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                                  Exhibit 10.10

                                SECOND AMENDMENT
                                     TO THE
                            PHELPS DODGE CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN

         Effective as of January 1, 1997, Phelps Dodge Corporation (the
"Company") adopted the Phelps Dodge Corporation Supplemental Savings Plan (the
"Plan") as an amendment and restatement of the Comprehensive Executive
Non-qualified Retirement and Savings Plan of Phelps Dodge Corporation. The Plan
subsequently was amended effective January 1, 1999. By this Amendment, the
Company intends to amend the Plan to change the eligibility provisions of the
Plan.

         1. The provisions of this Amendment shall be effective as of January 1,
2000 unless otherwise noted below. This Amendment shall amend only the
provisions of the Plan as set forth herein, and those provisions not expressly
amended hereby shall be considered in full force and effect.

         2. Section 3.1(a) of the Plan (Selection of Participants - General
Rule) is hereby amended and restated in its entirety as follows:

                  (a) GENERAL RULE. Any Employee who was participating in the
         Plan prior to January 1, 2000 shall continue to be eligible to
         participate in the Plan, subject to the Plan Administrator's right to
         terminate a Participant's participation pursuant to Sections 3.1(c) or
         3.4. Effective as of January 1, 2000, all Employees who are eligible to
         participate in the AICP are eligible to participate in the Plan,
         regardless of the individual Employee's AICP Grade classification. From
         such group, the Plan Administrator shall select Employees for
         participation in the Plan. The Plan Administrator's selections shall be
         made in its discretion and shall be final and binding for all purposes
         under this Plan.


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         IN WITNESS WHEREOF, PHELPS DODGE CORPORATION has caused this Second

Amendment to be executed as of this 28 day of April, 2000.

                                    PHELPS DODGE CORPORATION

                                    By: /s/ Stuart L. Marcus
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                                    Stuart L. Marcus
                                    Vice President, Human Resources


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