0000950153-06-001925 Sample Contracts

Contract

Restricted Stock Award Agreement • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York

• Contract Type
  Restricted Stock Award Agreement
• Filed
  July 26th, 2006
• Company
  Phelps Dodge Corp
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  New York

FIRST AMENDMENT (the “Amendment”) to the various Restricted Stock Award Agreements (the “RS Agreements”) by and between [ ] (the “Executive”) and Phelps Dodge Corporation, a New York corporation (the “Corporation”), dated as of , 2006. Terms used without definition herein shall have the respective meanings set forth in the applicable RS Agreement or the Corporation’s 2003 Stock Option and Restricted Stock Plan (the “Plan”).

Contract

Stock Option Agreement • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York

• Contract Type
  Stock Option Agreement
• Filed
  July 26th, 2006
• Company
  Phelps Dodge Corp
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  New York

FIRST AMENDMENT (the “Amendment”) to each of the various Stock Option Agreements (the “Option Agreements”) by and between [ ] (the “Executive”) and Phelps Dodge Corporation, a New York corporation (the “Corporation”), dated as of , 2006. Terms used without definition herein shall have the respective meanings set forth in the applicable Option Agreement or the Corporation’s 2003 Stock Option and Restricted Stock Plan (the “Plan”).

Contract

Change of Control Agreement • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York

• Contract Type
  Change of Control Agreement
• Filed
  July 26th, 2006
• Company
  Phelps Dodge Corp
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  New York

FIRST AMENDMENT (the “Amendment”) to the Change of Control Agreement (the “Agreement”) dated as of , 200 , by and between [ ] (the “Executive”) and Phelps Dodge Corporation, a New York corporation (the “Corporation”), dated as of , 2006. Terms used without definition herein shall have the respective meanings set forth in the Agreement.

Contract

Change of Control Agreement • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York

• Contract Type
  Change of Control Agreement
• Filed
  July 26th, 2006
• Company
  Phelps Dodge Corp
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  New York

FIRST AMENDMENT (the “Amendment”) to the Change of Control Agreement (the “Agreement”) dated as of January 1, 2003, by and between Arthur R. Miele (the “Executive”) and Phelps Dodge Corporation, a New York corporation (the “Corporation”), dated as of June 24, 2006. Terms used without definition herein shall have the respective meanings set forth in the Agreement.