CERTIFICATE OF
ELIMINATION
OF
SERIES A PARTICIPATING CUMULATIVE
PREFERRED STOCK
OF
FREEPORT-M c M o R an COPPER & GOLD
INC.
Pursuant to Section
151(g)
of the General Corporation
Law
of the State of Delaware
Freeport-McMoRan Copper & Gold Inc., a
corporation organized and existing under the laws of the State of
Delaware (the “Company”), in accordance with the
provisions of Section 151(g) of the General Corporation Law of the
State of Delaware (the “DGCL”), hereby certifies as
follows:
1. That the Board of
Directors of the Company (the “Board”), pursuant to
Section 151 of the DGCL and the authority granted in the
Company’s Amended and Restated Certificate of Incorporation,
as amended (the “Amended and Restated Certificate of
Incorporation&rdqu