0000950153-06-001925 Sample Contracts

Contract
Phelps Dodge Corp • July 26th, 2006 • Primary smelting & refining of nonferrous metals • 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”).

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Contract
First Amendment • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • 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
First Amendment • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • 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
First Amendment • July 26th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • 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.

Contract
Phelps Dodge Corp • July 26th, 2006 • Primary smelting & refining of nonferrous metals • 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 July , 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”).

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