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STIPULATION OF SETTLEMENT

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SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP MICHAEL C. MCKAY 8501 North Scottsdale Road, Suite 270 Scottsdale, AZ 85253 Telephone: (480) 428-0141 Facsimile: (866) 505-8036 [email protected] ROBBINS ARROYO LLP BRIAN J. ROBBINS FELIPE J. ARROYO JENNY L. DIXON 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990 Facsimile: (619) 525-3991 [email protected] [email protected] [email protected] Attorneys for Plaintiff

IN THE SUPERIOR COURT OF THE STATE OF ARIZONA IN AND FOR THE COUNTY OF MARICOPA

JEFFREY HARRIS, Derivatively on Behalf of FREEPORT-MCMORAN INC.,

Plaintiff,

v.

ROBERT J. ALLISON, JR., ALAN R. BUCKWALTER, III, ROBERT A. DAY, GERALD J. FORD, THOMAS A. FRY, III, H. DEVON GRAHAM, JR., LYDIA H. KENNARD, CHARLES C. KRULAK, BOBBY LEE LACKEY, JON C. MADONNA, DUSTAN E. MCCOY, STEPHEN H. SIEGELE, and FRANCES FRAGOS TOWNSEND,

Defendants, -and-

FREEPORT-MCMORAN INC., a Delaware corporation,

Nominal Defendant.

Case No. CV2015-052393

STIPULATION OF SETTLEMENT (Assigned to the Honorable Aimee Anderson)

- 1 - STIPULATION OF SETTLEMENT

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This Stipulation of Settlement, dated July 8, 2016 (the "Stipulation"), is made and entered into

by and among the following Settling Parties,1 by and through their respective counsel of record: (i)

plaintiff Jeffrey Harris ("Plaintiff"), individually and derivatively on behalf of nominal defendant

Freeport-McMoRan, Inc. ("Freeport" or the "Company"); (ii) Robert J. Allison, Jr., Alan R.

Buckwalter, III, Robert A. Day, Gerald J. Ford, Thomas A. Fry, III, H. Devon Graham, Jr., Lydia H.

Kennard, Charles C. Krulak, Bobby Lee Lackey, Jon C. Madonna, Dustan E. McCoy, Stephen H.

Siegele, and Frances Fragos Townsend (collectively, the "Individual Defendants"); and (iii) nominal

defendant Freeport. This Stipulation is intended by the Settling Parties to fully, finally, and forever

resolve, discharge, and settle the Released Claims, subject to the terms and conditions set forth herein.

I. FACTUAL BACKGROUND

A. Procedural History

Freeport is a natural resource company, headquartered in Phoenix, Arizona, with an industry

leading global portfolio of mineral assets, significant oil and gas resources and a growing production

profile. Freeport operates large, long-lived, geographically diverse assets with significant proven and

probable reserves of copper, gold, molybdenum, cobalt, oil, and natural gas. Its portfolio includes the

Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits; significant

mining operations in North and South America; the Tenke Fungurume minerals district in the

Democratic Republic of Congo (DRC) in Africa; and significant oil and natural gas assets in North

America. As of December 2015, Freeport had approximately 34,500 employees across North

America, South America, Africa, Asia, and Europe.

On June 9, 2010, the Company's stockholders approved the Amended and Restated 2006 Stock

Incentive Plan (the "2006 Plan"). The stated purpose of the 2006 Plan was to "increase stockholder

value and advance the interests of the Company and its subsidiaries by furnishing a variety of equity

incentives designed to (i) attract, retain, and motivate key employees, officers, and directors of the

Company and consultants and advisers to the Company and (ii) strengthen the mutuality of interests

1 All capitalized terms not otherwise defined are defined in Section IV.A.


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among such persons and the Company's stockholders." The 2006 Plan provides that the Nominating

and Corporate Governance Committee of the Board, rather than the Compensation Committee,

administers the plan for grants to non-employee or outside directors. It affords the Nominating and

Corporate Governance Committee discretion over which outside directors receive equity awards under

the 2006 Plan as part of their annual compensation, how much in awards they receive, and on what

terms, subject to: (i) a limit on the total amount of stock available to be issued under the 2006 Plan

(seventy-four million shares); and (ii) a restriction that no individual can receive more than 7.5 million

shares of stock.

On June 5, 2015, Plaintiff filed the Action derivatively on behalf of Freeport and against the

Individual Defendants. The complaint alleges that the Individual Defendants breached their fiduciary

duties of loyalty by awarding and/or receiving excessive and improper compensation in 2013 and 2014

at the expense of the Company. Plaintiff further alleges that the Individual Defendants were unjustly

enriched as a result of their purportedly excessive compensation.

In July 2015, the Settling Parties agreed to defer the filing of a response to the complaint in

order to allow Freeport and its Board time to evaluate Plaintiff's claims. The Settling Parties have

engaged in informal discovery, with documents provided to Plaintiff, subject to a confidentiality

agreement. The Settling Parties have entered into a series of stipulations extending the time for

Defendants to respond to the complaint.

B. Settlement Efforts

The Settling Parties commenced settlement discussions in August 2015. In support of these

settlement discussions, Plaintiff expended significant efforts reviewing the Company's corporate

governance structures and policies, researching corporate governance issues and best practices, and

formulating proposed corporate governance reforms. During September 2015, the Settling Parties

discussed an appropriate settlement framework and, on October 8, 2015, Plaintiff's Counsel served a

settlement demand on Defendants' Counsel that proposed a comprehensive set of corporate

governance reforms designed to strengthen and reform the Company's director compensation practices

and prevent the alleged wrongdoing from recurring. Thereafter, counsel for the Settling Parties


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engaged in numerous telephonic discussions over the proposed corporate governance reforms in an

effort to reach a resolution of the derivative claims in the best interests of the Company.

On November 18, 2015, Defendants provided a formal response to the October 8 settlement

demand. Thereafter, the Settling Parties continued to engage in telephonic negotiations regarding the

terms of the proposed settlement, including the discovery that Plaintiff needed to ensure that any

settlement was in the best interests of the Company and its shareholders.

In response to Plaintiff's request, on December 1, 2015, Defendants produced certain

information that formed the basis for Defendants' proposals, which was the subject of a telephonic

conference among counsel for the Settling Parties on December 4, 2015.

On January 12, 2016, counsel for the Settling Parties held another telephone conference, during

which Plaintiff's Counsel identified additional discovery to be obtained from Defendants.

Negotiations continued throughout January and February, with the Settling Parties circulating

additional written comments. Defendants produced the requested documents on April 11, 2016.

After engaging in months of telephonic and written settlement negotiations, and after Plaintiff's

Counsel completed reviewing the requested documents, the Settling Parties reached an agreement-in-

principle to resolve the Action (except as to payment of Plaintiff's attorneys' fees and expenses), and

continued thereafter to document their agreement. On June 17, 2016, the Settling Parties reached an

agreement-in-principle as to the amount of Plaintiff's attorneys' fees and expenses.

As a result of the Action and the settlement reflected in this Stipulation (the "Settlement"),

Freeport will implement significant corporate governance reforms designed to enhance and improve

the Company's disclosures concerning outside director compensation and impose a meaningful cap on

equity compensation for said directors. The reforms and enhancements are detailed in paragraph 2.1

and are collectively referred to as the "Corporate Governance Reforms" or the "Reforms." These

Reforms include measures that: enhance the Compensation Committee's duties to include an annual

review and assessment of all non-employee director compensation; require the engagement of a

compensation consultant at least once every two years to advise the Compensation Committee with

regard to the cash and equity-based compensation of non-employee directors; require Board approval


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of any annual determinations of the amount of compensation to be paid to non-employee directors;

require enhanced disclosures in the Company's proxy as to the process for and considerations that

factored into determining equity compensation for non-employee directors; provide for an annual cap

of $500,000 on the value of annual equity compensation awards to non-employee directors that will

be submitted for shareholder vote through an amendment to the 2006 Plan or the adoption of a new

stock incentive plan; provide for a minimum one-year vesting for equity grants of restricted stock units

("RSUs") for non-employee directors; and mandate a commitment to continue these reforms through

2020 and that any affiliate spun off from Freeport will adopt the same Reforms.

The Settling Parties believe that a settlement at this juncture on the terms and on the conditions

set forth in this Stipulation is fair, reasonable, and adequate. In addition, the Freeport Board has, in

the exercise of its business judgment, formally approved the Settlement and each of its terms, as fair,

just, and adequate, and in the best interest of Freeport and its shareholders. The Settling Parties also

agree that the Settlement confers substantial benefits to the Company and its shareholders.

II. PLAINTIFF'S CLAIMS AND THE BENEFITS OF SETTLEMENT

Plaintiff believes that the Action has substantial merit, and Plaintiff's entry into this Stipulation

and Settlement is not intended to be and shall not be construed as an admission or concession

concerning the relative strength or merit of the claims alleged in the Action. Plaintiff and his counsel

also acknowledge the significant risk, expense, and length of continued proceedings necessary to

prosecute the Action against the Defendants through trial and through possible appeals. Plaintiff's

Counsel have also taken into account the substantial risks, costs, and delays involved in complex

shareholder derivative litigation, generally, as well as the unique challenges presented by this Action,

including the inherent problems of proof for the claims at issue and possible defenses thereto.

Plaintiff's Counsel have conducted an extensive investigation over the past year, including: (i)

reviewing Freeport's press releases, public statements, U.S. Securities and Exchange Commission

("SEC") filings, and securities analysts' reports and advisories about the Company; (ii) reviewing press

releases, public statements, and SEC filings of other companies within Freeport's peer group; (iii)

reviewing media reports about the Company; (iv) researching the applicable law with respect to the


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claims alleged in the Action and the potential defenses thereto; (v) preparing and filing a derivative

complaint; (vi) conducting damages analyses; (vii) participating in informal conferences with

Defendants' Counsel regarding the specific facts of the case, the perceived strengths and weaknesses

of the case, and other issues in an effort to facilitate negotiations and fact gathering; (viii) consulting

with co-counsel on the course of the litigation; (ix) analyzing internal documents produced by the

Company, including Board minutes and other Board materials; (x) drafting settlement demands; and

(xi) negotiating this Settlement with Defendants.

Based on Plaintiff's Counsel's thorough review and analysis of the relevant facts and

circumstances, allegations, defenses, and controlling legal principles, Plaintiff's Counsel believe that

the Settlement set forth in this Stipulation is fair, reasonable, and adequate, and confers substantial

benefits upon Freeport and its shareholders. Based on their evaluation, Plaintiff and his counsel have

determined that the Settlement is in the best interests of Freeport and its shareholders and have agreed

to settle the Action upon the terms and subject to the conditions set forth herein.

III. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

Defendants have denied and continue to deny each and all of the claims, contentions, and

allegations made against them or that could have been made against them in the Action. Defendants

believe that it is desirable and beneficial that the Action be settled in the manner and upon the terms

and conditions set forth in this Stipulation because, among other things, it will allow the Company to

conclude this litigation on terms that are just and reasonable, including the adoption and maintenance

of Corporate Governance Reforms that serve Freeport's and its shareholders' best interests. The Board

has approved the Settlement as being in the best interests of Freeport and its shareholders. Further,

Freeport, through its Board, acknowledges that the Settlement is fair, reasonable, and adequate, and in

the best interests of Freeport and its shareholders.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the

undersigned counsel for the Settling Parties herein, in consideration of the benefits flowing to the

Settling Parties from the Settlement, and subject to the approval of the Court, that the claims asserted


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in the Action and the Released Claims shall be finally and fully compromised, settled, and released,

and the Action shall be dismissed with prejudice and with full preclusive effect, upon and subject to

the terms and conditions of this Stipulation, as set forth below.

A. Definitions

As used in this Stipulation, the following terms have the meanings specified below:

1.1. "Action" means the derivative actions that were consolidated and styled as Harris v.

Allison, et al., Case No. CV2015-052393 (Ariz. Super. Ct. – Maricopa Cty.).

1.2. "Board" means the Board of Directors of Freeport.

1.3. "Court" means Superior Court of the State of Arizona, County of Maricopa.

1.4. "Current Freeport Shareholders" means any Person who owned Freeport common stock

as of the date of the execution of this Stipulation and who continue to hold their Freeport common

stock as of the date of the Settlement Hearing, excluding the Individual Defendants, the officers and

directors of Freeport, members of their immediate families, and their legal representatives, heirs,

successors, or assigns, and any entity in which Individual Defendants have or had a controlling interest.

1.5. "Defendants" means, collectively, nominal defendant Freeport and the Individual

Defendants.

1.6. "Defendants' Counsel" means Davis Polk & Wardwell LLP and Snell & Wilmer L.L.P.

1.7. "Effective Date" means the date by which all of the events and conditions specified in

paragraph 6.1 of this Stipulation have been met and have occurred.

1.8. "Final" means the date upon which the last of the following shall occur with respect to

the Judgment approving this Stipulation, substantially in the form of Exhibit D attached hereto: (i) the

expiration of the time to file a notice of appeal from the Judgment; or (ii) if an appeal has been filed,

the Court of Appeals issued a final decision on the appeal and the time for any reconsideration or

further appellate review has passed; or (iii) if a higher court has granted further appellate review, that

court has issued a final decision on the matter.

1.9. "Freeport" or the "Company" means nominal defendant Freeport-McMoRan Inc., a

Delaware corporation.


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1.10. "Individual Defendants" means Robert J. Allison, Jr., Alan R. Buckwalter, III, Robert

A. Day, Gerald J. Ford, Thomas A. Fry, III, H. Devon Graham, Jr., Lydia H. Kennard, Charles C.

Krulak, Bobby Lee Lackey, Jon C. Madonna, Dustan E. McCoy, Stephen H. Siegele, and Frances

Fragos Townsend.

1.11. "Judgment" means the Final Judgment and Order of Dismissal to be rendered by the

Court, substantially in the form attached hereto as Exhibit D.

1.12. "Notice" means the Notice of Proposed Settlement and Settlement Hearing,

substantially in the form attached hereto as Exhibit B.

1.13. "Person" means an individual, corporation, limited liability corporation, professional

corporation, partnership, limited partnership, limited liability partnership, association, joint stock

company, estate, legal representative, trust, unincorporated association, government, or any political

subdivision or agency thereof and any business or legal entity and their spouses, heirs, predecessors,

successors, representatives, or assignees.

1.14. "Plaintiff" means Jeffrey Harris.

1.15. "Plaintiff's Counsel" means, collectively, any counsel who has appeared at any time for

Plaintiff in the Action, including Robbins Arroyo LLP and Schneider Wallace Cottrell Konecky

Wotkyns LLP.

1.16. "Related Persons" means the Individual Defendants' spouses, marital communities,

immediate family members, heirs, executors, personal representatives, estates, administrators, trusts,

predecessors, successors, and assigns or other individual or entity in which any Individual Defendant

has a controlling interest or by which he or she is or was employed, and each and all of their respective

past and present officers, directors, employees, agents, affiliates, parents, subsidiaries, divisions,

attorneys, accountants, auditors, advisors, insurers, co-insurers, re-insurers, heirs, executors, personal

representatives, estates, administrators, trusts, predecessors, successors, and assigns.

1.17. "Released Claims" means any and all claims for relief, causes of action, rights, or

liabilities, whether at law or in equity, including both known and Unknown Claims, that: (a) were

asserted or could have been asserted (including as to matters through the date hereof) by any


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shareholder on behalf of Freeport, or by Freeport, against any Released Person; and (b) concern, arise

out of, or relate to: (i) the allegations made in the Action regarding compensation awarded to Freeport's

non-employee directors; or (ii) the Settlement, defense, or resolution of the Action, except for any

claims to enforce the Settlement. Notwithstanding the foregoing, "Released Claims" excludes those

claims of Freeport and the Individual Defendants reserved under paragraph 5.3 below.

1.18. "Released Persons" means each and all of the Individual Defendants and all other

Persons who formerly were or currently are members of the Board as of the date hereof and, for each

of them, their respective Related Persons.

1.19. "Releasing Persons" means Plaintiff (both individually and derivatively on behalf of

Freeport), any other Freeport shareholder on behalf of Freeport, and Freeport.

1.20. "Settlement" means the settlement and compromise of the Action as provided for

herein.

1.21. "Settlement Hearing" means the hearing or hearings at which the Court will review the

adequacy, fairness, and reasonableness of the Settlement.

1.22. "Settling Parties" or "Parties" means, collectively, the Plaintiff (on behalf of himself

and derivatively on behalf of Freeport) and Defendants.

1.23. "Summary Notice" means the Summary Notice of Proposed Settlement and Settlement

Hearing, substantially in the form of the attached hereto as Exhibit C.

1.24. "Unknown Claims" means any Released Claims which any of Plaintiff, Freeport, or

Current Freeport Shareholders do not know of or suspect to exist in his, her, or its favor at the time of

the release of the Released Persons. With respect to any and all Released Claims, the Settling Parties

agree that upon the Effective Date, the Settling Parties expressly waive and each of the Current

Freeport Shareholders shall be deemed to have, and by operation of the Judgment shall have, expressly

waived the provisions, rights, and benefits conferred by or under California Civil Code section 1542,

or any other law of the United States or any state or territory of the United States, or foreign

jurisdiction, or principle of common law, which is similar, comparable, or equivalent to section 1542,

which provides:


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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Settling Parties acknowledge, and the Current Freeport Shareholders shall be deemed by operation

of the Judgment to have acknowledged, that they may hereafter discover facts in addition to or

different from those now known or believed to be true by them, with respect to the subject matter of

the Released Claims, but it is the intention of the Settling Parties, and by operation of the Judgment

for Current Freeport Shareholders to be deemed, to completely, fully, finally, and forever compromise,

settle, release, discharge, and extinguish any and all Released Claims, known or unknown, suspected

or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, hidden or

concealed, which do now exist, or heretofore existed, or may hereafter exist, and without regard to the

subsequent discovery of additional or different facts. The Settling Parties acknowledge, and the

Current Freeport Shareholders shall be deemed by operation of the Judgment to have acknowledged,

that the foregoing waiver was separately bargained for and is a key element of this Stipulation of which

this release is a part.

B. Terms of the Settlement

2.1 As a direct result of the filing, prosecution, and settlement of the Action, Freeport has

agreed to implement and maintain in substance the Corporate Governance Reforms set forth below for

a period of not less than four (4) years from the Effective Date or through calendar year 2020,

whichever occurs later. Freeport, through its Board, acknowledges and agrees that the securing of the

Corporate Governance Reforms confer substantial benefits upon Freeport and its shareholders.

2.1.1 Strengthened Mandate for Compensation Committee

As soon as practicable after the Effective Date, the Board shall amend the charter of the

Compensation Committee to provide that the Compensation Committee shall be responsible for: (A)

conducting an annual review and assessment of all compensation, including cash and equity-based

compensation, paid by Freeport to the non-employee directors; (B) engaging an independent

compensation consultant to advise the Compensation Committee with regard to the cash and equity-


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based compensation of non-employee directors to be awarded in 2016, 2018, and 2020, including with

respect to (x) the amount and type of compensation to be paid, and (y) comparative data deemed

appropriate by such consultant; and (C) recommending to the Board on the basis of its annual review

and assessment, the compensation to be awarded to non-employee directors. (As set forth in paragraph

2.1.3(b) below, the Parties acknowledge that the Compensation Committee has already complied with

clauses (A), (B), and (C) above with respect to the compensation of non-employee directors to be

awarded in 2016.)

2.1.2 Board Review and Approval

The Board shall review annually the Compensation Committee's recommendations as to cash

and equity-based compensation payable to non-employee directors and determine whether to approve

such recommendations.

2.1.3 Limits on Equity-Based Compensation for Non-Employee Directors

(a) Freeport shall cap the grant-date value of the annual equity compensation

award to each non-employee director, either through an amendment to the 2006 Plan or the adoption

of a new stock incentive plan, such that any annual equity compensation shall not exceed $500,000.

(b) In December 2015, the Nominating and Corporate Governance Committee

and the Compensation Committee (the "Committees") engaged Pay Governance, an independent

compensation consultant, to advise the Committees with regard to the Company's director

compensation program, including the cash and equity-based compensation of non-employee directors

to be awarded in 2016, and the Committees recommended, and the Board of Directors approved in

accordance with the Committees' recommendations, certain revisions to the Company's director

compensation program in accordance with recommendations from Pay Governance. These revisions

to the Company's director compensation program, effective January 1, 2016, include reduced total

annual compensation amounts for non-employee directors, including both cash and equity

compensation for 2016, and a one-year vesting period for grants of Restricted Stock Units to non-

employee directors.

2.1.4 Shareholder Approval


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The amendment to the 2006 Plan, or the new stock incentive plan, if applicable, containing the

cap on the value of the annual equity compensation award to each non-employee director will be

submitted to shareholders for approval at the 2016 annual meeting. (The Parties acknowledge that

Freeport has complied with this paragraph 2.1.4 by submitting the 2016 Plan containing the equity cap

on the value of the annual equity compensation award to each non-employee director for shareholder

approval at the Company's 2016 annual meeting, as set forth in its Notice of 2016 Annual Meeting of

Stockholders and Proxy Statement.)

2.1.5 Enhanced Disclosures on Director Compensation Practices

Commencing with its preliminary proxy statement filed with the SEC in connection with the

2016 annual meeting of stockholders of Freeport, Freeport shall disclose therein (A) the compensation

philosophy underlying such non-employee director compensation; and (B) the process by which

decisions concerning non-employee director compensation are based, including the considerations

evaluated by the Compensation Committee and the Board, as well as the role of an independent

compensation consultant. (The Parties acknowledge that Freeport has already complied with clauses

(A) and (B) above by disclosing the Company's compensation philosophy underlying non-employee

director compensation and the process by which decisions concerning non-employee director

compensation are based in its Notice of 2016 Annual Meeting of Stockholders and Proxy Statement.)

2.1.6 Applicability to Affiliates

The Reforms set forth in paragraphs 2.1.1 to 2.1.3(a) and 2.1.5 shall be adopted by any affiliate

spun off from Freeport.

C. Approval and Notice

3.1 Promptly after execution of this Stipulation, Plaintiff shall submit this Stipulation

together with its exhibits to the Court and shall apply unopposed for entry of an order (the "Preliminary

Approval Order"), substantially in the form of Exhibit A attached hereto, requesting: (i) preliminary

approval of the Settlement set forth in this Stipulation; (ii) approval of the form and manner of

providing notice of the Settlement to Current Freeport Shareholders; and (iii) a date for the Settlement

Hearing.


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3.2 Notice to Current Freeport Shareholders shall consist of a Notice and Summary Notice,

which includes the general terms of the Settlement set forth in this Stipulation and the date of the

Settlement Hearing, substantially in the forms attached hereto as Exhibits B-C, respectively.

3.3 Freeport shall undertake the administrative responsibility for giving notice to Current

Freeport Shareholders and shall be solely responsible for paying the costs and expenses related to

providing such notice to its shareholders. Within ten (10) business days after the entry of the

Preliminary Approval Order: (i) Freeport shall cause the Summary Notice to be published once in the

Investor's Business Daily; (ii) Robbins Arroyo LLP shall post a copy of the Notice and Stipulation on

its website until the Judgement is entered; and (iii) Freeport shall post a copy of the Notice and

Stipulation on the Company's Investor Relations page of its website until the Judgment is entered.

3.4 If additional notice is required by the Court, then the cost and administration of such

additional notice will be borne by Freeport. The Settling Parties believe the content and manner of

the notice, as set forth herein, constitutes adequate and reasonable notice to Freeport shareholders

pursuant to applicable law and due process. No later than fourteen (14) calendar days prior to the

Settlement Hearing, Defendants' Counsel shall file with the Court an appropriate affidavit or

declaration with respect to the publication and posting the Notice and Summary Notice and Plaintiff's

Counsel shall file with the Court an appropriate affidavit or declaration with respect to the posting of

the Notice and Stipulation.

3.5 Pending the Court's determination as to final approval of the Settlement, Plaintiff and

the Releasing Persons are barred and enjoined from commencing, prosecuting, instigating, or in any

way participating in the commencement or prosecution of: (i) any action asserting any Released Claim

against any of the Released Persons; and/or (ii) all claims arising out of, relating to, or in connection

with the institution, prosecution, assertion, settlement, or resolution of the Action or the Released

Claims.

D. Attorneys' Fees and Reimbursement of Expenses

4.1 After negotiating the Corporate Governance Reforms, Plaintiff's Counsel and Freeport

separately negotiated the attorneys' fees and expenses that the Company would pay to Plaintiff's


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Counsel. As a result of these negotiations, and in light of the substantial benefits conferred upon

Freeport by Plaintiff's Counsel's efforts, the Company has agreed to pay $525,000 for Plaintiff's

attorneys' fees and expenses, subject to Court approval (the "Fee and Expense Amount").

4.2 Within ten (10) calendar days of issuance of an Order by the Court finally approving

the Settlement, notwithstanding the existence of any timely filed objections to the Settlement, or

potential for appeal therefrom, Freeport shall pay or cause its insurer to pay the Fee and Expense

Amount to Robbins Arroyo LLP as receiving agent for Plaintiff's Counsel. The Fee and Expense

Amount, as approved by the Court, shall constitute final and complete payment for Plaintiff's Counsel's

fees and expenses that have been incurred or will be incurred in connection with the Action.

4.3 In the event that the Judgment fails to become Final as defined in paragraph 1.8 herein,

then it shall be the obligation of Plaintiff's Counsel to make appropriate refunds or repayments to

Freeport's and/or Defendants' insurers of any attorneys' fees and expenses previously paid within

fifteen (15) business days of receiving notice from Defendants' Counsel or from a court of appropriate

jurisdiction, whichever is earlier.

E. Releases

5.1 Upon the Effective Date, the Releasing Persons shall be deemed to have fully, finally,

and forever released, relinquished, and discharged the Released Claims (including Unknown Claims)

against the Released Persons. Nothing herein shall in any way impair or restrict the rights of any

Settling Party to enforce the terms of this Stipulation or the Judgment.

5.2 Except as set forth in paragraph 5.3 below, upon the Effective Date, each of the

Released Persons shall be deemed to have fully, finally, and forever released, relinquished, and

discharged Plaintiff, Plaintiff's Counsel, and Freeport from all claims (including Unknown Claims),

arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement, or

resolution of the Action or the Released Claims. Nothing herein shall in any way impair or restrict

the rights of any Settling Party to enforce the terms of this Stipulation or the Judgment.

5.3 Notwithstanding anything in this Stipulation to the contrary: (i) nothing in this

Stipulation or in paragraph 5.2 above constitutes or reflects a waiver or release of any rights or claims


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of Defendants against their insurers, or their insurers' subsidiaries, predecessors, successors, assignee,

affiliates, or representatives, including, but not limited to, any rights or claims of Defendants or

Freeport under any directors' and officers' liability insurance or other applicable insurance coverage;

and (ii) nothing in this Stipulation or in paragraph 5.2 above constitutes or reflects a waiver or release

of any rights or claims of the Individual Defendants relating in any way to indemnification, whether

under any written indemnification or advancement agreement, or under the Company's charter, by-

laws, or under applicable law.

F. Conditions of Settlement; Effect of Disapproval, Cancellation, or Termination

6.1 The Effective Date of this Stipulation shall be conditioned on the occurrence of all of

the following events:

a. approval of the terms of the Settlement by Freeport's Board, which Defendants'

Counsel represents already has been accomplished;

b. entry of the Judgment, in all material respects in the form set forth as Exhibit D

annexed hereto, approving the Settlement, without awarding costs to any party, except as provided

herein; and

c. the passing of the date upon which the Judgment becomes Final.

6.2 If for any reason the Effective Date of this Stipulation does not occur, or if this

Stipulation is in any way canceled, terminated, or fails to become Final in accordance with its terms,

and if counsel for the Settling Parties do not otherwise mutually agree in writing to proceed with this

Stipulation: (i) all Settling Parties and Released Persons shall be restored to their respective positions

prior to execution of this Stipulation; (ii) all releases delivered in connection with this Stipulation shall

be null and void, except as otherwise provided for in this Stipulation; (iii) the Fee and Expense Amount

paid to Plaintiff's Counsel shall be refunded and returned within fifteen (15) business days of said

event; and (iv) all negotiations, proceedings, documents prepared, and statements made in connection

herewith shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an

admission by a Settling Party of any act, matter, or proposition, and shall not be used in any manner

for any purpose in any subsequent proceeding in the Action or in any other action or proceeding. In


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such event, the terms and provisions of this Stipulation shall have no further force and effect with

respect to the Settling Parties and shall not be used in the Action or in any other proceeding for any

purpose.

G. Miscellaneous Provisions

7.1 The Settling Parties: (i) acknowledge that it is their intent to consummate this

Stipulation; and (ii) agree to act in good faith and cooperate to take all reasonable and necessary steps

to expeditiously implement the terms and conditions of this Stipulation.

7.2 In the event that any part of the Settlement is found to be unlawful, void,

unconscionable, or against public policy by a court of competent jurisdiction, the remaining terms and

conditions of the Settlement shall remain intact.

7.3 The Settling Parties intend this Settlement to be a final and complete resolution of all

disputes between them with respect to the Action. The Settlement comprises claims that are contested

and shall not be deemed an admission by any Settling Party as to the merits of any claim, allegation,

or defense. The Settling Parties and their respective counsel agree that at all times during the course

of the litigation, each has complied with the requirements of the applicable laws and rules of the Court.

7.4 The Court shall retain jurisdiction with respect to implementation and enforcement of

the terms of this Stipulation, and the Settling Parties and their counsel submit to the jurisdiction of the

Court solely for purposes of implementing and enforcing the Settlement embodied in this Stipulation.

7.5 Neither this Stipulation nor the Settlement shall be deemed to prejudice in any way the

respective positions of the Settling Parties with respect to the Action, shall not be deemed a

presumption, a concession, or admission by any of the Settling Parties of any fault, liability, or

wrongdoing as to any facts, claims, or defenses that have been or might have been alleged or asserted

in the Action or with respect to any of the claims settled in the Action, or any other action or

proceeding, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence

or otherwise used by any person in the Action, or in any other action or proceeding, whether civil,

criminal, or administrative. The Released Persons may file this Stipulation and/or the Judgment in

any action that may be brought against them in order to support a defense or counterclaim based on


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principles of res judicata, collateral estoppel, full faith and credit, release, standing, good faith

settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or

similar defense or counterclaim. The Settling Parties may also file this Stipulation and documents

executed pursuant and in furtherance thereto in any action to enforce the Settlement and/or the

Judgment.

7.6 This Stipulation may be modified or amended only by a writing signed by the

signatories hereto.

7.7 This Stipulation shall be deemed drafted equally by all Settling Parties hereto.

7.8 No representations, warranties, or inducements have been made to any of the Settling

Parties concerning this Stipulation or its exhibits other than the representations, warranties, and

covenants contained and memorialized in such documents.

7.9 This Stipulation and the Settlement shall be binding upon, and inure to the benefit of,

the successors and assignee of the Settling Parties and Released Persons.

7.10 Each counsel or other Person executing this Stipulation or its exhibits on behalf of any

of the Settling Parties hereby warrants that such Person has the full authority to do so.

7.11 The exhibits to this Stipulation are material and integral parts hereof and are fully

incorporated herein by this reference.

7.12 This Stipulation and the exhibits attached hereto constitute the entire agreement among

the Settling Parties with respect to the subject matter hereof and supersede all prior and

contemporaneous oral and written agreements and discussions.

7.13 In the event that there exists a conflict or inconsistency between the terms of this

Stipulation and the terms of any exhibit hereto, the terms of this Stipulation shall prevail.

7.14 This Stipulation may be executed in one or more counterparts, including by signature

transmitted by facsimile or e-mailed PDF files. Each counterpart, when so executed, shall be deemed

to be an original, and all such counterparts together shall constitute the same instrument.

7.15 This Stipulation shall be considered to have been negotiated, executed, and delivered,

and to be wholly performed, in the State of Arizona, and the rights and obligations of the Settling


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Parties shall be construed and enforced in accordance with, and governed by, the internal, substantive

laws of the State of Arizona without giving effect to that State's choice of law principles.

IN WITNESS WHEREOF, the Settling Parties have caused this Stipulation to be executed by

their duly authorized attorneys.

DATED: July 8, 2016 SCHNEIDER WALLACE COTTRELL DONECKY WOTKYNS LLP

MICHAEL C. MCKAY /s/ Michael C. McKay

MICHAEL C. MCKAY

8501 North Scottsdale Road, Suite 270Scottsdale, AZ 85253 Telephone: (480) 428-0141 Facsimile: (866) 505-8036

ROBBINS ARROYO LLP BRIAN J. ROBBINS FELIPE J. ARROYO JENNY L. DIXON 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990 Facsimile: (619) 525-3991

Counsel for Plaintiff Jeffrey Harris


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DATED: July 8, 2016 SNELL & WILMER L.L.P. JOEL P. HOXIE /s/ Joel P. Hoxie

JOEL P. HOXIE 400 E. Van Buren, Suite 1900 Phoenix, AZ 85004-2202 Telephone: (602) 382-6000 Facsimile: (602) 382-6070

DAVIS POLK & WARDWELL LLP JAMES P. ROUHANDEH CHARLES S. DUGGAN 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800

Counsel for individual defendants Robert J. Allison, Jr., Alan R. Buckwalter, III; Robert A. Day, Gerald J. Ford, Thomas A. Fry, II, H. Devon Graham, Jr., Lydia H. Kennard, Charles C. Krulak, Bobby Lee Lackey, Jon C. Madonna; Dustan E. McCoy, Stephen H. Siegele, Frances Fragos Townsend; and nominal defendant Freeport-McMoRan Inc.

EXHIBIT A

PRELIMINARY APPROVAL ORDER

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Plaintiff,

v.


Defendants, -and-


Nominal Defendant.

Case No. CV2015-052393

PRELIMINARY APPROVAL ORDER (Assigned to the Honorable Aimee Anderson)

- 1 - PRELIMINARY APPROVAL ORDER

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This matter came before the Court1 for a hearing on __________, 2016. Plaintiff has made

an unopposed motion for an order: (i) preliminarily approving the proposed settlement

("Settlement") of the above-captioned Action, in accordance with the Stipulation; and (ii) approving

the form and manner of the Notice of the Settlement.

WHEREAS, the Stipulation sets forth the terms and conditions for the Settlement, including,

but not limited to: (i) a proposed Settlement and dismissal of the Action with prejudice as to the

Released Persons; and (ii) the agreed-to Fee and Expense Amount to be paid to Plaintiff's Counsel,

upon the terms and conditions set forth in the Stipulation;

WHEREAS, the Settlement appears to be the product of serious, informed, non-collusive

negotiations and falls within the range of possible approval; and

WHEREAS, this Court, having considered the Stipulation and the exhibits annexed thereto

and having heard the arguments of the Settling Parties at the preliminary approval hearing:

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

1. This Court, for purposes of this Preliminary Approval Order, adopts the definitions

set forth in the Stipulation.

2. This Court preliminarily approves the Settlement set forth in the Stipulation as being

fair, reasonable, and adequate.

3. Within ten (10) business days after the entry of this Preliminary Approval Order,

Freeport shall, at its own cost: (i) cause a copy of the Summary Notice, substantially in the form of

Exhibit C to the Stipulation, to be published once in the Investor's Business Daily; and (ii) post a

copy of the Notice and the Stipulation on the Company's Investor Relations page of its website, until

the Judgment is entered.

4. No later than fourteen (14) calendar days prior to the Settlement Hearing, Defendants'

Counsel shall file with the Court an appropriate affidavit or declaration with respect to the

publication and posting the Notice and Summary Notice.

1 Except as otherwise expressly provided below or as the context otherwise requires, all capitalized terms contained herein shall have the same meanings and/or definitions as set forth in the Stipulation of Settlement dated July 8, 2016 (the "Stipulation"), and filed with the Court on July 12, 2016.


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5. Within ten (10) business days after the entry of this Preliminary Approval Order,

Robbins Arroyo LLP shall post copies of the Notice and Stipulation on its website until the

Judgment is entered.

6. No later than fourteen (14) calendar days prior to the Settlement Hearing, Robbins

Arroyo LLP shall file with the Court an appropriate affidavit or declaration with respect to posting

the Notice and Stipulation.

7. The Court finds that the form, substance, and dissemination of information regarding

the proposed Settlement in the manner set out in this Preliminary Approval Order constitutes the best

notice practicable under the circumstances and complies fully with Arizona law and due process.

8. A hearing shall be held on _______________, 2016 at ____ __.m., before the

Honorable Aimee Anderson, Department H/108, in the Superior Court of the State of Arizona,

Maricopa County, located at located at 18380 N. 40th Street, Phoenix, Arizona 85032, (the

"Settlement Hearing"), at which the Court will determine: (i) whether the terms of the Stipulation

should be approved as fair, reasonable, and adequate; (ii) whether the Notice and Summary Notice

fully satisfied the requirements of due process; (iii) whether the Action should be dismissed with

prejudice; (iv) whether all Released Claims against the Released Persons should be fully and finally

released; (v) whether the agreed-to Fee and Expense Amount should be approved; and (vi) to rule

upon such other matters as the Court may deem appropriate.

9. The Court reserves: (i) the right to approve the Settlement, with such modifications as

may be agreed to by counsel for the Settling Parties consistent with such Settlement, without further

notice to Current Freeport Shareholders; and (ii) the right to continue or adjourn the Settlement

Hearing from time to time, by oral announcement at the hearing or at any adjournment thereof,

without further notice to Current Freeport Shareholders.

10. Any Current Freeport Shareholders may appear and show cause, at their own

expense, individually or through counsel, if he, she, or it has any reason why the Settlement

embodied in the Stipulation should not be approved as fair, reasonable, and adequate, or why the

Judgment should or should not be entered hereon, or the Fee and Expense Amount should not be

awarded. However, no Current Freeport Shareholders shall be heard or entitled to contest the


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approval of the proposed Settlement, or, if approved, the Judgment to be entered hereon, unless that

Current Freeport Shareholder has caused to be filed, and served on counsel as noted below: (a) a

written notice of objection with the Person's name, address, and telephone number, and if

represented, their counsel, along with a representation as to whether such Person intends to appear at

the Settlement Hearing; (b) competent evidence that such Person held shares of Freeport common

stock as of July 8, 2016, and continues to hold shares of Freeport common stock as of the date of the

Settlement Hearing; (c) a statement of objections to any matters before the Court, the grounds

therefor, or the reasons for such Person desiring to appear and be heard, as well as all documents or

writings such Person desires the Court to consider; and (d) the identities of any witnesses such

Person plans on calling at the Settlement Hearing, along with a summary description of their likely

testimony.

11. At least twenty-one (21) calendar days prior to the Settlement Hearing set for

_____________, 2016, any such person must file the written objection(s), notices of intent to appear,

and corresponding materials with the Clerk of the Court of the Superior Court of the State of

Arizona, Maricopa County, located at 18380 N. 40th Street, Phoenix, Arizona 85032, and serve such

materials by that date, to each of the following Settling Parties' counsel:

Felipe J. Arroyo ROBBINS ARROYO LLP 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990 Facsimile: (619) 525-3991

Charles S. Duggan DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800

Michael C. McKay SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 Scottsdale, AZ 85253 Telephone: (480) 428-0141 Facsimile: (866) 505-8036 Counsel for Plaintiff

Joel P. Hoxie SNELL & WILMER L.L.P. 400 E. Van Buren, Suite 1900 Phoenix, AZ 85004-2202 Telephone: (602) 382-6000 Facsimile: (602) 382-6070 Counsel for individual defendants Robert J. Allison, Jr., Alan R. Buckwalter, III, Robert A. Day, Gerald J. Ford, Thomas A. Fry, III, H. Devon Graham, Jr., Lydia H. Kennard, Charles C. Krulak, Bobby Lee Lackey, Jon C. Madonna, Dustan E. McCoy, Stephen H. Siegele, Frances Fragos Townsend, and nominal defendant Freeport-McMoRan Inc.


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Only Current Freeport Shareholders who have filed with the Court and sent to the Settling Parties'

counsel valid and timely written notices of objection will be entitled to be heard at the hearing,

unless the Court orders otherwise.

12. Any Current Freeport Shareholder who does not make an objection in the manner

provided herein shall be deemed to have waived any such objection and shall forever be foreclosed

from making any objection to the fairness, reasonableness, or adequacy of the Settlement, unless

otherwise ordered by the Court, and shall be otherwise bound by the Judgment to be entered and the

releases to be given.

13. Briefs in support of the Settlement or attorneys' fees and expenses shall be filed and

served by Plaintiff's Counsel twenty-eight (28) calendar days prior to the Settlement Hearing and

any reply papers supporting the Settlement or attorneys' fees and expenses, including any responses

to objections, if any, shall be filed and served by the Settling Parties no later than seven (7) calendar

days prior to the Settlement Hearing.

14. All proceedings in the Action are stayed until further order of the Court, except as

may be necessary to implement the Settlement or comply with the terms of the Stipulation.

15. Pending the Court's determination as to final approval of the Settlement, Plaintiff and

the Releasing Persons are barred and enjoined from commencing, prosecuting, instigating, or in any

way participating in the commencement or prosecution of: (i) any action asserting any Released

Claim against any of the Released Persons; and/or (ii) all claims arising out of, relating to, or in

connection with the institution, prosecution, assertion, settlement, or resolution of the Action or the

Released Claims.

16. This Court may, for good cause, extend any of the deadlines set forth in this

Preliminary Approval Order without further notice to Current Freeport Shareholders.

17. Neither the Stipulation nor the Settlement, nor any act performed or document

executed pursuant to or in furtherance of the Stipulation or the Settlement: (i) is or may be deemed to

be or may be offered, attempted to be offered, or used in any way by the Settling Parties or any other

Person as a presumption, a concession, or an admission of, or evidence of, any fault, wrongdoing, or

liability of the Settling Parties or Released Persons, or of the validity of any Released Claims; or


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(ii) is intended by the Settling Parties to be offered or received as evidence or used by any other

person in any other actions or proceedings, whether civil, criminal, or administrative, other than to

enforce the terms therein.

IT IS SO ORDERED.

DATED:

THE HONORABLE AIMEE ANDERSON JUDGE OF THE SUPERIOR COURT

1068226_8

EXHIBIT B

NOTICE OF PROPOSED SETTLEMENT AND SETTLEMENT HEARING

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Plaintiff,

v.


Defendants, -and-


Nominal Defendant.

Case No. CV2015-052393

NOTICE OF PROPOSED SETTLEMENT AND SETTLEMENT HEARING (Assigned to the Honorable Aimee Anderson)

- 1 - NOTICE OF PROPOSED SETTLEMENT AND SETTLEMENT HEARING

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TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF FREEPORT-MCMORAN INC. ("FREEPORT" OR THE "COMPANY") AS OF JULY 8, 2016 ("CURRENT FREEPORT SHAREHOLDERS").

THIS NOTICE RELATES TO THE PENDENCY AND PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE LITIGATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU ARE A CURRENT FREEPORT SHAREHOLDER, THIS NOTICE CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Superior Court of the State of

Arizona, County of Maricopa (the "Court"), that a proposed Settlement1 has been reached by the

Parties to the shareholder derivative action brought on behalf of Freeport, captioned Harris v. Allison,

et al., Case No. CV2015-052393 (the "Action").

As explained below, the Court will hold a Settlement Hearing on _________ __, 2016 at

__:___ _.m., before the Honorable Aimee Anderson, Department H/108 of the Superior Court of the

State of Arizona, Maricopa County, located at 18380 N. 40th Street, Phoenix, Arizona 85032, to

determine whether to approve the Settlement. You have an opportunity to be heard at this hearing.

The terms of the Settlement are set forth in the Parties' Stipulation and summarized in this

Notice. The Settlement provides for corporate governance reforms that are designed to strengthen the

Company's director compensation practices and protect the Company going forward. If approved by

the Court, the Settlement will fully resolve the Action, including the dismissal of the Action with

prejudice. For a more detailed statement of the matters involved in the Action, the Settlement, and the

terms discussed in this Notice, the Stipulation may be inspected at the Clerk of Court's office, 18380

N. 40th Street, Phoenix, Arizona 85032. The Stipulation is also available for viewing on Freeport's

website at http://investors.fcx.com/investor-center/, and Plaintiff's Counsel's website at

www.robbinsarroyo.com/notices.

1 Except as otherwise expressly provided below or as the context otherwise requires, all capitalized terms contained herein shall have the same meanings and/or definitions as set forth in the Stipulation of Settlement dated July 8, 2016 (the "Stipulation").


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This Notice is not intended to be an expression of any opinion by the Court with respect to the

merits of the claims made in the Action, but is merely to advise you of the pendency and Settlement of

the Action.

There Is No Claims Procedure. This case was brought to protect the interests of Freeport and

its shareholders. The Settlement will result in changes to the Company's corporate governance, not in

payment to individuals, and accordingly, there will be no claims procedure.

I. SUMMARY OF THE ACTION

The Action is brought by Plaintiff solely on behalf of and for the benefit of Freeport and against

the Individual Defendants. Plaintiff generally alleges, among other things, that the Individual

Defendants breached their fiduciary duties of loyalty by awarding and/or receiving excessive and

improper compensation in 2013 and 2014 at the expense of the Company. Plaintiff further alleges that

the Individual Defendants were unjustly enriched as a result of their purportedly excessive

compensation.

In July 2015, the Settling Parties agreed to defer the filing of a response to the complaint in

order to allow Freeport and its Board time to evaluate Plaintiff's claims. The Settling Parties have

entered into a series of stipulations extending the time for Defendants to respond to the complaint.

The Settling Parties commenced settlement discussions in August 2015. In support of these

settlement discussions, Plaintiff expended significant efforts reviewing the Company's corporate

governance structures and policies, researching corporate governance issues and best practices, and

formulating proposed corporate governance reforms. During September 2015, the Settling Parties

discussed an appropriate settlement framework and, on October 8, 2015, Plaintiff's Counsel served a

settlement demand on Defendants' Counsel that proposed a comprehensive set of corporate

governance reforms designed to strengthen and reform the Company's director compensation practices

and prevent the alleged wrongdoing from recurring. Thereafter, counsel for the Settling Parties

engaged in numerous telephonic discussions over the proposed corporate governance reforms in an

effort to reach a resolution of the derivative claims in the best interests of the Company.


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On November 18, 2015, Defendants provided a formal response to the October 8 settlement

demand. The Settling Parties continued to engage in telephonic negotiations regarding the terms of

the proposed settlement, including the discovery that Plaintiff sought to ensure that any settlement was

in the best interests of the Company and its shareholders.

In response to Plaintiff's request, on December 1, 2015, Defendants produced certain

information that formed the basis for Defendants' proposals, which was the subject of a telephonic

conference among counsel for the Settling Parties on December 4, 2015.

On January 12, 2016, counsel for the Settling Parties held another telephone conference, during

which Plaintiff's Counsel identified discovery to be obtained from Defendants. Negotiations

continued throughout January and February, with the Settling Parties circulating additional written

comments. Defendants produced the requested documents on April 11, 2016.

After engaging in months of telephonic and written settlement negotiations, and after Plaintiff's

Counsel completed reviewing the requested documents, the Settling Parties reached an agreement-in-

principle to resolve the Action (excepts as to payment of Plaintiff's attorneys' fees and expenses), and

continued thereafter to document their agreement. On June 17, 2016, the Settling Parties reached an

agreement-in-principle as to the amount of Plaintiff's attorneys' fees and expenses.

As a result of the Action and the Settlement reflected in the Stipulation, Freeport will

implement significant corporate governance reforms designed to enhance and improve the Company's

disclosures concerning outside director compensation and impose a meaningful cap on equity

compensation for said directors. The reforms and enhancements are detailed below and in paragraph

2.1 of the Stipulation and are collectively referred to as the "Corporate Governance Reforms" or the

"Reforms."

II. TERMS OF THE SETTLEMENT

The terms and conditions of the proposed Settlement are set forth in the Stipulation. The

Stipulation has been filed with the Court and is also available for viewing on Freeport's website at

http://investors.fcx.com/investor-center/, and Plaintiff's Counsel's website at

www.robbinsarroyo.com/notices. The following is only a summary of its terms.


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Corporate Governance Reforms. As a direct result of the filing, prosecution, and settlement

of the Action, Freeport will implement and maintain in substance significant corporate governance

reforms designed to enhance and improve the Company's disclosures concerning outside director

compensation and impose a meaningful cap on equity compensation for said directors. These Reforms

include measures that: enhance the Compensation Committee's duties to include annual review and

assessment of all non-employee director compensation; require the engagement of a compensation

consultant at least once every two years to advise the Compensation Committee with regard to the

cash and equity-based compensation of non-employee directors; require Board approval of any annual

determinations of the amount of compensation to be paid non-employee directors; require enhanced

disclosures in the Company's proxy as to the process for and considerations that factored into

determining equity compensation for non-employee directors; provide for an annual cap of $500,000

on the value of annual equity compensation awards to non-employee directors that will be submitted

for shareholder vote through an amendment to the 2006 Plan or the adoption of a new stock incentive

plan; provide for a minimum one-year vesting for equity grants of restricted stock units ("RSUs") for

non-employee directors; and mandate a commitment to continue these reforms through 2020 and that

any affiliate spun off from Freeport will adopt the same Reforms. These Reforms and enhancements

are detailed in paragraph 2.1 of the Stipulation.

The Settling Parties believe that a settlement at this juncture on the terms and on the conditions

set forth in the Stipulation is fair, reasonable, and adequate. In addition, the Freeport Board has, in

the exercise of its business judgment, formally approved the Settlement and each of its terms, as fair,

just, and adequate, and in the best interest of Freeport and its shareholders.

III. DISMISSAL AND RELEASES

In connection with the Court's approval of the Settlement, the Action and all claims asserted

by Plaintiff on behalf of Freeport and against the Individual Defendants will be dismissed with

prejudice. The full scope of the releases and the persons and entities who are the subject of the releases

are set forth in the Stipulation.


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Upon the Effective Date, the Releasing Persons shall be deemed to have fully, finally, and

forever released, relinquished, and discharged the Released Claims (including Unknown Claims)


Settling Party to enforce the terms of the Stipulation or the Judgment.

Further, upon the Effective Date, each of the Released Persons shall be deemed to have fully,

finally, and forever released, relinquished, and discharged Plaintiff, Plaintiff's Counsel, and Freeport

from all claims (including Unknown Claims), arising out of, relating to, or in connection with the

institution, prosecution, assertion, settlement, or resolution of the Action or the Released Claims.

Nothing herein shall in any way impair or restrict the rights of any Settling Party to enforce the terms

of the Stipulation or the Judgment.

IV. REASONS FOR THE SETTLEMENT

The Settling Parties believe that the Settlement confers substantial benefits on, and is in the

best interests of, Freeport and its shareholders. In addition, the Freeport Board has, in the exercise of

its business judgment, formally approved the Settlement and each of its terms, as fair, just, and

adequate, and in the best interest of Freeport and its shareholders.

A. Why Plaintiff Agreed to Settle

Plaintiff believes that the Action has substantial merit, and Plaintiff's entry into the Stipulation

and Settlement is not intended to be and shall not be construed as an admission or concession

concerning the relative strength or merit of the claims alleged in the Action. Plaintiff and his counsel

also acknowledge the significant risk, expense, and length of continued proceedings necessary to

prosecute the Action against the Defendants through trial and through possible appeals. Plaintiff's

Counsel have also taken into account the substantial risks, costs, and delays involved in complex

shareholder derivative litigation, generally, as well as the unique challenges presented by this Action,

including the inherent problems of proof for the claims at issue and possible defenses thereto.

Plaintiff's Counsel have conducted an extensive investigation over the past year, including: (i)

reviewing Freeport's press releases, public statements, U.S. Securities and Exchange Commission

("SEC") filings, and securities analysts' reports and advisories about the Company; (ii) reviewing press


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releases, public statements, and SEC filings of other companies within Freeport's peer group; (iii)

reviewing media reports about the Company; (iv) researching the applicable law with respect to the

claims alleged in the Action and the potential defenses thereto; (v) preparing and filing a derivative

complaint; (vi) conducting damages analyses; (vii) participating in informal conferences with

Defendants' Counsel regarding the specific facts of the case, the perceived strengths and weaknesses

of the case, and other issues in an effort to facilitate negotiations and fact gathering; (viii) consulting

with co-counsel on the course of the litigation; (ix) analyzing internal documents produced by the

Company, including Board minutes and other Board materials; (x) drafting settlement demands; and

(xi) negotiating this Settlement with Defendants.

Based on Plaintiff's Counsel's thorough review and analysis of the relevant facts and

circumstances, allegations, defenses, and controlling legal principles, Plaintiff's Counsel believe that

the Settlement set forth in the Stipulation is fair, reasonable, and adequate, and confers substantial

benefits upon Freeport and its shareholders. Based on their evaluation, Plaintiff and his counsel have

determined that the Settlement is in the best interests of Freeport and its shareholders and have agreed

to settle the Action upon the terms and subject to the conditions set forth herein.

B. Why Defendants Agreed to Settle

Defendants have denied and continue to deny each and all of the claims, contentions, and

allegations made against them or that could have been made against them in the Action. Defendants

believe that it is desirable and beneficial that the Action be settled in the manner and upon the terms

and conditions set forth in the Stipulation because, among other things, it will allow the Company to

conclude this litigation on terms that are just and reasonable, including the adoption and maintenance

of Corporate Governance Reforms that serve Freeport's and its shareholders' best interests. The Board

has approved the Settlement as being in the best interests of Freeport and its shareholders. Further,

Freeport, through its Board, acknowledges that the Settlement is fair, reasonable, and adequate, and in

the best interests of Freeport and its shareholders.


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V. PLAINTIFF'S COUNSEL'S FEES AND EXPENSES

After negotiating the Corporate Governance Reforms, Plaintiff's Counsel and Freeport

separately negotiated the attorneys' fees and expenses that the Company would pay to Plaintiff's

Counsel. As a result of these negotiations, and in light of the substantial benefits conferred upon

Freeport by Plaintiff's Counsel's efforts, the Company has agreed to pay, or cause its insurer to pay,

$525,000 for Plaintiff's attorneys' fees and expenses, subject to Court approval (the "Fee and Expense

Amount"). To date, Plaintiff's Counsel have neither received any payment for their services in

connection with the Action, nor have counsel been reimbursed for their out-of-pocket expenses

incurred. Neither the Individual Defendants nor Freeport's shareholders are personally liable for the

payment of the Fee and Expense Amount.

VI. THE SETTLEMENT HEARING AND YOUR RIGHT TO BE HEARD

The Settlement Hearing will be held before the Honorable Aimee Anderson on __________

__, 2016 at __:__ _.m., in Department H/108 of the Superior Court of the State of Arizona, Maricopa

County, located at 18380 N. 40th Street, Phoenix, Arizona 85032, to determine whether: (i) the

Settlement of the Action upon the terms and subject to the conditions set forth in the Stipulation is

fair, reasonable, and adequate and should be approved by the Court; (ii) this Notice and the Summary

Notice fully satisfied the requirements of due process; (iii) this Action should be dismissed with

prejudice; and (iv) to approve the agreed upon Fee and Expense Amount for Plaintiff's Counsel's fees

and expenses as set forth in the Stipulation. The Settlement Hearing may be continued by the Court

at the Settlement Hearing, or at any adjourned session thereof without further notice.

You have the right, but are not required to appear in person or through counsel at the Settlement

Hearing to object to the terms of the proposed Settlement or otherwise present evidence or argument

that may be proper and relevant. However, unless otherwise ordered by the Court, no Current Freeport

Shareholder shall be heard or entitled to contest the approval of the terms and conditions of the

Settlement, or, if approved, the Judgment to be entered thereon approving the same, or the Fee and

Expense Amount awarded to Plaintiff's Counsel, unless that shareholder has, at least twenty-one (21)

calendar days prior to the Settlement Hearing, filed with the Clerk of the Court and served on counsel


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for the Settling Parties, a written objection to the settlement setting forth: (i) a written notice of

objection with your name, address, and telephone number, and if represented, your counsel, along with

a representation as to whether you intend to appear at the Settlement Hearing; (ii) competent evidence

that you held shares of Freeport common stock as of July 8, 2016, and continue to hold shares of

Freeport common stock as of the date of the Settlement Hearing; (iii) a statement of objections to any

matters before the Court, the grounds therefor, or the reasons for your desiring to appear and be heard,

as well as all documents or writings you desire the Court to consider; and (iv) the identities of any

witnesses you plan on calling at the Settlement Hearing, along with a summary description of their

likely testimony.

The written objections, notices of intent to appear, and copies of any papers and briefs in

support thereof to be filed in Court shall be delivered by hand or sent by First-Class Mail to:

Clerk of the Court Superior Court of the State of Arizona Maricopa County 18380 N. 40th Street Phoenix, AZ 85032

In addition, on or before the date of such filing, you must also serve the same documents on

each of the following counsel (delivered by hand or sent by First-Class Mail):




Joel P. Hoxie SNELL & WILMER L.L.P. 400 E. Van Buren, Suite 1900 Phoenix, AZ 85004-2202 Telephone: (602) 382-6000 Facsimile: (602) 382-6070 Counsel for individual defendants Robert J. Allison, Jr., Alan R. Buckwalter, III, Robert A. Day, Gerald J. Ford, Thomas A. Fry, III, H. Devon Graham, Jr., Lydia H. Kennard, Charles C. Krulak, Bobby Lee Lackey, Jon C. Madonna, Dustan E. McCoy,


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Stephen H. Siegele, Frances Fragos Townsend, and nominal defendant Freeport-McMoRan Inc.

Unless otherwise ordered by the Court, any Current Freeport Shareholder who does not make

his, her, or its objection in the manner provided herein shall be deemed to have waived such objection

and shall forever be barred and foreclosed from making any objection to the fairness, reasonableness,

or adequacy of the Settlement, to the agreed upon Fee and Expense Amount, or to otherwise be heard,

and shall otherwise be bound by the Judgment to be entered and the releases to be given.

VII. CONDITIONS FOR SETTLEMENT

The Settlement is conditioned upon the occurrence of certain events described in the

Stipulation, which requires, among other things: (a) approval of the Settlement by Freeport's Board,

which Defendants' Counsel represents already has been accomplished; (b) entry by the Court of the

Judgment approving the Settlement, without awarding costs to any Party, except as provided in the

Stipulation; and (c) the passing of the date upon which the Judgment becomes Final.

If, for any reason, any one of the conditions described in the Stipulation is not met and the

entry of the Judgment does not occur, the Stipulation might be terminated and, if terminated, will

become null and void; and the Settling Parties to the Stipulation will be restored to their respective

positions as of the date of execution of the Stipulation.

VIII. HOW TO OBTAIN ADDITIONAL INFORMATION

This Notice summarizes the Stipulation. It is not a complete statement of the events of the

Action or the Stipulation.

There is additional information concerning the Settlement available in the Stipulation, which

may be viewed on Freeport's website at http://investors.fcx.com/investor-center/, and Plaintiff's

Counsel's website at www.robbinsarroyo.com/notices. You may also inspect the Stipulation during

business hours at the office of the Clerk of the Court, Superior Court of the State of Arizona, Maricopa

County, located at 18380 N. 40th Street, Phoenix, Arizona 85032.


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For more information concerning the Settlement, you may also call or write to: Robbins Arroyo

LLP, c/o Darnell Donahue, Client Relations, 600 B Street, Suite 1900, San Diego, California 92101,

Telephone: (619) 525-3990.

PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO THE COURT OR FREEPORT REGARDING THIS NOTICE.

EXHIBIT C

SUMMARY NOTICE OF PROPOSED SETTLEMENT AND SETTLEMENT HEARING

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Plaintiff,

v.


Defendants, -and-


Nominal Defendant.

Case No. CV2015-052393

SUMMARY NOTICE OF PROPOSED SETTLEMENT AND SETTLEMENT HEARING (Assigned to the Honorable Aimee Anderson)

- 1 - SUMMARY NOTICE OF PROPOSED SETTLEMENT AND SETTLEMENT HEARING

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TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF FREEPORT-MCMORAN INC. ("FREEPORT" OR THE "COMPANY") AS OF JULY 8, 2016 ("CURRENT FREEPORT SHAREHOLDERS").

THIS NOTICE RELATES TO THE PENDENCY AND PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE LITIGATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU ARE A CURRENT FREEPORT SHAREHOLDER, THIS SUMMARY NOTICE CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Superior Court of the State of

Arizona, County of Maricopa (the "Court"), that a proposed Settlement1 has been reached by the

Parties to the shareholder derivative action brought on behalf of Freeport captioned Harris v. Allison,

et al., Case No. CV2015-052393 (the "Action").

The Court will hold a Settlement Hearing on _________ __, 2016 at __:___ _.m., before the

Honorable Aimee Anderson, Department H/108 of the Superior Court of the State of Arizona,

Maricopa County, located at 18380 N. 40th Street, Phoenix, Arizona 85032, to determine whether: (i)

the Settlement of the Action upon the terms and subject to the conditions set forth in the Stipulation is

fair, reasonable, and adequate and should be approved by the Court; (ii) the Action should be dismissed

with prejudice; and (iii) to approve the agreed upon Fee and Expense Amount for Plaintiff's Counsel's

fees and expenses as set forth in the Stipulation. The Settlement Hearing may be continued by the

Court at the Settlement Hearing, or at any adjourned session thereof without further notice to determine

whether to approve the Settlement.

This is a summary notice only. For additional information about the claims asserted in the

Action, the terms of the proposed Settlement, and the rights of Current Freeport Shareholders with

regard to the Settlement, please refer to the Stipulation and detailed Notice of Pendency and Proposed

Settlement of Shareholder Derivative Action, which have been filed with the Court and are available

for viewing on the "Investors" section of Freeport's website at http://investors.fcx.com/investor-

center/, and Plaintiff's Counsel's website at www.robbinsarroyo.com/notices.

1 Except as otherwise expressly provided below or as the context otherwise requires, all capitalized terms contained herein shall have the same meanings and/or definitions as set forth in the Stipulation of Settlement dated July 8, 2016 (the "Stipulation").


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Any Current Freeport Shareholder may object and/or appear and show cause, at their own

expense, individually or through counsel of their own choice, if he, she, or it has any concern, why the

Settlement should not be approved as fair, reasonable, and adequate, or why the Judgment should not

be entered thereon, or why the Fee and Expense Amount should not be approved. However, unless

otherwise ordered by the Court, no Current Freeport Shareholder shall be heard or entitled to contest

the approval of the terms and conditions of the Settlement, or, if approved, the Judgment to be entered

thereon approving the same, or the Fee and Expense Amount awarded to Plaintiff's Counsel, unless

that shareholder has, at least twenty-one (21) calendar days prior to the Settlement Hearing, filed

with the Clerk of the Court and served on counsel for the Settling Parties, a written objection to the

settlement setting forth: (i) a written notice of objection with your name, address, and telephone

number, and if represented, your counsel, along with a representation as to whether you intend to

appear at the Settlement Hearing; (ii) competent evidence that you held shares of Freeport common

stock as of July 8, 2016, and continue to hold shares of Freeport common stock as of the date of the

Settlement Hearing; (iii) a statement of objections to any matters before the Court, the grounds

therefor, or the reasons for your desiring to appear and be heard, as well as all documents or writings

you desire the Court to consider; and (iv) the identities of any witnesses you plan on calling at the

Settlement Hearing, along with a summary description of their likely testimony.

The written objections, notices of intent to appear, and copies of any papers and briefs in

support thereof to be filed in Court shall be delivered by hand or sent by First-Class Mail to:

Clerk of the Court Superior Court of the State of Arizona Maricopa County 18380 N. 40th Street Phoenix, AZ 85032

In addition, on or before the date of such filing, you must also serve the same documents on

each of the following counsel (delivered by hand or sent by First-Class Mail):


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Joel P. Hoxie SNELL & WILMER L.L.P. 400 E. Van Buren, Suite 1900 Phoenix, AZ 85004-2202 Telephone: (602) 382-6000 Facsimile: (602) 382-6070 Counsel for individual defendants Robert J. Allison, Jr., Alan R. Buckwalter, III, Robert A. Day, Gerald J. Ford, Thomas A. Fry, III, H. Devon Graham, Jr., Lydia H. Kennard, Charles C. Krulak, Bobby Lee Lackey, Jon C. Madonna, Dustan E. McCoy, Stephen H. Siegele, Frances Fragos Townsend, and nominal defendant Freeport-McMoRan Inc.

Unless otherwise ordered by the Court, any Current Freeport Shareholder who does not make

his, her, or its objection in the manner provided herein shall be deemed to have waived such objection

and shall forever be barred and foreclosed from making any objection to the fairness, reasonableness,

or adequacy of the Settlement, to the agreed upon Fee and Expense Amount, or to otherwise be heard,

and shall otherwise be bound by the Judgment to be entered and the releases to be given.

If you have any questions about matters in this Summary Notice, you may contact Darnell R.

Donahue at the offices of Plaintiff's Counsel: Robbins Arroyo LLP, 600 B Street, Suite 1900, San

Diego, California 92101. You may contact Mr. Donahue in writing, or by telephone at (619) 525-

3990.

PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO THE COURT OR FREEPORT REGARDING THIS NOTICE.

EXHIBIT D

ORDER AND FINAL JUDGMENT

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Plaintiff,

v.


Defendants, -and-


Nominal Defendant.

Case No. CV2015-052393

FINAL JUDGMENT AND ORDER OF DISMISSAL (Assigned to the Honorable Aimee Anderson)

- 1 - ORDER AND FINAL JUDGMENT

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This matter came before the Court for hearing on ____________, 2016, to consider approval

of the proposed settlement ("Settlement") set forth in the Stipulation of Settlement dated July 8, 2016,

and the exhibits thereto (the "Stipulation"). The Court has reviewed and considered all documents,

evidence, objections (if any), and arguments presented in support of or against the Settlement. Good

cause appearing therefore, the Court enters this Final Judgment and Order of Dismissal ("Judgment").

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

1. This Judgment incorporates by reference the definitions in the Stipulation, and all

capitalized terms used herein shall have the same meanings as set forth in the Stipulation.

2. This Court has jurisdiction over the subject matter of the Action, including all matters

necessary to effectuate the Settlement, and over all Settling Parties.

3. During the course of the litigation, all Settling Parties and their respective counsel at

all times complied with the requirements of Rule 11 of the Arizona Rules of Civil Procedure, and all

other similar laws or statutes.

4. The Court finds that the Notice and Summary Notice provided to Current Freeport

Shareholders constituted the best notice practicable under the circumstances. The Notice and

Summary Notice fully satisfied the requirements of Arizona law and the requirements of due process.

5. The Court finds that the Settlement as set forth in the Stipulation is fair, reasonable,

adequate, and in the best interests of Freeport and its shareholders, including Current Freeport

Shareholders, and hereby finally approves the Stipulation and Settlement in all respects, and orders

the Settling Parties to perform its terms to the extent the Settling Parties have not already done so.

6. The Action is hereby dismissed with prejudice. The Settling Parties are to bear their

own costs, except as otherwise provided in the Stipulation.

7. Upon the Effective Date, the Releasing Persons shall be deemed to have fully, finally,

and forever released, relinquished, and discharged the Released Claims (including Unknown Claims)


Settling Party to enforce the terms of the Stipulation or this Judgment.


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8. Upon the Effective Date, each of the Released Persons shall be deemed to have fully,

finally, and forever released, relinquished, and discharged Plaintiff, Plaintiff's Counsel, and Freeport

from all claims (including Unknown Claims), arising out of, relating to, or in connection with the

institution, prosecution, assertion, settlement, or resolution of the Action or the Released Claims.

Nothing herein shall in any way impair or restrict the rights of any Settling Party to enforce the terms

of the Stipulation or this Judgment.

9. Nothing in this Judgment constitutes or reflects a waiver or release of any rights or

claims of Defendants against their insurers, or their insurers' subsidiaries, predecessors, successors,

assigns, affiliates, or representatives, including, but not limited to, any rights or claims of Defendants

or Freeport under any directors' and officers' liability insurance or other applicable insurance coverage

maintained by the Company. Nothing in this Judgment constitutes or reflects a waiver or release of

any rights or claims of the Individual Defendants relating in any way to indemnification, whether

under any written indemnification or advancement agreement, or under the Company's charter, by-

laws, or under applicable law.

10. The Court hereby approves the Fee and Expense Amount of $________ in accordance

with the Stipulation and finds that the Fee and Expense Amount is fair and reasonable.

11. Within ten (10) calendar days of issuance of this Judgment, notwithstanding the

existence of any timely filed objections to the Settlement, or potential for appeal therefrom, Freeport

shall pay or cause its insurer to pay the Fee and Expense Amount to Robbins Arroyo LLP as receiving

agent for Plaintiff's Counsel. The Fee and Expense Amount, as approved by the Court, shall constitute

final and complete payment for Plaintiff's Counsel's fees and expenses that have been incurred or will

be incurred in connection with the Action. In the event this Judgment fails to become Final, then it

shall be the obligation of Plaintiff's Counsel to make appropriate refunds or repayments to Freeport's

and/or Defendants' insurers of any attorneys' fees and expenses previously paid within fifteen (15)

business days of receiving notice from Defendants' Counsel or from a court of appropriate jurisdiction,

whichever is earlier.

12. Neither the Stipulation nor the Settlement shall be deemed to prejudice in any way the


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respective positions of the Settling Parties with respect to the Action, shall not be deemed a

presumption, a concession, or admission by any of the Settling Parties of any fault, liability, or

wrongdoing as to any facts, claims, or defenses that have been or might have been alleged or asserted

in the Action or with respect to any of the claims settled in the Action, or any other action or

proceeding, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence

or otherwise used by any person in the Action, or in any other action or proceeding, whether civil,

criminal, or administrative. The Released Persons may file the Stipulation and/or this Judgment in

any action that may be brought against them in order to support a defense or counterclaim based on

principles of res judicata, collateral estoppel, full faith and credit, release, standing, good faith

settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or

similar defense or counterclaim. The Settling Parties may also file the Stipulation and documents

executed pursuant and in furtherance thereto in any action to enforce the Settlement and/or this

Judgment.

13. Without affecting the finality of this Judgment in any way, this Court hereby retains

continuing jurisdiction with respect to implementation and enforcement of the terms of the Stipulation.

14. In the event that the Settlement does not become effective in accordance with the terms

of the Stipulation, this Judgment shall be vacated, and all Orders entered and releases delivered in

connection with the Stipulation and this Judgment shall be null and void, except as otherwise provided

for in the Stipulation.

15. No further matters remain pending and judgment is entered pursuant to Rule 54(c) of

the Arizona Rules of Civil Procedure.

IT IS SO ORDERED.

DATED:

THE HONORABLE AIMEE ANDERSON JUDGE OF THE SUPERIOR COURT

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