Performance Incentive Plan  
 
                    ANNUAL INCENTIVE PLAN
              OF FREEPORT-McMoRan COPPER & GOLD INC.
 
 
 
                            ARTICLE I
 
                         PURPOSE OF PLAN
 
          SECTION 1.1.  The purpose of the Annual Incentive Plan of 
Freeport-McMoRan Copper & Gold Inc. (the "Plan") is to provide incentives
for senior executives whose performance in fulfilling the responsibilities
of their positions can have a major impact on the profitability and
future growth of Freeport-McMoRan Copper & Gold Inc. (the "Company") and 
its subsidiaries.
 
 
                            ARTICLE II
 
                    ADMINISTRATION OF THE PLAN
 
          SECTION 2.1.  Subject to the authority and powers of the Board 
of Directors in relation to the Plan as hereinafter provided, the Plan 
shall be administered by a Committee designated by the Board of Directors 
consisting of two or more members of the Board each of whom is a "non-
employee director" within the meaning of Rule 16b-3 promulgated by the 
Securities and Exchange Commission under the Securities Exchange Act of 
1934.  The Committee shall have full authority to interpret the Plan and
from time to time to adopt such rules and regulations for carrying out the
Plan as it may deem best; provided, however, that the Committee may not 
exercise any authority otherwise granted to it hereunder if such action 
would have the effect of increasing the amount of an Award to any Covered
Officer.  All determinations by the Committee shall be made by the 
affirmative vote of a majority of its members, but any determination 
reduced to writing and signed by a majority of the members shall be fully
as effective as if it had been made by a majority vote at a meeting duly 
called and held.  All decisions by the Committee pursuant to the provisions
of the Plan and all orders or resolutions of the Board of Directors pursuant
thereto shall be final, conclusive and binding on all persons, including 
the Participants, the Company and its subsidiaries and their respective 
equity holders.
 
 
                           ARTICLE III
 
              ELIGIBILITY FOR AND PAYMENT OF AWARDS
 
          SECTION 3.1.  Subject to the provisions of the Plan, in each 
calendar year the Committee may select any of the following to receive 
Awards under the Plan with respect to such year and determine the amounts
of such Awards: (a) any person providing services as an officer of the 
Company or a Subsidiary, whether or not employed by such entity, including
any person who is also a director of the Company, (b) any salaried employee
of the Company or a Subsidiary, including any director who is also an 
employee of the Company or a Subsidiary, (c) any officer or salaried
employee of an entity with which the Company has contracted to receive 
executive, management or legal services who provides services to the 
Company or a Subsidiary through such arrangement and (d) any person who 
has agreed in writing to become a person described in clauses (a), (b) or (c)
within not more than 30 days following the date of grant of such person's
first Award under the Plan.
 
          SECTION 3.2.  Subject to the provisions of the Plan, Awards with 
respect to any year shall be paid to each Participant at such time 
established by the Committee following the determination of the amounts of 
such Awards, which payment shall in no event be later than February 28 of 
the year following such Award Year.
 
          SECTION 3.3.  Notwithstanding the provisions of Section 3.2, if, 
prior to the date established by the Committee for any Award Year, a 
Participant shall so elect, in accordance with procedures established by 
the Committee, all or any part of an Award to such Participant with respect
to such Award Year shall be deferred and paid in one or more periodic 
installments, not in excess of ten, at such time or times before or after 
the date of such Participant's Termination of Employment, but not later 
than ten years after such date of Termination of Employment, as shall be
specified in such election.  If and only if any Award or portion thereof 
is so deferred for payment after December 31 of the year following such 
Award Year, such Award or portion thereof, as the case may be, shall, 
commencing with January 1 of the year following such Award Year, accrue
interest at a rate equal to the prime commercial lending rate announced 
from time to time by The Chase Manhattan Bank, N.A. (compounded quarterly) 
or by another major national bank headquartered in New York, New York and 
designated by the Committee.  If such Participant's Termination of 
Employment occurs for any reason other than death, retirement under the 
Company's retirement plan, or retirement with the consent of the Company 
outside the Company's retirement plan and if, on the date of such 
Termination of Employment, there remain unpaid any installments of Awards
which have been deferred as provided in this Section 3.3, the Committee 
may, in its sole discretion, authorize payment to the Participant of the 
aggregate amount of such unpaid installments in a lump sum, notwithstanding
such election.  Subject to the terms of the Plan and applicable law, the 
Committee may delegate to one or more officers or assistant officers of 
the Company its authority set forth in the immediately preceding sentence,
subject to such terms and limitations as the Committee shall determine.
 
          SECTION 3.4.  (a)  Notwithstanding the provisions of Sections 3.1,
3.2, 3.3, 4.2(a), and 4.2(b) hereof, any Award to any Covered Officer shall
be granted in accordance with the provisions of this Section 3.4.
 
          (b)  All Awards to Covered Officers under the Plan will be made 
and administered by two or more members of the Committee who are also 
"outside directors" within the meaning of Section 162(m).
 
          (c)  The Committee shall assign Participant Shares of the Plan 
Funding Amount to those Covered Officers whom the Committee designates as 
Participants for that Award Year (which Participant Shares in the aggregate
may not exceed 100% of the Plan Funding Amount).  The maximum annual Award 
that may be made to any Covered Officer for an Award Year is 60% of the 
Plan Funding Amount.
 
          (d)  If the Plan Funding Amount with respect to an Award Year is 
to be adjusted to exclude the effect of material changes in accounting 
policies or practices, material acquisitions or dispositions of property 
or other unusual items on the Plan Funding Amount, the Committee must
so provide at the time that the Participant Shares of the Plan Funding 
Amount for that Award Year are assigned or within the first 90 days of 
the Award Year, if permitted under Section 162(m).
 
          (e)  Any provision of the Plan to the contrary notwithstanding, 
no Covered Officer shall be entitled to any payment of an Award with respect
to a calendar year unless the members of the Committee referred to in 
Section 3.4(b) hereof shall have certified the Participant Share for each
Covered Officer, the Plan Funding Amount for such year and that the 
condition of Section 4.1 hereof has been met for such year.
 
 
                            ARTICLE IV
 
                        GENERAL PROVISIONS
 
          SECTION 4.1.  Any provision of the Plan to the contrary 
notwithstanding, no Award shall be made pursuant to Section 3.1 or 3.4 
with respect to any calendar year if the average of the Return on Investment
for such calendar year and each of the four preceding calendar years, after
giving effect to the aggregate amount (if any) that was awarded or credited
with respect to such prior years and the aggregate amount that would 
otherwise have been so awarded or credited with respect to such calendar 
year, would be less than 6%.
 
          SECTION 4.2.  (a)  In determining the aggregate amount awarded 
to Participants under the Plan for any calendar year, the Committee shall
consider as a guideline that the aggregate amount of all Awards granted 
with respect to any calendar year should not exceed two and one-half
percent of Net Cash Provided by Operating Activities for such year.
 
          (b)  If Managed Net Income or Total Investment of Capital for any
year shall have been affected by special factors (including material changes
in accounting policies or practices, material acquisitions or dispositions 
of property, or other unusual items) which in the Committee's judgment 
should or should not be taken into account, in whole or in part, in the 
equitable administration of the Plan, the Committee may, for any purpose 
of the Plan, adjust Managed Net Income or Total Investment of Capital and 
make payments and reductions accordingly under the Plan; provided that, 
except as provided in Section 3.4(d) hereof, the Committee shall not take 
any such adjustment into account in calculating Awards to Covered Officers 
if the effect of such adjustment would be to increase the Plan Funding 
Amount.
 
          (c)  Notwithstanding the provisions of subparagraphs (a) and 
(b) above, the amount available for the grant of Awards under the Plan to 
Covered Officers with respect to a calendar year shall be equal to the 
Plan Funding Amount for such year and, except as specified under Section
3.4(c), any adjustments made in accordance with or for the purposes of 
subparagraphs (a) or (b) that would have the effect of increasing the Plan
Funding Amount shall be disregarded for purposes of calculating Awards to 
Covered Officers.  The Committee may, in the exercise of its discretion,
determine that the aggregate amount of all Awards granted to Covered 
Officers with respect to a calendar year shall be less than the Plan 
Funding Amount for such year, but the excess of such Plan Funding Amount 
over such aggregate amount of Awards granted to Covered Officers shall not 
be available for any Awards to Covered Officers with respect to future 
years.  In addition, the Committee may, in the exercise of its discretion,
reduce or eliminate the amount of an Award to a Covered Officer otherwise 
calculated in accordance with the provisions of Section 3.4 prior to
payment thereof.  Any reduction of an Award shall not accrue to the benefit
of any other Covered Officer.
 
          SECTION 4.3.  A Participant may designate in writing a beneficiary
(including the trustee or trustees of a trust) who shall upon the death of 
such Participant be entitled to receive all amounts which would have been 
payable hereunder to such Participant.  A Participant may rescind or change
any such designation at any time.  Except as provided in this Section 4.3, 
none of the amounts which may be payable under the Plan may be assigned or 
transferred otherwise than by will or by the laws of descent and 
distribution.
 
          SECTION 4.4.  All payments made pursuant to the Plan shall be 
subject to withholding in respect of income and other taxes required by 
law to be withheld, in accordance with procedures to be established by the 
Committee.
 
          SECTION 4.5.  The selection of an individual for participation in
the Plan shall not give such Participant any right to be retained in the 
employ of the Company or any of its subsidiaries, and the right of the 
Company or any such subsidiary to dismiss or discharge any such Participant,
or to terminate any arrangement pursuant to which any such Participant 
provides services to the Company, is specifically reserved.  The benefits 
provided for Participants under the Plan shall be in addition to, and shall
in no way preclude, other forms of compensation to or in respect of such
Participants.
 
          SECTION 4.6.  The Board of Directors and the Committee shall be 
entitled to rely on the advice of counsel and other experts, including the
independent public accountants for the Company.  No member of the Board of
Directors or of the Committee or any officers of the Company or its 
subsidiaries shall be liable for any act or failure to act under the Plan,
except in circumstances involving bad faith on the part of such member or 
officer.
 
          SECTION 4.7.  Nothing contained in the Plan shall prevent the 
Company or any subsidiary or affiliate of the Company from adopting or 
continuing in effect other compensation arrangements, which arrangements 
may be either generally applicable or applicable only in specific cases.
 
 
                            ARTICLE V
 
               AMENDMENT OR TERMINATION OF THE PLAN
 
          SECTION 5.1.  The Board of Directors may at any time terminate, 
in whole or in part, or from time to time amend the Plan, provided that, 
except as otherwise provided in the Plan, no such amendment or termination 
shall adversely affect any Awards previously made to a Participant and 
deferred by such Participant pursuant to Section 3.3.  In the event of 
such termination, in whole or in part, of the Plan, the Committee may in 
its sole discretion direct the payment to Participants of any Awards not 
theretofore paid out prior to the respective dates upon which payments would
otherwise be made hereunder to such Participants, and in a lump sum or 
installments as the Committee shall prescribe with respect to each such 
Participant.  The Board may at any time and from time to time delegate to 
the Committee any or all of its authority under this Section 5.1.
 
 
                            ARTICLE VI
 
                           DEFINITIONS
 
          SECTION 6.1.  For the purposes of the Plan, the following terms 
shall have the meanings indicated:
 
          (a)  Award:  The grant of an award of cash by the Committee to a 
Participant pursuant to Section 3.1 or 3.4.
 
          (b)  Award Year:  Any calendar year or portion thereof with 
respect to which an Award may be granted.
 
          (c)  Board of Directors:  The Board of Directors of the Company.
 
          (d)  Committee:  The Committee designated pursuant to Section 2.1.
Until otherwise determined by the Board of Directors, the Corporate 
Personnel Committee designated by such Board shall be the Committee under 
the Plan.
 
          (e)  Covered Officer:  At any date, (i) any individual who, with
respect to the previous taxable year of the Company, was a "covered 
employee" of the Company within the meaning of Section 162(m) of the 
Internal Revenue Code of 1986, as amended, and the rules promulgated 
thereunder by the Internal Revenue Service of the Department of the 
Treasury, provided, however, the term "Covered Officer" shall not include 
any such individual who is designated by the Committee, in its discretion,
at the time of any grant or at any subsequent time, as reasonably expected
not to be such a "covered employee" with respect to the current taxable year
of the Company and (ii) any individual who is designated by the Committee, 
in its discretion, at the time of any grant or at any subsequent time, as 
reasonably expected to be such a "covered employee" with respect to the 
current taxable year of the Company or with respect to the taxable year 
of the Company in which any Award will be paid to such individual.
 
          (f)  Managed Net Income:  With respect to any year, the sum of 
(i) the net income (or net loss) of the Company and its consolidated 
subsidiaries for such year as reviewed by the Company's independent 
auditors and released by the Company to the public; plus (or minus) (ii) the
minority interests' share in the net income (or net loss) of the Company's 
consolidated subsidiaries for such year as reviewed by the Company's 
independent auditors and released by the Company to the public; plus (or 
minus) (iii) the effect of changes in accounting principles of the Company
and its consolidated subsidiaries for such year plus (or minus) the minority
interests' share in such changes in accounting principles as reviewed by 
the Company's independent auditors and released by the Company to the public.
 
          (g)  Net Cash Provided by Operating Activities:  With respect to 
any year, the net cash provided by operating activities of the Company and 
its consolidated subsidiaries for such year as reviewed by the Company's 
independent auditors and released by the Company to the public.
 
          (h)  Net Interest Expense:  With respect to any year, the net 
interest expense of the Company and its consolidated subsidiaries for such
year as reviewed by the Company's independent auditors and released by the 
Company to the public.
 
          (i)  Participant:  An individual who has been selected by the 
Committee to receive an Award.
 
          (j)  Participant Share:  The percentage of the Plan Funding 
Amount assigned to a Covered Employee by the Committee.
 
          (k)  Plan Funding Amount:  With respect to any year, two and 
one-half percent of Net Cash Provided by Operating Activities for such year.
 
          (l)  Return on Investment:  With respect to any year, the result
(expressed as a percentage) calculated according to the following formula:
 
                           a + (b - c)
                           -----------
                                d
 
in which "a" equals Managed Net Income for such year, "b" equals Net 
Interest Expense for such year, "c" equals Tax on Net Interest Expense 
for such year, and "d" equals Total Investment of Capital for such year.
 
          (m)  Section 162(m): Section 162(m) of the Internal Revenue Code 
of 1986, as amended, and rules promulgated by the Internal Revenue Service
thereunder.
 
          (n)  Subsidiary:  (i) Any corporation or other entity in which 
the Company possesses directly or indirectly equity interests representing
at least 50% of the total ordinary voting power or at least 50% of the total
value of all classes of equity interests of such corporation or other entity
and (ii) any other entity in which the Company has a direct or indirect 
economic interest that is designated as a Subsidiary by the Committee.
 
          (o)  Tax on Net Interest Expense:  With respect to any year, the 
tax on the net interest expense of the Company and its consolidated 
subsidiaries for such year calculated at the appropriate statutory income 
tax rate for such year as reviewed by the Company's independent auditors.
 
          (p)  Termination of Employment:  Solely for purposes of Section
3.3 hereof, the cessation of the rendering of services, whether or not as 
an employee, to any and all of the following entities: the Company, any 
subsidiary of the Company, Freeport-McMoRan Inc., any subsidiary of
Freeport-McMoRan Inc., McMoRan Oil & Gas Co., any subsidiary of McMoRan Oil
& Gas Co., and any law firm rendering services to any of the foregoing 
entities provided such law firm consists of at least two or more members or
associates who are or were officers of the Company or any subsidiary of 
the Company.
 
          (q)  Total Investment of Capital:  With respect to any year, the
sum of (i) the weighted average of the stockholders' equity in the Company
and its consolidated subsidiaries for such year, (ii) the weighted average
of the minority interests in the consolidated subsidiaries of the Company
for such year, (iii) the weighted average of the redeemable preferred stock
of the Company for such year and (iv) the weighted average of the long-term
debt of the Company and its consolidated subsidiaries for such year, all as
shown in the quarterly balance sheets of the Company and its consolidated 
subsidiaries for such year.
 
 
 
 
                                                       Exhibit 10.13
 
               FREEPORT-McMoRan COPPER & GOLD INC.
               PERFORMANCE INCENTIVE AWARDS PROGRAM
 
 
   1. Purpose.  The purpose of the Performance Incentive Awards Program 
(the "Plan") of Freeport-McMoRan Copper & Gold Inc. (the "Company") is to 
provide greater incentives for certain key management, professional and 
technical employees whose performance in fulfilling the responsibilities 
of their positions can significantly affect the performance of the Company 
or its operating units. The Plan provides an opportunity to earn additional
compensation in the form of cash incentive payments based on the employee's
individual performance and on the results achieved by the Company and by 
the operating or staff unit for which the employee performs services.
 
   2. Administration.  The Plan shall be administered by the Chairman of 
the Board of the Company who shall have full authority to interpret the 
Plan and from time to time adopt rules and regulations for carrying out 
the Plan, subject to such directions as the Corporate Personnel Committee 
(the "Committee") of the Company's Board of Directors may give, either as 
guidelines or in particular cases.  In connection with his administration 
of the Plan, the Chairman of the Board may seek the views and 
recommendations of the Company's Operating Committee.
 
   3. Eligibility for Participation.  Each year the Chairman of the Board 
shall select the key managerial, professional or technical employees of 
the Company or of any of its subsidiaries who shall be eligible for 
participation in the Plan during that year.  The Chairman of the Board may 
in his discretion make such selection, in whole or in part, on the basis 
of minimum salary levels, or position-point levels.
 
   The selection of an employee for eligibility in a particular year shall
not constitute entitlement either to an incentive payment under the Plan 
for that year or to selection for eligibility in any subsequent year.  
Selection of employees for eligibility in a particular year will ordinarily
be made in January of that year, but selection of any employee or employees
may be made at any subsequent time or times in such year.
 
   No officer or employee shall receive any incentive payment under the 
Plan for any year during which such officer or employee was a participant 
in the Freeport-McMoRan Copper & Gold Inc. Annual Incentive Plan.
 
   4. Determination of Target Incentives.  At the time each employee is 
selected for eligibility in the Plan for a particular year, the Chairman 
of the Board shall determine a target incentive or a target incentive range
for the employee with respect to that year.  Such incentive or range shall 
be indicative of the incentive payment which the employee might expect to 
receive on the basis of strong performance by such employee, by the Company
and by such employee's operating or staff unit, having regard to such 
performance standards and objectives as may be established with respect
to that year.
 
   5. Cash Incentive Payments.  After the end of each year the Chairman 
of the Board shall evaluate, or cause to be evaluated, the performance of
each employee selected for eligibility under the Plan for that year, as 
well as the performance of the Company and the employee's operating or
staff unit.  Based on such evaluation, the Chairman of the Board shall 
determine whether a cash incentive payment shall be made to such employee 
for that year and, if so, the amount of such payment.  The aggregate 
amount of all such incentive payments shall be submitted to the Committee
for its approval.  Subject to such approval, each such payment (less 
applicable withholding and other taxes) shall be made at such time 
established by the Chairman of the Board or the Committee after such 
approval, which shall in no event be later than February 28 of the year 
following the year for which the incentive payments are made.  An individual
who has been awarded an incentive payment for a particular year need not 
be employed by the Company or any of its subsidiaries at the time of
payment thereof to be eligible to receive such payment.  Notwithstanding 
any of the foregoing to the contrary, if an individual selected for 
eligibility under the Plan for a particular year should cease to be employed
by the Company and its subsidiaries for any reason prior to the end of such
year, the Chairman of the Board shall evaluate, or cause to be evaluated, 
the performance of such employee and the employee's operating or staff unit
for the portion of such year prior to such cessation of employment.  Based
on such evaluation, the Chairman of the Board shall determine whether a cash
incentive payment shall be made to such employee for that year and, if so, 
the amount of such payment.  The aggregate amount of all such incentive 
payments shall be submitted to the Committee for its approval.  Subject to
such approval, each such payment (less applicable withholding and other
taxes) shall be made at such time established by the Chairman of the Board
or the Committee after such approval, which may be made at any time during 
the year for which such incentive payments are made but shall in no event 
be later than February 28 of the year following such year.
 
   6. Optional Deferral of Payments.  If, prior to the date established by
the Chairman of the Board or the Committee for any year for which incentive
payments are made, an employee selected for participation in the Plan shall
so elect, in accordance with procedures established by the Chairman of the 
Board, all or any part of a cash incentive payment to such employee with 
respect to such year shall be deferred and paid in one or more periodic 
installments, not in excess of ten, at such time or times before or after 
the date of such employee's Termination of Employment (as hereinafter 
defined), but not later than ten years after such date of Termination of 
Employment, as shall be specified in such election.  If and only if any 
cash incentive payment or portion thereof is so deferred for payment after
December 31 of the year following the year for which the incentive payment 
is made, such cash incentive payment or portion thereof, as the case may be,
shall, commencing with January 1 of the year following the year for which 
the incentive payment is made, be increased at a rate equal to the prime 
commercial lending rate announced from time to time by The Chase Manhattan 
Bank, N.A. (compounded quarterly) or at such other rate and in such manner
as shall be determined from time to time by the Committee.  If such 
employee's Termination of Employment occurs for any reason other than 
early or normal retirement under the retirement plan of this corporation 
or retirement with the consent of this corporation outside the retirement 
plan of this corporation and if, on the date of such Termination of 
Employment, there remain unpaid any installments of cash incentive payments
which have been deferred as provided in this Section 6, the Committee or 
the Chairman of the Board may, in its or his discretion, direct the payment
to such employee of the aggregate amount of such unpaid installments in a 
lump sum, notwithstanding such election.  Subject to the terms of the Plan
and applicable law, the Committee may delegate to one or more officers or 
assistant officers of the Company its authority set forth in the immediately
preceding sentence, subject to such terms and limitations as the Committee 
shall determine.  Solely for purposes of this Section 6, the term 
"Termination of Employment" shall mean the cessation of the rendering of 
services, whether or not as an employee, to any and all of the following 
entities: the Company; any subsidiary of the Company; Freeport-McMoRan Inc.;
any subsidiary of Freeport-McMoRan Inc.; McMoRan Oil & Gas Co.; any 
subsidiary of McMoRan Oil & Gas Co.; any corporation or other entity in 
which any two or more of the aforementioned entities collectively possess,
directly or indirectly, equity interests representing at least 50% of the 
total ordinary voting power or at least 50% of the total value of all 
classes of equity interests of such corporation or other entity; and any 
law firm rendering services to any of the foregoing entities provided such
law firm consists of at least two or more members or associates who are or 
were officers of the Company, any subsidiary of the Company, Freeport-
McMoRan Inc., any subsidiary of Freeport-McMoRan Inc., McMoRan Oil & Gas 
Co., or any subsidiary of McMoRan Oil & Gas Co.
 
   7. General Provisions.  The selection of an employee for participation 
in the Plan shall not give such employee any right to be retained in the 
employ of the Company or any of its subsidiaries, and the right of the 
Company and of such subsidiary to dismiss or discharge any such employee is
specifically reserved. The benefits provided for employees under the Plan 
shall be in addition to, and in no way preclude, other forms of compensation
to or in respect of such employee.
 
   8. Amendment or Termination.  The Committee may from time to time amend
or at any time terminate the Plan.