6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For May 16, 2006

Commission File No. 1-11284

FALCONBRIDGE LIMITED
(Translation of registrant's name into English)

BCE Place, 181 Bay Street, Suite 200,
Toronto, Ontario, Canada M5J 2T3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F o Form 40-F ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes o No ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes o No ý

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):                             

        Furnished herewith are:

1.

A Material Change Report of Falconbridge Limited ("Falconbridge"), dated May 13, 2006, disclosing that on May 13, 2006, Falconbridge and Inco Limited ("Inco") entered into a fourth amending agreement (the "Amending Agreement") for the purpose of further amending the support agreement (as amended, the "Support Agreement") originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006, February 20, 2006 and March 21, 2006, respectively. Under the terms of the Amending Agreement, Inco has agreed to increase the cash consideration offered to holders of Falconbridge common shares ("Falconbridge Shares") to Cdn.$51.17 per Falconbridge Share pursuant to Inco's offer (the "Offer") to acquire all of the issued and outstanding Falconbridge Shares. As a result, Falconbridge shareholders will be entitled to elect to receive either Cdn.$51.17 in cash per Falconbridge Share held or 0.6927 of a common share of Inco (an "Inco Share") plus Cdn.$0.05 in cash for each Falconbridge Share held, subject in each case to proration based upon the maximum amount of cash available and the maximum number of Inco Shares issuable, under the Offer;

2.

The fourth amending agreement for the purpose of further amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006, February 20, 2006 and March 21, 2006, respectively;

3.

The third amending agreement for the purpose of further amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006 and February 20, 2006, respectively;

4.

The second amending agreement for the purpose of further amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006; and

5.

The first amending agreement for the purpose of amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005.

        The Material Change Report shall also be deemed filed for purposes of the Securities Exchange Act of 1934 (including for the purpose of being incorporated by reference into one or more registration statements under the Securities Act of 1933, as amended). The Material Change Report is specifically incorporated by reference into the registrant's Registration Statement on Form S-8 (File No. 333-126529).

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FALCONBRIDGE LIMITED (Registrant)
May 16, 2006	By:	/s/  STEPHEN K. YOUNG Stephen K. Young — Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Material Change Report of Falconbridge Limited ("Falconbridge"), dated May 13, 2006, disclosing that on May 13, 2006, Falconbridge and Inco Limited ("Inco") entered into a fourth amending agreement (the "Amending Agreement") for the purpose of further amending the support agreement (as amended, the "Support Agreement") originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006, February 20, 2006 and March 21, 2006, respectively. Under the terms of the Amending Agreement, Inco has agreed to increase the cash consideration offered to holders of Falconbridge common shares ("Falconbridge Shares") to Cdn.$51.17 per Falconbridge Share pursuant to Inco's offer (the "Offer") to acquire all of the issued and outstanding Falconbridge Shares. As a result, Falconbridge shareholders will be entitled to elect to receive either Cdn.$51.17 in cash per Falconbridge Share held or 0.6927 of a common share of Inco (an "Inco Share") plus Cdn.$0.05 in cash for each Falconbridge Share held, subject in each case to proration based upon the maximum amount of cash available and the maximum number of Inco Shares issuable, under the Offer.
99.2	The fourth amending agreement for the purpose of further amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006, February 20, 2006 and March 21, 2006, respectively.
99.3	The third amending agreement for the purpose of further amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006 and February 20, 2006, respectively.
99.4	The second amending agreement for the purpose of further amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006.
99.5	The first amending agreement for the purpose of amending the support agreement originally entered into by Inco and Falconbridge on October 10, 2005.

EX-99.1

EXHIBIT 99.1

FORM 51-102F3
MATERIAL CHANGE REPORT

1.	Name and Address of Corporation Falconbridge Limited ("Falconbridge") Ste. 200 - 181 Bay Street, P.O. Box 755, BCE Place Toronto, ON M5J 2T3
2.	Date of Material Change May 13, 2006
3.	News Release A press release with respect to the material change referred to in this report was issued by Falconbridge Limited ("Falconbridge") on May 13, 2006 through the facilities of Canada Newswire and CCN Matthews and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
4.	Summary of Material Change On May 13, 2006, Falconbridge and Inco Limited ("Inco") entered into a fourth amending agreement (the "Amending Agreement") for the purpose of further amending the support agreement (as amended, the "Support Agreement") originally entered into by Inco and Falconbridge on October 10, 2005, as subsequently amended on January 12, 2006, February 20, 2006 and March 21, 2006, respectively. Under the terms of the Amending Agreement, Inco has agreed to increase the cash consideration offered to holders of Falconbridge common shares ("Falconbridge Shares") to Cdn.$51.17 per Falconbridge Share pursuant to Inco's offer (the "Offer") to acquire all of the issued and outstanding Falconbridge Shares. As a result, Falconbridge shareholders will be entitled to elect to receive either Cdn.$51.17 in cash per Falconbridge Share held or 0.6927 of a common share of Inco (an "Inco Share") plus Cdn.$0.05 in cash for each Falconbridge Share held, subject in each case to proration based upon the maximum amount of cash available and the maximum number of Inco Shares issuable, under the Offer.
5.	Full Description of Material Change On May 13, 2006, Falconbridge and Inco entered into the Amending Agreement for the purpose of amending the Support Agreement. Under the terms of the Amending Agreement, Inco has agreed to increase the cash consideration offered to holders of Falconbridge Shares to Cdn.$51.17 per Falconbridge Share pursuant to the Offer. As a result, Falconbridge shareholders will be entitled to elect to receive either Cdn.$51.17 in cash per Falconbridge Share held or 0.6927 of a Inco Share plus Cdn.$0.05 in cash for each Falconbridge Share held, subject in each case to proration based upon the maximum amount of cash available and the maximum number of Inco Shares issuable, under the Offer. The maximum amount of cash consideration available under the Offer will be Cdn.$4,786,678,875 and the maximum number of Inco Shares available under the Offer will be 200,657,578. Assuming full proration of these maximum amounts, Falconbridge shareholders would be entitled to receive Cdn.$12.50 in cash and 0.524 of an Inco Share for each Falconbridge Share tendered to the Offer, subject to adjustment for fractional shares. Falconbridge and Inco also agreed to a corresponding adjustment to the number of Inco Shares to be received by holders of Falconbridge options following the completion of the take-over bid.

	In consideration of Inco increasing the cash consideration under the Offer, Falconbridge has agreed to increase the amounts of the termination, enhanced expense and expense payments that may be payable to Inco in specified circumstances to U.S.$450 million, U.S.$150 million and U.S.$40 million, respectively.
	The foregoing description of the Amending Agreement does not purport to be complete and is qualified in its entirety by reference to the Amending Agreement and the Support Agreement.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 Not applicable.
7.	Omitted Information Not applicable.
8.	Executive Officer Stephen Young Ste. 200 - 181 Bay Street BCE Place Toronto, ON M5J 2T3 Fax: (416) 982-7490
9.	Date of Report May 15, 2006

EX-99.2

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EXHIBIT 99.2

FOURTH AMENDING AGREEMENT

        THIS FOURTH AMENDING AGREEMENT made the 13th day of May, 2006

B E T W E E N:

INCO LIMITED,
a corporation existing under the laws
of Canada,

(hereinafter called the "Offeror"),

                – and –

FALCONBRIDGE LIMITED,
a corporation existing under the laws
of the Province of Ontario,

(hereinafter called the "Company").

        WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006, Second Amending Agreement dated February 20, 2006 and Third Amending Agreement dated March 21, 2006 (as amended from time to time, the "Support Agreement");

        AND WHEREAS the board of directors of the Offeror has determined, after receiving financial and legal advice, that it would be advisable and in the best interests of the Offeror and its shareholders to pursue the acquisition of the Company as contemplated by the Support Agreement by amending the Offer in accordance with the amended terms and conditions contained herein (the "Amended Offer");

        AND WHEREAS the Board of Directors has determined, after receiving financial and legal advice, that it would be advisable and in the best interests of the Company for the Board of Directors to support the Amended Offer and to recommend acceptance of the Amended Offer to Shareholders in writing and for the Company to continue to co-operate with the Offeror and to use its reasonable best efforts to permit the Amended Offer to be successful;

        NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

1.     Amendments to the Support Agreement

(a)

Section 1.1(a) of the Support Agreement is hereby amended by:



(i)

deleting the reference to Cdn. $34.00 where it appears in clause (i) of Section 1.1(a) and substituting therefor a reference to Cdn. $51.17;



(ii)

deleting the reference to Cdn. $2,872,648,913 where it appears in Section 1.1(a) and substituting therefor a reference to Cdn. $4,786,678,875;



(iii)

deleting the reference to 0.6713 of a common share of the Offeror where it appears in clause (ii) of Section 1.1(a) and substituting therefor a reference to 0.6927 of a common share of the Offeror; and



(iv)

deleting the reference to 200,702,404 Offeror Shares where it appears in Section 1.1(a) and substituting therefor a reference to 200,657,578 Offeror Shares.

Accordingly, the first sentence of Section 1.1(a) shall now read as follows:

"The Offeror shall promptly publicly announce its intention to make an offer and, subject to the terms and conditions set forth below, either make, or cause a directly or indirectly wholly-owed subsidiary of the Offeror (the "Acquisition Company") to make, either alone, or jointly with the Offeror, an offer (the "Offer") to purchase all outstanding Common Shares (other than those owned directly or indirectly by the Offeror), including Common Shares issuable (and that, prior to the Expiry Time (as defined below) are actually issued) upon the conversion, exchange or exercise of any securities of the Company that are convertible into or exchangeable or exercisable for Common Shares (the "Convertible Securities") at a price per Common Share of: (i) Cdn. $51.17 in cash; or (ii) 0.6927 of a common share of the Offeror (the "Offeror Shares") and Cdn. $0.05 in cash, at the election of the holder thereof, but subject to an aggregate maximum of Cdn. $4,786,678,875 in cash (the "Cash Maximum") and an aggregate maximum of 200,657,578 Offeror Shares (the "Share Maximum") in accordance in all material respects with all applicable securities Laws (as defined in Schedule B to this Agreement) in Canada and the United States (collectively, "Securities Laws")."

(b)

Section 1.4 of the Support Agreement is hereby amended by deleting each reference to 0.6723 where it appears in Section 1.4 and substituting therefor a reference to 0.6934.



(c)

Section 5.2(a) of the Support Agreement is hereby amended by deleting the definition of "Superior Proposal" where it appears in that section and replacing it with the following definition:

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"Superior Proposal" means an unsolicited bona fide Acquisition Proposal made by a third party to the Company in writing after the date hereof: (i) to purchase or otherwise acquire, directly or indirectly, by means of a merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, all of the Common Shares and offering or making available the same consideration in form and amount per Common Share to be purchased or otherwise acquired; (ii) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory (including U.S. Competition Authority and any Investment Canada approval) and other aspects of such proposal and the party making such proposal; (iii) in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to the satisfaction of the Board of Directors, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel), will be obtained, (iv) which is not subject to a due diligence and/or access condition which would allow access to the books, records, personnel or properties of the Company or any Subsidiary or their respective representatives beyond 5:00 p.m. (Eastern Standard Time) on the third day after which access is afforded to the third party making the Acquisition Proposal (provided, however, that the foregoing shall not restrict the ability of such third party to continue to review information provided to it by the Company during such three day period); (v) which is offered or made available to all Shareholders in Canada and the United States; (vi) in respect of which the Board of Directors determines in good faith (after receipt of advice from its financial advisors with respect to (y) below and outside legal counsel with respect to (x) below) that (x) failure to recommend such Acquisition Proposal to Shareholders would be inconsistent with its fiduciary duties and (y) which would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to Shareholders from a financial point of view than the Offer (including any adjustment to the terms and conditions of the Offer proposed by the Offeror pursuant to Section 5.2(g) below, and taking into account the long-term value and anticipated synergies anticipated to be realized as a result of the combination of the Offeror and the Company); and (vii) that, subject to compliance with the requirements of Section 5.2 of this Agreement, the Board of Directors has determined to recommend to Shareholders."

(d)

Section 5.2(g)(iv) of the Support Agreement is hereby amended by deleting the reference to seven business days where it appears in that section and substituting therefor a reference to 10 business days and, accordingly, Section 5.2(g)(iv) shall now read as follows:

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"10 business days shall have elapsed from the later of the date the Offeror received notice of the Company's proposed determination to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal, and the date the Offeror received a copy of the written proposal in respect of the Acquisition Proposal and, if the Offeror has proposed to amend the terms of the Offer in accordance with Section 5.2(h), the Board of Directors (after receiving advice from its financial advisors and outside legal counsel) shall have determined in good faith that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Offer by the Offeror;".

(e)

Section 5.2(h) of the Support Agreement is hereby amended by deleting the reference to seven business days where it appears in that section and substituting therefor a reference to 10 business days and, accordingly, the first sentence of Section 5.2(h) shall now read as follows:

"The Company acknowledges and agrees that, during the 10 business day period referred to in Section 5.2(g)(iv) or such longer period as the Company may approve for such purpose, the Offeror shall have the opportunity, but not the obligation, to propose to amend the terms of the Offer."

(f)

Section 5.3(a) of the Support Agreement is hereby amended by deleting the definitions of "Company Expense Payment", "Company Termination Payment" and "Offeror Enhanced Expense Payment" where they appear in that section and replacing them with the following definitions:

"Company Expense Payment" means U.S. $40 million;

"Company Termination Payment" means U.S. $450 million, less the amount, if any, paid or payable by the Company to the Offeror as a Company Expense Payment; and

"Offeror Enhanced Expense Payment" means U.S. $150 million.

(g)

Section 5.3(d) of the Support Agreement is hereby amended by deleting Section 5.3(d) in its entirety and substituting the following therefor:

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"The Company shall forthwith pay the Offeror Enhanced Expense Payment to the Offeror by way of a wire transfer in immediately available funds to an account specified by the Offeror if: (i) the Offer is not completed as a result of the Minimum Tender Condition not having been satisfied in circumstances in which either the U.S./EC/Cdn. Clearances have been obtained or such U.S./EC/Cdn. Clearances have not been obtained and the Company has not complied with its covenants and obligations in Sections 1.7 and 5.1 (in either case, whether or not any other conditions of the Offer are also not satisfied) and this Agreement is terminated pursuant to Section 6.1(d) unless: (A) the non-satisfaction of the Minimum Tender Condition arises solely as a result of a Material Adverse Change in respect of the Offeror which has occurred since the date hereof; (B) the Board of Directors has determined in good faith (after receipt of advice from its legal and financial advisors) that: (x) a Material Adverse Change in the Offeror has occurred since the date hereof; and (y) the failure to change the Board's recommendation, or refusal to reaffirm such recommendation, would be inconsistent with its fiduciary duties; and (C) the Offeror has filed, or the Ontario Securities Commission has determined that it should have filed, a Material Change Report in accordance with applicable Securities Laws in respect of such Material Adverse Change; or (ii) any of the events set forth in Sections 6.1(i) or (j) has occurred (for greater certainty without requiring termination of the Agreement by the Offeror) unless those events have occurred solely as a result of a Material Adverse Change in respect of the Offeror which has occurred since the date hereof; (B) the Board of Directors has determined in good faith (after receipt of advice from its legal and financial advisors) that: (x) a Material Adverse Change in the Offeror has occurred since the date hereof; and (y) the failure to change the Board's recommendation, or refusal to reaffirm such recommendation, would be inconsistent with its fiduciary duties; and (C) the Offeror has filed, or the Ontario Securities Commission has determined that it should have filed, a Material Change Report in accordance with applicable Securities Laws in respect of such Material Adverse Change.

Moreover, in circumstances in which: (i) the Offeror Enhanced Expense Payment is payable under this Section 5.3(d), if within 18 months of the termination of this Agreement pursuant to Section 6.1(d) a Competing Proposal is consummated, then the Company shall, prior to or concurrently with the consummation of a Competing Proposal, pay to the Offeror the Company Termination Payment (less the amount of the Offeror Enhanced Expense Payment provided such latter amount has been paid to the Offeror); and (ii) the Company Termination Payment is payable pursuant to Section 5.3(b) and the Offeror has received the Offeror Enhanced Expense Payment pursuant to this Section 5.3(d), the Company shall be permitted to deduct from the amount of the Company Termination Payment the amount of the Offeror Enhanced Expense Payment that has been received by the Offeror."

(h)

Section 7.2 of the Support Agreement is hereby amended by deleting Section 7.2 in its entirety and substituting the following therefor:

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"Except as required by applicable Law or applicable stock exchange requirements, the Company shall not make any public announcement or statement with respect to the Offer or this Agreement without the approval of Offeror, such approval not to be unreasonably withheld or delayed, except to the extent necessary to comply with Law or applicable stock exchange requirements. Moreover, in any event, the Company agrees to give prior notice to the Offeror of any public announcement relating to the Offer or this Agreement and agrees to consult with the Offeror prior to issuing each such public announcement. The Offeror shall use reasonable commercial efforts to co-ordinate with the Company, and to the extent practicable consult with the Company in advance with respect to, the Offeror's press releases and public comments with respect to this Agreement."

(i)

Each of Section 7.8(g) and Section 7.8(h) of the Support Agreement, being the definitions of "Material Adverse Change" and "Material Adverse Effect", respectively, is hereby amended, in each case, by adding the words "as amended" after the word "Agreement" where it appears in subparagraph (iii)(A).



(j)

Schedule B and Schedule C to the Support Agreement are hereby amended by adding the word "material" before each of the words "contracts" and "transactions" where they appear in paragraph (x) of Schedule B and Schedule C.

2.     Public Announcement of Fourth Amending Agreement

        Each of the Offeror and the Company agrees that, promptly after the entering into of this Agreement, it shall issue a press release announcing the entering into of this Agreement and, in the case of the Offeror, its intention to make the Amended Offer, which press release shall, in each case, be satisfactory in form and substance to the other party acting reasonably.

3.     Amended Offer

        The Offeror shall vary the Offer in accordance with the terms contained in Section 1 of this Agreement and shall mail the Amended Offer by way of a notice of variation of the Offer (the "Notice of Variation") in accordance in all material respects with applicable Securities Laws to all registered shareholders as soon as reasonably practicable.

4.     Company Approval of the Amended Offer

        The Company represents and warrants to and in favour of the Offeror, and acknowledges that the Offeror is relying upon such representations in entering into this Agreement, that as of the date hereof:

(a)

CIBC World Markets Inc. has delivered an oral opinion to the Board of Directors to the effect that the consideration to be received under the Amended Offer is fair from a financial point of view to all Shareholders (other than the Offeror);

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(b)

the Board of Directors, upon consultation with its financial and legal advisors, has unanimously determined that the price offered under the Amended Offer is fair from a financial point of view to all Shareholders (other than the Offeror) and that it is in the best interests of the Company for the Amended Offer to be made and the Board of Directors to support it and, accordingly, has unanimously approved the entering into of this Agreement and the making of a recommendation that Shareholders (other than the Offeror) accept the Amended Offer. Each member of the Board of Directors has agreed to support the Amended Offer and has agreed that the press release to be issued by the Offeror announcing the Amended Offer may so state and that references to such agreement may be made in the Amended Offer, the Notice of Variation and any other documents relating to the Offer; provided, however, that references herein to the unanimous determination and approval of the Board of Directors and to the agreement of each of the Directors shall not include Directors who have declared a conflict of interest and have not participated in any consideration of the Offer; and



(c)

the Company shall prepare and make available for distribution contemporaneously and together with the Notice of Variation, in both the English and French languages as circumstances may require, sufficient copies of a notice of change to its directors' circular relating to the Amended Offer (the "Notice of Change"), prepared in all material respects in accordance with all applicable Securities Laws, which shall reflect the foregoing determinations and recommendation, and the Company shall take all other reasonable action to support the Offer. Prior to printing the Notice of Change, the Company shall provide the Offeror with an opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by the Company, acting reasonably. The Company shall file the Notice of Change and any other documents required by all applicable Securities Laws in connection with the Notice of Change with applicable securities regulatory authorities within the times and in the manner required by all applicable Securities Laws.

5.     Initial Expiry Time

        For greater certainty and for the purposes of Section 1.1(c) of the Support Agreement, the "Initial Expiry Time" means December 23, 2005.

6.     Confirmation of Support Agreement

        The Offeror and the Company hereby confirm that the Support Agreement remains in full force and effect, unamended except as provided for in this Agreement.

7.     Counterparts

        This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

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        IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first above written, by the duly authorized representatives of the parties hereto.

Inco Limited
By:	/s/  SCOTT M. HAND Name: Scott M. Hand Title: Chairman and Chief Executive Officer
By:	/s/  SIMON A. FISH Name: Simon A. Fish Title: Executive Vice-President, General Counsel and Secretary
FALCONBRIDGE LIMITED
By:	/s/  DEREK PANNELL Name: Derek Pannell Title: President and Chief Executive Officer
By:	/s/  JEFFREY A. SNOW Name: Jeffery A. Snow Title: Senior Vice President and General Counsel

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FOURTH AMENDING AGREEMENT

EX-99.3

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Exhibit 99.3

THIRD AMENDING AGREEMENT

                        THIS THIRD AMENDING AGREEMENT made the 21st day of March, 2006

B E T W E E N:

INCO LIMITED,
a corporation existing under the laws
of Canada,

(hereinafter called the "Offeror"),

                        - and -

FALCONBRIDGE LIMITED,
a corporation existing under the laws
of the Province of Ontario,

(hereinafter called the "Company").

        WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006 and Second Amending Agreement dated February 20, 2006 (as amended, the "Support Agreement");

        AND WHEREAS the written consent of the Offeror is required for the termination by the Company of its shareholder rights plan dated as of September 22, 2005 (the "Original Rights Plan") and for the adoption by the Company of a new shareholder rights plan;

        AND WHEREAS the Company has terminated the Original Rights Plan and adopted a new shareholder rights plan dated as of March 21, 2006 (the "Rights Plan");

        AND WHEREAS the Offeror has agreed to the Company's termination of the Original Rights Plan and adoption of the Rights Plan subject to the entering into of this Agreement;

        NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

1.     Amendments to the Support Agreement

(a)

Section 1.2(d) of the Support Agreement is hereby amended by deleting the reference to "September 22, 2005" where it appears in that section and substituting therefor a reference to "March 21, 2006" and, accordingly, the first sentence of Section 1.2(d) shall now read as follows:

"(d) The Company agrees that if the Offer is not, or ceases to qualify as, a "Permitted Bid" under the Company's shareholder rights plan dated as of March 21, 2006 (the "Rights Plan"), the Company will immediately defer the separation time of the Rights (as defined in the Rights Plan) in respect of the Offer and to continue to defer separation of the Rights with respect to the Offer."

(b)

Section 1.1(d) of the Support Agreement is hereby amended by adding the following as a final sentence to Section 1.1(d):

"For further certainty, it is also understood and agreed that the Offeror may in its sole discretion at any time and from time to time, modify or vary the Offer, without the prior consent of the Company, by deleting in its entirety the last paragraph of Section 7 of the Offer to Purchase, "Extension and Variation of the Offer", which reads as follows: "In circumstances where more than 50% of the then outstanding Falconbridge Shares held by "Independent Shareholders" (as defined in the Shareholder Rights Plan) have been validly deposited under the Offer and not withdrawn, the Offeror may take up and pay for the deposited Falconbridge Shares (subject to the conditions of the Offer) but will make a public announcement of that fact and the Offer will be extended with the result that the period during which Falconbridge Shares may be deposited pursuant to the Offer will remain open for not less than 10 days from the date of such public announcement.""

2.     Consent

        The Offeror hereby consents to the termination of the Original Rights Plan and the adoption of the Rights Plan.

3.     Confirmation of Support Agreement

        The Offeror and the Company hereby confirm that the Support Agreement remains in full force and effect, unamended except as provided for in this Agreement.

4.     Counterparts

        This Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first above written, by the duly authorized representatives of the parties hereto.

INCO LIMITED
By:	/s/  SCOTT M. HAND Name: Scott M. Hand Title: Chairman and Chief Executive Officer
By:	/s/  STUART F. FEINER Name: Stuart F. Feiner Title: Executive Vice President
FALCONBRIDGE LIMITED
By:	/s/  JEFFREY A. SNOW Name: Jeffrey A. Snow Title: Senior Vice President & General Counsel
By:	/s/  STEPHEN YOUNG Name: Stephen Young Title: Secretary

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THIRD AMENDING AGREEMENT

EX-99.4

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Exhibit 99.4

SECOND AMENDING AGREEMENT

                                THIS SECOND AMENDING AGREEMENT made the 20^th day of February, 2006

B E T W E E N:

INCO LIMITED,
a corporation existing under the laws
of Canada,

(hereinafter called the "Offeror"),

                        - and -

FALCONBRIDGE LIMITED,
a corporation existing under the laws
of the Province of Ontario,

(hereinafter called the "Company").

                                WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company (the "Original Offer") in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated February 20, 2006 (as amended, the "Support Agreement");

                                AND WHEREAS the Original Offer provided for an initial expiry time of 8:00 p.m. (Toronto time) on December 23, 2005 (the "Initial Expiry Time") and, by subsequent notices of extension, the Offeror extended the expiry time of the Offer to 8:00 p.m. (Toronto time) on February 28, 2006;

                                AND WHEREAS the Offeror proposes to extend the expiry time of the Offer further as a result of the status of the Competition Clearance Conditions (as defined in the Support Agreement);

                                NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

1.     Amendments to the Support Agreement

(a)

Section 1.1(c) of the Support Agreement is hereby amended as follows:

(i)

by deleting the reference to 120 days in clause (i) of Section 1.1(c) and substituting therefor a reference to 229 days and, accordingly, the second sentence of Section 1.1(c) shall now read as follows:

"If the conditions set forth in paragraph (b) of Schedule A to this Agreement (the "Competition Clearance Conditions") have not been satisfied or waived by the Initial Expiry Time, the Offeror agrees that it will extend the Offer through one or more extensions for such number of days as does not exceed the lesser of: (i) an additional 229 days; and (ii) such number of days as is required for the Competition Clearance Conditions to be satisfied."

(ii)

by deleting the last two sentences of Section 1.1(c) and replacing them with the following:

"Notwithstanding the foregoing, if any other Person makes an offer to acquire the Common Shares by take-over bid which offer has a stated expiry time that is earlier than the Expiry Time or if the Competition Clearance Conditions are satisfied prior to the Expiry Time, the Offeror may amend or vary the Offer to accelerate the Expiry Time. For greater certainty, the provisions of Section 1.2 of this Agreement shall continue to apply to the Offer, notwithstanding an acceleration of the Expiry Time made in accordance with the foregoing sentence."

(b)

Section 1.1(d) of the Support Agreement is hereby amended by deleting the reference to "Initial Expiry Time" in that section and substituting therefor a reference to "Expiry Time" and, accordingly, Section 1.1(d) shall now read as follows:

"It is understood and agreed that the Offeror may, in its sole discretion, modify or waive any term or condition of the Offer; provided that the Offeror shall not, without the prior consent of the Company, increase the Minimum Tender Condition, impose additional conditions to the Offer or otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to the Shareholders (provided that, for certainty, the Offeror may in its sole discretion waive or decrease the Minimum Tender Condition (provided that it may not waive the Minimum Tender Condition in order to acquire less than 50.01% of the Common Shares outstanding (calculated on a Fully-Diluted Basis)), increase the total consideration per Common Share and/or add additional consideration, or accelerate the Expiry Time in accordance with Section 1.1(c) above)."

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(c)

Section 4.1 of the Support Agreement is hereby amended with effect as of the date hereof by deleting paragraphs (e), (f), (g), (i) and (n) and substituting the following therefor:



"(e)

not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any officer, director or employee, or similar rights or other benefits except prior to February 20, 2006 for changes in compensation for employees, other than officers and directors, in the ordinary course of business consistent with past practice and except following February 20, 2006 for changes in compensation for employees, including officers and directors, in the ordinary course of business consistent with past practice;



(f)

not acquire any capital assets or group of related capital assets (through one or more related or unrelated acquisitions) having a value in excess of U.S. $50 million in the aggregate during the period between the date of this Agreement and February 20, 2006 or a value in excess of U.S. $100 million in the aggregate in the one year period following the date of this Agreement, unless in either case expressly contemplated in the Company's operating budgets Disclosed to the Offeror (within the meaning of that term as defined in Schedule C to this Agreement) and conducted in the ordinary course of business consistent with past practice;



(g)

not sell, lease, option, encumber or otherwise dispose of any capital assets or group of related capital assets (through one or more related or unrelated transactions) having a value in excess of U.S. $50 million in the aggregate for all such transactions during the period between the date of this Agreement and February 20, 2006 or a value in excess of U.S. $100 million in the aggregate for all such transactions in the one year period following the date of this Agreement, unless in either case expressly contemplated in the Company's operating budgets Disclosed to the Offeror and conducted in the ordinary course of business consistent with past practice;

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(i)

not authorize, agree to issue, issue or award any stock options under any existing plan of the Company or otherwise except for stock options issued after February 20, 2006 to officers in the ordinary course of business consistent with past practice ("additional stock options"), provided the Common Shares underlying such additional stock options do not exceed 800,000 Common Shares in aggregate and further provided such additional stock options are not subject to acceleration of vesting upon a change of control or otherwise and shall vest in increments of no more than 20% annually commencing on February 8, 2007, except that notwithstanding the foregoing, the first 20% increment shall vest no earlier than the later of February 8, 2007 and 30 days after the Effective Date;



(n)

not incur, or commit to, capital expenditures in excess of Cdn. $50 million in the aggregate during the period between the date of this Agreement and December 31, 2005, and not in excess of Cdn. $100 million in the aggregate thereafter not otherwise included in the capital expenditures budgets of the Company covering its existing operations and projects Disclosed to the Offeror, and not make any formal or informal decision or take any other action, including, but not limited to, any transfer or assignment to any Person of any ownership interest in any company or other entity involved or otherwise participating in such project or any commitment associated with any such project, to advance or otherwise proceed with any project involving capital expenditures in excess of Cdn. $100 million (or, in the case of any of the foregoing dollar amounts, the equivalent in any other currency or currencies based upon the prevailing exchange rates), in each case other than as for those capital expenditures presently contemplated and Disclosed to the Offeror;"

2.     Confirmation of Support Agreement

        The Offeror and the Company hereby confirm that the Support Agreement remains in full force and effect, unamended except as provided for in this Amending Agreement.

3.     Counterparts

        This Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first above written, by the duly authorized representatives of the parties hereto.

INCO LIMITED
By:	/s/  SCOTT M. HAND Name: Scott M. Hand Title: Chairman and Chief Executive Officer
By:	/s/  STUART F. FEINER Name: Stuart F. Feiner Title: Executive Vice President
FALCONBRIDGE LIMITED
By:	/s/  JEFFREY A. SNOW Name: Jeffrey A. Snow Title: Senior Vice President & General Counsel
By:	/s/  STEPHEN YOUNG Name: Stephen Young Title: Secretary

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SECOND AMENDING AGREEMENT

EX-99.5

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Exhibit 99.5

AMENDING AGREEMENT

        THIS AMENDING AGREEMENT made the 12^th day of January, 2006

B E T W E E N:

INCO LIMITED,
a corporation existing under the laws
of Canada,

(hereinafter called the "Offeror"),

                    - and -

FALCONBRIDGE LIMITED,
a corporation existing under the laws
of the Province of Ontario,

(hereinafter called the "Company").

        WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company (the "Original Offer") in accordance with section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company (the "Support Agreement");

        AND WHEREAS the Original Offer provided for an initial expiry time of 8:00 p.m. (Toronto time) on December 23, 2005 (the "Initial Expiry Time") and, by notice of extension dated December 14, 2005, the Offeror extended the expiry time of the Offer to 8:00 p.m. (Toronto time) on January 27, 2006;

        AND WHEREAS the Offeror proposes to extend the expiry time of the Offer further as a result of the status of the Competition Clearance Conditions (as defined in the Support Agreement);

        NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

1.     Amendments to the Support Agreement

(a)

The Offeror and the Company agree that subsection 1.1(c) of the Support Agreement is hereby amended by deleting the reference to 60 days in clause (i) of subsection 1.1(c) and substituting therefor a reference to 120 days and, accordingly, the second sentence of subsection 1.1(c) shall now read as follows:

"If the conditions set forth in paragraph (b) of Schedule A to this Agreement (the "Competition Clearance Conditions") have not been satisfied or waived by the Initial Expiry Time, the Offeror agrees that it will extend the Offer through one or more extensions for such number of days as does not exceed the lesser of: (i) an additional 120 days; and (ii) such number of days as is required for the Competition Clearance Conditions to be satisfied."

(b)

Subsection 6.1(h) is hereby amended by adding the words "and the Expiry Time" at the end of such subsection and, accordingly, subsection 6.1(h) shall now read as follows:

"(h) by the Offeror, if the Company is in default of any covenants or obligations under this Agreement or if any representation or warranty of the Company under this Agreement shall have been at the date hereof untrue or incorrect or shall have become untrue or incorrect at any time prior to the Expiry Time and such default or inaccuracy is not curable or, if curable, is not cured by the earlier of such date which is within 30 days from the date of notice of such breach and the Expiry Time;"

2.     Confirmation of Support Agreement

        The Offeror and the Company hereby confirm that the Support Agreement remains in full force and effect, unamended except as provided for in this Amending Agreement.

3.     Counterparts

        This Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

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        IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first above written, by the duly authorized representatives of the parties hereto.

INCO LIMITED
By:	/s/  SCOTT M. HAND Name: Scott M. Hand Title: Chairman and Chief Executive Officer
By:	/s/  STUART F. FEINER Name: Stuart F. Feiner Title: Executive Vice President
FALCONBRIDGE LIMITED
By:	/s/  JEFFREY A. SNOW Name: Jeffrey A. Snow Title: Senior Vice President & General Counsel
By:	/s/  STEPHEN YOUNG Name: Stephen Young Title: Secretary

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AMENDING AGREEMENT