0001047469-05-023304 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of September 22, 2005 BETWEEN FALCONBRIDGE LIMITED — and — CIBC MELLON TRUST COMPANY as Rights Agent McCarthy Tétrault LLP Suite 4700 Toronto Dominion Bank Tower Toronto, Ontario M5K 1E6
Shareholder Rights Plan Agreement • September 23rd, 2005 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • Ontario

SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of September 22, 2005 between FALCONBRIDGE LIMITED, a corporation existing under laws of the Province of Ontario (the "Corporation"), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent hereunder).

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Shareholder Rights Plan Agreement • September 23rd, 2005 • Falconbridge LTD • Primary smelting & refining of nonferrous metals

Summary of Shareholder Rights Plan Agreement, dated as of September 22, 2005 between Falconbridge Limited (the "Corporation") and CIBC Mellon Trust Corporation (the "Rights Plan")

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