EXHIBIT 8
TERMINATION AGREEMENT
This Termination Agreement (this "Agreement"), dated as of March 30,
2004, is by and among Freeport-McMoRan Copper & Gold Inc. ("FCX"), Rio
Tinto plc (formerly The RTZ Corporation PLC), Rio Tinto America Holdings
Inc. (formerly RTZ America, Inc.), and Rio Tinto Indonesia Limited
(formerly RTZ Indonesia Limited).
WHEREAS, the parties hereto are the parties to that certain
Registration Rights Agreement, dated May 12, 1995 (the "Registration Rights
Agreement);
WHEREAS, the parties hereto are also the parties to that certain
agreement, dated as of May 2, 1995, pursuant to which 23,931,100 shares of
the Class B Common Stock of FCX was issued to an affiliate of Rio Tinto plc
(the "1995 Share Acquisition Agreement"); and
WHEREAS, the parties thereto desire to terminate the Registration
Rights Agreement and the 1995 Share Acquisition Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties hereto agree as
follows:
1. Termination. The Registration Rights Agreement and the 1995 Share
Acquisition Agreement are each hereby terminated in their entirety, and
each shall be of no further force or effect, effective as of the date of
the consummation of that certain Stock Purchase Agreement, dated as of
March 22, 2004, by and among FCX, Rio Tinto plc and Rio Tinto International
Holdings Limited. Upon the termination of each of the Registration Rights
Agreement and the 1995 Share Acquisition Agreement, (i) no party thereto
shall have any obligation to any other party with respect thereto, and (ii)
each party thereto will be deemed to have relinquished and waived any and
all rights that may have accrued thereunder.
2. Further Assurances. Each party hereto agrees to execute and deliver
such other documents, and to perform such other acts, as any other party
hereto may reasonably request for the purpose of carrying out the intent of
this Agreement.
3. Entire Agreement; Amendment. This Agreement sets forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby. Any and all previous agreements and understandings
between or among the parties regarding the subject matter hereof, whether
written or oral, are superseded by this Agreement. This Agreement shall not
be amended or modified except by written instrument duly executed by each
of the parties hereto.
4. Assignment and Binding Effect. This Agreement is personal to the
parties hereto.
5. Governing Law. This Agreement shall be governed by and interpreted
and enforced in accordance with the internal laws, and not the choice of
law rules, of the State of New York.
6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when executed and delivered shall be deemed to
be an original and all of which counterparts taken together shall
constitute but one and the same instrument.
[Signatures are on following page.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
FREEPORT-MCMORAN COPPER & GOLD INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
RIO TINTO PLC
By: /s/ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇. ▇▇▇▇▇
Title: Director
RIO TINTO AMERICA HOLDINGS INC.
By: /s/ ▇▇▇ ▇. Ratnage
-------------------------------
Name: ▇▇▇ ▇. Ratnage
Title: Director
RIO TINTO INDONESIA LIMITED
By: /s/ ▇▇▇ ▇. Ratnage
-------------------------------
Name: ▇▇▇ ▇. Ratnage
Title: Director
