10NOV200511170368

12MAR20081849528112MAR200818501303

SOUTHERN COPPERApril 23, 2008

Dear Common Stockholder:

You are cordially invited to attend the annual meeting of stockholders, which will be held at Edificio ParqueReforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec, Mexico City, Mexico, on Wednesday,May 28, 2008, at 9:00 A.M., Mexico City time. We hope you can be with us.

At the meeting, you will be asked to elect fourteen directors, to approve an amendment to our Amended andRestated Certificate of Incorporation, as amended, and to ratify the selection of PricewaterhouseCoopers S.C. asour independent accountants.

The meeting also provides you with an opportunity to review our activities and our plans and prospects forthe future.

It is important that your shares be represented at the meeting whether or not you are able to attend inperson. Therefore, you are asked to vote, sign, date, and mail the enclosed proxy card. Please do so today. InPeru, you may deliver your signed proxy card to our offices in Lima, Ilo, Toquepala, and Cuajone. In Mexico, youmay deliver your signed proxy card to our offices in Mexico City.

Sincerely,

German Larrea Mota-Velasco Oscar Gonzalez RochaChairman of the Board President and Chief

Executive Officer

11811 North Tatum Blvd., Suite 2500, Phoenix, AZ 85028, TEL (602) 494-5328Avenida Caminos del Inca No. 171, Chacarilla del Estanque, Santiago de Surco, Lima 33, Peru

TEL (511) 512-0440, ext. 3325Edificio Parque Reforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec, Mexico City, Mexico

TEL (52-55) 1103-5320

11811 North Tatum Blvd., Avenida Caminos del Inca No. 171, Edificio Parque Reforma,Suite 2500, Chacarilla del Estanque, Santiago de Surco, Campos Eliseos No. 400,Phoenix, AZ 85028 Lima 33, Peru 12th Floor, Col. Lomas de Chapultepec,

Mexico City, Mexico

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTo Be Held on May 28, 2008

To the Common Stockholders of Southern Copper Corporation:

The annual meeting of stockholders of Southern Copper Corporation will be held at Edificio ParqueReforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec, Mexico City, Mexico, on Wednesday,May 28, 2008, at 9:00 A.M., Mexico City time, for the following purposes:

(1) To elect our fourteen directors, who will serve until the 2009 annual meeting;

(2) To amend our Amended and Restated Certificate of Incorporation, as amended, to increase the numberof shares of common stock which we are authorized to issue from 320,000,000 shares to 2,000,000,000shares (as described in more detail in the proxy statement accompanying this notice);

(3) To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers S.C.as our independent accountants for calendar year 2008; and

(4) To transact such other business as may properly come before the meeting.

Stockholders of record at the close of business on May 5, 2008 (the ‘‘record date’’) will be entitled to vote atthe annual meeting. Stockholders of record who attend the annual meeting in person may withdraw their proxiesand vote in person if they wish.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held onMay 28, 2008. The proxy statement and annual report on Form 10-K are available at www.proxymaterial.com/pcu.If you wish to attend the meeting and vote your shares in person visit www.proxymaterial.com/pcu orcall: (52-55) 1103-5320, to obtain information, including directions.

By order of the Board of Directors,

/s/ ARMANDO ORTEGA GOMEZ

Armando Ortega Gomez,Secretary

Phoenix, Arizona, April 23, 2008

Your Vote is ImportantPlease mark, sign, date, and return your enclosed proxy card

PROXY STATEMENT

This proxy statement is furnished as part of the solicitation by the Board of Directors of SouthernCopper Corporation (‘‘SCC’’, ‘‘us’’, ‘‘our’’, or the ‘‘Company’’), 11811 North Tatum Blvd., Suite 2500,Phoenix, AZ 85028, USA, Avenida Caminos del Inca No. 171, Chacarilla del Estanque, Santiago deSurco, Lima 33, Peru, and Edificio Parque Reforma, Campos Eliseos No. 400, 12th Floor, Col. Lomasde Chapultepec, Mexico City, Mexico, of the proxies of all holders of common stock (the ‘‘CommonStockholders’’ or ‘‘you’’) to vote at the annual meeting to be held on May 28, 2008, and at anyadjournment thereof. This proxy statement and the enclosed form of proxy are being mailed and madeavailable electronically commencing on or about April 29, 2008, to the Common Stockholders of recordon May 5, 2008. Additional copies will be available at our offices in the United States, Lima and otherlocations in Peru, and Mexico.

Any proxy in the enclosed form given pursuant to this solicitation and received in time for theannual meeting will be voted with respect to all shares represented by it and in accordance with theinstructions, if any, given in such proxy. If we receive a signed proxy with no voting instructions given,such shares will be voted for the proposal to elect directors, for approval of the amendment to theAmended and Restated Certificate of Incorporation, as amended (the ‘‘Certificate’’), and for theproposal to ratify the selection by the Audit Committee of the Board of Directors ofPricewaterhouseCoopers S.C. (‘‘PwC’’), as our independent accountants for the calendar year 2008. Anyproxy may be revoked at any time prior to the exercise thereof by notice from you, received in writingby our Secretary, or by written ballot voted at the meeting or by delivery of a later dated proxy card.

Our outstanding shares consist of Common Stock, par value $0.01 per share (the ‘‘CommonStock’’). At the close of business on February 29, 2008 we had outstanding 294,465,650 shares ofCommon Stock. Each share of Common Stock outstanding on May 5, 2008, the record date for theannual meeting, is entitled to vote at the meeting. Each share of Common Stock is entitled to one vote.

Unless stated otherwise, references herein to ‘‘U.S. dollars’’, ‘‘dollars’’, or ‘‘$’’ are to U.S. dollars;references to ‘‘S/.’’, ‘‘nuevo sol’’ or ‘‘nuevos soles’’, are to Peruvian Nuevos Soles; and references to‘‘peso’’, ‘‘pesos’’, or ‘‘Ps.’’, are to Mexican pesos.

VOTING SECURITIES

Our Certificate provides that the number of Directors shall be fixed from time to time byresolution of a majority of the Board of Directors, provided that the number of directors shall not beless than six or more than fifteen. The Board of Directors at its meeting held on January 24, 2008 fixedthe number of directors at fourteen. The directors are elected by the Common Stockholders, with eachshare of Common Stock outstanding at the May 5, 2008 record date entitled to one vote at the annualmeeting.

A plurality of the votes cast by you is required for the election of the fourteen directors.Abstentions and broker non-votes are counted for quorum purposes but are not counted either as votescast ‘‘For’’ or ‘‘Against’’ any nominee. A broker ‘‘non-vote’’ occurs when a broker submits a proxy cardwith respect to shares of Common Stock held in a fiduciary capacity (typically referred to as being heldin ‘‘street name’’) but declines to vote on a particular matter because the broker has not receivedvoting instructions from the beneficial owner.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (‘‘DGCL’’), theamendment to our Certificate must be approved by the holders of a majority of our issued andoutstanding shares of Common Stock. Abstentions and broker non-votes will have the same effect as avote ‘‘Against’’ the proposal to amend our Certificate.

The affirmative vote of a majority of the votes cast in person or by proxy at the meeting by theholders of shares of Common Stock entitled to vote thereon is required to ratify the selection of the

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independent accountants described in this proxy statement. Abstentions and broker non-votes arecounted for quorum purposes but are not counted either as votes cast ‘‘For’’ or ‘‘Against’’ the proposalto ratify the selection of the independent accountants described in this proxy statement.

When a Common Stockholder participates in the Dividend Reinvestment Plan applicable to ourCommon Stock, the Common Stockholder’s proxy to vote shares of Common Stock will include thenumber of shares held for him by The Bank of New York, the agent under the plan. If you do not sendany proxy, the shares held for your account in the Dividend Reinvestment Plan will not be voted.

No Dissenters’ or Appraisal Rights

Stockholders who do not consent to the amendment of the Certificate as described in this proxystatement are not entitled to assert dissenters’ or appraisal rights under Section 262 of the DGCL.

Quorum

Our by-laws provide that the presence in person or by proxy of the Common Stockholders ofrecord holding a majority of the outstanding shares of Common Stock entitled to vote at the meetingshall constitute a quorum for purposes of electing directors and voting on proposals other than theelection of directors.

ELECTION OF DIRECTORS

Fourteen nominees are proposed for election by you at the annual meeting. The nominees to bevoted on by you are Emilio Carrillo Gamboa, Alfredo Casar Perez, Alberto de la Parra Zavala, XavierGarcıa de Quevedo Topete, Oscar Gonzalez Rocha, Harold S. Handelsman, German LarreaMota-Velasco, Genaro Larrea Mota-Velasco, Daniel Muniz Quintanilla, Armando Ortega Gomez, LuisMiguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, Juan Rebolledo Gout, and Carlos RuizSacristan. All of the nominees are currently serving as directors, with the exception of Mr. DanielMuniz Quintanilla who has been nominated for election at the annual meeting.

Our Certificate requires the Board of Directors to include a certain number of special independentdirectors. A special independent director is a person who (i) satisfies the independence standards of theNew York Stock Exchange (‘‘NYSE’’) (or any other exchange or association on which the CommonStock is listed) and (ii) is nominated by a Special Nominating Committee of the Board of Directors.

The Special Nominating Committee, composed of Messrs. Luis Miguel Palomino Bonilla, CarlosRuiz Sacristan (each a Special Designee), and Xavier Garcıa de Quevedo Topete (the Board Designee),has nominated Messrs. Harold S. Handelsman, Luis Miguel Palomino Bonilla, Gilberto PerezalonsoCifuentes, and Carlos Ruiz Sacristan as special independent directors. Additionally, the Board ofDirectors at its meeting held on January 24, 2008 selected Mr. Emilio Carrillo Gamboa as our fifthindependent director. For further information please see the section on ‘‘Special IndependentDirectors/Special Nominating Committee.’’

Proxies in the enclosed form will be voted, unless authority is withheld, for the election of thenominees named below. If any person should be unavailable for election, proxies will be voted foranother individual chosen by the Board of Directors as a substitute for the unavailable nominee.

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NOMINEES FOR ELECTION AS DIRECTORS

The following fourteen individuals have been nominated for election to the Board of Directors.

Common Stock Director Age Position

German Larrea Mota-Velasco . . . . . . . . . . . . . 54 Chairman of the Board and DirectorOscar Gonzalez Rocha . . . . . . . . . . . . . . . . . . 69 President, Chief Executive Officer, and

DirectorEmilio Carrillo Gamboa . . . . . . . . . . . . . . . . . 70 DirectorAlfredo Casar Perez . . . . . . . . . . . . . . . . . . . . 54 DirectorAlberto de la Parra Zavala . . . . . . . . . . . . . . . 41 DirectorXavier Garcıa de Quevedo Topete . . . . . . . . . . 61 President, Chief Executive Officer of Southern

Copper Minera Mexico, Chief OperatingOfficer of SCC, and Director

Harold S. Handelsman . . . . . . . . . . . . . . . . . . 61 DirectorGenaro Larrea Mota-Velasco . . . . . . . . . . . . . . 47 DirectorArmando Ortega Gomez . . . . . . . . . . . . . . . . . 47 Vice President, Legal, General Counsel,

Secretary, and DirectorDaniel Muniz Quintanilla . . . . . . . . . . . . . . . . 34 NomineeLuis Miguel Palomino Bonilla . . . . . . . . . . . . . 48 DirectorGilberto Perezalonso Cifuentes . . . . . . . . . . . . 65 DirectorJuan Rebolledo Gout . . . . . . . . . . . . . . . . . . . 57 DirectorCarlos Ruiz Sacristan . . . . . . . . . . . . . . . . . . . 58 Director

German Larrea Mota-Velasco, Director. Mr. Larrea has been Chairman of the Board sinceDecember 1999, Chief Executive Officer from December 1999 to October 2004, and a Director of theCompany since November 1999. He has been Chairman of the Board of Directors, President and ChiefExecutive Officer of Grupo Mexico, S.A.B. de C.V. (‘‘Grupo Mexico’’) (holding) since 1994. Mr. Larreais also the Chairman of Americas Mining Corporation (‘‘AMC’’) (holding) since 2003 and was its ChiefExecutive Officer from 2003 to September 6, 2007. Mr. Larrea has been Chairman of the Board ofDirectors and Chief Executive Officer of Grupo Ferroviario Mexicano (railroad company) since 1997.Mr. Larrea was previously Executive Vice Chairman of Grupo Mexico, and has been member of theBoard of Directors since 1981. He is also Chairman of the Board of Directors and Chief ExecutiveOfficer of Empresarios Industriales de Mexico, S.A. de C.V. (holding), Companıa PerforadoraMexico, S.A. de C.V. (drilling company), Mexico Companıa Constructora, S.A. de C.V. (constructioncompany), and Fondo Inmobiliario (real estate company), since 1992. He founded Grupo Impresa, aprinting and publishing company in 1978, remaining as the Chairman and Chief Executive Officer until1989 when the company was sold. He is also a Director of Banco Nacional de Mexico, S.A. (Citigroup),which forms part of Grupo Financiero Banamex, S.A. de C.V., Consejo Mexicano de Hombres deNegocios, and Grupo Televisa, S.A.B. He and Mr. Genaro Larrea Mota-Velasco are brothers.

Oscar Gonzalez Rocha, Director. Mr. Gonzalez Rocha has been our President since December1999 and our President and Chief Executive Officer since October 21, 2004. He has been a Director ofthe Company since November 1999. Previously, he was the Company’s President and General Directorand Chief Operating Officer from December 1999 to October 20, 2004. Mr. Gonzalez Rocha has beena Director of Grupo Mexico from 2002 to present. He was General Director of Mexicana deCobre, S.A. de C.V. from 1986 to 1999 and of Mexicana de Cananea, S.A. de C.V. from 1990 to 1999.He was an alternate Director of Grupo Mexico from 1988 to April 2002. Mr. Gonzalez Rocha is a civilengineer with a degree from the Autonomous National University of Mexico (UNAM).

Emilio Carrillo Gamboa, Director. Mr. Carrillo Gamboa has been a Director of the Company sinceMay 30, 2003 and is our fifth independent Director nominee. Mr. Carrillo Gamboa is a prominentlawyer in Mexico and has been the Senior Partner of the law firm Bufete Carrillo Gamboa, S.C., a law

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firm specializing in corporate, financial, commercial, and public utility issues, for the last five years.Mr. Carrillo Gamboa has extensive business experience and currently serves on the boards of manyprestigious international and Mexican corporations as well as charitable organizations. Since March 9,2005, he has been Chairman of the Board of The Mexico Fund, Inc. (NYSE—msxf), a nondiversifiedclosed-end management investment company. He is also Chairman of the Board of Directors ofHolcim-Apasco, S.A. de C.V. (cement company). Mr. Carrillo Gamboa was Director General ofTelefonos de Mexico, S.A. de C.V. (TELMEX) and from July 1987 to February 1989, he was Mexico’sAmbassador to Canada. Mr. Carrillo Gamboa currently serves on the boards of Grupo Modelo, S.A.B.de C.V. (beer brewing), Kimberly-Clark de Mexico, S.A.B. de C.V. (consumer products), San LuisCorporacion, S.A.B. de C.V. (automotive parts), Empresas ICA, S.A.B. de C.V. (construction), GrupoPosadas, S.A.B. de C.V., Grupo Mexico and some of its subsidiaries, Grupo Nacional Provincial, S.A.B.,Medica Integral GNP, S.A. de C.V., Profuturo GNP, S.A. de C.V. Afore, and Gasoductos de Chihuahua,S. de R.L. de C.V. and subsidiaries. He is a member of the Valuation, Contract Review and Nominatingand Corporate Governance Committees of the Mexico Fund and a member of the Audit Committee ofthe following companies: Empresas ICA, S.A.B. de C.V. since 2002, Holcim-Apasco, S.A. de C.V. since2002, Grupo Modelo, S.A.B. de C.V. since 2002, Kimberly-Clark de Mexico, S.A.B. de C.V. since 2002,San Luis Corporacion, S.A.B. de C.V. since 2002, The Mexico Fund, Inc. since 2002, Grupo Mexico andsubsidiaries since 2004, and Grupo Posadas, S.A.B. de C.V. since 2006. Except for Holcim-Apasco, S.A.de C.V., Medica Integral GNP, S.A. de C.V., Profuturo GNP, S.A. de C.V. Afore, and Gasoductos deChihuahua, S. de R.L. de C.V. and subsidiaries, which are private companies, the rest are publiccompanies listed on the Mexican Stock Exchange, and two are listed on the NYSE, The MexicoFund, Inc., and Empresas ICA, S.A.B. de C.V. Mr. Carrillo Gamboa has a law degree from theAutonomous National University of Mexico (UNAM). He also attended a continuous legal educationprogram at Georgetown University Law School, and practiced at the World Bank.

Alfredo Casar Perez, Director. Mr. Casar Perez has been a Director of the Company sinceOctober 26, 2006. He has been a member of the Board of Directors of Grupo Mexico since 1997. He isalso a member of the Board of Directors of Ferrocarril Mexicano, S.A. de C.V., an affiliated companyof Grupo Mexico, since 1998 and its Chief Executive Officer since 1999. From 1992 to 1999, Mr. CasarPerez served as General Director and member of the Board of Directors of Companıa PerforadoraMexico, S.A. de C.V. and Mexico Companıa Constructora, S.A. de C.V., two affiliated companies ofGrupo Mexico. Mr. Casar Perez served as Project Director of ISEFI, a subsidiary of BancoInternacional in 1991 and Executive Vice President of Grupo Costamex in 1985. Mr. Casar Perez alsoworked for the Real Estate Firm, Agricultural Ministry, and the Mexican College. Mr. Casar Perezholds a degree in Economics from the Autonomous Technological Institute of Mexico, ITAM, and onein Industrial Engineering from the Anahuac University. He also holds a Master’s degree in Economicsfrom the University of Chicago.

Alberto de la Parra Zavala, Director. Mr. de la Parra has been a Director of the Company sinceJuly 26, 2007. He has been the General Counsel of Grupo Mexico since February 2007. He was aPartner of Galicia y Robles, S.C., a prominent Mexican law firm, from February 2002 to January 2007.Mr. de la Parra was a Partner of Santamarina y Steta, S.C., one of the largest law firms in Mexico,from 1997 to 2002. He also worked for one year as a foreign associate with the law firm White &Case LLP in New York City. Mr. de la Parra is an accomplished Mexican attorney with broadexperience in corporate and financial matters, including mergers and acquisitions. He has representedMexican and international clients before Mexican authorities, including the Banking and SecuritiesExchange Commission, and the Stock Exchange. Additionally, Mr. de la Parra is the CorporateSecretary of the Board of Directors of Grupo Mexico, and of some of its subsidiaries. Mr. de la Parrahas a law degree from the Escuela Libre de Derecho of Mexico.

Xavier Garcıa de Quevedo Topete, Director. Mr. Garcıa de Quevedo has been a Director of theCompany since November 1999. He has been the President of Minera Mexico since September 2001 to

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date and the President and Chief Executive Officer of Southern Copper Minera Mexico and our ChiefOperating Officer since April 12, 2005. He has been the President and Chief Executive Officer of AMCsince September 7, 2007. Mr. Garcıa de Quevedo initiated his professional career in 1969 with GrupoMexico. He was President of Grupo Ferroviario Mexicano, S.A. de C.V. and of FerrocarrilMexicano, S.A. de C.V. from December 1997 to December 1999, and General Director of Explorationand Development of Grupo Mexico from 1994 to 1997. He has been a Director of Grupo Mexico sinceApril 2002. He was also Vice President of Grupo Condumex for eight years. Mr. Garcıa de Quevedo isthe Chairman of the Mining Chamber of Mexico. He is a Chemical Engineer with a degree from theAutonomous National University of Mexico (UNAM). He also attended a continuous businessadministration and finance program at the Technical Institute of Monterrey in Mexico.

Harold S. Handelsman, Director. Mr. Handelsman has been a Director of the Company sinceAugust 2002 and is a special independent Director nominee. Mr. Handelsman has been an ExecutiveVice President and General Counsel of The Pritzker Organization, LLC, a private investment firm,since 1998. Mr. Handelsman has also been a senior executive officer of Hyatt Corporation since 1978,currently serving as Senior Vice President and Secretary. He is also Executive Vice President andAssistant Secretary of Global Hyatt Corporation and serves as the Chairman of Global HyattCorporation’s Audit Committee. Mr. Handelsman was a Director and Chairman of the AuditCommittee of First Health Group Corp. (a managed care organization). He is also a Director of anumber of private corporations. He received a B.A. degree from Amherst College in 1968 (cum laude)and a J.D. from Columbia University in 1973 (James Kent Scholar).

Genaro Larrea Mota-Velasco, Director. Mr. Larrea was our Vice President, Commercial fromDecember 1999 until April 25, 2002, and has been a Director since November 1999. From April 1983to August 2002, Mr. Larrea held several positions in the areas of finance, commercial and logistics withGrupo Mexico. He has been a Director of Grupo Mexico since 1994. He is currently Chairman of theBoard of Directors of Corporacion Scribe, S.A.B. Mr. Larrea has a Bachelor’s degree in BusinessAdministration from Newport University and a Global Leadership Program certificate fromThunderbird University. He and Mr. German Larrea Mota-Velasco are brothers.

Daniel Muniz Quintanilla, Nominee. Mr. Muniz has been the Chief Financial Officer of GrupoMexico since April 2007. Prior to joining Grupo Mexico, Mr. Muniz was a practicing corporate-financelawyer from 1996 to 2006. During this time he worked at Cortes, Muniz y Nunez Sarrapy, Mijares,Angotia Cortes y Fuentes, and Baker & McKenzie (London and Mexico City offices). He holds aMaster’s degree in Financial Law from Georgetown University and a Master’s degree in BusinessAdministration from Instituto de Empresa in Madrid.

Armando Ortega Gomez, Director. Mr. Ortega has been our Vice President, Legal and Secretarysince April 25, 2002 and a Director since August 2002. He has been our General Counsel sinceOctober 23, 2003. Previously, he was our Assistant Secretary from July 25, 2001 to April 25, 2002. Hewas General Counsel of Grupo Mexico from May 2001 to February 2007. Previously, he headed theUnit on International Trade Practices of the Ministry of Economy of Mexico with the rank of DeputyVice Minister from January 1998 to mid-May 2001, and was negotiator for international matters forsaid Ministry from 1988 to May 2001.

Luis Miguel Palomino Bonilla, Director. Dr. Palomino has been a Director of the Company sinceMarch 19, 2004 and is a special independent Director nominee. Dr. Palomino has been a ManagingPartner of RMG Consultores (a financial consulting firm) since May 2007 and was previously Principaland Senior Consultant of Proconsulta International (financial consulting) since 2003. Previously he wasFirst Vice President and Chief Economist, Latin America, for Merrill Lynch, Pierce, Fenner & Smith,New York (investment banking) from 2000 to 2002. He was Chief Executive Officer, Senior Countryand Equity Analyst of Merrill Lynch, Peru (investment banking) from 1995 to 2000. Dr. Palomino hasheld various positions with banks and financial institutions as an economist, financial advisor and

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analyst. He has a PhD in finance from the Wharton School of the University of Pennsylvania,Philadelphia, and graduated from the Economics Program of the Universidad del Pacifico, Lima, Peru.

Gilberto Perezalonso Cifuentes, Director. Mr. Perezalonso has been a Director of the Companysince June 2002 and is a special independent Director nominee. He was Chief Executive Officer ofCorporacion Geo S.A. de C.V. from February 2006 to February 2007. Mr. Perezalonso was the ChiefExecutive Officer of Aeromexico (Aerovıas de Mexico, S.A. de C.V.) from 2004 until December 2005.From 1998 until April 2001, he was Executive Vice President of Administration and Finance of GrupoTelevisa, S.A.B. From 1980 until February 1998, Mr. Perezalonso held various positions with GrupoCifra, S.A. de C.V., the most recent position being that of General Director of Administration andFinance. Now he is a member of the advisory council of Banco Nacional de Mexico, S.A. de C.V., theboard and of the investment committee of Afore Banamex, the board and of the investment committeeof Siefore Banamex No. 1, and is a member of the Boards of Gigante, S.A. de C.V., Masnegocio Co. S.de R.L. de C.V., Cablevision, S.A. de C.V., Grupo Televisa, S.A.B., Telefonica Moviles Mexico, S.A. deC.V. and Construction Company Marhnos. Mr. Perezalonso is also a member of the Audit Committeeof Grupo Televisa, S.A.B. Mr. Perezalonso has a law degree from the Iberoamerican University and aMaster’s degree in Business Administration from the Business Administration Graduate School forCentral America (INCAE). Mr. Perezalonso has also attended the Corporate Finance program atHarvard University.

Juan Rebolledo Gout, Director. Mr. Rebolledo has been a Director of the Company since May 30,2003. Mr. Rebolledo has been International Vice President of Grupo Mexico since 2001. He wasDeputy Secretary of Foreign Affairs of Mexico from 1994 to 2000 and Deputy Chief of Staff to thePresident of Mexico from 1993 to 1994. Previously, he was Assistant to the President of Mexico(1989-1993), Director of the ‘‘National Institute for the Historical Studies of the Mexican Revolution’’of the Secretariat of Government (1985-1988), Dean of Graduate Studies at the National AutonomousUniversity of Mexico (UNAM), Political Science Department (1984-1985), and professor of saiduniversity (1981-1983). Mr. Rebolledo holds a law degree from UNAM, an MA in philosophy fromTulane University, and an LLM from Harvard Law School.

Carlos Ruiz Sacristan, Director. Mr. Ruiz Sacristan has been a Director of the Company sinceFebruary 12, 2004 and is a special independent Director nominee. Since November 2001, he has beenthe owner and Managing Partner of Proyectos Estrategicos Integrales, a Mexican investment bankingfirm specialized in agricultural, transport, tourism, and housing projects. Mr. Ruiz Sacristan has heldvarious distinguished positions in the Mexican government, the most recent being that of Secretary ofCommunication and Transportation of Mexico from 1995 to 2000. While holding that position, he wasalso Chairman of the Board of Directors of the Mexican-owned companies in the sector, and memberof the Board of Directors of development banks. Mr. Ruiz is currently a member of the Board ofDirectors and of the Audit, and Environmental and Technology Committees of Sempra Energy.Mr. Ruiz Sacristan holds a Bachelor’s degree in Business Administration from the Anahuac Universityof Mexico City, and an MBA degree from Northwestern University of Chicago.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Set forth below is certain information with respect to those persons who are known by us to havebeen, as of December 31, 2007, beneficial owners of more than five percent of our outstandingCommon Stock.

Southern Copper Corporation

Shares ofCommon Percent of

Stock OutstandingBeneficially Common

Owned Stock

Americas Mining Corporation11811 North Tatum Blvd., Suite 2500,Phoenix, AZ 85028(a) . . . . . . . . . . . . . . . . . . . . . . . . . 221,113,178 75.09%

(a) As a result of a two-for-one split of the Company’s outstanding Common Stock, effectiveOctober 2, 2006, each holder of record at the close of business on September 15, 2006received one additional share of common stock for each share owned. Therefore AMCcurrently owns 221,113,178 shares of our Common Stock.

BENEFICIAL OWNERSHIP OF MANAGEMENT

The information set forth below as to the shares of our Common Stock beneficially owned by thenominees, directors and executive officers named in the Summary Compensation Table below and by allnominees, directors and officers as a group is stated as of December 31, 2007.

Southern Copper Corporation

Shares ofCommon Percent of

Stock OutstandingBeneficially CommonOwned(a) Stock

German Larrea Mota-Velasco(c)(e) . . . . . . . . . . . . . . . 3,600 (b)Oscar Gonzalez Rocha(e) . . . . . . . . . . . . . . . . . . . . . . 400 (b)Emilio Carrillo Gamboa(e) . . . . . . . . . . . . . . . . . . . . . 2,000 (b)Alfredo Casar Perez . . . . . . . . . . . . . . . . . . . . . . . . . . 800 (b)Alberto de la Parra Zavala . . . . . . . . . . . . . . . . . . . . . 0Jaime Fernando Collazo Gonzalez(e) . . . . . . . . . . . . . . 800 (b)Xavier Garcıa de Quevedo Topete(e) . . . . . . . . . . . . . . 1,200 (b)Harold S. Handelsman(e) . . . . . . . . . . . . . . . . . . . . . . 2,400 (b)Genaro Larrea Mota-Velasco(e) . . . . . . . . . . . . . . . . . . 1,600 (b)Daniel Muniz Quintanilla . . . . . . . . . . . . . . . . . . . . . . 0Armando Ortega Gomez . . . . . . . . . . . . . . . . . . . . . . . 0Luis Miguel Palomino Bonilla(e) . . . . . . . . . . . . . . . . . 200 (b)Gilberto Perezalonso Cifuentes(e) . . . . . . . . . . . . . . . . 2,800 (b)Juan Rebolledo Gout(e) . . . . . . . . . . . . . . . . . . . . . . . 800 (b)Carlos Ruiz Sacristan(e) . . . . . . . . . . . . . . . . . . . . . . . 2,000 (b)All nominees, directors and officers as agroup(19) individuals(d) 18,760

(a) Information with respect to beneficial ownership is based upon information furnished byeach nominee, director or officer. Except as noted below, all nominees, directors and

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officers have sole voting and investment power over the shares beneficially owned bythem.

(b) Less than 0.5%.

(c) Mr. Larrea disclaims beneficial ownership over our shares owned by AMC, which in turnis controlled by Grupo Mexico.

(d) Includes 160 shares of Mr. Jose N. Chirinos, our Comptroller.

(e) As a result of a two-for-one split of the Company’s outstanding Common Stock, effectiveOctober 2, 2006, each holder of record at the close of business on September 15, 2006received one additional share of common stock for each share owned.

In addition, the following information is provided in satisfaction of applicable rules of theSecurities and Exchange Commission (‘‘SEC’’). Grupo Mexico, the indirect majority stockholder of theCompany, is a Mexican corporation with its principal executive offices located at Edificio ParqueReforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec, Mexico City, Mexico.Grupo Mexico’s principal business is to act as a holding company for shares of other corporationsengaged in the mining, processing, purchase and sale of minerals and other products and railwayservices. Grupo Mexico shares are listed on the Mexican Stock Exchange (GMEXICO).

The largest shareholder of Grupo Mexico is Empresarios Industriales de Mexico, S.A. de C.V.(‘‘EIM’’), a Mexican corporation. The principal business of EIM is to act as a holding company forshares of other corporations engaged in a variety of businesses including mining, construction, realestate and drilling. The Larrea family, including Mr. German Larrea, directly controls the majority ofthe capital stock of EIM and directly and indirectly controls a majority of the votes of the capital stockof Grupo Mexico.

Beneficial Ownership of Grupo Mexico SharesDirector/Officer Shares

Oscar Gonzalez Rocha . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787,245Alfredo Casar Perez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 476,631Jose N. Chirinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,535Jaime Fernando Collazo Gonzalez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,077Xavier Garcıa de Quevedo Topete . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,104Genaro Larrea Mota-Velasco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,300,000Remigio Martinez Muller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,806Vidal Muhech Dip . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000Armando Ortega Gomez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,561Juan Rebolledo Gout . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,827,959

AUDIT COMMITTEE REPORT

In 2007, the Southern Copper Corporation Audit Committee was comprised of three independentdirectors, Messrs. Emilio Carrillo Gamboa, Luis Miguel Palomino Bonilla, and Gilberto PerezalonsoCifuentes.

Mr. Emilio Carrillo Gamboa was elected to the Board on May 30, 2003 and to the AuditCommittee in July 2003. Mr. Carrillo chairs the Audit Committee. Mr. Luis Miguel Palomino Bonillawas elected to the Board and the Audit Committee on March 19, 2004. Mr. Perezalonso has been amember of the Audit Committee since June 2002.

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Our Board of Directors determined that Messrs. Luis Miguel Palomino Bonilla, GilbertoPerezalonso Cifuentes, and Emilio Carrillo Gamboa are independent of management and financiallyliterate in accordance with the requirements of the NYSE and the SEC, as such requirements areinterpreted by our Board of Directors in its business judgment. In addition, the Board of Directorsdetermined that Messrs. Luis Miguel Palomino Bonilla and Gilberto Perezalonso Cifuentes are theAudit Committee financial experts, as the Board of Directors interprets this requirement in its businessjudgment. The Board of Directors also determined that Messrs. Palomino and Perezalonso satisfy theaccounting or related financial management expertise standard required by the NYSE, as the Board ofDirectors interprets this requirement in its business judgment. The Audit Committee met seven timesin 2007, with 100% attendance by Messrs. Emilio Carrillo Gamboa and Luis Miguel Palomino Bonilla.Mr. Gilberto Perezalonso Cifuentes attended 86% of the meetings.

The Board of Directors has adopted a written charter for the Audit Committee, which is posted onour web site (www.southerncoppercorp.com). The charter for the Audit Committee sets forth theauthority and responsibilities of the Audit Committee. The functions of the Audit Committee includeapproving the engagement of independent accountants, reviewing and approving the fees, scope andtiming of their other services, and reviewing the audit plan and results of the audit. The AuditCommittee also reviews our policies and procedures on internal auditing, accounting and financialcontrols. The implementation and maintenance of internal controls are understood to be primarily theresponsibility of management.

In connection with the Audit Committee’s responsibilities, the Audit Committee has taken thefollowing actions:

(1) reviewed and discussed the consolidated audited financial statements with management andthe independent accountants;

(2) discussed with the independent accountants, PwC, the matters required to be discussed byStatements on Auditing Standards No. 61, as amended (Audit Committee Communications);

(3) received the written disclosures and the letters from PwC required by the IndependenceStandards Board Standard No. 1, (Independence Discussions with Audit Committees) and hasdiscussed with PwC its independence from us and our management;

(4) discussed with our internal and independent accountants, PwC, the overall scope and plans oftheir respective audits. The Committee meets with the internal and independent auditors, withand without management present, to discuss the results of their examinations, the evaluationsof our internal controls and the overall quality of our financial reporting;

(5) recommended, based on the reviews and discussions referred to above, to the Board ofDirectors that the audited financial statements be included in our Annual Report onForm 10-K for the year ended December 31, 2007, for filing with the SEC; and

(6) selected PwC as the Company’s independent accountants for year 2008. Such selection issubmitted for ratification by you at this annual meeting.

The Audit Committee:Emilio Carrillo GamboaLuis Miguel Palomino BonillaGilberto Perezalonso Cifuentes

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees we were or will be billed by PwC for professional servicesrendered for 2007 and 2006 fiscal years.

Fee Category 2007 Fees 2006 Fees

Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 929,000 $ 929,000Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,347,000 1,087,000Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 646,350 451,124All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715,319 1,170,278

Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,637,669 $3,637,402

Audit Fees

Audit Fees consist of fees for professional services rendered for the audit of our financialstatements and those of our subsidiaries in Mexico and Peru, and of our branches in Peru and Chile,which are included in our Annual Report on Form 10-K, and fees for the review of the financialstatements included in our quarterly reports on Form 10-Q.

Audit-Related Fees

Audit-Related Fees consist of fees for professional services provided by PwC not described aboveunder ‘‘Audit Fees’’ in connection with their audit of the effectiveness of our internal control overfinancial reporting required by the Sarbanes-Oxley Act of 2002, which amounted to $1,347,000 for the2007 fiscal year and $1,087,000 for the 2006 fiscal year.

Tax Fees

In 2007, Tax Fees consist of fees for tax services provided by PwC in connection with quarterlyfinancial or tax requirements, and certain other tax issues, amounting to $646,350.

In 2006, Tax Fees consist of fees for tax services provided by PwC in connection with quarterlyfinancial or tax requirements, which amounted to $401,557. In addition, in 2006 a fee of $49,567 waspaid in connection with certain tax issues, including those relating to the review of the possibleacquisition of the Tintaya project.

All Other Fees

In 2007, All Other Fees for services, other than those described above, consisted primarily of$130,200 for the extension of the review process of the electronic worksheets and security project plan;$62,280 for the diagnosis of the segregation of functions in the integrated system Ellipse 6.1; $27,480for the diagnosis of the supporting documentation of controls, based on actual Control Objective byInformation Technology (COBIT) frame; $23,700 for the review of the US FAS-95 pronouncements oncash flow and implicit derivatives by FAS-133 during the first quarter 2007 and additional updates;$165,000 for environmental assurance and sustainability reports; and $100,000 for consulting services bya technical specialist of the national office of PwC. Additionally, all other fees for 2007 include $76,659for the review, discussion and analysis of Audit Standard No. 5, and $130,000 for assurance andtechnical specialist involvement related to SEC, NYSE, PCAOB, and US GAAP compliance and reviewof annual Form 10-K.

In 2006, All Other Fees for services, other than those described above, consisted primarily of$311,858 for professional advisory services rendered in connection with an issue of $400 million 7.5%notes and the filing of a Form S-4 in June 2006; $72,600 for the due diligence regarding the possible

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acquisition of the Tintaya project; $125,000 for assurance and technical specialist involvement related toSEC, NYSE, PCAOB, and US GAAP compliance; $130,000 for environmental assurance andsustainability reports; $312,000 for consulting services related to improving our compliance withcorporate governance regulations and practices, including internal control procedures and issues;$88,560 for improving, based on best practices of public use, or available in the PwC’s data base, ourfinancial worksheets at the macro level; and $71,230 for improving, based on best practices of publicuse, or available in the PwC’s data base, our financial worksheets at the micro level. Additionally, AllOther Fees include $59,030 for professional services rendered by PwC for the review of accountingissues relating to a potential investment in the Company.

Audit Committee Pre-Approval Policies and Procedures

Our management defines and communicates specific projects and categories of service for whichthe advance approval of the Audit Committee is requested. The Audit Committee reviews theserequests and advises management if it approves the engagement of the independent accountants. In2007, all services provided by PwC were approved in advance by the Audit Committee.

COMPENSATION COMMITTEE REPORT

Our Company was acquired late in 1999 by Grupo Mexico, our indirect majority stockholder,which currently owns 75.09% of our stock. Because we are a controlled company as defined by theNYSE we do not have a Compensation Committee comprised entirely by independent directors. TheCompensation Committee is comprised of Messrs. German Larrea Mota-Velasco, our Chairman, OscarGonzalez Rocha, our President and Chief Executive Officer, Xavier Garcıa de Quevedo Topete, ourChief Operating Officer, and Gilberto Perezalonso Cifuentes, one of our special independent directors.

The Compensation Committee met once in 2007. Mr. Gilberto Perezalonso Cifuentes was unableto participate at the meeting but he received a complete report of the proceedings of the meeting andratified the actions of the Compensation Committee. The Compensation Committee reviewed anddiscussed the Compensation Discussion and Analysis with management of the Company. Based on saidreview and discussion, the Compensation Committee has recommended to our Board of Directors theinclusion of the Compensation Discussion and Analysis in the 2007 Annual Report on Form 10-K andthis proxy statement.

The Compensation Committee:German Larrea Mota-VelascoOscar Gonzalez RochaXavier Garcıa de Quevedo TopeteGilberto Perezalonso Cifuentes

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis relates to and should be read together with ourSummary Compensation Table and the information on related party transactions in this proxystatement.

Background and Role of Executive Officers in Determining Compensation:

The compensation of our executive officers is determined by our Chairman and other keyexecutive officers, including Mr. Oscar Gonzalez Rocha. Mr. Oscar Gonzalez Rocha does notparticipate in any decision relating to his own compensation. Similarly, Messrs. Jose N. Chirinos, ourComptroller and interim Chief Financial Officer, Xavier Garcıa de Quevedo Topete, our ChiefOperating Officer, and Armando Ortega Gomez, our Vice President, Legal, General Counsel, and

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Secretary, do not participate in any discussion relating to their respective compensations. J. EduardoGonzalez Felix did not participate in any discussion relating to his compensation.

We are providing in satisfaction of applicable rules of the SEC information regardingcompensation paid by us or by one or more of our subsidiaries to Messrs. Oscar Gonzalez Rocha,J. Eduardo Gonzalez Felix, Jose N. Chirinos, Xavier Garcıa de Quevedo Topete, Armando OrtegaGomez, and Mario Vinageras Barroso. Mr. Oscar Gonzalez Rocha joined us in late 1999 after havingan outstanding career at Grupo Mexico and has been receiving compensation from us since March2000. Mr. J. Eduardo Gonzalez Felix was our Vice President, Finance and Chief Financial Officer fromMarch 2005 until June 15, 2007. Mr. Jose N. Chirinos has more than 40 years of service with us, havingheld various positions in accounting, administration, and finance. He was appointed interim ChiefFinancial Officer from June 15, 2007 until December 31, 2007. On January 2, 2008, the Companyannounced that it had appointed Mr. Genaro Guerrero Dıaz Mercado as its Vice President, Financeand Chief Financial Officer, replacing Mr. Jose N. Chirinos. Mr. Xavier Garcıa de Quevedo Topetejoined us in September 2001 after serving as President of Grupo Ferroviario Mexicano, S.A. de C.V.and of Ferrocarril Mexicano, S.A. de C.V. Mr. Armando Ortega Gomez joined us in April 2002 afterheading the Unit on International Trade Practices of the Ministry of Economy of Mexico with the rankof Deputy Vice Minister. Mr. Ortega Gomez was previously our Assistant Secretary from July 25, 2001to April 25, 2002. Mr. Mario Vinageras Barroso joined us in April 2002. He has been CommercialDirector of Grupo Mexico since September 1994 and Corporate Director of Sales of Grupo Mexicosince June 1, 2000.

Mr. German Larrea Mota-Velasco, our Chairman, is an executive officer of Grupo Mexico and iscompensated by Grupo Mexico. Mr. Larrea has only received fees and stock awards for his services asmember of our Board of Directors. Prior to February 1, 2007, Mr. Armando Ortega Gomez, our VicePresident, Legal, General Counsel, and Secretary, was an executive officer of Grupo Mexico and wascompensated by Grupo Mexico or certain of its subsidiaries. Mr. Ortega Gomez, prior to February 1,2007, only received fees and stock awards for his services as member of our Board of Directors.

Compensation Objectives:

Our objectives in compensating our executive officers are to encourage the achievement of ourbusiness objectives and superior corporate performance by them. Our business objectives includeincreasing production and lowering costs in a safe environment, maintaining customer satisfaction,market leadership, and enhancing shareholder value. The principal objective of our compensationpractices is to reward and retain executives with key core competency critical to our long-termmanagement strategy. We reward for results rather than on the basis of seniority, tenure or otherentitlement. We believe that our executive compensation practices align compensation with our businessvalues and strategy.

What Is Our Compensation Designed to Reward?

Our compensation is designed to reward our executive officers for their efforts and dedication tous and for their ability to attract, motivate, and energize a high-performance leadership team,encouraging innovation in our employees, conceptualizing key trends, evaluating strategic decisions, andcontinuously challenging our employees to sharpen their vision and excel in performing their duties. Wealso reward our executive officers for achieving the business plans that the Board has approved, forunique accomplishments and achievements, and for their leadership in managing our affairs in thelocations in which we operate, mainly Peru and Mexico.

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Why We Choose to Compensate Our Executives?

We choose to compensate our employees, including our executive officers, to grant them basiceconomic security at levels consistent with competitive local practices. We believe that thecompensation we provide to our employees, including our executive officers, permits us to retain ourhighly skilled and qualified workforce.

We are required to grant our employees certain elements of compensation mandated by Peruvianand Mexican law, as applicable. Peruvian and Mexican law requires us to pay salaries to our employeescommensurate with each job requirements and the experience and skills of every employee. The levelof each salary is determined by us. We pay salaries and bonuses to reward and retain our excellentemployees, including our executive officers. We also provide other Company sponsored benefits toremain competitive in the Peruvian and Mexican labor markets and to reward our employees, includingour executive officers. The Peruvian five percent increase in monthly salary for each five years ofservice evolved as a benefit bargained by our labor unions and was later on extended to all salariedemployees. The Peruvian vacation bonus and vacation travel benefits evolved from our practice ofcompensating expatriate employees who worked in Peru and was later extended to certain key salariedemployees, including executive officers working in Peru.

How Do We Determine Each Element of Compensation?

The Company’s management team and Compensation Committee make the decisions to grantsalary increases and bonuses for the executive officers of the Company after a thorough analysis ofnumerous factors, including among others, the responsibilities and performance of each executiveofficer measured in the areas of production, safety and environmental responsiveness (both individuallyand as compared to other officers of the Company). In addition, management and the CompensationCommittee consider years of service, future challenges and objectives, the potential contributions ofeach officer to the future success of our Company, total executive compensation, and the Company’soverall financial performance. Peruvian and Mexican law requires us to pay salaries to our employeescommensurate with each employees’ job requirements, experience and skills, and to share 8% of theannual pre-income tax profits of our Peruvian Branch with our Peruvian employees and 10% of theannual pre-income tax profits of our Mexican operation with our Mexican employees.

In increasing base salaries for our executive officers, we use a tabulation which is revised everyyear to adjust for inflation in Mexico and Peru. The base salary increases take into account theindividual’s position, as well as his or her results and job performance in the relevant year. Base salaryincreases are not granted indiscriminately to employees. Instead, they are granted to reward individualswho facilitate the achievement of the Company’s corporate goals. Our corporate goals includeincreasing production and lowering costs in a safe environment, maintaining customer satisfaction andmarket leadership, and enhancing shareholder value.

As reflected in the Summary Compensation Table below, in 2007 we increased the base salaries ofOscar Gonzalez Rocha, Jose N. Chirinos and Mario Vinageras. The increases to each of Messrs.Gonzalez Rocha, Chirinos and Vinageras’s base salaries were granted to reflect inflation of 3.8% inMexico and 3.9% in Peru, as well as our favorable financial results of 2007, and to reward each ofthem for their performance throughout the year and their substantial contributions to the Company’soverall financial performance. The salaries of Messrs. Gonzalez Rocha and Chirinos are paid in NuevosSoles, the local currency of Peru and, therefore, reflect the 6.3% appreciation of the Nuevo Sol in 2007when converted to U.S. Dollars.

We promote our named executive officers from within our organization and we hire new executivesthrough recruiters. We also use Hay Group and Intergama, Human Resource consulting firms, whichprovide us with comparative salary data for the sought position extracted from their database relatingto comparable companies in Mexico and Peru.

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The salaries provided by the Human Resources consultants from their database are used by us asan indication of the market salaries prevailing in Peru and Mexico. In Peru, the consultants provide uswith salaries, which they report were paid or offered to potential candidates by mining companiesoperating in Peru. The reports of the Human Resources consultants have included in the past salaryinformation from Peruvian companies or their Peruvian subsidiaries, such as the following: XstrataPeru, Minera Yanacocha Peru, Compania de Minas Buenaventura S.A.A., Compania Minera AtacochaS.A.A., Minera Andina de Exploraciones S.A.A., Minsur S.A., Perubar S.A., Shougang Hierro Peru,S.A.A., and Sociedad Minera Cerro Verde S.A.A. In Mexico, the consultants have provided us withsalaries, which they reported were paid or offered to potential candidates by mining companiesoperating in Mexico. The reports of the Human Resources consultants have included in the past salaryinformation from Mexican companies or their Mexican subsidiaries, such as the following: NewmontMining Corporation, Pan American Silver Corporation, Industrias Penoles, S.A.B. de C.V., Grupo BacisS.A. de C.V., Mexicoro S.A. de C.V., Minera BHP, and Minera Phelps Dodge de Mexico S. de R.L. deC.V. The above listing is for illustration purposes only, as the list of companies used by HumanResources consultants may vary from year to year. Additionally, we have not made an independentverification of the salary information reported by the Human Resources consultants.

We factor this comparative salary information into our decision making process by targeting ourpersonnel compensation policies, including the compensation of the named executive officers, generallytoward the median and third quartile of market compensation.

In 2006 and 2007, the reported median base salaries for S&P 500 chief executives were $1,000,000and $1,030,000, respectively. Although we are not one of the constituent companies of the S&P 500index, we have a market capitalization that would permit us to compare ourselves with the companiesthat comprise the index. We have compared the 2006 and 2007 salaries of Mr. Oscar Gonzalez Rochawith the reported median base salaries of S&P 500 chief executives and determined that the salariespaid are below the reported median.

The amount and formula applicable to the other benefits are mandated by Peruvian and Mexicanlaw or are sponsored by us for all salaried employees.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, we may not deduct,with certain exceptions, compensation in excess of $1 million to the Chief Executive Officer and ourfour other highest paid executive officers as required to be reported in our proxy statement. We do notbelieve that Section 162(m) will have any immediate material impact on us because, among otherthings, our officers’ salaries do not enter into the calculation of US source taxable income. We will,however, continue to monitor our executive compensation programs to ensure their effectiveness andefficiency in light of our needs, including Section 162(m).

How Does Each Element and Our Decisions Regarding That Element Fit Into Our OverallCompensation Objectives and Affect Decisions Regarding Other Elements?

We take into account each element of compensation to determine the overall compensation of ourexecutives. It is our practice to grant relatively small salary increases commensurate with the cost ofliving increases in Peru and Mexico and tailor the amount of the incentive cash payments to balancethe amounts of compensation mandated by Peruvian and Mexican law, principally the amounts receivedas profit participations. In years in which the profit participation is high, the bonus or incentive cashpayment will be reduced. In years in which the profit participation is relatively modest, if our financialconditions permit, we tend to increase the amount paid in cash incentives.

Summary:

Our compensation practices are designed to comply with the requirements of Peruvian andMexican law and with our goals and objectives to retain our key executives and reward them

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appropriately for their positive results. We continue to monitor our compensation practices to remaincompetitive in the marketplace and to reward our executives for results that are consistent with thelong-term interest of our Company and our stockholders.

Peruvian Compensation Practices:

Our Peruvian compensation practices take into account many factors, including individualperformance and responsibilities, years of service, elements of compensation mandated by Peruvian law,future challenges and objectives, contributions to the future success of our Company, the executive’stotal compensation, and our financial performance. We may also look at the compensation levels ofcomparable companies.

Our executive officers receive cash-based compensation, which is currently paid. The cash-basecompensation has two principal components: base salary and bonus, which are discretionary, andcompensation mandated by Peruvian law. We also sponsor programs to recruit and retain qualifiedemployees working in Peru. Additionally, Grupo Mexico offers certain key employees, including ourexecutive officers, a stock purchase plan (the ‘‘Employee Stock Purchase Plan’’) under which GrupoMexico grants the participants a bonus of one share for every ten shares purchased at the end of eightyears. See the description of the Employee Stock Purchase Plan under Stock Options and StockPurchase Plans below.

The payment of bonuses is discretionary and we do not necessarily pay bonuses every year. Thepayment of bonuses and the amount of the same depend, among other things, on our financialperformance, our intensive capital investment plan, our future cash flow generation from operations,and our liquidity in general.

We do not provide compensation tied to specific pre-determined individual or Companyperformance criteria or long-term incentive compensation. Since 2000 we have not used the SouthernCopper Corporation Incentive Compensation Plan to grant incentive cash payments to our executiveofficers or to our other key employees. Also, since 2000 we have not used independent consultingorganizations to assist us with our executive compensation policies.

The cash incentive payments granted to our executives are not based on pre-establishedperformance targets or on targets that have been previously communicated to the executives. Thegranting of the award and the amount of each award are discretionary and substantially uncertain untilwe decide to award them, generally at the beginning of each year.

All our employee compensation is denominated in Peruvian Nuevos Soles. We convert thePeruvian Nuevos Soles into U.S. dollars using the average exchange rate for the applicable period.

Stock Options:

We have not granted stock options to any of our executive officers since 2000 in Peru. The StockIncentive Plan, under which options and stock awards could have been granted, expired by its terms onJanuary 1, 2006.

Stock Purchase Plans of Grupo Mexico:

Grupo Mexico offers eligible employees the Employee Stock Purchase Plan through a trust thatacquires shares of Grupo Mexico for future sales to our employees, and employees of our subsidiariesand certain affiliated companies. Sales are at the approximate fair market value. Every two yearsemployees will be able to purchase shares subscribed for purchase in the previous two years. Theemployees will pay for shares purchased through monthly payroll deductions over the eight year periodof the plan. At the end of the eight year period, Grupo Mexico will grant the participant a bonus ofone share for every ten shares purchased by the employee. If Grupo Mexico pays dividends on shares

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during the eight year period, the participant will be entitled to receive the dividend in cash for allshares that have been fully purchased and paid as of the date that the dividend is paid. If theparticipant has only partially paid for shares, the entitled dividends will be used to reduce theremaining liability owed for purchased shares. Certain key employees, including Messrs. OscarGonzalez Rocha and Jose N. Chirinos have purchased shares and received bonuses under this plan.These amounts are reflected in the Summary Compensation Table under the Stock Bonus column.

Grupo Mexico also offers a stock purchase plan for certain members of executive management.Under this plan, participants will receive incentive cash bonuses which are used to purchase up to750,000 shares of Grupo Mexico over an eight year period. Mr. Oscar Gonzalez Rocha received anincentive cash bonus in 2006, which was used to purchase shares under this plan. The amount of saidbonus is also reflected in the Summary Compensation Table under the Bonus column.

Pension Plans:

The Company has two non-contributory defined benefit pension plans covering former salariedemployees in the United States and certain former employees in Peru. Mr. Oscar Gonzalez Rocha andMr. Jose N. Chirinos are not covered by our non-contributory retirement plans. They are covered bythe Peruvian private pension system (‘‘AFP’’), a mandatory pension system. As required by Peruvianlaw, we retain every month a percentage of their salary and deposit the amount into their individualAFP accounts. The percentage of the monthly salary retained and deposited varies each year and hasranged from 8% to 10% over the years. Employees, including Mr. Chirinos, hired prior to 1995,received in 1995 a 13.53% salary increase to compensate them for the new deduction established byPeruvian law to participate in the mandatory pension system. Mr. Chirinos received a payment of$18,354 in 2007 pursuant to the requirements of the AFP law, and this amount is included in the grosssalary reported for Mr. Chirinos.

Severance Benefits:

We do not have corporate plans providing severance benefits to our executives. Our executiveofficers only receive severance benefits provided by Peruvian law. If the employee is terminated by usand he or she has a fixed-term employment agreement, Peruvian law requires that we pay the employeesalaries for the remaining of the term of his or her employment agreement. Peruvian law also providesthat if the employee has been dismissed without cause, he or she is entitled to one and one-halfmonthly salary for each year of service up to a maximum of eight years or twelve monthly salaries.Peruvian law also provides that at the termination of employment an employee will be able to withdrawthe full amount of the compensation for the years of service, known as CTS (‘‘Compensacion porTiempo de Servicios’’) in Peru, described below. Our executive officers do not have change of controlemployment agreements. Our Peruvian employees, including Mr. Jose N. Chirinos, do not haveemployment agreements.

Expatriate Employees:

Pursuant to Peruvian laws concerning expatriate employees, Mr. Oscar Gonzalez Rocha enteredinto an employment agreement. The employment agreement is in effect for a term of one year andmay be extended for additional periods. In accordance with the terms of the employment agreement,the Company has agreed to provide Mr. Oscar Gonzalez Rocha (and any other expatriate employees)with benefits as required by Peruvian law. Under the employment agreement, Mr. Oscar GonzalezRocha may resign at any time by providing us with 30 days’ notice. The employment agreement alsoprovides that we may dismiss Mr. Oscar Gonzalez Rocha for serious offenses as established by Peruvianlaw. Terminated employees are also entitled to receive severance benefits as required by Peruvian law.Our non-Peruvian contract employees and their dependents receive travel benefits to return to theirhome country at the end of each year and return to Peru at the commencement of each year of the

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contract. Additionally, this benefit includes travel to their home country at the termination of thecontract.

Discretionary Cash Compensation:

(a) Base Salary:

Mr. Gonzalez Rocha and Mr. Chirinos received, respectively, $456,007 and $189,443 in 2007, and$405,764 and $178,754 in 2006 as annual salary.

The base salary of Mr. Oscar Gonzalez Rocha increased 12% in 2007 and 10% in 2006. The basesalary of Mr. Jose N. Chirinos increased 6% in 2007 and 4% in 2006. Mr. Oscar Gonzalez Rocha’s basesalary at the commencement of his services with us is reflected in an employment agreement mandatedby Peruvian law. The base salaries of our executive officers follow the guidelines of salaries of otherkey employees of the Company.

(b) Bonus:

Mr. Oscar Gonzalez Rocha received a cash incentive payment of $143,538 in 2007, and $353,137 in2006 in recognition of his performance and to reward him for his leadership, vision and focus.Mr. Gonzalez Rocha’s bonus for 2006 includes a cash bonus used to purchase Grupo Mexico shares,which is reflected in the Summary Compensation Table under the Bonus column. Mr. Jose N. Chirinosalso received a cash incentive payment of $41,377 in 2007, and $38,668 in 2006, also in recognition ofhis extraordinary performance. Also, see ‘‘Stock Purchase Plans of Grupo Mexico’’ above.

Peruvian Mandated Cash Compensation:

(a) Profit Sharing in the Profits of Our Peruvian Branch:

Peruvian law requires that we, as well as all other mining companies in Peru, share 8% of theannual pre-income tax profits of our Branch with all our workers (salaried and non-salaried). Thisbenefit is payable in cash to each employee in an amount not to exceed 18 times his or her monthlysalary. The excess is paid to a Peruvian pro-employment fund and to the regional governments wherewe operate, that is to say, the regional governments of Lima, Arequipa, Moquegua, and Tacna in Peru.

Mr. Gonzalez Rocha and Mr. Chirinos received, respectively, $565,250 and $311,489 in 2007 as aparticipation in the pre-tax earnings of our Peruvian Branch.

(b) Peruvian Legal Holiday Bonuses:

Peruvian law also requires payment each year of one month’s salary to each employee as a bonusfor Peruvian Independence holidays and Christmas.

In 2007, Mr. Gonzalez Rocha received $82,334 and Mr. Chirinos received $44,339 as PeruvianIndependence holidays and Christmas bonus.

(c) Termination of Employment Compensation or CTS:

Additionally, as compensation for years of service or CTS, Peruvian law requires a deposit of onetwelfth of an employee’s annual salary, vacation, travel, Independence holidays, Christmas, dependentsand service award bonus, each year, for each employee (whether Peruvian or expatriate) working inPeru, as applicable. This amount is deposited in a local bank of the employee’s choosing, in anindividual account, which accrues interest paid by said bank. For all legal purposes, the chosen bankacts as trustee of the deposited amounts. The CTS funds can only be fully withdrawn when theemployee terminates employment.

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In 2007, we deposited for Mr. Gonzalez Rocha $49,394 and for Mr. Chirinos $25,448 as CTScompensation.

(d) Peruvian Mandated Company Housing:

Peruvian mining law requires that we provide residences at our operations in Toquepala, Cuajone,and Ilo for all our salaried and non-salaried employees, including for Mr. Oscar Gonzalez Rocha.

Cash Compensation under Company Sponsored Programs:

(a) Vacation Compensation:

We provide vacation bonuses for all our salaried employees and payment for vacation travel to allour key salaried employees.

In 2007, Mr. Gonzalez Rocha received $38,716 and Mr. Chirinos received $17,471 as vacationbonus and travel.

(b) Five Percent Benefit or ‘‘Quinquenio’’:

We also provide voluntarily to all salaried employees and to non-salaried employees underagreement with our local labor unions, a benefit consisting of five percent of the monthly salary foreach period of five years of service. We call this benefit, colloquially in Peru, the ‘‘quinquenio.’’

In 2007, Mr. Gonzalez Rocha received $22,801 and Mr. Chirinos received $65,675 as quinquenio.

Personal Benefits:

(a) Company Housing:

We provide a corporate residence in Lima, which Mr. Oscar Gonzalez Rocha uses when heconducts business activities at our Lima headquarters.

(b) Travel Benefits:

In 2007, we provided travel benefits not directly related to the performance of Mr. Oscar GonzalezRocha’s functions, which are reflected in the Summary Compensation Table under the All OtherCompensation column.

(c) Company Provided Car and Driver:

Mr. Oscar Gonzalez Rocha and Mr. Jose N. Chirinos and other key salaried employees areprovided with a Company car and a driver. We consider that the use of Company cars by Mr. GonzalezRocha and Mr. Chirinos and other key salaried employees is not a personal benefit but is integrally anddirectly related to the performance of their functions as key executives or salaried employees of one ofthe largest companies in Peru, is required for security reasons, and is consistent with local practice.

Mexican Compensation Practices:

Our Mexican compensation practices also take into account many factors, including individualperformance and responsibilities, years of service, elements of compensation mandated by Mexican law,future challenges and objectives, contributions to the future success of our Company, the executivetotal compensation, and our financial performance. We may also look at the compensation levels ofcomparable companies.

Our executive officers receive cash-based compensation, which is currently paid. The cash-basecompensation has two principal components: base salary and bonus, which are discretionary, and

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compensation mandated by Mexican law. We also sponsor programs to recruit and retain qualifiedemployees working in Mexico.

The payment of bonuses is discretionary and we do not necessarily pay bonuses every year. Thepayment of bonuses and the amount of the same depend, among other things, on our financialperformance, our intensive capital investment plan, our future cash flow generation from operations,and our liquidity in general.

We do not provide compensation tied to specific pre-determined individual or Companyperformance criteria or long-term incentive compensation. Also, we do not use independent consultingorganizations to assists us with our executive compensation policies in Mexico.

The cash incentive payments granted to our executives are not based on pre-establishedperformance targets or on targets that have been previously communicated to the executives. Thegranting of the award and the amount of each award are discretionary and substantially uncertain untilwe decide to award them, generally at the beginning of each year.

All our Mexican employee compensation is denominated in Mexican Pesos. We convert theMexican Pesos into U.S. dollars using the average exchange rate for the applicable period.

Stock Options:

We have not granted stock options to any of our executive officers since 2000 in Mexico. TheStock Incentive Plan, under which options and stock awards could have been granted, expired by itsterms on January 1, 2006.

Stock Purchase Plans of Grupo Mexico:

Grupo Mexico offers a stock purchase plan for certain members of executive management. Underthis plan, participants will receive incentive cash bonuses which are used to purchase up to 750,000shares of Grupo Mexico over an eight year period. Certain key employees, includingMessrs. J. Eduardo Gonzalez Felix and Xavier Garcıa de Quevedo Topete received incentive cashbonuses which were used to purchase shares under this plan. The amounts of said bonuses are reflectedin the Summary Compensation Table under the Bonus column.

Pension Plan:

Retirement benefits of our employees in Mexico are covered by the Mexican social security systemmandated by Mexican law. In addition, certain of our Mexican subsidiaries participate in a definedcontribution pension plan, which complements the retirement benefits granted under the Mexicansocial security system.

Under the Mexican pension plan, non-union employees of Industrial Minera Mexico, S.A. de C.V.,and participating subsidiaries who have completed ten continuous years of employment with theparticipating subsidiary, including Messrs. J. Eduardo Gonzalez Felix, Xavier Garcıa de QuevedoTopete, Armando Ortega Gomez and Mario Vinageras Barroso earn the right to receive certainbenefits upon retirement at the normal retirement age of 70 or upon early retirement on or after age60. An employee may chose to retire at age 75 only upon receiving the proper consent of theparticipating company.

Employees contribute 3% of their monthly base salary to the plan and the employer matches theemployees’ contributions with an additional 3%. The funds are then invested in treasury or inmarketable securities. The fiduciary of such investment funds is an institution authorized by theMexican government. The plan is administered by a technical committee comprised of at least threeunpaid individuals (who may be employees of the participating companies), which are appointed by the

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Company. The plan may be amended or terminated at any time at the Company’s discretion, but suchamendment or termination must preserve acquired rights of the employees.

Regardless of the manner in which an employee’s employment is terminated, he/she is entitled toreceive his/her employee contributions and any amounts earned during his/her term of employment.Any severance benefits received by the terminated employee will be deducted from any employercontribution to be received under the plan. In the event of the retirement of an employee, he/she isentitled to receive amounts accrued under the plan.

Severance Benefits:

We do not have corporate plans providing severance benefits to our executives in Mexico. Ourexecutive officers only receive severance benefits provided by Mexican law or negotiated by us when weundertake workforce reductions at our operations. Our executive officers in Mexico do not have changeof control or employment agreements.

Discretionary Cash Compensation:

(a) Base Salary:

Mr. J. Eduardo Gonzalez Felix received $100,718 in 2007 and $222,323 in 2006, Mr. Xavier Garcıade Quevedo Topete received $410,231 in 2007 and $411,062 in 2006, Mr. Armando Ortega Gomezreceived $285,800 in 2007, and Mr. Mario Vinageras Barroso received $191,400 in 2007 and $189,400 in2006 as annual salary.

The base salary of Mr. J. Eduardo Gonzalez Felix reflects his salary through June 15, 2007. Thebase salary of Xavier Garcıa de Quevedo Topete decreased 0.20% in 2007. The base salary of MarioVinageras Barroso increased 7.00% in 2007. The base salaries of our executive officers follow theguidelines of salaries of other key employees of the Company.

(b) Bonus:

Mr. J. Eduardo Gonzalez Felix received $45,781 in 2007 and $131,133 in 2006, Mr. Xavier Garcıade Quevedo Topete received $124,885 in 2007 and $344,977 in 2006, Mr. Armando Ortega Gomezreceived $41,321 in 2007, and Mr. Mario Vinageras Barroso received $47,500 in 2007 and $44,600 in2006 as cash incentive payments in recognition of their performance. Mr. J. Eduardo Gonzalez Felix’sbonus for 2006 and Mr. Xavier Garcıa de Quevedo Topete’s bonuses for 2007 and 2006 includeamounts used to purchase Grupo Mexico shares. The amounts of said bonuses are reflected in theSummary Compensation Table under the Bonus column.

Mexican Mandated Cash Compensation:

(a) Profit Sharing in the Profits of Our Mexican Operations:

Mexican law requires that we, as well as all other mining companies in Mexico, share 10% of theannual pre-tax profits of our operations with all our workers (salaried and non-salaried). This benefit ispayable in cash to each employee.

Mr. J. Eduardo Gonzalez Felix received $18,344 in 2007 as a participation in the pre-income taxearnings of our Mexican operations. Mr. Xavier Garcıa de Quevedo Topete does not participate in thesharing of the profits of our Mexican operations. Mr. Armando Ortega Gomez received $16,568 as aparticipation in the pre-income tax earnings of our Mexican operations in 2007. Additionally,Mr. Mario Vinageras Barroso received $19,600 in 2007 as a participation in the pre-income tax earningsof our Mexican operations.

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(b) Mexican Legal Holiday Bonuses:

Mexican law also requires payment each year of at least 15 days’ salary to each employee, with atleast one completed year of service, as a bonus for Christmas. We give our employees in Mexico onemonth’s salary as Christmas bonus.

Mr. Xavier Garcıa de Quevedo Topete received $39,024, Mr. Armando Ortega Gomez received a$21,693, and Mr. Mario Vinageras Barroso received $17,900 as Christmas bonus in 2007.Mr. J. Eduardo Gonzalez Felix also received a Christmas bonus in 2007, which is reflected in theSummary Compensation Table under the All Other Compensation column.

(c) Vacation Compensation:

We provide vacation bonuses for all our salaried employees, with at least one completed year ofservice, including our executive officers in Mexico, as required by Mexican law. This vacation bonusconsists of at least 25% of the salary earned during the vacation period. Messrs. J. Eduardo GonzalezFelix, Xavier Garcıa de Quevedo Topete and Mario Vinageras Barroso received vacation bonuses for2007, which are reflected in the Summary Compensation Table under the All Other Compensationcolumn.

Cash Compensation under Company Sponsored Programs:

(a) Pension Plan:

We offer our employees of Industrial Minera Mexico, S.A. de C.V. and participating subsidiariesthe possibility of joining a defined contribution pension plan. In 2007, Mr. Xavier Garcıa de QuevedoTopete received $12,307 as employer contribution under our pension plan. Messrs. J. EduardoGonzalez Felix, Armando Ortega Gomez, and Mario Vinageras Barroso also received employercontributions under our pension plan, which are reflected in the Summary Compensation Table underthe All Other Compensation column. A more detailed description of the principal features of thepension plan can be found under ‘‘Pension Plan,’’ above.

(b) Savings Plan:

We offer our employees the possibility of saving up to 13% of their salaries and we match thisamount with our own contributions (but never in excess of ten times the minimum monthly salary).These amounts are invested by us in marketable securities. Amounts can be withdrawn at any time withproper notice after ceasing participation in the plan. In 2007, Messrs. J. Eduardo Gonzalez Felix,Xavier Garcıa de Quevedo Topete, Armando Ortega Gomez, and Mario Vinageras Barroso receivedcontributions under our savings plan, which are reflected in the Summary Compensation Table underthe All Other Compensation column.

Personal Benefits:

(a) Company Provided Car and Driver:

Messrs. J. Eduardo Gonzalez Felix, Xavier Garcıa de Quevedo Topete, Armando Ortega Gomez,Mario Vinageras Barroso, and other key salaried employees are provided with a Company car.Messrs. Xavier Garcıa de Quevedo Topete and Armando Ortega Gomez are also provided a driver. Weconsider that the use of Company cars by Messrs. J. Eduardo Gonzalez Felix, Xavier Garcıa deQuevedo Topete, Armando Ortega Gomez, Mario Vinageras Barroso, and other key salaried employeesis not a personal benefit but is integrally and directly related to the performance of their functions askey executives or salaried employees of one of the largest companies in Mexico, is required for securityreasons, and is consistent with local practice.

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(b) Company Housing and Other Benefits:

Employees of certain of our Mexican units reside in town sites at La Caridad and Cananea mines,where we have built approximately 2,000 houses and apartments and 275 houses and apartments,respectively. Employees of other units principally reside on the grounds of the mining or processingcomplexes in which they work and we have built approximately 900 houses and apartments for suchemployees. Housing, together with maintenance and utility services, is provided at minimal cost to mostof our employees. Our town sites and housing complexes include educational and, in some units,medical facilities, churches, social clubs, shopping centers, banking and other services. At certain units,health care is provided free of charge to employees and their families. None of our executives workingin Mexico receive these benefits.

EXECUTIVE COMPENSATION

Set forth below is certain information concerning the compensation paid by us, or by one or moreof our subsidiaries, to Messrs. Oscar Gonzalez Rocha, J. Eduardo Gonzalez Felix, Jose N. Chirinos,Xavier Garcıa de Quevedo Topete, Armando Ortega Gomez, and Mario Vinageras Barroso for servicesrendered in all capacities to us for the fiscal year ended December 31, 2007 and December 31, 2006.Mr. German Larrea, our Chairman, received no compensation from us in 2007 and 2006 for servicesother than as a director. Mr. Armando Ortega Gomez also did not receive any compensation from usin 2006 for services other than as a director.

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Summary Compensation Table(a)

Gross Annual Compensation

Stock All OtherName and Principal Bonus CompensationPosition Year Salary Bonus (b) (c) Total

Oscar Gonzalez Rocha . . . . . . . . . . . 2007 $456,007 $143,538 $4,167 $781,983 $1,385,695President and CEO 2006 $405,764 $353,137 — $757,188 $1,516,089

J. Eduardo Gonzalez Felix . . . . . . . . 2007 $100,718 $ 45,781 — $ 37,165 $ 183,664Former Vice President and CFO 2006 $222,323 $131,133 — $ 47,184 $ 400,640

Jose N. Chirinos . . . . . . . . . . . . . . . 2007 $189,443 $ 41,377 $ 615 $464,422 $ 695,857Comptroller, Interim CFO 2006 $178,754 $ 38,668 — $455,128 $ 672,550

Xavier Garcıa de Quevedo Topete . . 2007 $410,231 $124,885 $ 86,701 $ 621,817President, CEO of Southern Copper 2006 $411,062 $344,977 — $112,831 $ 868,870Minera Mexico, & COO of SCC

Armando Ortega Gomez . . . . . . . . . 2007 $285,800 $ 41,321 — $ 51,224 $ 378,345Vice President, Legal, GeneralCounsel and Secretary

Mario Vinageras Barroso . . . . . . . . . 2007 $191,400 $ 47,500 — $ 55,242 $ 294,142Vice President, Commercial 2006 $189,400 $ 44,600 — $ 43,082 $ 277,082

(a) Compensation for all of our Peruvian and Mexican employees is denominated, respectively, inPeruvian Nuevos Soles and Mexican Pesos. We convert the Peruvian Nuevos Soles and MexicanPesos into U.S. dollars using the average exchange rate for the applicable period. The average ratefor Peruvian Nuevos Soles was 3.126 Nuevos Soles for each U.S. dollar. The average rate forMexican Pesos was 10.9266 Mexican Pesos for each U.S. dollar.

(b) Messrs. Gonzalez Rocha and Chirinos received a bonus in shares valued at $4,167 and $615,respectively, in 2007 under the Employee Stock Purchase Plan of Grupo Mexico.

(c) All Other Compensation for Mr. Oscar Gonzalez Rocha consists mainly of:

(i) Cash Compensation Mandated by Peruvian Law:

• $565,250 in 2007 as profit sharing in the profits of our Peruvian Branch;

• $82,334 in 2007 as Peruvian legal holiday bonus; and

• $49,394 in 2007 as termination of employment or CTS.

(ii) Cash Compensation Under Company Sponsored Programs:

• $38,716 as vacation bonus and travel paid by us in 2007; and

• $22,801 in 2007 as five percent benefit or Quinquenio.

(iii) Personal Benefits:

• Use of our corporate Lima residence in 2007; and

• Travel benefits not directly related to the performance of Mr. Oscar Gonzalez Rocha’s functionsin 2007.

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All Other Compensation for Mr. J. Eduardo Gonzalez Felix consists mainly of:

(i) Cash Compensation Mandated by Mexican Law:

• $18,344 in 2007 as profit sharing in the profits of our Mexican operations;

• 2007 Mexican legal holiday bonus; and

• 2007 vacation bonus.

(ii) Cash Compensation Under Company Sponsored Programs:

• 2007 contributions under our Mexican pension and savings plan.

All Other Compensation for Mr. Jose N. Chirinos consists mainly of:

(i) Cash Compensation Mandated by Peruvian Law:

• $311,489 in 2007 as profit sharing in the profits of our Peruvian Branch;

• $44,339 in 2007 as Peruvian legal holiday bonus; and

• $25,448 in 2007 as termination of employment or CTS.

(ii) Cash Compensation Under Company Sponsored Programs:

• $17,471 in 2007 as vacation bonus and travel; and

• $65,675 in 2007 as five percent benefit or Quinquenio.

All Other Compensation for Mr. Xavier Garcıa de Quevedo Topete consists mainly of:

(i) Cash Compensation Mandated by Mexican Law:

• $39,024 in 2007 as Mexican legal holiday bonus; and

• 2007 vacation bonus.

(ii) Cash Compensation Under Company Sponsored Programs:

• $12,307 in 2007 as contribution under our Mexican pension plan; and

• 2007 contribution under our Mexican savings plan.

(iii) Director Fees:

• $22,000 in 2007 as director’s fees.

All Other Compensation for Mr. Armando Ortega Gomez consists mainly of:

(i) Cash Compensation Mandated by Mexican Law:

• $16,568 in 2007 as profit sharing in the profits of our Mexican operations; and

• $21,693 in 2007 as Mexican legal holiday bonus.

(ii) Cash Compensation Under Company Sponsored Programs:

• 2007 contributions under our Mexican pension and savings plans.

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All Other Compensation for Mr. Mario Vinageras Barroso consists mainly of:

(i) Cash Compensation Mandated by Mexican Law:

• 2007 profit sharing in the profits of our Mexican operations;

• $17,900 in 2007 as Mexican legal holiday bonus; and

• 2007 vacation bonus.

(ii) Cash Compensation Under Company Sponsored Programs:

• 2007 contributions under our Mexican pension and savings plans.

Option Grants, Exercises, and Fiscal Year-End Values

No options were granted in 2007. The Stock Incentive Plan, under which options and stock awardscould have been granted, expired by its terms on January 1, 2006.

Option Exercises and Fiscal Year-End Values

No options were exercised in 2007.

Retirement Plans

None of our executive officers are covered by our pension plans.

Severance Benefit

As described above in the Compensation Discussion and Analysis, we provide severance benefits asrequired by Peruvian and Mexican law.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION INCOMPENSATION DECISIONS

Messrs. German Larrea Mota-Velasco, Alfredo Casar Perez, Alberto de la Parra Zavala, JuanRebolledo Gout, and Daniel Muniz Quintanilla, our directors representing Grupo Mexico, areexecutive officers of Grupo Mexico or its affiliates. Messrs. German Larrea Mota-Velasco, OscarGonzalez Rocha, Xavier Garcıa de Quevedo Topete, and Gilberto Perezalonso Cifuentes comprise theCompensation Committee of the Board. See also ‘‘Certain Transactions.’’

RELATED PARTY TRANSACTIONS

In 2007, we had entered into certain transactions in the ordinary course of business with partiesthat are controlling stockholders or their affiliates. These transactions include the lease of office space,air transportation and construction services and products and services relating to mining and refining.We lend and borrow funds among affiliates for acquisitions and other corporate purposes. Thesefinancial transactions bear interest and are subject to review and approval by senior management, asare all related party transactions.

Grupo Mexico, our ultimate parent and our majority indirect stockholder, and our affiliates,provide various services to us. In 2007, these services were principally related to accounting, legal, tax,financial, treasury, human resources, price risk assessment and hedging, purchasing, procurement andlogistics, sales and administrative and other support services. We pay Grupo Mexico Servicios, S.A. deC.V., a subsidiary of Grupo Mexico, for these services. The total amount paid by us to Grupo MexicoServicios, S.A. de C.V. for such services in 2007 was $13.8 million, of which $7 million were paid by our

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Peruvian operations and the balance of $6.8 million by our Mexican operations. We expect to continueto pay for these support services in the future.

Our Mexican operations paid fees of $11 million in 2007, primarily for freight services provided byFerrocarril Mexicano, S.A. de C.V., a subsidiary of Grupo Mexico.

In addition, our Mexican operations paid $14.5 million in 2007 for construction services providedby Mexico Constructora Industrial, S.A. de C.V., an indirect subsidiary of Grupo Mexico.

The Larrea family controls a majority of the capital stock of Grupo Mexico, and has extensiveinterests in other businesses, including oil drilling services, construction, aviation and real estate. Weengage in certain transactions in the ordinary course of business with other entities controlled by theLarrea family relating to mining and refining services, the lease of office space, and air transportationand construction services. In connection with this, we paid fees of $2.5 million in 2007 for maintenanceservices and sale of vehicles provided by Mexico Companıa de Productos Automotrices, S.A. de C.V., acompany controlled by the Larrea family. Also, in 2007, we paid fees of $0.8 million for drilling servicesprovided by Perforadora Mexico, S.A de C.V, a company controlled by the Larrea family. Additionally,in the third quarter of 2006, one of our Mexican subsidiaries provided a short-term interest bearingloan of $10.6 million to Mexico Transportes Aereos, S.A. de C.V. (‘‘MexTransport’’) for the purchase ofan airplane, which was paid in the first quarter of 2007. MexTransport, a company controlled by theLarrea family, provides aviation services to our Mexican operations. Our Mexican subsidiaries haveprovided a guaranty for a new $10.8 million loan obtained by MexTransport. The guaranty provided toMexTransport is backed up by the transport services provided by MexTransport to our Mexicansubsidiaries. The Company paid fees of $1.2 million in 2007 to MexTransport for aviation services.

Additionally, in 2007 we purchased $6.3 million of industrial material from Higher TechnologyS. A. C., and paid $0.7 million for maintenance services to Servicios y Fabricaciones MecanicasS. A. C., companies in which Mr. Carlos Gonzalez, a son of our President and Chief Executive Officer,has a proprietary interest. In addition, we purchased $0.7 million in 2007 of industrial material fromSempertrans France Belting Technology and $0.3 million from PIGOBA, S. A. de C. V. Mr. AlejandroGonzalez, a son of our President and Chief Executive Officer, is employed as a sales representative ofSempertrans and has a proprietary interest in PIGOBA. The Company purchased $3.6 million in 2007of industrial material and services from Breaker, S.A. de C.V., a company in which Mr. Jorge Gonzalezhas a proprietary interest. Mr. Jorge Gonzalez is the son-in-law of our President and Chief ExecutiveOfficer.

It is anticipated that in the future we will enter into similar transactions with such parties.

During 2007, the Audit Committee reviewed and did not object to any of the related partytransactions reported in this proxy statement. Our Audit Committee recognizes that related partytransactions present a heightened risk of conflicts of interest and/or improper valuation (or theperception thereof) and therefore adopted a policy on January 24, 2007, and amended it onFebruary 23, 2007, which is followed in connection with all of our related party transactions. This policyformalizes the procedures followed by the Audit Committee for previous years. Related parties arethose defined as such by the SEC. Our policy requires us to report all related party transactions in ourfilings with the SEC and as required by accounting requirements.

It is our policy that the Audit Committee shall review all related party transactions. The Companyis prohibited from entering or continuing a material related party transaction that has not beenreviewed and approved or ratified by the Audit Committee. Our Certificate specifically provides thatthe Company is prohibited from engaging in any material affiliate transaction unless the transaction hasbeen reviewed by a committee of at least three members of the Board of Directors, each of whom mustsatisfy the independence standards of the NYSE (or any other exchange or association on which theCommon Stock is listed). A material affiliate transaction is defined as a transaction, business dealing or

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material financial interest in any transaction, or any series of transactions between Grupo Mexico orone of its affiliates (other than us or any of our subsidiaries), on the one hand, and us or one of oursubsidiaries, on the other hand, that involves an aggregate consideration of more than $10,000,000. Webelieve that the Audit Committee is best suited to review any material affiliate transaction.

The Audit Committee may delegate authority to grant such approvals or ratifications to one ormore members of the Audit Committee with the requirement that such member or members presentany decisions made pursuant to such delegated authority to the full Audit Committee at its nextscheduled meeting.

Management reports all related party transactions to the Audit Committee at each meeting.Material related party transactions are reported to the full Board of Directors. There is a presumptionthat the Audit Committee has approved or ratified the related party transaction if it has reviewed thetransaction and made no observations or objections to same.

In reviewing a related party transaction the Audit Committee considers all of the relevant factorssurrounding the transaction including:

(1) whether there is a valid business reason for us to enter into the related party transactionconsistent with the best interests of the Company and our stockholders;

(2) whether the transaction is negotiated on an arm’s length basis on terms comparable to thoseprovided to unrelated third parties or on terms comparable to those provided to employeesgenerally;

(3) whether the Audit Committee determines that it has been duly apprised of all significantconflicts that may exist or may otherwise arise on account of the transaction, and it believes,nonetheless, that we are warranted in entering into the related party transaction and havedeveloped an appropriate plan to manage the potential conflicts of interest;

(4) whether the rates or charges involved in the transaction are determined by competitive bids,or the transaction involves the rendering of services as a common or contract carrier, or publicutility, at rates or charges fixed in conformity with law or governmental authority;

(5) whether the transaction involves services as a bank depositary of funds, transfer agent,registrar, trustee under a trust indenture, or similar services; and/or

(6) whether the interest of the related party or that of a member of the immediate family of therelated party arises solely from the ownership of our class of equity securities and all holdersof that class of our equity securities received the same benefit on a pro rata basis.

‘‘CONTROLLED COMPANY’’ EXCEPTION TO NYSE RULES

A company of which more than 50% of the voting power is held by a single entity, a ‘‘controlledcompany,’’ need not comply with the requirements of the NYSE corporate governance rules requiring amajority of independent directors and independent compensation and nomination/corporate governancecommittees.

We are a controlled company as defined by the rules of the NYSE. Grupo Mexico currently ownsindirectly 75.09% of our stock. We have taken advantage of the exceptions to the corporate governancerules of the NYSE. We have four special independent directors nominated by the Special NominatingCommittee, Messrs. Harold S. Handelsman, Luis Miguel Palomino Bonilla, Gilberto PerezalonsoCifuentes, and Carlos Ruiz Sacristan. Mr. Emilio Carrillo Gamboa is our fifth independent director. Atits meeting on January 24, 2008, the Board of Directors determined that Messrs. Harold S.Handelsman, Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, Carlos Ruiz Sacristan andEmilio Carrillo Gamboa are independent of management in accordance with the requirements of theNYSE as such requirements are interpreted by our Board of Directors in its business judgment.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines, Committee Charters and Code of Ethics

We have adopted Corporate Governance Guidelines for the Board of Directors and charters forthe Audit, Special Nominating, Governance, and Compensation Committees. We also have in place aCode of Business Conduct and Ethics that apply to our principal executive officer, principal financialofficer, comptroller, all officers, directors and our employees, including the persons performingaccounting or financial functions. The Corporate Governance Guidelines, Code of Business Conductand Ethics, and Committee charters, may be accessed free of charge by visiting our web site atwww.southerncoppercorp.com. Copies of these documents are also available in print by written requestdirected to our Secretary, at Southern Copper Corporation, 11811 North Tatum Blvd., Suite 2500,Phoenix, AZ 85028, or at Southern Copper Corporation, Av. Caminos del Inca 171, Chacarilla delEstanque, Santiago de Surco, Lima-33, Peru or at Southern Copper Corporation at Edificio ParqueReforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec, Mexico City, Mexico. Weintend to report any amendments to, or waiver from, a provision of the Code of Business Conduct andEthics that applies to the principal executive officer, principal financial officer, principal accountingofficer, comptroller and other persons performing similar functions.

Executive Session of Non-Management Directors

In accordance with Section 303A.03 of the corporate governance rules of the NYSE, an executivesession of non-management directors is scheduled on the occasion of each of our regularly scheduledBoard meetings. For such purpose, our Chairman invites the non-management directors to hold theexecutive session and all other members are asked to leave the boardroom. The non-managementdirectors decide on each occasion if there are matters that warrant holding the executive session andthe directors designate for each session, the director who will preside at each executive session. Thispolicy is disclosed in Section 5.4 of our Corporate Governance Guidelines posted on the Company’sweb site at www.southerncoppercorp.com.

Corporate Governance Committee

The primary functions of the Corporate Governance Committee are (a) to consider and makerecommendations to the Board concerning the appropriate function and needs of the Board, (b) todevelop and recommend to the Board corporate governance principles, and (c) to oversee evaluation ofthe Board and management. The Committee is comprised of Messrs. German Larrea-Mota Velasco,Oscar Gonzalez Rocha, Xavier Garcıa de Quevedo Topete, and Emilio Carrillo Gamboa. TheCommittee did not meet in 2007.

The Committee has the authority to delegate any of its authority to subcommittees designated bythe Corporate Governance Committee, to the extent permitted by law. The Corporate GovernanceCommittee has the sole authority to retain and terminate any counsel or other advisors, including soleauthority to approve the fees and other retention terms.

Special Independent Directors/Special Nominating Committee

The Special Nominating Committee functions as a special committee to nominate specialindependent directors to the Board. Pursuant to our Certificate, a special independent director is anydirector who (i) satisfies the independence requirements of the NYSE Listed Company Manual (or anyother exchange or association on which the Common Stock is listed) and (ii) is nominated by theSpecial Nominating Committee. The Special Nominating Committee has the right to nominate anumber of special independent directors based on the percentage of our Common Stock owned by allholders of our Common Stock, other than Grupo Mexico and its affiliates.

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The Special Nominating Committee consists of three directors, two (2) of whom are Luis MiguelPalomino and Carlos Ruiz Sacristan (each an ‘‘Initial Member’’ and, together with their successors,‘‘Special Designees’’) and such other director, currently Xavier Garcıa de Quevedo Topete, as may beappointed by the Board of Directors or the ‘‘Board Designee’’. The Board Designee will be selectedannually by the Board of Directors. The Special Designees will be selected annually by the members ofthe Board who are special independent directors or Initial Members. Only special independentdirectors can fill vacancies on the Special Nominating Committee. Any member of the SpecialNominating Committee may be removed at any time by the Board of Directors for cause. Theunanimous vote of all members of the nominating committee will be necessary for the adoption of anyresolution or the taking of any action.

Our Certificate provides that the number of special independent directors on the Board ofDirectors at any given time shall be equal to (a) the total number of directors on the Board ofDirectors multiplied by (b) the percentage of Common Stock owned by all of the stockholders (otherthan Grupo Mexico and its affiliates), rounded up to the next whole number. Notwithstanding theforegoing, the total number of persons nominated as special independent directors cannot be less thantwo or greater than six.

The Special Nominating Committee has nominated Messrs. Harold S. Handelsman, Luis MiguelPalomino Bonilla, Gilberto Perezalonso Cifuentes, and Carlos Ruiz Sacristan as special independentdirectors. Mr. Emilio Carrillo is our fifth independent director. At its meeting on January 24, 2008, theBoard of Directors approved the nomination of special independent directors made by the SpecialNominating Committee and endorsed the determination made by the Special Nominating Committeethat Messrs. Harold S. Handelsman, Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes,and Carlos Ruiz Sacristan are independent of management in accordance with the requirements of theNYSE, as such requirements are interpreted by the Special Nominating Committee and our Board ofDirectors in their respective business judgments. The Board of Directors also determined thatMr. Emilio Carrillo is independent of management in accordance with the requirements of the NYSEas such requirements are interpreted by our Board of Directors in its business judgment.Notwithstanding the foregoing, the power of the Special Nominating Committee to nominate specialindependent directors is subject to the rights of the stockholders to make nominations in accordancewith our by-laws.

The Special Nominating Committee did not meet in 2007, except to make the above-mentionednominations and determinations prior to the 2007 annual meeting of stockholders. The SpecialNominating Committee considers and makes recommendations to the Board of Directors with respectto the nominations for special independent directors. The Committee considers recommendations forspecial independent director nominees to the Board of Directors from all sources. Recommendationsfor special independent director nominees should be sent in writing to our Secretary.

The Special Nominating Committee’s Charter sets forth that it shall have the authority to:

• consider and recruit candidates to fill the positions on the Board allocated to specialindependent directors taking into account the Board’s current composition and corecompetencies and the needs of the Board as a whole;

• apply criteria for Board membership that require special independent directors to satisfy theindependence requirements, possess financial and business competency, high ethical standardsand integrity, intelligence and judgment, sufficient time to devote to our matters, and a historyof achievement;

• review and consider candidates from all sources;

• conduct appropriate and necessary inquiries into the backgrounds and qualifications of possiblecandidates;

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• recommend the special independent director nominees for approval by the Board and you;

• fill any vacancy created by the removal, resignation or retirement from the Board of any specialindependent director; and

• evaluate annually the Committee’s own performance and the adequacy of the charter, and reporton the same to the Board.

The Committee has the authority to delegate any of its authority to subcommittees designated bythe Committee, to the extent permitted by law. However, the Committee has the sole authority toretain and terminate any advisor, including counsel and any search firm used to identify specialindependent director candidates, and to approve the fees and other retention terms of said advisors.

COMPENSATION OF DIRECTORS

2007 Director Compensation Table

Fees Earnedor Paid in Stock

Name Cash ($) Awards ($) Total ($)

German Larrea Mota-Velasco(a) . . . . . . . . . . . . $ 44,000 $ 32,120 $ 76,120Oscar Gonzalez Rocha . . . . . . . . . . . . . . . . . . . . — — —Emilio Carrillo Gamboa(a) . . . . . . . . . . . . . . . . $ 86,000 $ 32,120 $118,120Alfredo Casar Perez(a) . . . . . . . . . . . . . . . . . . . $ 44,000 $ 32,120 $ 76,120Jaime Fernando Collazo Gonzalez(a) . . . . . . . . . $ 44,000 $ 32,120 $ 76,120Alberto de la Parra Zavala(a) . . . . . . . . . . . . . . $ 22,000 $ 32,120 $ 54,120Xavier Garcıa de Quevedo Topete(a) . . . . . . . . . $ 22,000 $ — $ 22,000Harold S. Handelsman(a) . . . . . . . . . . . . . . . . . $ 44,000 $ 32,120 $ 76,120Genaro Larrea Mota-Velasco(a) . . . . . . . . . . . . . $ 44,000 $ 32,120 $ 76,120Armando Ortega Gomez . . . . . . . . . . . . . . . . . . $ — $ — $ —Luis Miguel Palomino Bonilla(a) . . . . . . . . . . . . $ 86,000 $ 32,120 $118,120Gilberto Perezalonso Cifuentes(a) . . . . . . . . . . . $ 74,000 $ 32,120 $106,120Juan Rebolledo Gout(a) . . . . . . . . . . . . . . . . . . $ 44,000 $ 32,120 $ 76,120Carlos Ruiz Sacristan(a) . . . . . . . . . . . . . . . . . . $ 44,000 $ 32,120 $ 76,120

(a) Individuals domiciled outside Peru are subject to a 30% income tax withholding.

Each non-employee director receives compensation in the amount of $20,000 per year and $6,000for attendance in person at each meeting. For attendance by telephone conference the compensation is$1,000 for each meeting. All Directors are reimbursed by us for all meeting related expenses.

We have a Directors’ Stock Award Plan pursuant to which directors who are not compensated asour employees are entitled to an award of 400 shares of Common Stock upon election to the Boardand 400 additional shares of Common Stock following each annual meeting of stockholders thereafter.This reflects the two-for-one stock split, which became effective on October 2, 2006. This Plan willexpire by its terms on January 31, 2016.

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The information set forth below reflects the shares of our Common Stock granted under theDirectors’ Stock Award Plan outstanding as of December 31, 2007.

Southern Copper Corporation

Shares of CommonStock Beneficially

Owned

German Larrea Mota-Velasco . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600Oscar Gonzalez Rocha . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400Emilio Carrillo Gamboa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000Alfredo Casar Perez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800Alberto de la Parra Zavala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0Jaime Fernando Collazo Gonzalez . . . . . . . . . . . . . . . . . . . . . . . . 800Xavier Garcıa de Quevedo Topete . . . . . . . . . . . . . . . . . . . . . . . . 1,200Harold S. Handelsman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,400Genaro Larrea Mota-Velasco . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,600Daniel Muniz Quintanilla . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0Armando Ortega Gomez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0Luis Miguel Palomino Bonilla . . . . . . . . . . . . . . . . . . . . . . . . . . . 200Gilberto Perezalonso Cifuentes . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,800Juan Rebolledo Gout . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800Carlos Ruiz Sacristan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000

ATTENDANCE OF DIRECTORS

The Board of Directors met four times at its regularly scheduled meetings in 2007, with 100%attendance by all directors, except Mr. Gilberto Perezalonso, which attended 75% of the meetings.Mr. Alberto de la Parra Zavala also had 100% attendance of the two meetings he was eligible toattend.

We do not have a policy requiring attendance by directors at the annual meeting of stockholders.Mr. Oscar Gonzalez Rocha, our President, chaired the 2007 annual meeting of stockholders.Messrs. Armando Ortega Gomez, Jaime Fernando Collazo Gonzalez, and Juan Rebolledo Goutattended. The absence of all other directors was excused.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

You or other persons wishing to write to our Board of Directors or a specified director orcommittee of the Board should send correspondence to our Secretary at Southern Copper Corporation,11811 North Tatum Blvd., Suite 2500, Phoenix, AZ 85028, or at Southern Copper Corporation, Av.Caminos del Inca 171, Chacarilla del Estanque, Santiago de Surco, Lima-33, Peru, or at SouthernCopper Corporation, Edificio Parque Reforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas deChapultepec, Mexico City, Mexico.

All communications so received from you or other interested parties will be forwarded to themembers of the Board of Directors, or to a specific Board member or committee if so designated bysuch person. Anyone who wishes to communicate with a specific Board member or committee shouldsend instructions asking that the material be forwarded to the director or to the appropriate committeechairman.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on our records and other information, we believe that all filing requirements of the SECapplicable to our executive officers, directors, and ten percent or more owners were complied with for2007, except that Mr. Luis Miguel Palomino Bonilla, one of our directors, filed one late report coveringthe disposition of 1,800 shares on August 15, 2007 and Mr. Alberto de la Parra Zavala, another one ofour directors, filed one late report covering the disposition of 400 shares on September 17, 2007.

APPROVAL OF PROPOSALS BY STOCKHOLDERS

The Board of Directors recommends that you vote FOR the following proposals.

PROPOSAL TO ELECT OURFOURTEEN DIRECTORS

The Board of Directors recommends that you vote in favor of the election of Emilio CarrilloGamboa, Alfredo Casar Perez, Alberto de la Parra Zavala, Xavier Garcıa de Quevedo Topete, OscarGonzalez Rocha, Harold S. Handelsman, German Larrea Mota-Velasco, Genaro Larrea Mota-Velasco,Daniel Muniz Quintanilla, Armando Ortega Gomez, Luis Miguel Palomino Bonilla, GilbertoPerezalonso Cifuentes, Juan Rebolledo Gout, and Carlos Ruiz Sacristan as directors of the Company torepresent you.

PROPOSAL TO AMEND OUR CERTIFICATE TO INCREASE THENUMBER OF AUTHORIZED SHARES OF COMMON STOCK

On March 6, 2008, the Board of Directors unanimously adopted a resolution recommending thatour stockholders approve an amendment to our Certificate to increase the aggregate number of sharesof Common Stock which we are authorized to issue from 320,000,000 shares to 2,000,000,000 shares.The Board urges you to carefully read the entire text of this amendment, which is included inAppendix A to this proxy statement and incorporated herein by reference.

Our Board of Directors believes that it is in our best interest to amend our Certificate to increasethe number of authorized shares of Common Stock. The amendment will have the effect of allowingthe Company to issue more shares of Common Stock. The Company’s management is consideringrecommending a stock split to the Board of Directors, but there can be no assurance that the Board ofDirectors will take any action to effect a stock split.

Other than as indicated above, we do not currently have any plans, proposals or arrangements(written or otherwise) to issue any of the additional shares (including any proposals to acquire anybusiness or engage in any investment opportunity with the additional shares). When issued, theadditional shares of Common Stock will have the same rights and privileges as the shares of CommonStock currently authorized and outstanding. No holder of any of our shares of Common Stock haspreemptive rights. Therefore, no stockholder will have any preferential right to purchase any additionalshares of our Common Stock when the new shares are issued.

Pursuant to Section 242 of the DGCL, the amendment to our Certificate must be approved by theholders of a majority of our issued and outstanding shares of Common Stock. If approved by theCommon Stockholders, this proposed amendment will become effective upon the filing of a Certificateof Amendment with the Secretary of State of the State of Delaware. The amendment is reflected in theCertificate of Amendment, which is included in Appendix A hereto and incorporated herein byreference.

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PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers S.C. were our independent accountants continuously from 1962 until1999. PricewaterhouseCoopers S.C. is a world-class global auditing firm and is the world’s leadingauditing firm for the mining industry. They have been our independent accountants since 2003. OnJanuary 23, 2008, the Audit Committee selected PricewaterhouseCoopers S.C. as our independentaccountants for 2008.

The Board of Directors recommends that you ratify the selection by the Audit Committee of theBoard of Directors of PricewaterhouseCoopers S.C. as our independent accountants for the calendaryear 2008.

PricewaterhouseCoopers S.C. has advised us that neither the firm nor any of its members have anydirect or material indirect financial interest in us or our subsidiaries. A representative ofPricewaterhouseCoopers S.C. will be present at the stockholders’ meeting. The representative will havean opportunity to make a statement and will be available to respond to appropriate questions.

PROPOSALS AND NOMINATIONS OF STOCKHOLDERS

Under SEC rules, proposals of stockholders intended to be presented at our 2009 annual meeting ofstockholders must be received by us at our principal executive office in the United States (11811 NorthTatum Blvd., Suite 2500, Phoenix, AZ 85028, USA) by December 30, 2008 to be considered for inclusion inour proxy statement and form of proxy.

In addition, Section 2.03 of our by-laws, which deals with Notice of Stockholder Business andNominations, provides that Common Stockholders seeking to nominate a director or propose businessto be considered at an annual meeting of stockholders must give written notice to our Secretaryregarding the proposed nominee and/or proposed business to be considered no less than 90 days normore than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly,your nominations or proposals intended to be presented at our 2009 annual meeting of stockholdersmust be received by us by February 27, 2009 but not before January 27, 2009 (unless the date of the2009 annual meeting is advanced by more than 30 days or delayed by more than 60 days from the firstanniversary of the 2008 meeting).

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OTHER INFORMATION

We are not aware of any other matters to be considered at the meeting. If any other mattersproperly come before the meeting, the persons named in the enclosed form of proxy are ratified to andwill vote said proxy in accordance with their judgment on such matters.

The cost of soliciting proxies in the accompanying form will be borne by us. GeorgesonShareholder Communications Inc. has been employed to solicit proxies by mail, telephone or personalsolicitation for net fees to be paid by us of $1,000, plus reasonable out-of-pocket expenses. A numberof our regular employees, without additional compensation, may solicit proxies personally or by mail ortelephone.

Southern Copper CorporationArmando Ortega Gomez,Secretary

Phoenix, AZ, April 23, 2008

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Appendix A

CERTIFICATE OF AMENDMENTOF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDEDOF

SOUTHERN COPPER CORPORATION

Southern Copper Corporation (the ‘‘Corporation’’), a corporation duly organized and existingunder and by virtue of the General Corporation Law of the State of Delaware (‘‘DGCL’’), DOESHEREBY CERTIFY:

1. The name of the corporation is Southern Copper Corporation.

2. The Amended and Restated Certificate of Incorporation, as amended, (the ‘‘Charter’’) of theCorporation is hereby amended by striking out the first sentence of Article FOUR of theCharter and by substituting in lieu of said sentence of Article FOUR the following newsentence:

The total number of shares of capital stock which the Corporation shall have authority toissue is 2,000,000,000 (two billion) shares, par value one cent ($0.01) per share.

3. The foregoing amendment to the Charter was duly adopted in accordance with the provisionsof Sections 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by itsauthorized officer on this day of May, 2008.

SOUTHERN COPPER CORPORATION

By:

Name:Title:

A-1