EXHIBIT 10.5

                                                  January 1, 2003


Dear :

                           CHANGE OF CONTROL AGREEMENT

      Phelps Dodge Corporation (the "Corporation") considers the maintenance of
a sound and vital senior management organization to be essential to protecting
and enhancing the best interests of the Corporation and to providing value to
its shareholders. The Corporation recognizes that, as is the case with many
publicly held corporations, the continuing possibility of an unsolicited tender
offer or other takeover bid for the Corporation is unsettling to you and other
senior executives of the Corporation and its principal subsidiaries, and may
result in the departure or distraction of key management personnel to the
detriment of the Corporation and its shareholders. The Board of Directors of the
Corporation (the "Board") and the Compensation and Management Development
Committee (the "Committee") of the Board have previously determined that it is
in the best interests of the Corporation and its shareholders for the
Corporation to minimize these concerns by entering into an agreement (a "Change
of Control Agreement") which would provide you with certain benefits in the
event your employment with the Corporation terminates under certain limited
circumstances related to a Change of Control. The Corporation has had in place
for certain individuals similar agreements that expire on December 31, 2002.
Accordingly, the Corporation has determined that it is appropriate to replace
those expiring agreements with the arrangements set forth in this Change of
Control Agreement.

      These arrangements are being made and entered into to help assure a
continuing dedication by you to your duties to the Corporation, notwithstanding
the occurrence of a tender offer or other takeover bid. In particular, the Board
and the Committee believe it important, should the Corporation receive proposals
from third


                                       1

parties with respect to its future, to enable you, without being influenced or
distracted by the uncertainties of your own situation, to assess and advise the
Board whether such proposals would be in the best interests of the Corporation
and its shareholders, and to take such other action regarding such proposals as
the Board might determine to be appropriate. The Board and the Committee
understand that in the event of a tender offer or other takeover bid that
certain senior managers are at risk with respect to continuing employment
opportunities with the Corporation. In recognition of that, the Board and the
Committee wish to demonstrate to the senior executives that it is the intent of
the Board and Committee, in the event of a Change of Control, to assure that
senior executives are treated fairly in those circumstances.

      In view of the foregoing, in order to induce you to remain in the employ
of the Corporation or one of its principal subsidiaries and in further
consideration of your continued employment with the Corporation, the Corporation
and you agree to a Change of Control Agreement as follows:

      1. TERMINATION BENEFITS.

      In the event your employment with the Corporation or any subsidiary of the
Corporation terminates by reason of a "Qualifying Termination" (as the term
"Qualifying Termination" is defined below) within two years after a "Change of
Control" of the Corporation (as "Change of Control" is defined below), you shall
receive the benefits set forth in this Change of Control Agreement ("Change of
Control Benefits"). In addition, if you have not experienced a Qualifying
Termination prior to the first anniversary date of the Change of Control
("Anniversary Date"), then for a period of thirty (30) days beginning
immediately after the Anniversary Date (the "Anniversary Window Period"), you
will have a one time opportunity to elect to voluntarily terminate your
employment with the Corporation (or any subsidiary of the Corporation) and be
eligible to receive your Change of Control Benefits. Should you make an election
to voluntarily terminate your employment during the Anniversary Window Period,
your date of termination must be within that same thirty (30) day time period.
If you fail to make an election to voluntarily terminate your employment during
the Anniversary Window Period, you will have forfeited any right to such an
election for purposes of this Change of Control Agreement. You will continue to
be eligible to receive your Change of Control Benefits only if a Qualifying
Termination otherwise occurs within two years after a Change of Control.

            (a) TERMINATION PAYMENTS. The Corporation will pay you as
termination compensation within ten calendar days after your employment with the
Corporation (or any subsidiary) terminates a lump sum amount equal to the sum
of: (i) three times your highest annual base salary (not including any bonuses
under the Corporation's Annual Incentive Compensation Plan) paid or payable by
the Corporation or any subsidiary of the Corporation to you during the three
calendar years ending with the year your employment with the Corporation
terminates; plus (ii) three times your Target Bonus; less (iii) any severance,
termination, or other cash compensation payable to you under your Severance
Agreement with the Corporation or pursuant to


                                       2

any severance policy, plan, or program sponsored by the Corporation or any
subsidiary of the Corporation. For purposes of the calculation set forth in this
Section 1.(a), Target Bonus shall mean your highest annual base salary during
the twelve (12) months immediately preceding your termination of employment
times the highest target bonus percentage assigned by the Corporation's Annual
Incentive Compensation Plan to any position you held during the twelve (12)
months immediately preceding your termination of employment.

      If after the effective date of this Change of Control Agreement, the
Corporation's Annual Incentive Compensation Plan is replaced by another
incentive compensation or bonus program, your Target Bonus for purposes of this
Section 1, will be the greater of (i) the Target Bonus as determined under
Section 1.(a) as of the date of the Change of Control; (ii) the Target Bonus as
determined under Section 1.(a) as of your termination date; or (iii) the Target
Bonus as determined under Section 1.(a) except that your Target Bonus will be
calculated using the highest target bonus percentage assigned by the replacement
program to any position you held during the twelve (12) months immediately
preceding your termination of employment.

            (b) BENEFITS CONTINUATION. You will continue to receive medical,
dental, vision, long-term disability, and life insurance benefits as described
in this Section 1. (b).

                  (i) Group Medical, Dental, and Vision. You will receive group
medical, dental, and vision coverage in accordance with the terms and conditions
of the special insured group medical, dental, and vision plans sponsored by the
Corporation for certain senior executives (collectively, the "Insured Plans").
The Insured Plans are designed to be similar to the Corporation's then in effect
self-insured active group medical, dental, and vision plans. You will be
eligible to participate in the respective Insured Plans until the earlier of (1)
the end of the period of thirty-six (36) months following your termination of
employment or (2) the day on which you become eligible to receive any group
medical, dental, and vision care benefits, as the case may be, under any plan or
program of any other employer for active employees. The thirty-six (36) month
period referred to above shall run concurrently with the number of months, if
any, for which you are entitled to receive continued benefits under your
Severance Agreement with the Corporation or pursuant to any severance policy,
plan, or program sponsored by the Corporation or any subsidiary of the
Corporation. You will be responsible to contribute to the cost of the Insured
Plans at the same level, if any, you were required to contribute to receive the
similar benefits under the Corporation's group medical, dental, and vision plans
as of your termination date. In lieu of the benefits provided above, you may
elect to receive eighteen (18) months of Corporation paid continuation of
coverage under the Corporation's group medical, dental, and vision plans
pursuant to Section 601 et seq. of the Employee Retirement Income Security Act
of 1974, as it may be amended or replaced from time to time.

                  (ii) Retiree Medical Insurance. If during the two year period
after the date of the Change of Control, but after the date of your termination
of employment


                                       3

(which entitles you to benefits under this Change of Control Agreement), you
would have been eligible for early or normal retirement under the terms and
conditions of any pension or retirement plan sponsored by the Corporation (or
any subsidiary of the Corporation) in which you participate, then you will be
eligible to participate in any insured medical plan that the Corporation has in
place to provide medical benefits similar to those provided by the Corporation's
retiree medical plan (the "Retiree Insured Plan"). You will be eligible to
participate in the Retiree Insured Plan beginning on the date you would have
been eligible for an early or normal retirement had your employment not been
terminated and continuing until such time (if any) as the Corporation ceases to
provide retiree medical insurance, or the insurance available under the Retiree
Insured Plan is no longer available. Until the end of the thirty-six (36) month
period following your termination date, the Corporation will pay your full cost
of the Retiree Insured Plan. If as of your employment termination date (either
because of your Qualifying Termination within the required time period or your
voluntary termination during the Anniversary Window Period), you are eligible to
participate in the Corporation's retiree medical plan, if any, the cost of your
participation in the applicable retiree medical plan will be paid by the
Corporation for the thirty-six (36) month period following your termination
date. After the end of this thirty-six (36) month period, you will be
responsible to pay the applicable retiree contribution percentage to participate
in the Corporation's retiree medical plan. Similarly, if you are participating
in the Retiree Insured Plan, you will be required to pay the equivalent
contribution as if you had been eligible to participate in the Corporation's
retiree medical plan. The Corporation reserves the right to amend or terminate
its retiree medical plan at any time. Any such amendment or termination that
applies equally to all covered individuals also will apply to you. The
Corporation also reserves the right to amend or terminate any Retiree Insured
Plan as long as a comparable amendment or termination is being made at the same
time to the Corporation's retiree medical plan. A Retiree Insured Plan also may
be amended if such amendment is required by the insurer and a Retiree Insured
Plan may be terminated if the underlying insurance cannot be obtained from a
reputable insurer.

                  (iii) Long-Term Disability. With respect to your long-term
disability insurance coverage, you will be eligible to purchase an individual
long-term disability conversion policy directly from the insurer providing the
group benefits under the Corporation's Long-Term Disability Plan as of your
termination date. To be eligible for this coverage, you must satisfy the
insurer's requirements for coverage in effect on your termination date, and any
such conversion coverage is subject to coverage and other limitations imposed by
the insurer. The disability benefits and amount of coverage under the conversion
policy may be different than those provided to you under the Corporation's
Long-Term Disability Plan in effect on your termination date. The Corporation
will pay the cost to continue any long-term disability conversion coverage for a
period of thirty-six (36) months following your termination date. You will be
responsible for the cost of any long-term disability conversion coverage in
excess of thirty-six (36) months.


                                       4

                  (iv) Life Insurance. The disposition of your life insurance
policy or policies (the "Policies") issued under the Corporation's Executive
Life Insurance Plan ("ELIP") will be in accordance with the terms and conditions
of the ELIP. The Corporation, within ten calendar days after the date your
employment with the Corporation (or any subsidiary) terminates, will pay the
insurer of the Policies an amount sufficient to fund the Policies for a period
of thirty-six (36) months after your termination date. The Corporation will fund
the Policies for this thirty-six (36) month period in a manner similar to the
funding level before the Change of Control such that the Policies are funded for
the Policies' death benefit and the contribution towards the retiree life
insurance portion of the Policies. At the end of this thirty-six (36) month
period any additional funding required by the Policies will be your obligation.
In lieu of the payment method described above, you may elect, prior to any
payment being made, to have the Corporation fund the Policies to the same level
with annual installment payments over a three (3) year period. To the extent
that any of your life insurance coverage under the ELIP is insured under the
Corporation's group term life insurance plan, in accordance with the terms and
conditions of that insurance coverage you will be eligible to convert this
coverage to individual non-term conversion coverage as of your termination date.
To be eligible to receive this conversion coverage you must submit an
application to the insurer. Any available conversion coverage is subject to such
limitations as may be imposed by the insurer. Should you elect this individual
conversion coverage, the Corporation will pay the cost to continue your
conversion coverage for a period of thirty-six (36) months following your
termination date. You will be responsible for the cost of any conversion
coverage in excess of thirty-six (36) months.

      2. OTHER BENEFITS; LOANS.

            (a) INCENTIVE COMPENSATION PLAN. Generally, your participation in
the Corporation's Annual Incentive Compensation Plan ("AICP"), and any right
that you may have to receive a bonus thereunder for the year in which your
employment with the Corporation or any subsidiary of the Corporation terminates
or any prior year shall be governed by the terms of the AICP. If you were a
participant in the AICP at any time during the calendar year in which a Change
of Control occurs, however, you will receive at least a pro rated incentive
compensation payment for the year in which the Change of Control occurs. Your
pro rated incentive compensation payment will be calculated in two steps. The
first step will be to calculate the incentive compensation to which you would be
entitled under the AICP, calculated on the basis of the following assumptions:
(i) the annual performance period ends on the date of the Change of Control;
(ii) the financial performance of the Corporation or any of its subsidiaries for
the relevant performance period will be equal to the financial performance
measured as of the date of the Change of Control, annualized; and (iii) you
satisfy all individual subjective performance goals or measures set for you
under the AICP at the "target" performance level. The second step will be to
multiply the amount determined pursuant to the first step by a fraction, the
numerator of which is the number of days that have elapsed in the calendar year
prior to the day of the Change of Control and the denominator of which is 365.


                                       5

            (b) RETIREMENT AND SAVINGS PLANS. Any participation by you in, and
any terminating distributions and vested rights under, the Phelps Dodge
Retirement Plan, the Phelps Dodge Employee Savings Plan, the Phelps Dodge
Corporation Supplemental Retirement Plan, and the Phelps Dodge Corporation
Supplemental Savings Plan, or any other retirement or savings plan sponsored by
the Corporation, regardless of whether such plan qualifies for favorable tax
treatment, shall be governed by the terms and conditions of those respective
plans, as they may be amended from time to time.

            (c) LOANS. Any permitted indebtedness owed by you to the Corporation
or any subsidiary of the Corporation on account of advances or loans shall
become due and payable and may be deducted from the payment referred to in
Section 1 above.

            (d) OUTPLACEMENT SERVICES. You will be eligible to receive
outplacement services for a period of up to one year after your termination date
at an outplacement firm selected by the Corporation. The cost of these
outplacement services will be paid by the Corporation directly to the
outplacement firm selected, up to a maximum amount of fifteen percent (15%) of
your highest annual base salary in effect during the twelve (12) months
immediately preceding your termination date.

            (e) EXECUTIVE PHYSICALS. You will be eligible for coverage under the
Corporation's Executive Physical program for a maximum of thirty-six (36) months
after your termination date. The benefits to which you will be eligible, will be
the executive physical benefits that were in effect on the date of the Change of
Control and any executive physical benefits received will be subject to the
terms and conditions of the Executive Physical program as in effect on the date
of the Change of Control.

            (f) FINANCIAL COUNSELING. To the extent you were eligible for
financial counseling paid by the Corporation on the date of the Change of
Control, you will be eligible to continue receiving such services paid by the
Corporation for an additional thirty-six (36) months after your termination
date. The Corporation will pay the cost of these financial counseling services
directly to the applicable financial counseling firm.

      3. CONFIDENTIALITY.

      In the event your employment with the Corporation or any subsidiary of the
Corporation terminates under the circumstances specified in Section 1, you shall
retain in confidence any confidential, proprietary, or trade secret information
known to you concerning the Corporation and its subsidiaries and their
businesses so long as such information is not publicly disclosed by the
Corporation or any subsidiary of the Corporation.


                                       6

      4. CHANGE OF CONTROL DEFINED.

            For purposes of this Change of Control Agreement, a "Change of
Control" shall be deemed to have taken place at the time:

            (a) when any "person" or "group" of persons (as such terms are used
in Section 13 and 14 of the Securities Exchange Act of 1934, as amended from
time to time (the "Exchange Act")), other than the Corporation or any employee
benefit plan sponsored by the Corporation, becomes the "beneficial owner" (as
such term is used in Section 13 of the Exchange Act) of 25% or more of the total
number of the Corporation's common shares at the time outstanding; or

            (b) of the approval by the vote of the Corporation's stockholders
holding at least 50% (or such greater percentage as may be required by the
Certificate of Incorporation or By-Laws of the Corporation or by law) of the
voting stock of the Corporation of any merger or consolidation with any other
corporation (other than a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the entity surviving such merger or consolidation (the
"Surviving Entity") or its direct or indirect parent (the "Survivor Parent")),
at least 80% of the combined voting power of the securities of the Corporation
or the Surviving Entity or Survivor Parent outstanding immediately after such
merger or consolidation); sale of assets; liquidation; or reorganization in
which the Corporation will not survive as a publicly owned corporation (the
transactions described above being collectively referred to as the
"Transaction"); provided that a Change of Control will occur in the
circumstances described above only if the Transaction is ultimately consummated;
or

            (c) when the individuals who, at the beginning of any period of two
years or less, constituted the Board of Directors of the Corporation cease, for
any reason, to constitute at least a majority thereof, unless the election or
nomination for election of each new director was approved by the vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.

      5. QUALIFYING TERMINATION DEFINED.

            (a) QUALIFYING TERMINATION. For purposes of this Change of Control
Agreement, the term "Qualifying Termination" means a termination of your
employment with the Corporation or any subsidiary of the Corporation (under
circumstances where you are no longer employed by the Corporation or any such
subsidiary) (i) by you for Good Reason, or (ii) by the Corporation or a
subsidiary without Cause, and (iii) prior to your death or Disability.

            (b) CAUSE. "Cause" means willful misconduct in the performance of
your duties as an employee which results in a material detriment to the
Corporation, and its subsidiaries, taken as a whole.


                                       7

            (c) DISABILITY. For purposes of this Change of Control Agreement,
the term "Disability" shall have the meaning given to that term in the Phelps
Dodge Corporation Long-Term Disability Plan.

            (d) GOOD REASON. For purposes of this Change of Control Agreement,
the term "Good Reason" means that you have terminated your employment with the
Corporation and all subsidiaries of the Corporation under any of the following
circumstances:

                  (i) such termination occurs more than 180 days following the
                  time when a Change of Control takes place and such Change of
                  Control has not been approved by a resolution adopted by the
                  Board as constituted immediately prior to such Change of
                  Control; or

                  (ii) you terminate your employment on account of one or more
                  of the following events (and you have not agreed to such event
                  in writing):

                        (A) the assignment to you of any duties inconsistent, in
                        a way materially adverse to you, with your positions,
                        duties, responsibilities and status with the Corporation
                        and its subsidiaries immediately prior to a Change of
                        Control, or a material reduction in the duties and
                        responsibilities you held immediately prior to such
                        Change of Control; or a change in your reporting
                        responsibilities, titles or offices as in effect
                        immediately prior to such Change of Control; or any
                        removal of you from or any failure to re-elect you to
                        any position with the Corporation or any subsidiary that
                        you held immediately prior to such Change of Control
                        except in connection with your promotion or the
                        termination of your employment; or

                        (B) a reduction by the Corporation or any subsidiary of
                        the Corporation in your base salary as in effect
                        immediately prior to such Change of Control; the failure
                        by the Corporation or any such subsidiary to continue in
                        effect any employee benefit plan or compensation plan
                        (including any incentive compensation or bonus programs)
                        in which you are participating immediately prior to such
                        Change of Control unless you are permitted to
                        participate in other plans providing you with
                        substantially comparable benefits; or the taking of any
                        action by the Corporation or any such subsidiary which
                        would adversely affect your participation


                                       8

                        in or materially reduce your benefits under any such
                        employee benefit or compensation plan; or

                        (C) the Corporation's or any subsidiary's requiring you
                        to be based anywhere other than a location within 50
                        miles of your location immediately prior to such Change
                        of Control; or the Corporation's or any subsidiary's
                        requiring you to travel on the Corporation's or any
                        subsidiary's business to an extent substantially more
                        burdensome than your travel obligations immediately
                        prior to such Change of Control.

            (e) EMPLOYMENT BY SUCCESSORS. For purposes of this Change of Control
Agreement, employment by a successor of the Corporation, or a successor of any
subsidiary of the Corporation, that has assumed this Change of Control Agreement
pursuant to Section 9 shall be considered to be employment by the Corporation or
one of its subsidiaries. As a result, if you are employed by such a successor
following a Change of Control, you will not be entitled to receive the benefits
provided by Sections 1 and 2 unless your employment with the successor is
subsequently terminated in a Qualifying Termination within two (2) years after a
Change of Control or as a result of your timely election to voluntarily
terminate your employment during the Anniversary Window Period as described in
Section 1. Solely for purposes of applying the provisions of Sections 1 and 2
and the definitions set forth in Section 5, the successor shall be deemed to be
a subsidiary of the Corporation.

      6. TAX GROSS-UP.

            (a) GROSS-UP PAYMENT. In the event that the "Total Payments" made
under this Change of Control Agreement or otherwise result in an excise tax
being imposed on you pursuant to Section 4999 of the Internal Revenue Code (the
"Code"), the Corporation will provide you with a "Gross-Up Payment," calculated
in accordance with the provisions of this Section 6. "Total Payments" as used in
this Section 6, means any payments in the nature of compensation (as defined in
Code Section 280G and the regulations adopted thereunder), made pursuant to this
Change of Control Agreement or otherwise, to or for your benefit, the receipt of
which is contingent on a "change in the ownership or effective control" of the
Corporation, or a "change in the ownership of a substantial portion of the
assets of the Corporation" (as these phrases are defined in Code Section 280G
and the regulations adopted thereunder) and to which Code Section 280G applies.
Except as otherwise noted below, this Gross-Up Payment will consist of a single
lump sum payment to you. This lump sum payment will be in such an amount that
after you have paid (i) the "total presumed federal and state taxes;" and (ii)
the excise taxes imposed by Code Section 4999 with respect to the Gross-Up
Payment (and any interest or penalties actually imposed), you retain an amount
of the Gross-Up Payment equal to the remaining excise taxes imposed by Code
Section 4999 on your Total Payments (calculated before the Gross-Up Payment).
For purposes of calculating your Gross-Up Payment, your


                                       9

actual federal and state income taxes will not be used. Instead, we will use
your "total presumed federal and state taxes." For purposes of this Change of
Control Agreement, your "total presumed federal and state taxes" shall be
conclusively calculated using a combined tax rate equal to the sum of the
maximum marginal federal and applicable state income tax rates and the hospital
insurance (or "HI") portion of F.I.C.A. Based on the rates in effect for 2002
for an Arizona resident, the "total presumed federal and state tax rate" is
45.09% (38.6% federal income tax rate plus 5.04% Arizona state income tax rate
plus 1.45% HI tax rate). The state tax rate for your actual principal place of
residence will be used and no adjustments will be made for the deduction of
state taxes on the federal return, any deduction of federal taxes on a state
return, the loss of itemized deductions or exemptions, or for any other purpose.

            (b) CALCULATIONS. The Corporation, at the Corporation's sole
expense, will retain a "Consultant" to advise the Corporation with respect to
the applicability of any Code Section 4999 excise tax with respect to your Total
Payments. The Consultant shall be a law firm, a certified public accounting
firm, and/or a firm nationally recognized as providing executive compensation
consulting services. All determinations concerning whether a Gross-Up Payment is
required pursuant to Section 6 (a) and the amount of any Gross-Up Payment (as
well as any assumptions to be used in making such determinations) shall be made
by the Consultant selected pursuant to this Section. The Consultant shall
provide you and the Corporation with a written notice of the amount of the
excise taxes that you are required to pay and the amount of the Gross-Up
Payment. The notice from the Consultant shall include any necessary calculations
in support of its conclusions. All fees and expenses of the Consultant shall be
borne by the Corporation. Any Gross-Up Payment shall be made by the Corporation
within fifteen (15) calendar days after the mailing of such notice.

      As a general rule, the Consultant's determination shall be binding on you
and the Corporation. The application of the excise tax rules of Code Section
4999, however, is complex and uncertain and, as a result, the Internal Revenue
Service may disagree with the Consultant concerning the amount, if any, of the
excise taxes that are due. If the Internal Revenue Service determines that
excise taxes are due, or that the amount of the excise taxes that are due is
greater than the amount determined by the Consultant, the Gross-Up Payment will
be recalculated by the Consultant to reflect the actual excise taxes that you
are required to pay (and any related interest and penalties). Any deficiency
will then be paid to you by the Corporation within fifteen (15) calendar days of
the receipt of the revised calculations from the Consultant. If the Internal
Revenue Service determines that the amount of excise taxes that you paid exceeds
the amount due, you shall return the excess to the Corporation (along with any
interest paid to you on the overpayment) immediately upon receipt from the
Internal Revenue Service or other taxing authority.

      The Corporation has the right to challenge any excise tax determinations
made by the Internal Revenue Service. If the Corporation agrees to indemnify you
from any taxes, interest and penalties that may be imposed upon you (including
any taxes, interest and penalties on the amounts paid pursuant to the
Corporation's


                                       10

indemnification agreement), you must cooperate fully with the Corporation in
connection with any such challenge. The Corporation shall bear all costs
associated with the challenge of any determination made by the Internal Revenue
Service and the Corporation shall control all such challenges. The additional
Gross-Up Payments called for by the preceding paragraph shall not be made until
the Corporation has either exhausted its (or your) rights to challenge the
determination or indicated that it intends to concede or settle the excise tax
determination.

      You must notify the Corporation in writing of any claim or determination
by the Internal Revenue Service that, if upheld, would result in the payment of
excise taxes in amounts different from the amount initially specified by the
Consultant. Such notice shall be given as soon as possible but in no event later
than fifteen (15) calendar days following your receipt of notice of the Internal
Revenue Service's position.

      7. TERM OF AGREEMENT.

      This Change of Control Agreement is effective as of January 1, 2003 and
will continue in effect until the later of (a) December 31, 2007 or (b) two
years following a Change of Control that occurs prior to December 31, 2007.

      8. TERMINATION NOTICE AND PROCEDURE.

      Any termination of your employment by the Corporation or you within two
(2) years after a Change of Control shall be communicated by written notice of
termination, all in accordance with the following procedures:

            (a) The notice of termination shall indicate the specific
termination provision in this Change of Control Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances alleged to provide a
basis for termination.

            (b) If the Corporation notifies you of your termination for Cause
and you in good faith notify the Corporation that a dispute exists concerning
such termination within fifteen (15) calendar days following your receipt of
such notice, you may elect to continue your employment during such dispute. If
it is thereafter determined that Cause did exist, your termination date shall be
the earlier of (i) the date on which the dispute is finally determined, either
by mutual written agreement of the parties or pursuant to the arbitration
provisions set out below, or (ii) the date of your death. If it is determined
that Cause did not exist, your employment shall continue as if the Corporation
had not delivered its notice of termination.

            (c) If the Corporation notifies you of your termination by reason of
Disability and you in good faith notify the Corporation that a dispute exists
concerning such termination within fifteen (15) calendar days following your
receipt of such notice, you also may elect to continue your employment during
such dispute. The dispute relating to the existence of a Disability shall be
resolved by the opinion of the licensed


                                       11

physician selected by the Corporation; provided, however, that if you do not
accept the opinion of the licensed physician selected by the Corporation, the
dispute shall be resolved by the opinion of a licensed physician who shall be
selected by you; provided further, however, that if the Corporation does not
accept the opinion of the licensed physician selected by you, the dispute shall
be finally resolved by the opinion of a licensed physician selected by the
licensed physicians selected by the Corporation and you, respectively. If it is
thereafter determined that a Disability did exist, your termination date shall
be the earlier of (i) the date on which the dispute is resolved or (ii) the date
of your death. If it is determined that a Disability did not exist, your
employment shall continue as if the Corporation had not delivered its notice of
termination.

            (d) If you in good faith notify the Corporation of your termination
for Good Reason and the Corporation notifies you that a dispute exists
concerning the termination within fifteen (15) calendar days following the
Corporation's receipt of such notice, you may elect to continue your employment
during such dispute. If it is thereafter determined that Good Reason did exist,
your termination date shall be the earlier of (i) the date on which the dispute
is finally determined, either by mutual written agreement of the parties or
pursuant to the arbitration provisions set out below, (ii) the date of your
death, or (iii) one day prior to the second anniversary of a Change of Control,
and your payments hereunder shall reflect events occurring after you delivered
notice of termination. If it is determined that Good Reason did not exist, your
employment shall continue after such determination as if you had not delivered
the notice of termination asserting Good Reason.

            (e) If you do not elect to continue employment pending resolution of
a dispute regarding a notice of termination, and it is finally determined that
the reason for termination set forth in such notice of termination did not
exist, if such notice was delivered by you, you shall be deemed to have
voluntarily terminated your employment other than for Good Reason and if
delivered by the Corporation, the Corporation will be deemed to have terminated
you without Cause.

            (f) For purposes of this Change of Control Agreement, a transfer
from the Corporation to one of its subsidiaries or a transfer from a subsidiary
to the Corporation or another subsidiary shall not be treated as a termination
of employment.

            (g) If you elect to continue your employment pending the resolution
of a dispute pursuant to Sections 8(b), (c), or (d), the Corporation, in its
discretion, may place you on a paid administrative leave until the dispute is
resolved.

      9. ASSUMPTION BY SUCCESSORS.

      The Corporation will require any successor (whether direct or indirect, by
purchase, merger, consolidation, acquisition, or otherwise) to all or
substantially all of the business and/or assets of the Corporation or any of its
subsidiaries to expressly assume and agree to perform this Change of Control
Agreement in the same manner


                                       12

and to the same extent that the Corporation or any subsidiary would be required
to perform it if no such succession had taken place. Failure of the Corporation
to obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Change of Control Agreement and shall
entitle you to compensation from the Corporation in the same amount and on the
same terms to which you would be entitled hereunder if you terminate your
employment for either Good Reason following a Change of Control, or voluntarily
during the Anniversary Window Period, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed your termination date.

      10. MISCELLANEOUS.

            (a) ARBITRATION; RELATED EXPENSES. Any dispute or controversy
arising under or in connection with this Change of Control Agreement shall be
settled exclusively by arbitration held in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. The Corporation shall pay
on a current basis all legal expenses (including attorney's fees) incurred by
you in connection with such arbitration and the entering of such award if you
prevail, or substantially prevail, in such proceeding.

            (b) REPLACEMENT OF OTHER AGREEMENTS. This Change of Control
Agreement replaces and supersedes any agreement previously entered into between
you and the Corporation regarding the payment of compensation or benefits
following a Change of Control. This Change of Control Agreement does not replace
or supersede your Severance Agreement with the Corporation or any provision in
any stock option or restricted stock plan or agreement or any plan or program to
provide retirement or savings benefits.

            (c) EMPLOYMENT AT WILL. This Change of Control Agreement shall
neither obligate the Corporation or any subsidiary of the Corporation to
continue you in its employ (or to employ you in any particular office or to
perform any specified responsibility) nor obligate you to continue in the employ
of the Corporation or any subsidiary of the Corporation.

            (d) SUCCESSORS. This Change of Control Agreement shall be binding
upon and inure to the benefit of you, your estate and the Corporation and any
successor of the Corporation, but neither this Change of Control Agreement nor
any rights arising hereunder may be assigned or pledged by you.

            (e) GOVERNING LAW. This Change of Control Agreement shall be
governed by the laws of the State of New York.

            (f) SEVERABILITY. If any provision of this Change of Control
Agreement as applied to either party or to any circumstances shall be adjudged
by a court of competent jurisdiction to be void or unenforceable, the same shall
in no way


                                       13

affect any other provision of this Change of Control Agreement or the validity
or enforceability of this Change of Control Agreement.

            (g) AMENDMENT OR WAIVER. Except as otherwise provided in Section
10(j) of this Change of Control Agreement, no provision of this Change of
Control Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in a writing signed by you and
such officer as may be designated by the Board or a duly authorized Committee
thereof. No waiver by either party hereto at any time of any breach by the other
party hereto of any condition or provision of this Change of Control Agreement
to be performed by such other party shall be deemed a waiver of any other
condition or provision at any time.

            (h) NO DUTY TO MITIGATE. For purposes of receiving payments under
this Change of Control Agreement, you are not under any duty to mitigate the
damages resulting from your termination of employment. As a result, you will
receive the payments and other benefits provided by this Change of Control
Agreement regardless of whether you search for or obtain other work. As provided
in Section 1(b), however, your right to receive continued group medical, dental,
and vision insurance benefits will terminate if you become eligible to receive
any such medical, dental, or vision benefits under any other plan or program of
any subsequent employer.

            (i) FUNDING. The Corporation shall establish a trust to provide for
the funding of the Corporation's obligations under this and similar agreements
with other executives. The trustee of the trust shall be chosen by the
Corporation or any individual or committee to whom the Corporation delegates
that responsibility, but the trustee must be a national or state bank or trust
company. Prior to the day on which a Change of Control occurs, the Corporation
shall transfer to the trustee of the trust an amount equal to the Corporation's
total potential liability to you pursuant to Sections 1(a), 2(a), 2(d), 2(e),
2(f), 6 and 10(a). Such amount shall be determined by the Corporation acting in
good faith. If it is discovered at any time that the amount initially
transferred is less than the total amount called for by the preceding sentence,
the shortfall shall be transferred to the trustee immediately upon the discovery
of such error. Under the terms of the trust, the trustee shall be obligated to
pay to you the amount to which you are entitled pursuant to Sections 1(a), 2(a),
2(d), 2(e), 2(f), 6, and 10(a) unless such amounts are paid in a timely manner
by the Corporation or its successors. The other terms and provisions of the
trust agreement shall be determined by the Corporation and the trustee.

            (j) EFFECT OF CHANGE OF LAW. If at any time during the term of this
Change of Control Agreement any federal or state law or regulation is adopted or
modified in any way that will increase the cost of this Change of Control
Agreement to the Corporation, the Corporation reserves the right to unilaterally
modify any provision of the Agreement in any manner which it deems appropriate
to eliminate the cost increase to the Corporation, including but not limited to
eliminating the offending provision or provisions in their entirety.


                                       14

If you are in agreement with the foregoing, please so indicate by signing and
returning to the Corporation the enclosed copy of this letter, whereupon this
letter shall constitute a binding agreement between you and the Corporation.

                                    Very truly yours,

                                    PHELPS DODGE CORPORATION



                                    ______________________________________
                                    Senior Vice President, Human Resources

Agreed:


_____________________________________________          _________________________
                                                                 Date


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