0001047469-06-008632 Sample Contracts

SOUTHERN COPPER CORPORATION $400,000,000 7.500% Notes Due 2035 Registration Rights Agreement
Registration Rights Agreement • June 20th, 2006 • Southern Copper Corp/ • Metal mining • New York

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

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FORM OF EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • June 20th, 2006 • Southern Copper Corp/ • Metal mining • New York

Southern Copper Corporation, a Delaware corporation (the "Company") proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding 7.500% Notes due 2035 (the "Old Securities") for its 7.500% Notes due 2035 which have been registered under the U.S. Securities Act of 1933 (the "New Securities"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2006 (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities".

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