SOUTHERN PERU COPPER CORP/
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2063724zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    Exhibit 10.1

                        FIRST AMENDMENT TO THE AGREEMENT

                           AMONG CERTAIN STOCKHOLDERS

                       OF SOUTHERN PERU COPPER CORPORATION


         This First Amendment, dated June 11th., 2001, to the Agreement Among
Certain Stockholders of Southern Peru Copper Corporation, dated as of January 2,
1996 (the "Agreement"), is entered into by and among Southern Peru Copper
Corporation (the "Corporation"), the other parties to the Agreement, and Grupo
Mexico, S.A., de C. V. ("Grupo Mexico").


RECITALS


         WHEREAS, Grupo Mexico has acquired all of the outstanding equity
         securities of ASARCO Incorporated;

         WHEREAS, the Board of Directors of the Corporation has recommended to
         the stockholders of the Corporation that Section 4.9 (a) of the
         Corporation's Restated Certificate of Incorporation be amended to read
         in its entirety as set forth in Exhibit 1 hereto, (the "Restated
         Certificate of Incorporation Amendment"); and,

         WHEREAS, the parties hereto wish to effect a corresponding amendment to
         the Agreement to substitute Grupo Mexico for ASARCO Incorporated as a
         Founding Stockholder under the Agreement;

       NOW, THEREFORE, effective upon, and subject to, the Restated Certificate
       of Incorporation Amendment becoming effective under the laws of the State
       of Delaware, the parties hereto agree as follows:

         1. The Agreement shall be amended so that the definition of "Founding
            Stockholder" in Section 1 of the Agreement shall read in its
            entirety as follows:

                  "Founding Stockholder" shall mean each of Grupo Mexico, S.A.
                  de C.V., Cerro Trading Company, Inc., and Phelps Dodge
                  Overseas Capital Corporation and their respective successors
                  and assigns qualifying pursuant to Section 4.3 hereof;
                  PROVIDED that each of Cerro Trading Company, Inc. and Phelps
                  Dodge Overseas Capital Corporation shall remain a Founding
                  Stockholder for purposes hereof only for such time as it would
                  also qualify as an Affiliate of the Marmon Corporation or
                  Marmon Holdings, Inc., or Phelps Dodge Corporation, or their
                  respective successors, as the case may be.

         2. Section 2.5 of the Agreement shall be amended to read in its
            entirety as follows:

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              "2.5. SHARES LEGEND. Certificates representing Class A Common
                  Stock shall bear the following legend until termination of
                  this Agreement:


                      "THE SHARES OF CLASS A COMMON STOCK REPRESENTED BY THIS
                      CERTIFICATE ARE SUBJECT TO PROVISIONS CONTAINED IN THE
                      AGREEMENT AMONG CERTAIN STOCKHOLDERS OF SOUTHERN PERU
                      COPPER CORPORATION DATED AS OF JANUARY 2, 1996, AS AMENDED
                      BY A FIRST AMENDMENT THERETO DATED JUNE 11Th., 2001,
                      COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY
                      OF SOUTHERN PERU COPPER CORPORATION."

         3. The Agreement shall be binding upon and inure to the benefit of and
            be enforceable by Grupo Mexico, and Grupo Mexico hereby
            unconditionally assumes, and agrees to honor and discharge, all of
            Asarco, Incorporated's obligations of any nature under the
            Agreement in accordance with the terms thereof. Grupo Mexico shall
            cause any of its Affiliates which receives an assignment of shares
            of Class A Common Stock at or before or after the time at which the
            amendment referred to in Section 1 becomes effective to agree in
            writing at the time it receives such assignment to be bound by the
            terms of the Agreement, and each such Affiliate shall be treated as
            an assignee of Grupo Mexico's rights and obligations pursuant to
            Section 4.3 of the Agreement, and the Agreement shall be binding
            upon and inure to the benefit of and be enforceable by such
            Affiliate.

               IN WITNESS WHEREOF, the parties have executed this Amendment
            No 1 as of the date first above written.


SOUTHERN PERU COPPER CORPORATION       PHELPS DODGE OVERSEAS CAPITAL CORPORATION


By: /s/ German Larrea Mota-Velasco     By: /s/ J. Steven Whisler
-----------------------------------    -----------------------------------------
Name:  German Larrea Mota-Velasco      Name:  J. Steven Whisler
Title: Chairman                        Title: President
1150 North 7th Ave.                    2600 North Central Avenue
Tucson, AZ, 85705-0747                 Phoenix, Arizona 85004
Telecopier No: (1-520) 798-7747        Telecopier Number: (1-602) 234-8050


ASARCO INCORPORATED                    CERRO TRADING COMPANY, INC.


By: /s/ German Larrea Mota-Velasco     By: /s/ Robert A. Pritzker
-------------------------------------  ----------------------------------------
Name:  German Larrea Mota-Velasco      Name:  Robert A. Pritzker
Title: Chairman                        Title: President
1150 North 7th Ave.                    225 West Washington Street, Suite 1900
Tucson, AZ, 85705-0747                 Chicago, IL, 60606
Telecopier No. (1-520) 798-7747        Telecopier No. (-312) 372-9586

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GRUPO MEXICO, S.A. DE C.V.


By: /s/ German Larrea Mota-Velasco
------------------------------------
Name:  German Larrea Mota-Velasco
Title: Chairman
Baja California No 200,
Col. Roma Sur 06760, Mexico, D.F.
Telecopier No.: (52-5) 564-7066

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                                         EXHIBIT 1

                                         To the First Amendment to the Agreement
                                         among Certain Stockholders of SOUTHERN
                                         PERU COPPER CORPORATION

Section 4.9 (a) of the Corporation's Restated Certificate of Incorporation is to
be amended to read in its entirety as follows:

         4.9. "CONVERSION RIGHTS. (a) AUTOMATIC CONVERSION. Each share of Class
         A Common Stock shall convert automatically into one fully paid and
         non-assessable share of Common Stock upon (i) the sale, gift, or other
         transfer of such share of Class A Common Stock to a party other than a
         Founding Stockholder or its Affiliate (as such terms are defined below)
         or (ii) the ownership of such share of Class A Common Stock by any
         person other than a Founding Stockholder or its Affiliate. In addition,
         all outstanding shares of Class A Common Stock shall convert
         automatically into an equal number of fully paid and non-assessable
         shares of Common Stock upon the date on which the Founding Stockholders
         and their Affiliates (in the aggregate) no longer own at least 35% of
         the outstanding Common Shares. Each of the foregoing automatic
         conversion events shall be referred to hereinafter as an "Event of
         Automatic Conversion."

         For purposes of this Paragraph 4.9, the term "Affiliate" of a Person
         shall mean any Person (other than the Corporation) that directly or
         indirectly through one or more intermediaries controls, is controlled
         by, or is under common control with, the first Person. For the purposes
         of the above definition, the term "control" (including, with
         correlative meaning, the terms "controlled by" and "under common
         control with"), shall mean the possession, directly or indirectly, of
         more than 50% of the then outstanding voting stock entitled to elect
         directors of such Person; the term "Person" shall mean any natural
         person, firm, partnership, association, corporation, company, trust,
         business trust, joint venture, unincorporated organization or
         government or any department or agency thereof. Additionally, for the
         purposes of this Paragraph 4.9, the term "Founding Stockholder" shall
         mean each of Grupo Mexico, S. A. de C. V., Cerro Trading Company, Inc.
         and Phelps Dodge Overseas Capital Corporation and their respective
         successors; PROVIDED that each of Cerro Trading Company, Inc. and
         Phelps Dodge Overseas Capital Corporation shall remain a Founding
         Stockholder for purposes hereof only for such time as it would also
         qualify as an Affiliate of The Marmon Corporation or Marmon Holdings,
         Inc. or Phelps Dodge Corporation, or their respective successors, as
         the case may be."

  June 11th, 2001

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