STOCK PURCHASE AGREEMENT



          This Stock Purchase Agreement (the "Agreement"), dated as of

March 22, 2004, is by and between Freeport-McMoRan Copper & Gold Inc.

("Freeport") and Rio Tinto plc ("Rio Tinto") and Rio Tinto International

Holdings Limited, a wholly owned subsidiary of Rio Tinto ("Holdings").



          WHEREAS, Holdings owns 23,931,100 shares of Class B Common Stock

of Freeport (the "Shares"), and Rio Tinto desires to permit Holdings to

sell and Freeport desires to purchase all of the Shares for the

consideration and on the terms and conditions set forth in this Agreement;



          WHEREAS, Rio Tinto has the right pursuant to the Registration

Rights Agreement dated as of May 12, 1995, between Freeport, on the one

hand, and Rio Tinto (then named The RTZ Corporation PLC), Rio Tinto America

Holdings Inc. (then named RTZ America, Inc.) and Rio Tinto Indonesia

Limited (then named RTZ Indonesia Limited), on the other hand (the

"Registration Rights Agreement"), to cause Freeport to register the Shares

for sale by Holdings in a public offering;



          WHEREAS, Freeport and Rio Tinto have concluded that, in lieu of a

registered public offering, it would be in the best interest of both

companies for Freeport to purchase the Shares using the proceeds derived

from a simultaneous sale of convertible preferred stock pursuant to the

Preferred Stock Offering; and



          WHEREAS, in addition to the terms defined herein, capitalized

terms used herein are defined in Article 9 hereof.



          NOW, THEREFORE, in consideration of the respective

representations, warranties and covenants contained herein and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged by Freeport, Rio Tinto and Holdings, the parties agree as

follows:



                                 ARTICLE 1

                             PURCHASE AND SALE



          1.1  Purchase and Sale. Subject to the terms and conditions of

this Agreement, at the Closing Holdings shall sell to Freeport, and

Freeport shall purchase from Holdings, the Shares, free of any and all

Liens.



          1.2  Purchase Price. The aggregate purchase price (the "Purchase

Price") for the Shares shall equal 97% of the product of 23,931,100 and the

price of a share of Freeport's Class B Common Stock that is used to

establish the conversion price of the convertible preferred stock to be

sold in the Preferred Stock Offering (the "Freeport Share Reference

Price").



                                 ARTICLE 2

                                  CLOSING



          2.1  Closing. The closing of the purchase and sale of the Shares

(the "Closing") shall occur on the Preferred Stock Offering Closing Date at

the offices of Fried, Frank, Harris, Shriver & Jacobson, One New York

Plaza, New York, New York, at 11:00 a.m., or on such other date and at such

other time and place as the parties shall agree in writing; provided that

if any of the conditions to Closing required by Article 6 has not been met

or waived by the party or parties entitled so to waive by April 15, 2004,

this Agreement (other than Section 8.2 and Article 10) shall, unless the

parties otherwise agree, automatically terminate and no party shall have

any claim of any nature whatsoever against any other party under this

Agreement (save as provided in Section 8.2).



          2.2  Closing Obligations. At the Closing and subject to the terms

and conditions herein contained:



               (a) Freeport shall deliver to Holdings the Purchase Price in

cash by wire transfer to an account or accounts, which shall be specified

in writing by Rio Tinto to Freeport not less than 24 hours prior to the

Closing.



               (b) Holdings shall deliver to Freeport the stock

certificates representing the Shares duly endorsed by Holdings to Freeport.



               (c) The parties shall deliver to each other:



                   (1) the certificates and opinions referred to in Article

                       6;



                   (2) satisfactory evidence of the termination of each of

                       the Registration Rights Agreement and the 1995 Share

                       Acquisition Agreement; and



                   (3) such other documents as may be necessary to

                       consummate the transactions contemplated hereunder.



               (d) The parties shall take such other actions as are

required to consummate the transactions contemplated by this Agreement.



                                 ARTICLE 3

                       REPRESENTATIONS AND WARRANTIES

                         OF RIO TINTO AND HOLDINGS



          Rio Tinto and Holdings represent and warrant to Freeport with

respect to itself as follows:



          3.1  Organization. Each of Rio Tinto and Holdings is a company

duly organized and validly existing under the laws of England and has full

power and authority to own and lease its properties and assets, including

the Shares, and to carry on its business as it is now being conducted.



          3.2  Authority. Rio Tinto and Holdings each has all necessary

corporate power and authority to execute, deliver and perform this

Agreement and to consummate the transactions contemplated hereby. This

Agreement has been duly executed and delivered by each of Rio Tinto and

Holdings and constitutes a valid and legally binding obligation of each of

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