or is threatened by the
	      Commission; and

		(iii)  Since the effective date of the Registration Statement,
	      there has occurred no event required to be set forth in an
	      amendment or supplement to the Registration Statement or
	      Prospectus that has not been so set forth, and there has been no
	      document required to be filed under the Exchange Act and the
	      Rules and Regulations thereunder that upon such filing would be
	      deemed to be incorporated by reference in the Prospectus that
	      has not been so filed.


	      (k)The Depositary Shares shall have been duly approved for
       listing by the New York Stock Exchange, subject only to official notice
       of issuance.

	      (m)On or after the date hereof there shall not have occurred any
       of the following:  (i) a suspension or limitation in trading in the
       Common Stock or in securities generally on the New York Stock Exchange
       or the American Stock Exchange or any setting of minimum or maximum
       prices or ranges of prices for trading on any such Exchange; (ii) a
       moratorium on banking activities in New York declared by either Federal
       or New York State authorities; or (iii) any material adverse change in
       the financial markets in the United States or any outbreak or
       escalation of hostilities or other calamity or crisis involving the
       United States, or the declaration by the United States of a national
       emergency or war, if the effect of any such event specified in clause
       (iii) above in the judgment of the Lead Managers makes it impracticable
       or inadvisable to proceed with the public offering or the delivery of
       the Depositary Shares to be purchased by the International Managers.

	      (n)The Company shall have furnished to the Lead Managers such
       further certificates and documents as the Lead Managers shall have
       reasonably requested.

	      (o)The closing under the U.S. Underwriting Agreement shall have
       occurred concurrently with the closing hereunder on the First Delivery
       Date.

	      All opinions, letters, evidence and certificates mentioned above
or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to
counsel for the International Managers.

	      8.  Indemnification and Contribution.

	      (a) The Company will indemnify and hold harmless each
International Manager and each person who controls each International Manager
within the meaning of the Act as follows:

	      (i)  against any and all loss, liability, claim, damage and
       expense whatsoever, as incurred, joint or several, to which such
       International Manager may become subject, under the Act or otherwise,
       arising out of any untrue statement or alleged untrue statement of a
       material fact contained in any part of the Registration Statement (or
       any amendment thereto), when such part became effective, or the
       omission or alleged omission therefrom of a material fact required to
       be stated therein or necessary to make the statements therein not
       misleading or arising out of any untrue statement or alleged untrue
       statement of a material fact contained in any Preliminary Prospectus or
       the Prospectus (or any amendment or supplement thereto) or the omission
       or alleged omission therefrom of a material fact necessary in order to
       make the statements therein, in the light of the circumstances under
       which they are made, not misleading;

	   (ii)  against any and all loss, liability, claim, damage and
       expense whatsoever, as incurred, joint or several, to which such
       International Manager may become subject, under the Act or otherwise,
       to the extent of the aggregate amount paid in settlement of any
       litigation, or any investigation or proceeding by any governmental
       agency or body, commenced or threatened, or of any claim whatsoever
       based upon any such untrue statement or omission, or any such alleged

       untrue statement or omission, if such settlement is effected with the
       written consent of the Company; and

	  (iii)  against any and all expense whatsoever, as incurred by each
       International Manager (including, subject to Section 8(c) hereof, the
       fees and disbursements of counsel chosen by the International
       Managers), reasonably incurred in investigating, preparing or defending
       against any litigation, or any investigation or proceeding by any
       governmental agency or body, commenced or threatened, or any claim
       whatsoever based upon any such untrue statement or omission, or any such
       alleged untrue statement or omission, to the extent that any such
       expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by
the Lead Managers, or by any International Manager through the Lead Managers,
or by any U.S. Underwriter expressly for use in the Registration Statement (or
any amendment thereto) or any Preliminary Prospectus or the Prospectus (or any
amendment or supplement thereto); and provided, further, that the Company
shall not be liable to any International Manager under the indemnity agreement
in this Section 8(a) with respect to any Preliminary Prospectus to the extent
that any such loss, claim, damage or liability of such International Manager
results from the fact that such International Manager sold Stock to a person
as to whom it shall be established that there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus or of
the Prospectus as then amended or supplemented (in either case excluding
documents incorporated therein by reference) in any case where such delivery
is required by the Act if the Company has previously furnished copies thereof
in sufficient quantity to such International Manager and the loss, claim,
damage or liability of such International Manager results from an untrue
statement or omission of a material fact contained in the Preliminary
Prospectus which was identified in writing at such time to such International
Manager and corrected in the Prospectus or in the Prospectus as then amended
or supplemented (in either case excluding documents incorporated therein by
reference).

	      (b)  Each International Manager agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signed
the Registration Statement, and each person who controls the Company within
the meaning of the Act, to the same extent as the foregoing indemnity from the
Company to the International Managers, but only to the extent the related
untrue statement or alleged untrue statement or omission or alleged omission
was made in the related document referred to in the foregoing indemnity in
reliance upon and in conformity with written information relating to the Lead
Managers furnished to the Company by the Lead Managers, or by such
International Manager through the Lead Managers, expressly for inclusion in
the preparation of the documents referred to in the foregoing indemnity.

	      (c)  Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party or
parties in writing of the commencement thereof; but the omission so to notify
the indemnifying party or parties shall not relieve it from any liability that
it may have to any indemnified party otherwise than under such subsection.  In
case any such action shall be brought against any indemnified party, and it
shall notify the indemnifying party or parties of the commencement thereof,
the indemnifying party or parties shall be entitled to participate in, and, to

the extent that it shall elect, jointly with any other indemnifying party
similarly notified, by written notice delivered to such indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party); provided, however, that if, in the
judgment of such indemnified party, a conflict of interest exists where it is
advisable for such indemnified party to be represented by separate counsel,
the indemnified party shall have the right to employ separate counsel in any
such action, in which event the fees and expenses of such separate counsel
shall be borne by the indemnifying party or parties, and after notice from the
indemnifying party or parties to such indemnified party of its election so to
assume the defense thereof and approval by the indemnified party of counsel,
the indemnifying party or parties shall not be liable to such indemnified party
under such subsection for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party or parties shall not be liable for the expenses of more
than one such separate counsel representing the indemnified parties under
subparagraph (a) of this Section 8 who are parties to such action), (ii) the
indemnifying party or parties shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying
party or parties have authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party or parties; and except that, if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii).

	      (d)  If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
International Managers on the other from the offering of the Stock to which
such loss, claim, damage or liability (or action in respect thereof) relates.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and the International
Managers on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations.  The
relative benefits received by the Company on the one hand and the
International Managers on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Stock (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the International Managers, in each case
as set forth in the table on the cover page of the U.S. Prospectus Supplement.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the International Managers on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.  The

Company and the International Managers agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were to be
determined by pro rata allocation (even if the International Managers were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to above
in this subsection (d).  The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending against any such action or claim.
Notwithstanding the provisions of this subsection (d), no International
Manager shall be required to contribute any amount in excess of the amount by
which the total price at which the Stock underwritten by it and distributed to
the public was offered to the public exceeds the amount of any damages which
such International Manager has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  The International Managers'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.

	      (e) The International Managers severally confirm that the
statements with respect to the public offering of the Stock set forth on the
cover page of, and under the caption "Underwriting" in, the Prospectus are
correct and constitute the only information furnished in writing to the
Company by or on behalf of the International Managers specifically for
inclusion in the Registration Statement and the Prospectus.

	      (f) All representations, warranties, and agreements of the
Company herein or in certificates or letters of officers delivered pursuant
hereto, and the agreements of the several International Managers contained in
this Section 8, shall remain operative and in full force and effect regardless
of any termination of this Agreement or any investigation made by or on behalf
of the Company or any International Manager or any controlling person, and
shall survive delivery of any Depositary Shares to the International Managers.

	      9.  Defaulting International Managers.  (a)  If any of the
International Managers or U.S. Underwriters shall fail to take up and pay for
the amount of Stock or U.S. Stock, as the case may be, agreed by such
International Manager or U.S. Underwriter to be purchased hereunder or under
the U.S. Underwriting Agreement on any Delivery Date, upon tender of such
Stock or U.S. Stock in accordance with the terms hereof or thereof, and the
amount of Stock and U.S. Stock not purchased does not aggregate more than 10%
of the total amount of Stock and U.S. Stock that the International Managers
and U.S. Underwriters are obligated to purchase hereunder and thereunder on
such Delivery Date, the remaining International Managers shall be obligated to
take up and pay for (in proportion to their respective underwriting
obligations hereunder except as may otherwise be determined by the Lead
Managers) the Stock that the withdrawing or defaulting International Managers
agreed but failed to purchase.

	      (b)If any International Managers or U.S. Underwriters shall fail
to take up and pay for the amount of Stock or U.S. Stock, as the case may be,
agreed by such International Manager or U.S. Underwriter to be purchased
hereunder or under the U.S. Underwriting Agreement on any Delivery Date, upon
tender of such Stock or U.S. Stock in accordance with the terms hereof or
thereof, and the amount of Stock and U.S. Stock not purchased aggregates more
than 10% of the total amount of Stock and U.S. Stock that the International
Managers and U.S. Underwriters are obligated to purchase hereunder and

thereunder on such Delivery Date, and arrangements satisfactory to the Lead
Managers, the Representatives and the Company for the purchase of such Stock
and U.S. Stock by other persons are not made within 36 hours thereafter, this
Agreement shall terminate.  In the event of any such termination the Company
shall not be under any liability to any International Manager with respect to
Stock not purchased by reason of such termination (except to the extent
provided in Section 6 and Section 8 hereof) nor shall any International
Manager (other than an International Manager who shall have failed, otherwise
than for some reason permitted under this Agreement, to purchase the amount of
Stock agreed by such International Manager to be purchased hereunder) be under
any liability to the Company with respect to such Stock (except to the extent
provided in Section 8 hereof).

	      10.  Termination.  The obligations of the International Managers
hereunder may be terminated by the Lead Managers, in their absolute
discretion, by notice given to and received by the Company prior to delivery
of any payment for the Firm Stock if, prior to that time, any of the events
described in Sections 7(c) or 7(m) have occurred.

	      11.  Notices, etc.  All statements, requests, notices and
agreements hereunder shall be in writing, and:

		 (a)if to the International Managers, shall be delivered or
	      sent by mail, telex or facsimile transmission to Lehman Brothers
	      International (Europe), 1 Broadgate, London EC2M 7HA, England,
	      Attention: Syndicate Department; and

		 (b)if to the Company, shall be delivered or sent by mail,
	      telex or facsimile transmission to the address of the Company
	      set forth in the Registration Statement, Attention: John G.
	      Amato, Esq., General Counsel;

provided, however, that any notice to an International Manager pursuant to
Section 8(c) shall be delivered or sent by mail, telex or facsimile
transmission to such International Manager at its address set forth in its
acceptance telex to the representatives, which address will be supplied to any
other party hereto by the Lead Managers upon request.  Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof.  The Company shall be entitled to act and rely upon any request,
consent, notice or agreement given or made on behalf of the International
Managers by Lehman Brothers International (Europe) on behalf of the Lead
Managers.

	      12.  Persons Entitled to Benefit of Agreement.  This Agreement
shall inure to the benefit of, and be binding upon the International Managers,
the Company and their respective successors.  This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any International Manager within the
meaning of Section 15 of the Act and for the benefit of each International
Manager (and controlling persons thereof) who offers or sells any shares of
Stock in accordance with the terms of the Agreement Between U.S. Underwriters
and International Managers and (B) the indemnity agreement of the
International Managers contained in Section 8(b) of this Agreement shall be
deemed to be for the benefit of directors of the Company, officers of the
Company who have signed the Registration Statement and any person controlling
the Company within the meaning of Section 15 of the Act.  Nothing in this
Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Section 13, any legal or equitable right, remedy

or claim under or in respect of this Agreement or any provision contained
herein.

	      13.  Definition of Terms "Business Day" and "Subsidiary".  For
purposes of this Agreement, (a) "business day" means any day on which the New
York Stock Exchange, Inc. is open for trading, other than a day on which banks
are authorized or obligated by law or executive order to close in New York
City and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules
and Regulations.

	      14.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of New York.

	      15.  Counterparts.  This Agreement may be executed in one or
more counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

	      16.  Headings.  The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

	      If the foregoing correctly sets forth the agreement between the
Company and the International Managers please indicate your acceptance in the
space provided for the purpose below.

					  Very truly yours,

					  FREEPORT-McMoRan COPPER & GOLD INC.


					  By:    /s/ STEPHEN M. JONES
						 --------------------------
						 Name: Stephen M. Jones
						 Title: Vice President

Accepted:

LEHMAN BROTHERS INTERNATIONAL (EUROPE)
GOLDMAN SACHS INTERNATIONAL
KIDDER, PEABODY INTERNATIONAL plc
MERRILL LYNCH INTERNATIONAL LIMITED
S.G. WARBURG SECURITIES LTD.
  For themselves and as Lead Managers
  for each of the several International
  Managers named on Schedule 1 hereto

By:  LEHMAN BROTHERS INTERNATIONAL (EUROPE)


By:  /s/ LAURA HANSEN
     -------------------------------------
	    Authorized Representative





				  SCHEDULE 1

								Amount of

							       Depositary
								Shares
								 to be
       International Manager                                    Purchased


Lehman Brothers International (Europe).............................  170,050
Goldman Sachs International........................................  155,800
Kidder, Peabody International plc..................................  155,800
Merrill Lynch International Limited................................  155,800
S.G. Warburg Securities Ltd........................................  155,800
ABN AMRO Bank N.V..................................................   14,250
Banque Indosuez....................................................   14,250
Barclays de Zoete Wedd Limited.....................................   14,250
Burns Fry Limited..................................................   14,250
Commerzbank Aktiengesellschaft.....................................   14,250
Deutsche Bank Aktiengesellschaft...................................   14,250
Hambros Equities UK Limited........................................   14,250
NatWest Securities Limited.........................................   14,250
Nikko Europe plc...................................................   14,250
N M Rothschild & Sons Limited......................................   14,250
UBS Limited........................................................   14,250



       Total.......................................................  950,000