Common use of Director Designation Rights Clause in Contracts

Director Designation Rights. (a) On or prior to the date hereof, the Board has adopted resolutions that (i) increase the number of individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-created directorships, effective as of the date hereof, with individuals designated by PXP (each, a “Designated Director”). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For so long as PXP and its Affiliates are the Beneficial Owners of at least 10% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate two Designated Directors. In the event that PXP and its Affiliates are the Beneficial Owners of less than 10% but at least 5% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate one Designated Director. In the event that PXP and its Affiliates are the Beneficial Owners of less than 5% of the issued and outstanding shares of McMoRan Common Stock, PXP shall have no right to designate any directors to the Board. (c) Each Designated Director shall, in the reasonable judgment of McMoRan, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of the SEC or NYSE or by applicable law, and (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Directors to timely provide, McMoRan with accurate and complete information relating to PXP and the Designated Directors that may be required to be disclosed by McMoRan under the Securities Act or the Exchange Act. In addition, at McMoRan’s request, PXP shall cause the Designated Directors to complete and execute McMoRan’s standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRan. The Parties agree that the initial Designated Directors shall be Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx. (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting), PXP shall provide McMoRan with written notice of the names of the Designated Directors to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice as to whether the Designated Directors satisfy the requirements of Section 2(c). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees in a like manner until Section 2(c) has been satisfied. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election to the Board at each annual meeting of stockholders. If elected, each Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (f) Prior to the termination of rights to designate directors as provided herein: (i) in connection with each annual meeting of stockholders, and subject to Section 2(c), the Board shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to McMoRan’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting; (ii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, McMoRan will take all actions necessary or advisable to cause the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting; (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) if a Designated Director is nominated and not elected at the annual meeting of stockholders, then PXP shall provide McMoRan the name of a replacement director and, provided that such person satisfies the requirements of Section 2(c), the Board and McMoRan shall take such action as may be necessary to appoint such person to serve as a Designated Director to the Board, including, if applicable, increasing the size of the Board and appointing such Designated Director to fill the newly-created directorship; (v) any Designated Director may be removed for cause pursuant to and in accordance with Article VI.5. of the McMoRan Charter; (vi) upon written notice from McMoRan to PXP that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, PXP will cause the applicable Designated Director to resign as a member of the Board within two (2) Business Days of such written notice, and any vacancy created by such resignation shall be filled by the Board with an individual designated by PXP who, subject to Section 2(c) of this Agreement, shall become a Designated Director; and (vii) if a Designated Director ceases to continue in office for any reason, PXP shall designate a replacement director and, subject to Section 2(c), the Board shall take such action as is necessary or appropriate to cause such replacement director to be appointed to the vacancy on the Board created by the Designated Directors ceasing to serve on the Board. (g) At least one Designated Director shall be a member of the executive committee of the Board or its equivalent, if any. (h) Prior to making a determination that any Resignation Event has occurred, the Board shall provide such Designated Director with proper notice of a meeting of the Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented by such Designated Director. (i) Prior to designating a Designated Director, PXP shall enter into a written agreement with such Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event or as otherwise provided therein. PXP acknowledges and agrees that such an agreement is in the best interest of McMoRan and PXP, and that McMoRan shall be a third-party beneficiary of the terms and conditions of such an agreement, and McMoRan shall have the right to enforce such an agreement to the same extent as the parties thereto. (j) McMoRan shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of PXP to Board representation (or representation on any committee thereof); provided, however, that McMoRan shall not be prohibited from taking such action that the Board determines may be necessary to (i) comply with any rule or regulation of the SEC or NYSE or (ii) comply with applicable Law.

Director Designation Rights. (a) On or prior to During the date hereofterm of this Agreement, the Board has adopted resolutions that shall have no more than six (i6) increase members plus the number of individuals that constitute the whole Board by two persons, and (ii) resolved Designated Directors permitted to fill the newly-created directorships, effective as be members of the date hereofBoard pursuant to this Section 2 without the written consent of the Purchaser, with individuals designated by PXP (each, a “Designated Director”). Each time except that the Board appoints a Designated Director, it will also adopt resolutions shall be increased to such that each Designated Director (a) qualifies number as a “Continuing Director” for purposes of is necessary to achieve the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iiicontemplated by Section 2(b)(v) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a partythis Agreement. (b) For At any meeting at which members of the Board are appointed or persons are nominated for election to the Board, the number of persons that the Purchaser shall have the right to designate for appointment or nomination, as the case may be, shall be determined as follows: (i) As of the Closing and for so long as PXP the Purchaser and its Affiliates are the Beneficial Owners of at least 10more than 33% of the issued and outstanding shares of McMoRan Outstanding Common StockUnits (the “Three Director Threshold”), then PXP the Purchaser shall have the right to designate two Designated Directorsthree directors to the Board. In The Purchaser’s initial designees shall be Xxxx X. Xxxxxx XX, Xxxxx X. Xxxxx and Xxxxx X. XxXxxxxx. (ii) For so long as the event that PXP Purchaser and its Affiliates are the Beneficial Owners of less more than 10% but at least 522% of the issued Outstanding Common Units and outstanding shares up to 33% of McMoRan the Outstanding Common StockUnits (the “Two Director Threshold”), then PXP the Purchaser shall have the right to designate one Designated Director. In two directors to the event that PXP Board. (iii) For so long as the Purchaser and its Affiliates are the Beneficial Owners of less more than 511% of the issued Outstanding Common Units and outstanding shares up to 22% of McMoRan the Outstanding Common StockUnits (the “One Director Threshold”), PXP then the Purchaser shall have the right to designate one director to the Board. (iv) If the Purchaser and its Affiliates are the Beneficial Owners of 11% or less of the Outstanding Common Units, then the Purchaser shall no longer have the right to designate any directors to the Board. (v) If, at any time after June 30, 2012, a Preferred Distribution Arrearage is outstanding for at least four consecutive fiscal quarters (an “Arrearage Event”), then the Purchaser and its Affiliates shall have the right for all times after an Arrearage Event and regardless of whether a Preferred Distribution Arrearage is no longer outstanding, to designate directors constituting a mathematical majority of the directors on the Board. (vi) For purposes of this Agreement, the number of Outstanding Common Units shall be calculated taking into account the Series A Preferred Units on an as-converted basis. (c) Each The GP LLC Members shall take all actions necessary or advisable to cause each Designated Director to be appointed or elected, as the case may be, to the Board, and to cause each Designated Director to be a Continuing Director; provided, that each Designated Director shall, in the reasonable judgment of McMoRanPark Avenue, (iA) have the requisite skill and experience to serve as a director of a publicly traded company, (iiB) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of the SEC or Commission, the NYSE or by applicable lawLaw, (C) be a citizen of the United States within the meaning of 46 U.S.C. Sec. 50501 for the purpose of operating the vessels in the coastwise trade of the United States, (D) not be an employee or director of any Competitor, and (iiiE) have not engaged in (Arequire the disclosure of any of the reportable events described under Item 401(f) acts or omissions constituting a breach of such Designated Director’s duty Regulation S-K of loyalty to any organizationthe Securities Act of 1933, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP shall timely provideas amended, and shall use its commercially reasonable efforts to cause the Designated Directors rules and regulations thereunder (or any successor regulation thereto). The Purchaser agrees to timely provide, McMoRan provide K-Sea with accurate and complete information relating to PXP the Purchaser and the each Designated Directors Director that may be required to be disclosed by McMoRan K-Sea under the Securities Act or the Exchange Act. Notwithstanding anything in this Agreement to the contrary, no individual shall serve as a Designated Director if (i) such individual is a plaintiff in any litigation involving K-Sea or its Affiliates or (ii) in the event that any relevant antitrust governmental authority requires such individual to terminate his position as a Designated Director, and in either such event, such individual shall immediately resign as a Designated Director and, failing such a resignation, the Purchaser shall remove and replace such individual. In additionthe event that the Purchaser fails to remove and replace such individual, at McMoRan’s requestK-Sea may remove such individual by giving notice to the Purchaser to the effect that such individual has been removed pursuant to this Section 2(c). Following an Arrearage Event, PXP the GP LLC Members shall cause take all actions necessary or advisable to immediately increase the Designated Directors to complete and execute McMoRan’s standard director and officer questionnaire prior to being admitted to size of the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRan. The Parties agree that cause directors to resign from the initial Designated Directors shall be Xxxxx X. Xxxxxx and Xxxx X. XxxxxxxxBoard in order to implement Section 2(b)(v). (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting), PXP shall provide McMoRan with written notice of the names of the Designated Directors to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice Except as to whether the Designated Directors satisfy the requirements of Section 2(c). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees otherwise provided in a like manner until Section 2(c) has been satisfied. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election to the Board at each annual meeting of stockholders. If electedthis Agreement, each Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (fe) Prior to A Designated Director may be removed from the termination of rights to designate directors as provided hereinBoard: (i) in connection with each annual meeting of stockholders, and subject to Section 2(c), by the Board shall (A) nominate the Designated Directors for election Purchaser at such meeting and (B) shall not submit to McMoRan’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting;any time; or (ii) in connection with each annual meeting by a majority of stockholders, and subject to the provisions of this Section 2, McMoRan will take all actions necessary or advisable to cause other director(s) then serving on the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting; (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) if a Designated Director is nominated and not elected at the annual meeting of stockholders, then PXP shall provide McMoRan the name of a replacement director and, provided that such person satisfies the requirements of Section 2(c), the Board and McMoRan shall take such action as may be necessary to appoint such person to serve as a Designated Director to the Board, including, if applicable, increasing the size of the Board and appointing such Designated Director to fill the newly-created directorship; (v) any Designated Director may be removed for cause pursuant to and in accordance with Article VI.5. of the McMoRan Charter; (vi) upon written notice from McMoRan K-Sea to PXP the Purchaser that a Resignation Event has occurredoccurred with respect to such Designated Director, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, PXP Event and following receipt of which the Purchaser will cause the applicable such Designated Director to resign as a member of the Board within two (2) Business Days of such written noticeDays; provided, and that any vacancy created by such resignation shall be filled by the Board with an individual a director designated by PXP who, subject to the Purchaser as provided in Section 2(c2(b) of this Agreement, shall become a Designated Director; and (vii) if a Designated Director ceases to continue in office for any reason, PXP shall designate a replacement director and, and subject to Section 2(c), the Board shall take such . (f) Any action as is necessary or appropriate to cause such replacement director to be appointed to the vacancy on the Board created by the Purchaser to designate or replace a Designated Directors ceasing Director shall be evidenced in writing furnished to serve Park Avenue and shall be signed by or on behalf of the BoardPurchaser. (g) At least one Designated Director shall be a member of the executive committee of the Board or its equivalent, if any. (h) Prior to making a determination that any Resignation Event has occurred, the Board shall provide such Designated Director with proper notice of a meeting of the Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented by such Designated Director. (i) Prior to designating an individual to become a Designated Directordirector on the Board, PXP the Purchaser shall enter into a written agreement with such Designated Director individual whereby such Designated Director individual agrees to resign as a member of the Board upon a Resignation Event or as otherwise provided thereinEvent. PXP The Purchaser acknowledges and agrees that such an agreement is in the best interest of McMoRan the K-Sea Entities, the GP LLC Members and PXPthe Purchaser, and that McMoRan the K-Sea Entities and the GP LLC Members shall be a third-third party beneficiary of the terms and conditions of such an agreement, and McMoRan the K-Sea Entities and the GP LLC Members shall have the right to enforce such an agreement to the same extent as the parties thereto. (jh) McMoRan The K-Sea Entities and the GP LLC Members shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of PXP the Purchaser to Board representation (or representation on any committee thereof)representation; provided, however, that McMoRan the K-Sea Entities and the GP LLC Members shall not be prohibited from taking such action that the Board determines (i) may be necessary to (iA) comply with any rule or regulation of the SEC Commission or the NYSE or (B) comply with applicable Law or (ii) comply is required to achieve compliance with applicable Lawthe provisions of the K-Sea Partnership Agreement or the GP LLC Agreement.

Director Designation Rights. (a) On or prior The Company's Certificate of Incorporation entitles the holders of the Series B Preferred Stock to elect four directors so long as any Series B Preferred Stock is outstanding. Following the date hereofClosing Date the Shareholders agree to vote for directors for such four director positions, the Board has adopted resolutions that designated as follows: (i) increase the number of individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-created directorships, effective as of the date hereof, with individuals designated by PXP (each, a “Designated Director”). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For so long as PXP and its Affiliates are the Beneficial Owners of at least 10% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate two Designated Directors. In the event that PXP and its Affiliates are the Beneficial Owners of less than 10% but at least 5% of the issued and outstanding shares of McMoRan Common Stock, then PXP Leverage shall have the right to designate one Designated Director. In the event that PXP and its Affiliates are the Beneficial Owners of less than 5% of the issued and outstanding shares of McMoRan Common Stock, PXP shall have no right to designate any directors to the Board. (c) Each Designated Director shall, in the reasonable judgment of McMoRan, (i) have the requisite skill and experience to serve as a director of a publicly traded company, director; (ii) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of Cipora Lavut shall have the SEC or NYSE or by applicable law, and rigxx xx xxxxxxate one director; (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Directors to timely provide, McMoRan with accurate and complete information relating to PXP and the Designated Directors that may be required to be disclosed by McMoRan under the Securities Act or the Exchange Act. In addition, at McMoRan’s request, PXP shall cause the Designated Directors to complete and execute McMoRan’s standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRan. The Parties agree that the initial Designated Directors shall be Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx. (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting), PXP shall provide McMoRan with written notice of the names of the Designated Directors to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice as to whether the Designated Directors satisfy the requirements of Section 2(c). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees in a like manner until Section 2(c) has been satisfied. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election to the Board at each annual meeting of stockholders. If elected, each Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (f) Prior to the termination of rights to designate directors as provided herein: (i) in connection with each annual meeting of stockholders, and subject to Section 2(c), the Board shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to McMoRan’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting; (ii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, McMoRan will take all actions necessary or advisable to cause the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting; (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) if a Designated Director is nominated and not elected at the annual meeting of stockholders, then PXP shall provide McMoRan the name of a replacement director and, provided that such person satisfies the requirements of Section 2(c), the Board and McMoRan shall take such action as may be necessary to appoint such person to serve as a Designated Director to the Board, including, if applicable, increasing the size of the Board and appointing such Designated Director to fill the newly-created directorship; (v) any Designated Director may be removed for cause pursuant to and in accordance with Article VI.5. of the McMoRan Charter; (vi) upon written notice from McMoRan to PXP that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, PXP will cause the applicable Designated Director to resign as a member of the Board within two (2) Business Days of such written notice, and any vacancy created by such resignation shall be filled by the Board with an individual designated by PXP who, subject to Section 2(c) of this Agreement, shall become a Designated Director; and (vii) if a Designated Director ceases to continue in office for any reason, PXP shall designate a replacement director and, subject to Section 2(c), the Board shall take such action as is necessary or appropriate to cause such replacement director to be appointed to the vacancy on the Board created by the Designated Directors ceasing to serve on the Board. (g) At least one Designated Director shall be a member of the executive committee of the Board or its equivalent, if any. (h) Prior to making a determination that any Resignation Event has occurred, the Board shall provide such Designated Director with proper notice of a meeting of the Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented by such Designated Director. (i) Prior to designating a Designated Director, PXP shall enter into a written agreement with such Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event or as otherwise provided therein. PXP acknowledges and agrees that such an agreement is in the best interest of McMoRan and PXP, and that McMoRan shall be a third-party beneficiary of the terms and conditions of such an agreement, and McMoRan Maimon shall have the right to enforce designate one director; and (iv) Ben Moshe shall have the right xx xxxxxxate one director. Such designees may be either the persons nominated by the Company's Board of Directors to serve as directors or such other persons as the Shareholder(s) may designate in accordance with the provisions of this Agreement. Upon the occurrence of (x) a Default (as defined in the Lavut Note), the director designation right of Lavut under this Agreement shall terminate, (y) a Default (as defined in the Maimon Note), the director designation right of Maimon under this Agreement shall terminate and (z) a Default (as defined in the Ben Moshe Note), the directxx xxxxxxation right of Ben Moshe under this Agreemexx xxxxx terminate. In addition, if any Shareholder with designation rights under this Agreement ceases to hold any Series B Preferred Stock, the director designation right of such party shall terminate. Any director designated by any Shareholder as an agreement "Initial Director Designee" (as hereinafter defined) pursuant to this Section shall take and hold office only so long as the Shareholder designating such director is not in Default under its respective Note and, upon taking office shall submit a conditional resignation, effective automatically upon termination of such designating Shareholder's director designation rights. If any Shareholder's director designation rights under this Agreement terminate, then any successor director shall be selected by the Board of Directors. As a condition to the same extent Closing under the Securities Purchase Agreement, Carl Albert, James S. Harrinxxxx xxx Xawrxxxx Xxxxxxx xxxx submit xxxxx xxxxxxxxxons as members of the parties thereto. Company's Board of Directors, effective as of the Closing Date. The initial director designees (jthe "Initial Director Designee") McMoRan shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon of such Shareholders on the foregoing Closing Date are as follows: Leverage: Neal Meehan (Existing xxxxxxxx) Lavut: Raymond Yu (New direcxxx) Maimon: Dr. Fred Balister (New direcxxx) Ben Moshe: Izar Fernbach (Xxw direcxxx) Xach Shareholder with director designation rights of PXP to Board representation (or representation on any committee thereof); provided, however, that McMoRan shall not be prohibited from taking such action that the Board determines may be necessary to represents and warrants (i) comply with that any director now or hereafter designated by such Shareholder under this Agreement is not (and will not be at the time of designation) a person of the type described in 17 CFR 230.262(b), the text of which is attached hereto as Exhibit A, and (ii) that the director designation rights held by such Shareholder, the exercise thereof, and the voting for the election of such director do not (and will not) violate any applicable law, statute, rule or regulation or any applicable order or decree, including without limitation any federal or state securities law, statute, rule or regulation or any order or decree of the SEC Securities Exchange Commission or NYSE or state securities agency. For purposes of this Agreement, (i) rights and obligations under this Agreement with respect to voting as shareholders shall also include any shareholder action by written consent pursuant to Delaware law, and (ii) comply director designation rights under this Agreement shall include the right to designate an initial designee for election as director, as well as the right to change such designation by designating a replacement designee. Each Shareholder further acknowledges that, in the event of any subsequent vacancy on the Board of Directors (whether by resignation, removal or death of any such directors) or upon the expiration of a director's term of office, in addition to the right of the Shareholders to designate amongst themselves a successor director to fill such vacancy in accordance with applicable Lawthe terms of this Agreement, the Board of Directors of the Company retains the unfettered discretion and right to appoint a director to fill any vacancy in accordance with the Bylaws and to nominate directors for the stockholders to approve at a stockholder meeting (including any action by written consent of the stockholders).

Director Designation Rights. (a) On Following the Closing Date and until the Xxxxxx Stockholder ceases to beneficially own 10% or prior to more of the date hereofoutstanding shares of Common Stock, except as otherwise provided in this Agreement or Section 3.3 of the Board has adopted resolutions that (i) increase Bylaws the number of individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-created directorships, effective as of the date hereof, with individuals designated by PXP (each, a “Designated Director”). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving directors on the Board that could result in (x) a “Change of Control” as defined clause (iii) of shall be seven, and the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For so long as PXP and its Affiliates are the Beneficial Owners of at least 10% of the issued and outstanding shares of McMoRan Common Stock, then PXP Xxxxxx Stockholder shall have the right right, but not the obligation, to designate two Designated Directors. In the event that PXP and its Affiliates are the Beneficial Owners a number of less than 10% but at least 5% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate one Designated Director. In the event that PXP and its Affiliates are the Beneficial Owners of less than 5% of the issued and outstanding shares of McMoRan Common Stock, PXP shall have no right to designate any directors to the Board. (c) Each Designated Director shall, in the reasonable judgment of McMoRan, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of the SEC or NYSE or by applicable law, and (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Directors to timely provide, McMoRan with accurate and complete information relating to PXP and the Designated Directors that may be required to be disclosed by McMoRan under the Securities Act or the Exchange Act. In addition, at McMoRan’s request, PXP shall cause the Designated Directors to complete and execute McMoRan’s standard director and officer questionnaire prior to being admitted to the Board or standing individuals for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRan. The Parties agree that the initial Designated Directors shall be Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx. (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting), PXP shall provide McMoRan with written notice of the names of the Designated Directors to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice as to whether the Designated Directors satisfy the requirements of Section 2(c). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees in a like manner until Section 2(c) has been satisfied. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election nomination to the Board at each annual meeting of stockholdersthe stockholders of the Company (or special meeting in lieu of an annual meeting at which all Directors are to be elected) equal to: (i) up to four individuals until the Xxxxxx Stockholder ceases to beneficially own 50% or more of the then outstanding shares of Common Stock; (ii) up to three individuals until the Xxxxxx Stockholder ceases to beneficially own 35% or more of the then outstanding shares of Common Stock; (iii) up to two individuals until the Xxxxxx Stockholder ceases to beneficially own 20% or more of the then outstanding shares of Common Stock; and (iv) up to one individual until the Xxxxxx Stockholder ceases to beneficially own 10% or more of the then outstanding shares of Common Stock. If electedFor any such meeting, each Designated Director the Xxxxxx Stockholder shall submit in writing to the Company the names of the individuals it is designating for nomination to the Board (the “Designation Notice”) at least 60 days prior to the first anniversary of the date on which the proxy statement for the preceding year’s annual meeting was filed with the SEC; provided, however, that with respect to the 2013 annual meeting or in the event that the date of the meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the Designation Notice to be timely must be so submitted not later than the later of the 90th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement or notice to the Xxxxxx Stockholder of the date of such meeting is first made. In the event the Xxxxxx Stockholder has not provided the Designation Notice within the time period set forth above for a meeting, the Xxxxxx Stockholder will hold office until his or her term expires be deemed to have designated the Xxxxxx Designees currently serving on the Board for reelection at such meeting. In the event that the Xxxxxx Stockholder has designated in the Designation Notice for a meeting less than the total number of individuals the Xxxxxx Stockholder shall be entitled to designate pursuant to this Section 2.1, the Board shall take all necessary corporate action to decrease the size of the Board as of the date of such meeting by the difference between the number of individuals the Xxxxxx Stockholder shall be entitled to designate and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removalthe number actually designated in the Designation Notice. (fb) Prior to the termination of rights to designate directors as provided herein: (i) in connection with At each annual meeting of stockholders, and subject the stockholders of the Company (or special meeting in lieu of an annual meeting at which Directors are to Section 2(cbe elected), the Board shall (A) nominate the Designated Directors Xxxxxx Designees for election at such meeting meeting, solicit proxies (or cause the Company to solicit proxies) in favor of the election of the Xxxxxx Designees in a manner consistent with its solicitation of proxies for the election of all other Director candidates nominated by the Board and (B) recommend that the stockholders of the Company elect to the Board each of the Xxxxxx Designees. Neither the Board nor the Company shall not submit take any action to McMoRan’s stockholders a greater oppose the election of the Xxxxxx Designees, including, without limitation, nominating for election to the Board more individuals than the number of Board nominees for election at such meeting than positions to be filled by election at such meeting;Director seats available or recommending that stockholders vote in favor of any nominee opposing a Xxxxxx Designee. (iic) in connection with each annual meeting of stockholdersIf, and subject at any time, there are fewer Xxxxxx Designees serving on the Board than the maximum number the Xxxxxx Stockholder would then be permitted to designate for nomination pursuant to Section 2.1, the Xxxxxx Stockholder will have the right to designate by written notice to the provisions Company one or more individuals (up to the number needed in order to cause the number of this Xxxxxx Designees serving on the Board to equal the maximum number the Xxxxxx Stockholder would then be permitted to designate for nomination pursuant to Section 22.1) for appointment to the Board. Promptly following the Company’s receipt of such notice, McMoRan will the Board shall take all actions as are necessary or advisable to cause the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting; (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) if a Designated Director is nominated and not elected at the annual meeting of stockholders, then PXP shall provide McMoRan the name of a replacement director and, provided that such person satisfies the requirements of Section 2(c), the Board and McMoRan shall take such action as may be necessary order to appoint such person to serve as a Designated Director individuals designated by the Xxxxxx Stockholder to the Board, including, if applicablewithout limitation, increasing the size of the Board and appointing such Designated Director to fill the newly-created directorship; (v) any Designated Director may be removed for cause pursuant to and in accordance with Article VI.5. of the McMoRan Charter; (vi) upon written notice from McMoRan to PXP that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, PXP will cause the applicable Designated Director to resign as a member of the Board within two (2) Business Days of such written notice, and any vacancy created by such resignation shall be filled by the Board with an individual designated by PXP whoBoard, subject to such individual meeting the applicable requirements of Section 2(c) 2.2 (including the requirement of this Agreement, shall become a Designated Director; and (viiSection 2.2(a) if a Designated Director ceases to continue in office for any reason, PXP shall designate a replacement director no other Xxxxxx Designee meets such requirement and, subject to Section 2(c)upon the appointment of such individual, the Board shall take such action as is necessary or appropriate to cause such replacement director to be appointed to the vacancy number of Xxxxxx Designees serving on the Board created by would equal no more than the Designated Directors ceasing maximum number the Xxxxxx Stockholder would then be permitted to serve on the Boarddesignate for nomination pursuant to Section 2.1). (g) At least one Designated Director shall be a member of the executive committee of the Board or its equivalent, if any. (h) Prior to making a determination that any Resignation Event has occurred, the Board shall provide such Designated Director with proper notice of a meeting of the Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented by such Designated Director. (i) Prior to designating a Designated Director, PXP shall enter into a written agreement with such Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event or as otherwise provided therein. PXP acknowledges and agrees that such an agreement is in the best interest of McMoRan and PXP, and that McMoRan shall be a third-party beneficiary of the terms and conditions of such an agreement, and McMoRan shall have the right to enforce such an agreement to the same extent as the parties thereto. (j) McMoRan shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of PXP to Board representation (or representation on any committee thereof); provided, however, that McMoRan shall not be prohibited from taking such action that the Board determines may be necessary to (i) comply with any rule or regulation of the SEC or NYSE or (ii) comply with applicable Law.

Director Designation Rights. (ai) On As provided in Section 2.3(a) of, and Schedule 2.3(a) to, the Merger and Contribution Agreement, on the Closing Date and subject to the consummation of the Closing, Parent shall cause the board of directors of the Company (the “Company Board”) to include Axxx X. Xxxxx (a designee of VCOC Shareholder I), who shall be designated as a Class II Director, and an individual designated by VCOC Shareholder II within fourteen (14) days of the date of this Subscription Agreement, who shall be designated as a Class III Director (collectively, the “Initial Crestview Board Designees”); provided, however, that if any individual named as an Initial Crestview Board Designee is unwilling or unable to serve as a member of the Company Board, such individual shall be replaced with another individual designated in writing to the Company by the applicable VCOC Shareholder prior to the date hereofMerger Closing, which individual shall be independent for purposes of NASDAQ rules if the Board has adopted resolutions that (iindividual who is unwilling or unable to serve is listed as an “Independent Director on Schedule 2.3(a) increase to the number of individuals that constitute the whole Board by two persons, Merger and Contribution Agreement. (ii) resolved Following the Closing, and subject to fill the newly-created directorshipsother provisions of this Section 12(a), effective as of the date hereof, with individuals designated by PXP (each, a “Designated Director”). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For so long as PXP and its Affiliates are Crestview is the “beneficial owner” under Rule 13d-3 under the Exchange Act (provided, that for this purpose Crestview shall not be the beneficial owner of the shares of Class A Common Stock issuable upon exercise of the Transferred Warrants or any other warrants to purchase shares of Class A Common Stock owned by Crestview prior to the exercise of such warrants) (“Beneficial Owners Owner”) of a number of shares of Class A Common Stock equal to at least 1014.3% of the issued and outstanding shares of McMoRan Class A Common Stock, then PXP shall have at each annual or special meeting of the right stockholders of the Company at which (A) Class II Directors are to designate two Designated Directorsbe elected to the Company Board, the Company Board or a committee thereof will nominate, and the Company will use its commercially reasonable efforts to cause the stockholders to elect to the Company Board, a slate of directors which includes one individual designated by VCOC Shareholder I and (B) Class III Directors are to be elected to the Company Board, the Company Board or a committee thereof will nominate, and the Company will use its commercially reasonable efforts to cause the stockholders to elect to the Company Board, a slate of directors which includes one individual designated by VCOC Shareholder II; provided, however, that at least one of the designees pursuant to clauses (A) and (B) above must be independent for purposes of NASDAQ rules. In Following the event that PXP Closing, and its Affiliates are subject to the other provisions of this Section 12(a), for so long as Crestview is the Beneficial Owners Owner of less than 10% but a number of shares of Class A Common Stock equal to at least 5% %, but less than 14.3%, of the issued and outstanding shares of McMoRan Class A Common Stock, then PXP shall have at each annual or special meeting of the right stockholders of the Company at which Class II Directors are to designate be elected to the Company Board, the Company Board or a committee thereof will nominate, and the Company will use its commercially reasonable efforts to cause the stockholders to elect to the Company Board, a slate of directors which includes one Designated Director. In individual designated by VCOC Shareholder I. After the event that PXP and its Affiliates are first date on which Crestview is the Beneficial Owners Owner of a number of shares of Class A Common Stock which is less than 5% of the issued and outstanding shares of McMoRan Class A Common Stock, PXP the VCOC Shareholders shall have no right to designate any directors to the Board. (c) Each Designated Director shall, in the reasonable judgment of McMoRan, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be prohibited or disqualified from serving as a director of McMoRan nominees for director. Nominees designated by VCOC Shareholders pursuant to any rule or regulation of the SEC or NYSE or by applicable law, and (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Directors to timely provide, McMoRan with accurate and complete information relating to PXP and the Designated Directors that may be required to be disclosed by McMoRan under the Securities Act or the Exchange Act. In addition, at McMoRan’s request, PXP shall cause the Designated Directors to complete and execute McMoRan’s standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRan. The Parties agree that the initial Designated Directors shall be Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx. (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meetingthis Section 12(a), PXP shall provide McMoRan with written notice of including the names of the Designated Directors Initial Crestview Board Designees, are referred to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice herein as to whether the Designated Directors satisfy the requirements of Section 2(c). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees in a like manner until Section 2(c) has been satisfied“Crestview Board Designees. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election to the Board at each annual meeting of stockholders. If elected, each Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (f) Prior to the termination of rights to designate directors as provided herein: (i) in connection with each annual meeting of stockholders, and subject to Section 2(c), the Board shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to McMoRan’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting; (ii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, McMoRan will take all actions necessary or advisable to cause the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting;” (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating If a quorum; (iv) if a Designated Director Crestview Board Designee is nominated and not elected at the annual meeting of stockholders, then PXP the applicable VCOC Shareholders shall provide McMoRan the Company the name of a different replacement director and, provided that such person satisfies and the requirements of Section 2(c), the Company Board and McMoRan the Company shall take such action as may be necessary use commercially reasonable efforts to appoint such person to serve as a Designated Director Crestview Board Designee to the Company Board, including, if applicable, increasing the size of the Company Board and appointing such Designated Director Crestview Board Designee to fill the newly-created directorship; (v) any Designated Director may be removed for cause pursuant vacancy, subject to and in accordance with Article VI.5. of the McMoRan Charter; (vi) upon written notice from McMoRan to PXP that a Resignation Event has occurred, which notice shall independence requirement set forth in reasonable detail the facts and circumstances constituting the Resignation EventSection 12(a)(ii), PXP will cause the applicable Designated Director to resign as a member of the Board within two (2) Business Days of such written notice, and any vacancy created by such resignation shall be filled by the Board with an individual designated by PXP who, subject to Section 2(c) of this Agreement, shall become a Designated Director; andif applicable. (viiiv) if If a Designated Director Crestview Board Designee ceases to continue in office for any reasonreason prior to the termination of the VCOC Shareholders’ rights to designate directors in this Section 12(a), PXP the applicable VCOC Shareholder shall designate a replacement director and, subject to Section 2(c), and the Company Board shall take such action as is necessary or appropriate use commercially reasonable efforts to cause such replacement director to be appointed to the vacancy on the Company Board created by the Designated Directors such Crestview Board Designee ceasing to serve on the Company Board, subject to the independence requirement set forth in Section 12(a)(ii), if applicable. (gv) For so long as both VCOC Shareholders are entitled to designate a Crestview Board Designee pursuant to Section 12(a)(ii) and subject to Section 12(a)(iii) and Section 12(a)(viii), the Company Board shall not consist of more than seven total members without the prior written consent of the VCOC Shareholders. (vi) At least one Designated Director Crestview Board Designee shall be a member of the executive offered representation or observer rights on each committee of the Board or its equivalentCompany Board, if any, as and to the extent permitted by applicable law and NASDAQ rules. (hvii) Prior The VCOC Shareholders will provide the Company all information with respect to making a determination that any Resignation Event has occurred, the Crestview Board shall provide such Designated Director with proper notice of a meeting Designees requested by the Company and required to be included in the Proxy Statement or other SEC filings of the Company. (viii) Nothing in this Section 12(a) shall be deemed to prohibit the Company from taking any action that at least a majority of the members of the Company Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration determines in good faith of such information presented by such Designated Director. (i) Prior to designating a Designated Director, PXP shall enter into a written agreement with such Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event or as otherwise provided therein. PXP acknowledges and agrees that such an agreement is in the best interest of McMoRan and PXP, and that McMoRan shall be a third-party beneficiary of the terms and conditions of such an agreement, and McMoRan shall have the right to enforce such an agreement to the same extent as the parties thereto. (j) McMoRan shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of PXP to Board representation (or representation on any committee thereof); provided, however, that McMoRan shall not be prohibited from taking such action that the Board determines may be necessary to (iA) comply with any rule or regulation of the SEC or NYSE NASDAQ or (iiB) comply with applicable Lawlaw.

Director Designation Rights. (a) On or prior to the date hereof, the Board has adopted resolutions that resolutions, effective immediately following the Distribution and immediately prior to the Merger, that, among other things, (i) increase the number size of the Board to eight individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-three newly created directorships, effective as of vacancies on the date hereof, Board with three individuals designated by PXP (eachRJS, a “Designated Director”one of whom shall be independent in accordance with Section 2(c). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For Following the Closing, and subject to the other provisions of this Section 2, for so long as PXP and its Affiliates are RJS is the Beneficial Owners Owner of a number of shares of Talen Common Stock equal to at least 25% of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, then at each annual or special meeting of the stockholders of Talen at which directors are to be elected to the Board, the Board or a committee thereof will nominate, and Talen will use its commercially reasonable efforts to cause the stockholders to elect to the Board, a slate of directors which includes two individuals designated by RJS. Following the Closing, and subject to the other provisions of this Section 2, for so long as RJS is the Beneficial Owner of a number of shares of Talen Common Stock equal to at least 10%, but less than 25%, of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, then at each annual or special meeting of the stockholders of Talen at which directors are to be elected to the Board, the Board or a committee thereof will nominate, and Talen will use its commercially reasonable efforts to cause the stockholders to elect to the Board, a slate of directors which includes one individual designated by RJS. After the first date on which RJS is the Beneficial Owner of a number of shares of Talen Common Stock which is less than 10% of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, RJS shall have no right to designate nominees for director. Nominees designated by RJS pursuant to this Section 2(b) are referred to herein as “RJS Designated Directors.” (c) In addition to the right to designate RJS Designated Directors pursuant to Section 2(b), for so long as RJS is the Beneficial Owner of a number of shares of Talen Common stock equal to at least 10% of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, then at each annual or special meeting of the stockholders of Talen at which directors are to be elected to the Board, the Board or a committee thereof will nominate, and Talen will use its commercially reasonable efforts to cause the stockholders to elect to the Board, a slate of directors which includes, in addition to any RJS Designated Director, one additional nominee for director, who shall be an individual, designated by RJS, who is not an officer, director or employee of RJS and is “independent” (as defined in the rules and regulations governing the requirements of companies listed on the NYSE) with respect to Talen (the “Independent Designated Director,” and together with the RJS Designated Directors, the “Designated Directors”). After the first date on which RJS is the Beneficial Owner of a number of shares of McMoRan Talen Common Stock, then PXP shall have the right to designate two Designated Directors. In the event that PXP and its Affiliates are the Beneficial Owners of Stock which is less than 10% but at least 5% of the Talen Common Stock issued and outstanding shares of McMoRan Common Stock, then PXP shall have immediately following the right to designate one Designated Director. In the event that PXP and its Affiliates are the Beneficial Owners of less than 5% consummation of the issued and outstanding shares of McMoRan Common StockClosing, PXP RJS shall have no right to designate any directors to the Boardan Independent Designated Director. (cd) Each Designated Director shallshall be, in the reasonable judgment of McMoRanthe Board or the appropriate committee thereof, (i) have subject to the requisite skill satisfaction of all legal and experience to serve governance requirements regarding service as a director of a publicly traded company, (ii) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of the SEC or NYSE or by applicable law, and (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP RJS shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Directors to timely provide, McMoRan Talen with accurate and complete information relating to PXP RJS and the Designated Directors that may be required to be disclosed by McMoRan Talen under the Securities Act or Act, the Exchange Act, the rules and regulations of the NYSE or by applicable Law. In addition, at McMoRanTalen’s request, PXP RJS shall cause the Designated Directors to complete and execute McMoRanTalen’s standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRanTalen. The Parties agree that the initial Designated Directors shall be Xxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx and Xxxx X. Xxxxxxxx. Xxxxx, Xx. (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting)Xxxxxx X. Xxxxx, PXP shall provide McMoRan with written notice of the names of the Designated Directors Xx. to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice designated as to whether the initial Independent Designated Directors satisfy the requirements of Section 2(cDirector). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees in a like manner until Section 2(c) has been satisfied. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election to the Board at each annual meeting of stockholders. If elected, each Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (f) Prior to the termination of rights to designate directors as provided herein: (i) in connection with each annual meeting of stockholders, and subject to Section 2(c), the Board shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to McMoRan’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting; (ii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, McMoRan will take all actions necessary or advisable to cause the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting; (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) if a Designated Director is nominated and not elected at the annual meeting of stockholders, then PXP RJS shall provide McMoRan Talen the name of a different replacement director (which replacement director shall, in the event that the Designated Director not so elected was the Independent Designated Director, meet the requirements set forth in the definition of Independent Designated Director) and, provided that such person satisfies the requirements of Section 2(c) and/or Section 2(d), as applicable, the Board and McMoRan Talen shall take such action as may be necessary use commercially reasonable efforts to appoint such person to serve as a Designated Director to the Board, including, if applicable, increasing the size of the Board and appointing such Designated Director to fill the newly-created directorshipvacancy. (f) Not less than 120 days prior to each annual meeting of stockholders of Talen (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting), RJS shall provide Talen with written notice of the names of the Designated Directors to be nominated for election at such meeting. Within 45 days after receipt of such notice, Talen shall provide RJS with written notice as to whether the Board or the appropriate committee thereof has determined that the Designated Directors satisfy the requirements of Section 2(c) and Section 2(d), as applicable. If the Board or the appropriate committee thereof determines that a Designated Director does not satisfy such requirements, then RJS shall continue to appoint replacement designees in a like manner until Section 2(c) and Section 2(d), as applicable, have been satisfied. (g) Prior to the termination of rights to designate director nominees as provided herein: (i) in connection with each annual meeting of stockholders, and subject to the other provisions of this Section 2, the Board or a committee thereof shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to Talen’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting unless required to do so pursuant to any “proxy access” rules or provisions imposed by applicable law or in the Talen Charter or Talen Bylaws; (vii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, Talen will take all actions necessary or advisable to cause the Board, subject to its fiduciary duties, to recommend that stockholders vote “FOR” the election of each Designated Director, and use its commercially reasonable efforts to solicit proxies in favor of each Designated Director at any such meeting; (iii) RJS shall at any annual or special meeting of stockholders of Talen, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of Talen Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) any Designated Director may be removed for cause pursuant to and in accordance with Article VI.5. Section 5.1(b) of the McMoRan Talen Charter; (vi) upon written notice from McMoRan to PXP that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, PXP will cause the applicable Designated Director to resign as a member of the Board within two (2) Business Days of such written notice, and any vacancy created by such resignation shall be filled by the Board with an individual designated by PXP who, subject to Section 2(c) of this Agreement, shall become a Designated Director; and (viiv) if a Designated Director ceases to continue in office for any reason, PXP RJS shall designate a replacement director (which replacement director shall, in the event that the Designated Director ceasing to continue in office was the Independent Designated Director, meet the requirements set forth in the definition of Independent Designated Director) and, subject to Section 2(c) and Section 2(d), as applicable, the Board shall take such action as is necessary or appropriate use commercially reasonable efforts to cause such replacement director to be appointed to the vacancy on the Board created by the such Designated Directors Director ceasing to serve on the Board. (gh) At least one Designated Director shall be a member of the executive offered representation or observer rights on each committee of the Board or its equivalentBoard, if any. (h) Prior to making a determination that any Resignation Event has occurred, the Board shall provide such Designated Director with proper notice of a meeting of the Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented as permitted by such Designated Directorapplicable Law. (i) Prior Nothing in this Section 2 shall be deemed to designating prohibit Talen from taking any action that at least a Designated Director, PXP shall enter into a written agreement with such Designated Director whereby such Designated Director agrees to resign as a member majority of the members of the Board upon a Resignation Event or as otherwise provided therein. PXP acknowledges and agrees that such an agreement is determines in the best interest of McMoRan and PXP, and that McMoRan shall be a third-party beneficiary of the terms and conditions of such an agreement, and McMoRan shall have the right to enforce such an agreement to the same extent as the parties thereto. (j) McMoRan shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of PXP to Board representation (or representation on any committee thereof); provided, however, that McMoRan shall not be prohibited from taking such action that the Board determines good faith may be necessary to (i) comply with any rule or regulation of the SEC or NYSE or (ii) comply with applicable Law.

Director Designation Rights. (a) On or prior to the date hereof, the Board has adopted resolutions that (i) increase the number of individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-created directorships, effective as of the date hereof, with individuals designated by PXP (each, a “Designated Director”). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For so long as PXP and its Affiliates are the Beneficial Owners of at least 10% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate two Designated Directors. In the event that PXP and its Affiliates are the Beneficial Owners of less than 10% but at least 5% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate one Designated Director. In the event that PXP and its Affiliates are the Beneficial Owners of less than 5% of the issued and outstanding shares of McMoRan Common Stock, PXP shall have no right to designate any directors to the Board. (c) Each Designated Director shall, in the reasonable judgment of McMoRan, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of the SEC or NYSE or by applicable law, and (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Directors to timely provide, McMoRan with accurate and complete information relating to PXP and the Designated Directors that may be required to be disclosed by McMoRan under the Securities Act or the Exchange Act. In addition, at McMoRan’s request, PXP shall cause the Designated Directors to complete and execute McMoRan’s standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRan. The Parties agree that the initial Designated Directors shall be Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx[ ]. (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting), PXP shall provide McMoRan with written notice of the names of the Designated Directors to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice as to whether the Designated Directors satisfy the requirements of Section 2(c). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees in a like manner until Section 2(c) has been satisfied. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election to the Board at each annual meeting of stockholders. If elected, each Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (f) Prior to the termination of rights to designate directors as provided herein: (i) in connection with each annual meeting of stockholders, and subject to Section 2(c), the Board shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to McMoRan’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting; (ii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, McMoRan will take all actions necessary or advisable to cause the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting; (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) if a Designated Director is nominated and not elected at the annual meeting of stockholders, then PXP shall provide McMoRan the name of a replacement director and, provided that such person satisfies the requirements of Section 2(c), the Board and McMoRan shall take such action as may be necessary to appoint such person to serve as a Designated Director to the Board, including, if applicable, increasing the size of the Board and appointing such Designated Director to fill the newly-created directorship; (v) any Designated Director may be removed for cause pursuant to and in accordance with Article VI.5. of the McMoRan Charter; (vi) upon written notice from McMoRan to PXP that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, PXP will cause the applicable Designated Director to resign as a member of the Board within two (2) Business Days of such written notice, and any vacancy created by such resignation shall be filled by the Board with an individual designated by PXP who, subject to Section 2(c) of this Agreement, shall become a Designated Director; and (vii) if a Designated Director ceases to continue in office for any reason, PXP shall designate a replacement director and, subject to Section 2(c), the Board shall take such action as is necessary or appropriate to cause such replacement director to be appointed to the vacancy on the Board created by the Designated Directors ceasing to serve on the Board. (g) At least one Designated Director shall be a member of the executive committee of the Board or its equivalent, if any. (h) Prior to making a determination that any Resignation Event has occurred, the Board shall provide such Designated Director with proper notice of a meeting of the Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented by such Designated Director. (i) Prior to designating a Designated Director, PXP shall enter into a written agreement with such Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event or as otherwise provided therein. PXP acknowledges and agrees that such an agreement is in the best interest of McMoRan and PXP, and that McMoRan shall be a third-party beneficiary of the terms and conditions of such an agreement, and McMoRan shall have the right to enforce such an agreement to the same extent as the parties thereto. (j) McMoRan shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of PXP to Board representation (or representation on any committee thereof); provided, however, that McMoRan shall not be prohibited from taking such action that the Board determines may be necessary to (i) comply with any rule or regulation of the SEC or NYSE or (ii) comply with applicable Law.

Director Designation Rights. (a) On or prior to the date hereof, the Board has adopted resolutions that resolutions, effective immediately following the Distribution and immediately prior to the Merger, that, among other things, (i) increase the number size of the Board to eight individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-three newly created directorships, effective as of vacancies on the date hereof, Board with three individuals designated by PXP (eachRJS, a “Designated Director”one of whom shall be independent in accordance with Section 2(c). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For Following the Closing, and subject to the other provisions of this Section 2, for so long as PXP and its Affiliates are RJS is the Beneficial Owners Owner of a number of shares of Talen Common Stock equal to at least 25% of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, then at each annual or special meeting of the stockholders of Talen at which directors are to be elected to the Board, the Board or a committee thereof will nominate, and Talen will use its commercially reasonable efforts to cause the stockholders to elect to the Board, a slate of directors which includes two individuals designated by RJS. Following the Closing, and subject to the other provisions of this Section 2, for so long as RJS is the Beneficial Owner of a number of shares of Talen Common Stock equal to at least 10%, but less than 25%, of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, then at each annual or special meeting of the stockholders of Talen at which directors are to be elected to the Board, the Board or a committee thereof will nominate, and Talen will use its commercially reasonable efforts to cause the stockholders to elect to the Board, a slate of directors which includes one individual designated by RJS. After the first date on which RJS is the Beneficial Owner of a number of shares of Talen Common Stock which is less than 10% of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, RJS shall have no right to designate nominees for director. Nominees designated by RJS pursuant to this Section 2(b) are referred to herein as “RJS Designated Directors.” (c) In addition to the right to designate RJS Designated Directors pursuant to Section 2(b), for so long as RJS is the Beneficial Owner of a number of shares of Talen Common stock equal to at least 10% of the Talen Common Stock issued and outstanding immediately following the consummation of the Closing, then at each annual or special meeting of the stockholders of Talen at which directors are to be elected to the Board, the Board or a committee thereof will nominate, and Talen will use its commercially reasonable efforts to cause the stockholders to elect to the Board, a slate of directors which includes, in addition to any RJS Designated Director, one additional nominee for director, who shall be an individual, designated by RJS, who is not an officer, director or employee of RJS and is “independent” (as defined in the rules and regulations governing the requirements of companies listed on the NYSE) with respect to Talen (the “Independent Designated Director,” and together with the RJS Designated Directors, the “Designated Directors”). After the first date on which RJS is the Beneficial Owner of a number of shares of McMoRan Talen Common Stock, then PXP shall have the right to designate two Designated Directors. In the event that PXP and its Affiliates are the Beneficial Owners of Stock which is less than 10% but at least 5% of the Talen Common Stock issued and outstanding shares of McMoRan Common Stock, then PXP shall have immediately following the right to designate one Designated Director. In the event that PXP and its Affiliates are the Beneficial Owners of less than 5% consummation of the issued and outstanding shares of McMoRan Common StockClosing, PXP RJS shall have no right to designate any directors to the Boardan Independent Designated Director. (cd) Each Designated Director shallshall be, in the reasonable judgment of McMoRanthe Board or the appropriate committee thereof, (i) have subject to the requisite skill satisfaction of all legal and experience to serve governance requirements regarding service as a director of a publicly traded company, (ii) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of the SEC or NYSE or by applicable law, and (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP RJS shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Directors to timely provide, McMoRan Talen with accurate and complete information relating to PXP RJS and the Designated Directors that may be required to be disclosed by McMoRan Talen under the Securities Act or Act, the Exchange Act, the rules and regulations of the NYSE or by applicable Law. In addition, at McMoRanTalen’s request, PXP RJS shall cause the Designated Directors to complete and execute McMoRanTalen’s standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by McMoRanTalen. The Parties agree that the initial Designated Directors shall be Xxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx and Xxxx X. Xxxxxxxx. Xxxxx, Xx. (d) Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of McMoRan (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting)Xxxxxx X. Xxxxx, PXP shall provide McMoRan with written notice of the names of the Designated Directors Xx. to be nominated for election at such meeting. Within ten (10) days after receipt of such notice, McMoRan shall provide PXP with written notice designated as to whether the initial Independent Designated Directors satisfy the requirements of Section 2(cDirector). If it is determined that a Designated Director does not satisfy the requirements of Section 2(c), then PXP shall continue to appoint replacement designees in a like manner until Section 2(c) has been satisfied. (e) In accordance with the terms herein, McMoRan shall nominate each Designated Director for election to the Board at each annual meeting of stockholders. If elected, each Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (f) Prior to the termination of rights to designate directors as provided herein: (i) in connection with each annual meeting of stockholders, and subject to Section 2(c), the Board shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to McMoRan’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting; (ii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, McMoRan will take all actions necessary or advisable to cause the Board to recommend that stockholders vote “FOR” the election of each Designated Director and to solicit proxies in favor of each Designated Director at any such meeting; (iii) PXP shall, and shall cause each Affiliate of PXP holding shares of McMoRan Common Stock to, at any annual or special meeting of stockholders of McMoRan, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of McMoRan Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) if a Designated Director is nominated and not elected at the annual meeting of stockholders, then PXP RJS shall provide McMoRan Talen the name of a different replacement director (which replacement director shall, in the event that the Designated Director not so elected was the Independent Designated Director, meet the requirements set forth in the definition of Independent Designated Director) and, provided that such person satisfies the requirements of Section 2(c) and/or Section 2(d), as applicable, the Board and McMoRan Talen shall take such action as may be necessary use commercially reasonable efforts to appoint such person to serve as a Designated Director to the Board, including, if applicable, increasing the size of the Board and appointing such Designated Director to fill the newly-created directorshipvacancy. (f) Not less than [ ] days prior to each annual meeting of stockholders of Talen (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year’s annual meeting), RJS shall provide Talen with written notice of the names of the Designated Directors to be nominated for election at such meeting. Within [ ] days after receipt of such notice, Talen shall provide RJS with written notice as to whether the Board or the appropriate committee thereof has determined that the Designated Directors satisfy the requirements of Section 2(c) and Section 2(d), as applicable. If the Board or the appropriate committee thereof determines that a Designated Director does not satisfy such requirements, then RJS shall continue to appoint replacement designees in a like manner until Section 2(c) and Section 2(d), as applicable, have been satisfied. (g) Prior to the termination of rights to designate director nominees as provided herein: (i) in connection with each annual meeting of stockholders, and subject to the other provisions of this Section 2, the Board or a committee thereof shall (A) nominate the Designated Directors for election at such meeting and (B) shall not submit to Talen’s stockholders a greater number of Board nominees for election at such meeting than positions to be filled by election at such meeting unless required to do so pursuant to any “proxy access” rules or provisions imposed by applicable law or in the Talen Charter or Talen Bylaws; (vii) in connection with each annual meeting of stockholders, and subject to the provisions of this Section 2, Talen will take all actions necessary or advisable to cause the Board, subject to its fiduciary duties, to recommend that stockholders vote “FOR” the election of each Designated Director, and use its commercially reasonable efforts to solicit proxies in favor of each Designated Director at any such meeting; (iii) RJS shall at any annual or special meeting of stockholders of Talen, however called, including any adjournment or postponement thereof, appear at each such meeting or otherwise cause its shares of Talen Common Stock to be counted as present thereat for purposes of calculating a quorum; (iv) any Designated Director may be removed for cause pursuant to and in accordance with Article VI.5. Section 5.1(b) of the McMoRan Talen Charter; (vi) upon written notice from McMoRan to PXP that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, PXP will cause the applicable Designated Director to resign as a member of the Board within two (2) Business Days of such written notice, and any vacancy created by such resignation shall be filled by the Board with an individual designated by PXP who, subject to Section 2(c) of this Agreement, shall become a Designated Director; and (viiv) if a Designated Director ceases to continue in office for any reason, PXP RJS shall designate a replacement director (which replacement director shall, in the event that the Designated Director ceasing to continue in office was the Independent Designated Director, meet the requirements set forth in the definition of Independent Designated Director) and, subject to Section 2(c) and Section 2(d), as applicable, the Board shall take such action as is necessary or appropriate use commercially reasonable efforts to cause such replacement director to be appointed to the vacancy on the Board created by the such Designated Directors Director ceasing to serve on the Board. (gh) At least one Designated Director shall be a member of the executive offered representation or observer rights on each committee of the Board or its equivalentBoard, if any. (h) Prior to making a determination that any Resignation Event has occurred, the Board shall provide such Designated Director with proper notice of a meeting of the Board to discuss and, if applicable, to dispute the proposed determination. At such duly called and held Board meeting, the Board shall provide such Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented as permitted by such Designated Directorapplicable Law. (i) Prior Nothing in this Section 2 shall be deemed to designating prohibit Talen from taking any action that at least a Designated Director, PXP shall enter into a written agreement with such Designated Director whereby such Designated Director agrees to resign as a member majority of the members of the Board upon a Resignation Event or as otherwise provided therein. PXP acknowledges and agrees that such an agreement is determines in the best interest of McMoRan and PXP, and that McMoRan shall be a third-party beneficiary of the terms and conditions of such an agreement, and McMoRan shall have the right to enforce such an agreement to the same extent as the parties thereto. (j) McMoRan shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of PXP to Board representation (or representation on any committee thereof); provided, however, that McMoRan shall not be prohibited from taking such action that the Board determines good faith may be necessary to (i) comply with any rule or regulation of the SEC or NYSE or (ii) comply with applicable Law.