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                                                                    EXHIBIT 10.9

                            PHELPS DODGE CORPORATION

                            SUPPLEMENTAL SAVINGS PLAN
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                            SUPPLEMENTAL SAVINGS PLAN
                                TABLE OF CONTENTS

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ARTICLE I...................................................................        1
ARTICLE II..................................................................        1
      2.1 DEFINITIONS.......................................................        1
      2.2 CONSTRUCTION......................................................        5
ARTICLE III.................................................................        5
      3.1 SELECTION OF PARTICIPANTS.........................................        5
      3.2 DISCONTINUANCE OF PARTICIPATION...................................        6
      3.3 ADOPTION BY AFFILIATES............................................        6
      3.4 CHANGE IN AFFILIATE STATUS........................................        6
      3.5 SPECIAL ARRANGEMENTS..............................................        6
ARTICLE IV..................................................................        7
      4.1 PARTICIPANT CONTRIBUTIONS.........................................        7
      4.2 MATCHING CONTRIBUTIONS............................................        8
      4.3 PROFIT SHARING CONTRIBUTIONS......................................        8
ARTICLE V...................................................................        9
      5.1 SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS............................        9
      5.2 HARDSHIP..........................................................        9
      5.3 ACCELERATION OF BENEFITS..........................................       10
      5.4 LIMITATION ON DISTRIBUTIONS.......................................       10
ARTICLE VI..................................................................       10
      6.1 TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS..................       10
      6.2 INVESTMENT EARNINGS OR LOSSES.....................................       11
      6.3 INVESTMENT DIRECTION..............................................       11
      6.4 FORFEITURES.......................................................       12
ARTICLE VII.................................................................       12
      7.1 VESTING...........................................................       12
ARTICLE VIII................................................................       13
      8.1 TIME OF PAYMENT...................................................       13
      8.2 PARTICIPATION ELECTIONS...........................................       13
      8.3 METHOD OF PAYMENT.................................................       14
      8.4 BENEFICIARY DESIGNATIONS..........................................       15
      8.5 LIMITATION ON DISTRIBUTIONS.......................................       15
ARTICLE IX..................................................................       15
      9.1 ADOPTION OF TRUST.................................................       15
      9.2 POWERS OF THE PLAN ADMINISTRATOR..................................       16
      9.3 CREATION OF COMMITTEE.............................................       16
      9.4 APPOINTMENT OF AGENTS.............................................       17
      9.5 CONFLICT OF INTEREST..............................................       17
      9.6 ACTION TAKEN BY COMPANY...........................................       17
      9.7 DELEGATIONS OF AUTHORITY..........................................       17
      9.8 INDEMNIFICATION...................................................       17
</TABLE>

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<TABLE>
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ARTICLE X...................................................................       18
      10.1 APPLICATION FOR BENEFITS NOT REQUIRED............................       18
      10.2 CLAIMS PROCEDURE.................................................       18
ARTICLE XI..................................................................       21
      11.1 ANTI-ALIENATION CLAUSE...........................................       21
      11.2 PERMITTED ARRANGEMENTS...........................................       21
      11.3 PAYMENT TO MINOR OR INCOMPETENT..................................       22
      11.4 UNDERPAYMENT OR OVERPAYMENT OF BENEFITS..........................       22
ARTICLE XII.................................................................       22
      12.1 AMENDMENT........................................................       22
      12.2 MERGER OR CONSOLIDATION OF COMPANY...............................       22
      12.3 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS...........       23
ARTICLE XIII................................................................       23
      13.1. LIMITATION ON PARTICIPANTS' RIGHTS..............................       23
      13.2. STATUS OF PARTICIPANTS AS UNSECURED CREDITORS...................       23
      13.3 CANCELLATION OR REDUCTION OF ACCOUNTS............................       23
      13.4 EXCEPTION TO CONTRIBUTION RULE...................................       24
      13.5. STATUS OF TRUST FUND............................................       24
      13.6. FUNDING UPON A CHANGE OF CONTROL................................       24
      13.7. UNIFORM ADMINISTRATION..........................................       25
      13.8. HEIRS AND SUCCESSORS............................................       25
      13.9 NO LIABILITY FOR ACCELERATION OF PAYMENTS........................       25

</TABLE>


                                       ii
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                            PHELPS DODGE CORPORATION

                            SUPPLEMENTAL SAVINGS PLAN

                                    ARTICLE I

                                    PREAMBLE

      Phelps Dodge Corporation (the "Company"), a corporation organized and
existing under the laws of the State of New York, previously adopted the
Comprehensive Executive Nonqualified Retirement and Savings Plan of Phelps Dodge
Corporation (the "Comprehensive Plan"). The Comprehensive Plan consisted,
primarily, of supplemental executive retirement provisions and supplemental
savings provisions. The Company previously split the Comprehensive Plan into two
separate plans and replaced the supplemental savings provisions of the
Comprehensive Plan with the Phelps Dodge Corporation Supplemental Savings Plan
(the "Plan"), the terms and provisions of which are set forth in this Plan
document.

      By the adoption of this document, the Company amends and restates the Plan
in its entirety. This amended and restated Plan document is effective, generally
as of January 1, 2003 (the "Effective Date"), but special effective dates may
apply to particular provisions, as noted below. All amounts previously deferred
by Participants or contributed by the Company or any other Employer pursuant to
the supplemental savings provisions of the Comprehensive Plan, as well as any
amounts credited or charged to a Participant's accounts pursuant to the
supplemental savings provisions of the Comprehensive Plan, shall be governed by
the terms and conditions of this amended and restated Plan document.

      The purpose of this Plan is to provide a select group of management or
highly compensated employees of the Company and certain of its affiliates with
the opportunity to defer a portion of their compensation and to receive related
contributions from their Employers. As a result, the Plan shall be considered to
be a "top hat plan", exempt from many of the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA"). This Plan is not intended to
"qualify" for favorable tax treatment pursuant to Section 401(a) of the Internal
Revenue Code of 1986 (the "Code") or any successor section or statute.

                                   ARTICLE II

                                   DEFINITIONS

2.1   DEFINITIONS.

      When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not begin a sentence, the word or
phrase shall generally be a term defined in this Section 2.1 or in the Preamble.
The following words and phrases used in the Plan with the initial letter
capitalized shall have the meanings set forth in this Section 2.1, unless a
clearly different meaning is required by the context in which the word or phrase
is used:



                                       1
<PAGE>
      (a) "ACCOUNT" OR "ACCOUNTS" means the accounts which may be maintained by
the Plan Administrator to reflect the interest of a Participant under the Plan.

      (b) "AFFILIATE" means (1) a corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Code) as is the Company, (2) any other trade or business (whether or not
incorporated) controlling, controlled by, or under common control with the
Company (within the meaning of Section 414(c) of the Code), (3) any other
corporation, partnership, or other organization which is a member of an
affiliated service group (within the meaning of Section 414(m) of the Code) with
the Company, and (4) any other corporations, partnerships, or other
organizations which are otherwise required to be aggregated with the Company
pursuant to Section 414(o) of the Code.

      (c) "AICP" means the Phelps Dodge Annual Incentive Compensation Plan, as
in effect and as may be amended from time to time or any plan or program that
specifically replaces the AICP.

      (d) "BASE SALARY" means the total regular salary paid by an Employer to a
Participant during the Plan Year. "Base Salary" excludes commissions, bonuses,
overtime, living or other allowances, contributions by an Employer under this
Plan or any other employee benefit plan of the Employer (excluding employee
salary deferrals under this Plan or the Savings Plan), or other extra,
incentive, premium, contingent, supplemental, or additional compensation, all as
determined and defined by the Plan Administrator in the exercise of its
discretion. For purposes of Sections 4.2 (Matching Contributions.) and 4.3
(Profit Sharing Contributions.), only the Base Salary paid to the Participant
during the portion of the Plan Year in which the Participant is an "eligible
Participant" pursuant to Section 4.2 (Matching Contributions.) or Section 4.3
(Profit Sharing Contributions), as applicable, will be considered.

      (e) "BENEFICIARY" means the person or trust that a Participant, in his
most recent written designation filed with the Plan Administrator, shall have
designated to receive his Accounts under the Plan in the event of his death.

      (f) "BOARD OF DIRECTORS" means the Board of Directors of the Company.


      (g) "CHANGE OF CONTROL" For purposes of this Plan, the phrase "Change of
Control" shall have the same meaning as given to that phrase in the Company's
Change of Control Agreements as may be in effect from time to time.

      (h) "CHANGE OF CONTROL AGREEMENT" means the agreement entered into by and
between the Participant and the Company, which provides the Participant with
certain termination benefits in the event that the Participant's employment with
the Company or any subsidiary of the Company is terminated under certain limited
circumstances as a result of a Change of Control.

      (i) "COMPENSATION" means the sum of a Participant's Base Salary and
Incentive Compensation.




                                       2
<PAGE>
      (j) "DEFERRAL CONTRIBUTIONS" means the Regular and Special Purpose
Deferral Contributions made by a Participant pursuant to Section 4.1
(Participant Contributions.).


      (k) "DEFERRAL CONTRIBUTIONS ACCOUNT" means the Account maintained to
record the Deferral Contributions made by a Participant pursuant to Section 4.1
(Participant Contributions). The Deferral Contributions Account shall be divided
into as many subaccounts as the Plan Administrator deems necessary to
distinguish between the different types of Deferral Contributions and the dates
on which they are to be distributed.

      (l) "DISABILITY." means a mental or physical condition that results in a
Participant's receipt, without considering any offsets, of long-term disability
payments under the LTD Plan. For purposes of this Plan, a Participant shall be
conclusively presumed to be under Disability only during the period of time that
the Participant qualifies to receive such benefits under the applicable LTD
Plan.

      (m) "DISTRIBUTION DATE" means the date or dates selected by the
Participant and agreed to by the Plan Administrator on the form prescribed by
the Plan Administrator as the date or dates on which the Participant's Special
Purpose Deferral Contributions are to be distributed to the Participant.

      (n) "EMPLOYEE" means any individual classified by his Employer as a common
law employee of the Employer. For this purpose, the classification that is
relevant is the classification in which such individual is placed by the
Employer for purposes of this Plan and the classification of such individual for
any other purpose (e.g., employment tax or withholding purposes) shall be
irrelevant. If an individual is characterized as a common law employee of the
Employer by a governmental agency or court but not by the Employer, such
individual shall be treated as an employee who has not been designated for
participation in this Plan.

      (o) "EMPLOYER" means the Company and any Affiliate that have elected to
adopt this Plan pursuant to Section 3.5 (Adoption By Affiliates.)

      (p) "EMPLOYER CONTRIBUTIONS ACCOUNTS" means the Profit Sharing
Contributions Account and the Matching Contributions Account maintained for a
Participant.


      (q) "INCENTIVE COMPENSATION" means the amount awarded to any Participant
in any year under the AICP.


      (r) "INVESTMENT FUND" means the investment fund or funds established by
the Plan Administrator pursuant to Section 6.3 (Investment Direction.)

      (s) "LTD PLAN" means the Company's Long Term Disability Insurance Plan (or
any other similar plan sponsored by an Employer to provide long term disability
benefits) as in effect from time to time.

      (t) "MATCHING CONTRIBUTIONS" means the contributions made by an Employer
on behalf of a Participant or all Participants pursuant to Section 4.2 (Matching
Contributions.).


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<PAGE>
      (u) "MATCHING CONTRIBUTIONS ACCOUNT" means the Account maintained to
record the Matching Contributions, if any, made by the Company on a
Participant's behalf pursuant to Section 4.2 (Matching Contributions.).

      (v) "PARTICIPANT" means any Employee selected for participation pursuant
to Section 3.1 (Selection of Participants.). Depending on the context, the term
Participant also may refer to a current or former Employee who no longer is
making contributions to the Plan but who has not received a distribution of all
amounts to which he is entitled.

      (w) "PLAN ADMINISTRATOR" means the Benefits Administration Committee.


      (x) "PLAN YEAR" means the 12 month period beginning on each January 1 and
ending on the next following December 31.

      (y) "PROFIT SHARING CONTRIBUTIONS" means the contributions made by an
Employer on behalf of a Participant pursuant to Section 4.3 (Profit Sharing
Contributions.).

      (z) "PROFIT SHARING CONTRIBUTIONS ACCOUNT" means the Account maintained to
record the Profit Sharing Contributions made on behalf of a Participant pursuant
to Section 4.3 (Profit Sharing Contributions.).

      (aa)"REGULAR DEFERRAL CONTRIBUTION" means a Deferral Contribution that may
only be distributed following a Participant's termination of employment.

      (bb)"SAVINGS PLAN" means the Phelps Dodge Employee Savings Plan, as in
effect and as may be amended and restated from time to time. Any references to
the particular sections of the Savings Plan shall be deemed to be references to
any amended and/or substituted provisions if the referenced section is amended
or replaced.

      (cc)"SPECIAL PURPOSE DEFERRAL CONTRIBUTION" means a Deferral Contribution
that will become distributable upon a Distribution Date designated by the
Participant on the form prescribed by the Plan Administrator.

      (dd)"TRUST AGREEMENT" means that certain trust agreement established
pursuant to the Plan between the Company and the Trustee or any trust agreement
hereafter established, the provisions of which are incorporated herein by
reference.

      (ee)"TRUSTEE" means the Trustee under the Trust Agreement.

      (ff)"TRUST FUND" means all assets of whatsoever kind or nature held from
time to time by the Trustee pursuant to the Trust Agreement, without distinction
as to income and principal and without regard to source, (i.e., Employer or
Participant contributions, earnings or forfeitures).

      (gg) "VALUATION DATE" means each day on which the New York Stock Exchange
is open for trading.

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2.2   CONSTRUCTION.

        The masculine gender, where appearing in the Plan, shall include the
feminine gender (and vice versa), and the singular shall include the plural,
unless the context clearly indicates to the contrary. Headings and subheadings
are for the purpose of reference only and are not to be considered in the
construction of this Plan. If any provision of this Plan is determined to be for
any reason invalid or unenforceable, the remaining provisions shall continue in
full force and effect. All of the provisions of this Plan shall be construed and
enforced in accordance with the laws of the State of Arizona.

                                   ARTICLE III

                                   ELIGIBILITY

3.1   SELECTION OF PARTICIPANTS.

        (a) GENERAL RULE. An 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) (Selection of Participants. -
Limitation of Participation.) or 3.2 (Discontinuance of Participation.).
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'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 sole discretion and shall be final and binding
for all purposes under this Plan. Any Employee who was participating in the Plan
prior to the Effective Date 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) (Selection of Participants. -
Limitation of Participation.) or 3.2 (Discontinuance of Participation).

        (b) NO WAITING PERIODS. A Participant need not complete any particular
period of service in order to be eligible to make Deferral Contributions. In
order to receive allocations of Employer Matching Contributions or Profit
Sharing Contributions for a Plan Year, however, a Participant must also be
eligible to receive matching contributions under the Savings Plan for that Plan
Year, as determined in accordance with the provisions of the Savings Plan.

        (c) LIMITATION OF PARTICIPATION. For purposes of Title I of ERISA, the
Plan is intended to be an unfunded plan of deferred compensation covering a
select group of management or highly compensated employees. As a result,
participation in the Plan shall be limited to Employees who are properly
included in one or both of these categories. The Plan Administrator, in the
exercise of its sole discretion, may exclude an Employee who otherwise meets the
requirements of Section 3.1(a) from participation in the Plan if it concludes
that the exclusion of that Employee is necessary in order to satisfy these
requirements. The Plan Administrator also may exclude an Employee who otherwise
meets the requirements of Section 3.1(a) for any other reason, or for no reason,
as the Plan Administrator deems to be appropriate in its sole discretion.


                                        5
<PAGE>
3.2   DISCONTINUANCE OF PARTICIPATION.

        Once an individual is designated as a Participant, he will continue as
such for all future Plan Years until his participation is discontinued pursuant
to this Section. A participant's participation in the Plan is discontinued (a)
if the Participant is no longer eligible to participate in the Plan under
Section 3.1(c)(Limitation of Participation.); (b) if the Participant is
transferred to employment with an Affiliate that has not elected to adopt the
Plan; (c) if the Participant's participation is suspended pursuant to Section
5.3(c)(Acceleration of Benefits. - Suspension of Participation.); or (d)
effective as of January 1, 2003, immediately when a Participant is no longer
eligible to be a participant in the AICP, for whatever reason. The Plan
Administrator may discontinue a Participant's participation in the Plan at any
time for any or no reason. If a Participant's participation is discontinued, he
will no longer be eligible to make Deferral Contributions or to receive Matching
or Profit Sharing Contributions. The Participant will not be entitled to receive
a distribution, however, until the occurrence of one of the events listed in
Articles V or VIII, unless the Plan Administrator, in the exercise of its
discretion, directs that a distribution be made as of an earlier date, in which
case the Participant's Accounts shall be distributed on the same basis as if the
Participant's employment had been terminated.

3.3   ADOPTION BY AFFILIATES.

        Any Affiliate of the Company may adopt this Plan with the approval of
the Plan Administrator. Any Affiliate that permits an Employee to make Deferral
Contributions pursuant to Section 4.1 (Participant Contributions.), or that
allowed an Employee to defer compensation pursuant to the Comprehensive Plan in
the past, shall be deemed to have adopted this Plan without any further action.
At the request of the Plan Administrator, however, the Affiliate shall evidence
its adoption of the Plan by an appropriate resolution of its board of directors
or in such other manner as may be authorized by the Plan Administrator. By
adopting this Plan, the Affiliate shall be deemed to have agreed to make the
contributions required by Article IV, agreed to comply with all of the other
terms and provisions of this Plan, delegated to the Plan Administrator the power
and responsibility to administer this Plan with respect to the Affiliate's
Employees, and delegated to the Company the full power to amend or terminate
this Plan with respect to the Affiliate's Employees and as otherwise permitted
by the Plan.

3.4   CHANGE IN AFFILIATE STATUS.

        If an Affiliate that has adopted this Plan ceases to be an Affiliate of
the Company, that Affiliate shall no longer be an Employer and all Participants
employed by that Affiliate on the date the Affiliate ceases to be an Affiliate
shall be deemed to have terminated employment on such date.

3.5   SPECIAL ARRANGEMENTS.

        The Company has the discretion to enter into special arrangements with
individuals which allow such individuals to receive benefits on some basis other
than pursuant to the provision of Articles III, IV and V. All such special
arrangements shall be set forth in writing. The remaining provisions of this
Plan may apply to any such individual if the Company and the


                                        6
<PAGE>
individual so agree; provided, however, that if any provision of this Plan
conflicts with a provision included in the written document that describes the
special arrangement, the provision of that written document shall control.

                                   ARTICLE IV

                                  CONTRIBUTIONS

4.1   PARTICIPANT CONTRIBUTIONS.

        (a) GENERAL RULE. For any Plan Year, a Participant may elect to defer a
portion of the Participant's Base Salary or Incentive Compensation otherwise
payable to him. Any such deferrals shall be expressed in whole percentages or as
a specific dollar amount, as specified in the Participant's election form.
Except as otherwise provided in Section 13.4 (Exception to Contribution Rule.),
amounts deferred shall be transferred by the Company or the appropriate
Affiliate to the Trust.

        (b) REGULAR OR SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS. As provided in
Sections 8.2 (Participation Elections.), in each election form filed, the
Participant shall characterize his Deferral Contributions as Regular Deferral
Contributions or Special Purpose Deferral Contributions. Pursuant to Article V,
Regular Deferral Contributions are only distributable following the
Participant's termination of employment. Special Purpose Deferral Contributions
become distributable upon the Distribution Date specified by the Participant.
Unless the Plan Administrator adopts rules limiting the number of Distribution
Dates that a Participant may specify, the Participant may designate any number
of Distribution Dates.

        (c) LIMITATIONS ON DEFERRALS.  The Plan Administrator may limit a
Participant's Deferral Contributions in accordance with such uniform rules as
it may adopt from time to time.

        (d) CHANGE IN CONTRIBUTIONS.  As provided in Section 8.2(b)
(Participation Elections. - Revised Elections.), a Participant must file a
new election form prior to each new Plan Year to select the amount or rate of
Deferral Contributions for the following Plan Year.  If a Participant does
not file a new election form at such time, no Deferral Contributions will be
withheld from the Participant's Compensation during the following Plan Year.

        (e) SUSPENSION OF DEFERRAL CONTRIBUTIONS. A Participant may suspend the
Deferral Contributions being made from his Base Salary at any time by so
notifying the Plan Administrator in writing and in accordance with such rules of
uniform application as the Plan Administrator may adopt from time to time. If a
Participant suspends his Deferral Contributions with respect to Base Salary, the
Participant may not file a new election form electing to make Deferral
Contributions with respect to Base Salary until the December 1 of the year next
following the year in which such suspension occurred. The Deferral Contributions
made pursuant to such new election form may then commence in accordance with the
provisions of Section 8.2(b) (Participation Elections. - Revised Elections.). A
Participant may not suspend the Deferral Contributions being made from his
Incentive Compensation.


                                        7
<PAGE>
4.2   MATCHING CONTRIBUTIONS.

        Each Employer shall make a Matching Contribution on behalf of each of
its "eligible Participants". For this purpose, a Participant is an "eligible
Participant" if (i) the Participant is eligible to receive a Company Matching
Contribution under the Savings Plan, and (ii) the Participant has made Pre-Tax
Deferral Contributions (as such term is defined in the Savings Plan) to the
Savings Plan in an amount equal to the lesser of the maximum elective deferrals
permitted by Section 402(g) of the Code or any other limitation imposed by the
Savings Plan. Effective January 1, 2001, the Matching Contribution due for each
eligible Participant shall equal the difference between (i) 100% of the first 3%
of a Participant's Base Salary plus 50% of the next 2% of a Participant's Base
Salary; and (ii) the Company Matching Contribution for such eligible Participant
under the Savings Plan. Except as otherwise provided in Section 13.4 (Exception
to Contribution Rule.), the Matching Contributions shall be transmitted to the
Trust following the end of the Plan Year for which such Matching Contributions
are due. The Matching Contributions shall be allocated to the Matching
Contributions Accounts of the eligible Participants. If a Participant was
eligible to receive a Company Matching Contribution under the Savings Plan for
only a part of a Plan Year, only the Base Salary paid in such part of the Plan
Year will be considered for purposes of this Section 4.2.

4.3   PROFIT SHARING CONTRIBUTIONS.

        (a) ELIGIBILITY. For each Plan Year, but subject to the limitations set
forth below, each Employer shall make a Profit Sharing Contribution on behalf of
each of its "eligible Participants." For purposes of this Section, a Participant
will be considered to be an "eligible Participant" only if (i) the Participant
is also a Participant in the Savings Plan, and (ii) the Participant is eligible,
generally, to receive a "Company Profit Sharing Contribution" (as such term is
defined in the Savings Plan).

        (b) AMOUNT. The Profit Sharing Contribution to which each eligible
Participant is entitled pursuant to Section 4.3(a) shall be equal to: (i) the
Participant's "eligible Base Salary" multiplied by the "applicable percentage"
for that Plan Year; less (2) the Company Profit Sharing contribution allocated
to the Participant under the Savings Plan for that Plan Year. For this purpose,
the "applicable percentage" is the percentage contributed to the accounts of the
participants in the Savings Plan as Company Profit Sharing Contributions in the
Plan Year, as adjusted to reflect all limitations and carryovers called for by
Section 3.3 of the Savings Plan (or any modified or replacement section of the
Savings Plan). A Participant's "eligible Base Salary" is the Base Salary earned
by the Participant for the portion of the Plan Year during which the Participant
is eligible to receive a Company Profit Sharing Contribution under the Savings
Plan.

        (c) SPECIAL SITUATIONS. The Plan Administrator shall have the discretion
to allow a Participant to receive a Profit Sharing Contribution if the
Participant otherwise satisfies all requirements for receiving a Company Profit
Sharing Contribution under the Savings Plan but does not receive such
contribution because the Participant is employed by an Employer that does not
make profit sharing contributions to the Savings Plan.


                                        8
<PAGE>
                                    ARTICLE V

                   IN-SERVICE DISTRIBUTIONS AND WITHDRAWALS

5.1   SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS.

        A Participant may designate a Distribution Date for Special Purpose
Deferral Contributions in his initial or any subsequent election form. If the
Participant makes such an election, the subaccount in the Participant's Deferral
Contributions Account that is maintained in order to record the Special Purpose
Deferral Contributions that are to be distributed as of that Distribution Date
will be distributed to the Participant as of the Distribution Date in one lump
sum payment. The Distribution Date election shall apply only to subaccounts
attributable to Special Purpose Deferral Contributions and no amounts
attributable to Regular Deferral Contributions subaccounts or Employer
Contributions Accounts will be distributed pursuant to a Distribution Date
election. As a general rule, the death, Disability, or other termination of
employment of a Participant shall not have any impact on the timing of the
distribution of Special Purpose Deferral Contribution subaccounts, which will be
distributed to the Participant (or the Participant's Beneficiary in the case of
death) as of the originally selected Distribution Date even though the
Participant is no longer employed by an Employer. In the exercise of its
discretion, however, the Plan Administrator may order the distribution of all or
any of said subaccounts at any time following the Participant's death,
Disability or other termination of employment and prior to the designated
Distribution Date.

5.2   HARDSHIP.

        In the event of an unforeseeable financial emergency, a Participant may
make a written request to the Plan Administrator for a hardship withdrawal from
his Deferral Contributions Account or his Employer Contributions Accounts. The
maximum hardship withdrawal shall be the balance of the Account or Accounts to
which such hardship withdrawal is charged. For purposes of this Plan, an
"unforeseeable financial emergency" is defined as a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or a dependent (as such term is defined in Section 152(a) of the
Code) of the Participant, loss of the Participant's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. The granting of a Participant's
request for a hardship withdrawal shall be left to the absolute, unfettered
discretion of the Plan Administrator and the Plan Administrator may deny such
request even if an unforeseeable financial emergency clearly exists. A request
for a hardship withdrawal must be made in writing at least 30 days in advance of
the withdrawal date, on a form provided by the Plan Administrator, and must be
expressed as a specific dollar amount. The amount of a hardship withdrawal may
not exceed the lesser of the amount required to meet the Participant's
unforeseeable financial emergency or the maximum withdrawal referred to above. A
hardship withdrawal will not be permitted to the extent that the hardship is or
may be relieved through reimbursement or compensation by insurance or otherwise,
liquidation of the Participant's assets to the extent that such liquidation
would not itself cause a severe financial hardship, by the cessation of Deferral
Contributions, or by a loan from the Savings Plan.


                                        9
<PAGE>
5.3   ACCELERATION OF BENEFITS.

        (a) GENERAL. A Participant may elect to receive an accelerated
withdrawal from his Deferral Contributions Account (but not his Employer
Contributions Accounts) by filing an election with the Plan Administrator on
such forms as may be prescribed from time to time by the Plan Administrator. If
a Participant who is a current Employee makes such an election, except as
otherwise provided below, the Participant shall receive a single lump sum
payment equal to 90% of the Participant's Deferral Contributions Account
balance. If a Participant who is no longer an Employee makes such an election,
except as otherwise provided below, the Participant shall receive a single lump
sum payment equal to 80% of the Participant's Deferral Contributions Account
balance. For purposes of determining the amount to be distributed, the
Participant's Deferral Contributions Account shall be valued as of the effective
date of the withdrawal. The accelerated withdrawal shall be paid as soon as
reasonably possible following the effective date.

        (b) FORFEITURE. A Participant who is a current Employee shall forfeit
the remaining 10% of his Deferral Contributions Account as of the day on which
the accelerated withdrawal is distributed to the Participant. A participant who
is a former Employee shall forfeit the remaining 20% or his Deferral
Contributions Account as of the day on which the accelerated withdrawal is
distributed to the Participant.

        (c) SUSPENSION OF PARTICIPATION. If a Participant elects to receive an
accelerated withdrawal, the Participant's right to make Deferral Contributions
shall be suspended for 12 months from the date the accelerated withdrawal is
paid to the Participant. Upon expiration of the 12 month suspension period, the
Participant shall be permitted to execute a new election form and to begin
making Deferral Contributions as of the first day of the first payroll period in
any subsequent Plan Year.

5.4   LIMITATION ON DISTRIBUTIONS.

        To the extent that any payment under this Article, when combined with
all other payments received during the year that are subject to the limitations
on deductibility under Section 162(m) of the Code, exceeds the limitations on
deductibility under Section 162(m) of the Code, such payment shall, in the
discretion of the Plan Administrator, be deferred to a later calendar year. Such
deferred amounts shall be paid in the next succeeding calendar year, provided
that such payment, when combined with any other payments subject to the Section
162(m) limitations received during the year, does not exceed the limitations on
deductibility under Section 162(m) of the Code.

                                   ARTICLE VI

                   CREDITING OF CONTRIBUTIONS AND EARNINGS

6.1   TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS.

        All Deferral Contributions, Profit Sharing Contributions, and Matching
Contributions shall be transmitted to the Trustee by the Company and the
adopting Affiliates as soon as


                                       10
<PAGE>
reasonably practicable. The Deferral Contributions, Profit Sharing Contributions
and Matching Contributions shall be credited to the Deferral Contributions
Account, Profit Sharing Contributions Account, or Matching Contributions Account
maintained for that Participant. The Plan Administrator shall maintain a
separate subaccount within the Deferral Contributions Account to record the
Special Purpose Deferral Contributions (and any investment earnings or losses
attributable to those Special Purpose Deferral Contributions) that are to be
distributed as of each Distribution Date selected by a Participant. The Plan
Administrator also may maintain such other subaccounts as it deems necessary or
desirable. All payments from an Account between Valuation Dates shall be charged
against the Account as of the preceding Valuation Date. The Accounts are
bookkeeping accounts only and the Plan Administrator is not in any way obligated
to segregate assets for the benefit of any Participant.

6.2   INVESTMENT EARNINGS OR LOSSES.

        As of each Valuation Date, the Plan Administrator will determine the
positive or negative earnings for each of the Investment Funds available
pursuant to Section 6.3(c). The Plan Administrator then will determine the
portion of the "adjusted balance" of each of the Participant's Accounts that is
invested in each of the Investment Funds and will allocate the positive or
negative earnings to Participant Accounts in proportion to the "adjusted
balance" for that Account and that Investment Fund. For this purpose, the
"adjusted balance" of an Account will be the balance of the Account as of the
preceding Valuation Date less all withdrawals, distributions and other amounts
chargeable against the Account pursuant to any other provisions of this Plan
since the prior Valuation Date. The earnings adjustments allocated to any
Account shall be allocated among the subaccounts of that Account in the same
manner.

6.3   INVESTMENT DIRECTION.

        (a) INVESTMENT FUNDS. The Plan Administrator shall designate two or more
Investment Funds in which each Participant shall direct the investment of
amounts credited to his Accounts. The Investment Funds may be changed from time
to time by the Plan Administrator.

        (b) PARTICIPANT DIRECTIONS.

               (1) GENERAL. Upon becoming a Participant in the Plan, each
Participant may direct that all of the amounts attributable to his Accounts be
invested in a single investment fund or may direct fractional (percentage)
increments of his Accounts to be invested in such fund or funds as he shall
desire, in accordance with such procedures, if any, as may be established by the
Plan Administrator. As of each Valuation Date, a Participant may change his
designations with respect to future contributions and direct transfers among
Investment Funds by making an election in accordance with such procedures as may
be established by the Plan Administrator. The designation will continue until
changed in accordance with such procedures.

               (2) DEFAULT SELECTION. In the absence of any designation, a
Participant will be deemed to have directed the investment of his Accounts in
the Money Market Fund.


                                       11
<PAGE>
               (3) IMPACT OF ELECTION. The Participant's selection of Investment
Funds shall serve only as a measurement of the value of the Accounts of said
Participant pursuant to Section 6.2 and Section 6.3(c) and the Plan
Administrator and the Trustee are not required to invest a Participant's
Accounts in accordance with the Participant's selections.

        (c) RATE OF RETURN. As soon as possible after each Valuation Date, the
Plan Administrator shall determine the rate of return, positive or negative,
experienced on each of the Investment Funds. The rate of return determined by
the Plan Administrator in good faith and in its discretion pursuant to this
Section shall be binding and conclusive on the Participant, the Participant's
Beneficiary and all parties claiming through them. The Plan Administrator may
delegate the responsibility for calculating the rate of return and the
calculation and allocation of the investment earnings adjustments to the
Accounts to a third party.

        (d) CHARGES. In the exercise of its discretion, the Plan Administrator
may charge one or more of the Participant's Accounts for the reasonable expenses
of carrying out investment instructions directly related to the Accounts, as the
Plan Administrator deems appropriate.

        (e) COMPANY STOCK FUND. The Plan Administrator in the exercise of its
discretion may direct that one or more of the Investment Funds consist,
primarily or exclusively, of Company securities. If such a Fund or Funds is
established, a Participant's ability to direct investments into or out of such
Fund shall be subject to such procedures as the Plan Administrator may prescribe
from time to time to assure compliance with Rule 16b-3 promulgated under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act
of 2002, and any other applicable requirements. Such procedures also may limit
or restrict a Participant's ability to make (or modify previously made)
elections pursuant to Sections 8.2 (Participation Elections.).

6.4   FORFEITURES.

        Any amounts forfeited pursuant to Section 5.3 (Acceleration of
Benefits.) shall reduce the amounts that the Company would otherwise contribute
to the Plan pursuant to Sections 4.2 (Matching Contributions) and 4.3 (Profit
Sharing Contributions).

                                   ARTICLE VII

                                     VESTING

7.1   VESTING.

        Subject to Section 13.3 (Cancellation or Reduction of Accounts.), a
Participant shall have a fully vested, nonforfeitable interest in his
Accounts at all times.


                                       12
<PAGE>
                                  ARTICLE VIII

                               PAYMENT OF BENEFITS

8.1   TIME OF PAYMENT.

        (a) GENERAL. With the exception of the distribution or withdrawal of
amounts pursuant to Article V and the distribution of amounts pursuant to
Section 8.1(b), no distributions will be made to a Participant prior to the
Participant's death or termination of employment with the Company and all
Affiliates. Subject to the provisions of Section 5.1 (Special Purpose Deferred
Contributions.), which deals with the distribution of the Special Purpose
Deferral Contributions subaccounts in a Participant's Deferral Contributions
Account, following the Participant's death or termination of employment,
distributions normally will be made as soon as possible and in any event shall
commence within 90 days following the end of the Plan Year in which the
Participant dies or terminates employment. As provided in Section 8.2, a
Participant may elect in his initial or any revised election form to defer the
receipt of distributions until the later of termination of employment or a
specified date. If such an election has been made (and, if the election was made
in a revised election form, the election form has been in effect for the
requisite period of time provided in Section 8.2(b) (Participation Elections. -
Revised Elections.), distributions to the Participant (or the Participant's
Beneficiary in the case of death) shall be postponed to the extent necessary to
honor such election. Notwithstanding any other provision of this Section 8.1(a)
to the contrary, in the event a Participant terminates employment with the
Company and all Affiliates, and is subsequently rehired by the Company or any of
its affiliates within the same Plan Year, then the Participant shall not be
eligible, on account of that termination, for a distribution pursuant to Section
8.1(a) (except for a distribution or withdrawal of amounts pursuant to Article V
and the distribution of amounts pursuant to Section 8.1(b)). This distribution
restriction in the event of a rehire applies whether or not the Employee is
rehired within a classification eligible for participation in the Plan, or is
otherwise excluded from participation pursuant to Section 3.1 (Selection of
Participants.).

        (b) SPECIAL PAYMENT PROVISIONS APPLICABLE ON SALE OF AFFILIATE. A
Participant who is employed by an Affiliate as of the date that the Affiliate
ceases to be an Affiliate for purposes of this Plan shall receive a distribution
of his or her accounts as soon as possible following such date, regardless of
any prior election made by the Participant to defer the receipt of benefits
pursuant to Section 8.2.

8.2   PARTICIPATION ELECTIONS.  .

      (a) INITIAL ELECTIONS. Each Participant shall make an election to
participate in the Plan on such form or forms and at such time as the Plan
Administrator shall require. In the election, the Participant shall select the
amount or rate of Deferral Contributions to be made for the following Plan Year
and, effective for Plan Years commencing on or after January 1, 1998, shall
characterize the Deferral Contributions as either Regular or Special Purpose
Deferral Contributions. If Special Purpose Deferral Contributions are being
made, the Participant also shall select a Distribution Date or Distribution
Dates for such Contributions. If Regular Deferral Contributions are being made,
the Participant shall select the manner in which distributions are


                                       13
<PAGE>
to be made from the Participant's Accounts and whether distributions are to
commence following the Participant's termination of employment or whether they
are to be postponed until the later of termination of employment or a specified
date. If the Participant elects to make any type of Deferral Contributions, the
Participant shall authorize the reduction of the Participant's Compensation in
an amount equal to his Deferral Contributions. The election form or forms also
may set forth such other information as the Plan Administrator shall require. If
a Participant's initial election form is executed and delivered within 30 days
of the day on which the Participant is notified that he is eligible to
participate in the Plan, the Participant's Deferral Contributions may be
determined with reference to Compensation earned on or after the first day of
the first full payroll period next following receipt of the election form by the
Plan Administrator or as of such other uniform date (not earlier than the first
day of the next full payroll period) as may be designated by the Plan
Administrator. If the Participant does not execute and deliver an initial
election form within the initial 30 day period, the Participant's Deferral
Contributions may be determined with reference to Compensation earned on or
after the first day of the first payroll period in any later Plan Year if the
Participant executes and delivers the appropriate form or forms to the Plan
Administrator at least 30 days (or such other period specified by the Plan
Administrator pursuant to rules of uniform application) prior to the first day
of such Plan Year.

      (b) REVISED ELECTIONS. A Participant must file a new election form prior
to the beginning of each Plan Year which shall set forth the amount or rate of
his Deferral Contributions for the new Plan Year and also shall characterize the
Deferral Contributions as either Regular or Special Purpose Deferral
Contributions. If Special Purpose Deferral Contributions are being made, the new
election form also shall set forth the Distribution Date or Distribution Dates
for such Contributions. The new amount or rate of Deferral Contributions will
only apply to Deferral Contributions made for the relevant Plan Year and the new
form must be filed at least 30 days (or such other period specified by the Plan
Administrator pursuant to rules of uniform application) before the first day of
such Plan Year. Effective for Plan Years commencing on or after January 1, 1998,
a Participant may change the method of distributions or the timing of the
commencement of distributions of Regular Deferral Contributions at any time by
filing the appropriate form as prescribed by the Plan Administrator. The new
election will be honored only if the appropriate form is filed at least one (1)
year prior to the Participant's termination of employment. A Participant may not
change the Distribution Date for Special Purpose Deferral Contributions that are
made prior to the date on which a new election form is effective. In a new
election form, however, the Participant may designate a different or additional
Distribution Date for Special Purpose Deferral Contributions to be made in the
future.

8.3   METHOD OF PAYMENT.

        Any payments from a Participant's Accounts shall be made either in a
lump sum in cash, or in cash payments in substantially equal annual installments
over a period certain not exceeding 10 years, such method of payment to be
elected by the Participant in his initial election form or in any revised
election form that has been in effect for the requisite period of time specified
in Section 8.2(b). If installment payments are made, the provisions of Sections
6.2 (Investment Earnings or Losses.) and 6.3 (Investment Direction.) shall
continue to apply to the unpaid balance. Unless a Participant has affirmatively
elected to receive payments in installments over a period of 10 years or less,
the Participant's Accounts shall be distributed in


                                       14
<PAGE>
one lump sum. If a Participant is married at the time an election form or a
revised election form is filed, an election to receive payments in other than a
lump sum shall be ineffective unless the Participant's spouse consents to such
election on a form prescribed by or acceptable to the Plan Administrator for
that purpose. Notwithstanding any provision of this Plan to the contrary, if the
value of all benefits payable pursuant to this Plan to a Participant or any
Beneficiary, upon the Participant's termination of employment or death, amounts
to the sum of $10,000 or less, the Plan Administrator, regardless of any
elections made by the Participant, shall direct the Trustee to pay the benefits
in the form of a single lump sum distribution.

8.4   BENEFICIARY DESIGNATIONS.

        In the event of the death of the Participant, the Participant's vested
interest in his Accounts shall be paid to the Participant's Beneficiary. Each
Participant shall have the right to designate, on forms supplied by and
delivered to the Plan Administrator, a Beneficiary or Beneficiaries to receive
his benefits hereunder in the event of the Participant's death. If the
Participant is married at the time the Beneficiary Designation is filed, the
designation will be ineffective unless the designation names the spouse as the
Beneficiary of at least 50% of the Participant's Accounts or the Participant's
spouse consents to the designation. If a Participant marries after a Beneficiary
Designation is filed, the designation will no longer be effective. Subject to
the spousal consent requirements noted above, each Participant may change his
Beneficiary designation from time to time in the manner described above. Upon
receipt of such designation by the Plan Administrator, such designation or
change of designation shall become effective as of the date of the notice,
whether or not the Participant is living at the time the notice is received.
There shall be no liability on the part of the Employer, the Plan Administrator
or the Trustee with respect to any payment authorized by the Plan Administrator
in accordance with the most recent valid Beneficiary designation of the
Participant in its possession before receipt of a more recent and valid
Beneficiary Designation. If no designated Beneficiary is living when benefits
become payable, or if there is no validly designated Beneficiary, the
Beneficiary shall be the Participant's estate. If the designated Beneficiary
dies after the payment of benefits begin, then the Beneficiary for the remainder
of the benefits payable shall be the estate of the Beneficiary.

8.5   LIMITATION ON DISTRIBUTIONS.

        Distributions made under this Article shall be subject to the same
limitations set forth in Section 5.4 (Limitation on Distributions.) of the Plan.

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

9.1   ADOPTION OF TRUST.

        The Company shall enter into a Trust Agreement with the Trustee, which
Trust Agreement shall form a part of this Plan and is hereby incorporated herein
by reference.


                                       15
<PAGE>
9.2   POWERS OF THE PLAN ADMINISTRATOR.

      (a) GENERAL POWERS OF PLAN ADMINISTRATOR. The Plan Administrator shall
have the power and discretion to perform the administrative duties described in
this Plan or required for proper administration of the Plan and shall have all
powers necessary to enable it to properly carry out such duties. Without
limiting the generality of the foregoing, the Plan Administrator shall have the
power and discretion to construe and interpret this Plan, to hear and resolve
claims relating to the Plan and to decide all questions and disputes arising
under the Plan. The Plan Administrator shall determine, in its sole discretion,
the service credited to the Participants, the status and rights of a
Participant, and the identity of the Beneficiary or Beneficiaries entitled to
receive any benefits payable on account of the death of a Participant.

      (b) PARTICIPATION. The Plan Administrator also shall have the discretion
to exclude employees from participation in the Plan and to discontinue a
Participant's participation in the Plan.

      (c) DISTRIBUTIONS. All benefit disbursements by the Trustee shall be made
upon the instructions of the Plan Administrator.

      (d) DECISIONS CONCLUSIVE. The decisions of the Plan Administrator upon all
matters within the scope of its authority shall be binding and conclusive upon
all persons.

      (e) REPORTING. The Plan Administrator shall file all reports and forms
lawfully required to be filed by the Plan Administrator and shall distribute any
forms, reports or statements to be distributed to Participants and others.

      (f) INVESTMENTS. The Plan Administrator shall keep itself advised with
respect to the investment of the Trust Fund.

      (g) ELECTRONIC AMINISTRATION. The Plan Administrator shall have the
authority to employ alternative means (including, but not limited to,
electronic, internet, intranet, voice response, or telephonic) by which
Participants may submit election, directions, and forms required for
participation in, and administration of this Plan. If the Plan Administrator
chooses to use these alternative means, any elections, directions or forms
submitted in accordance with the rules and procedures promulgated by the Plan
Administrator will be deemed to satisfy any provision of this Plan calling for
the submission of a written document, direction or form.

9.3   CREATION OF COMMITTEE.

      The Benefits Administration Committee shall be the Plan Administrator
unless otherwise designated by the Company. The Benefits Administration
Committee shall carry out its duties, responsibilities, and powers under the
Plan in accordance with its charter, by-laws, or other rules of governance
adopted by the Benefits Administration Committee and by which it carries out its
duties, responsibilities, and powers with respect to administering the other
employee benefit plans sponsored by the Company and for which it has been
designated the plan administrator.


                                       16
<PAGE>

9.4   APPOINTMENT OF AGENTS.

      The committee may appoint such other agents, who need not be members of
the committee, as it may deem necessary for the effective performance of its
duties, whether ministerial or discretionary, as the committee may deem
expedient or appropriate. The compensation of any agents who are not employees
of the Company shall be fixed by the committee within any limitations set by the
Board of Directors.

9.5   CONFLICT OF INTEREST.

      No member of the committee who is a Participant shall take any part in any
action in connection with his participation as an individual. Such action shall
be voted or decided by the remaining members of the committee.

9.6   ACTION TAKEN BY COMPANY.

      Any action to be taken by the Company shall be taken by resolution adopted
by the Board of Directors; provided, however, that by resolution the Board of
Directors may delegate to any committee of the Board, any committee of officers
or other employees, or any officer of the Company the authority to take any
actions hereunder.

9.7   DELEGATIONS OF AUTHORITY.

      All delegations of responsibility set forth in this document regarding the
determination of benefits and the interpretation of the terms of the Plan confer
discretionary authority upon the Plan Administrator; provided, however, that the
Plan Administrator shall not retain any such discretionary authority after a
Change of Control occurs.

9.8   INDEMNIFICATION.

      To the extent permitted by law, the Company shall and does hereby jointly
and severally indemnify and agree to hold harmless the employees, officers and
directors of it and its Affiliates who serve in fiduciary or other capacities
with respect to the Plan from any and all loss, damage, or liability, joint or
several, including payment of expenses in connection with defense against any
such claim, for their acts, omissions and conduct, and for the acts, omissions
or conduct of their duly appointed agents, which acts, omissions or conduct
constitute or are alleged to constitute a breach of such individual's fiduciary
or other responsibilities under the Act or any other law, except for those acts,
omissions, or conduct resulting from his own willful misconduct, willful failure
to act, or gross negligence; provided, however, that if any party would
otherwise be entitled to indemnification hereunder in respect of any liability
and such party shall be insured against loss as a result of such liability by
any insurance contract or contracts, such party shall be entitled to
indemnification hereunder only to the extent by which the amount of such
liability shall exceed the amount thereof payable under such insurance contract
or contracts.


                                       17
<PAGE>

                                    ARTICLE X

                             CLAIMS REVIEW PROCEDURE

10.1  APPLICATION FOR BENEFITS NOT REQUIRED.

      A Participant, or a Beneficiary (all of whom are referred to in this
Article as a "Claimant") need not file a written claim to receive benefits.

10.2  CLAIMS PROCEDURES.

      (a) REVIEW BY MANAGER, EXECUTIVE COMPENSATION. If a Claimant is
dissatisfied with the determination of his benefits, eligibility, participation,
or any other right or interest under this Plan, the Claimant may file a written
request for review with the Company's "Compensation Manager." The "Compensation
Manager" is the Company's Manager, Executive Compensation or the Company
representative occupying a comparable position if the Company does not then have
a representative with the title "Manager, Executive Compensation." The
Compensation Manager will notify the Claimant of the disposition of the claim
within 90 days after the request for review is filed with the Compensation
Manager, Executive Compensation. The Compensation Manager may have an additional
period of up to 90 days to decide the claim if the Compensation Manager
determines that special circumstances require an extension of time to decide the
claim and the Compensation Manager advises the Claimant in writing of the need
for an extension (including an explanation of the special circumstances
requiring the extension) and the date on which the Compensation Manager expects
to decide the claim. If, following the review, the claim is denied, in whole or
in part, the notice of disposition shall set forth:

            (1) The specific reason(s) for denial of the claim;

            (2) Reference to the specific Plan provisions upon which the
determination is based;

            (3) A description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation of why such
material or information is necessary;

            (4) An explanation of the Plan's appeal procedures, including the
applicable time limits; and

            (5) A specific statement that an appeal to the Claim Appeals
Subcommittee is available.

      (b) APPEAL BY CLAIMS APPEAL SUBCOMMITTEE.

            (1) APPEAL. Within 60 days after receiving the written notice of the
Compensation Manager's disposition of the claim, the Claimant, or the Claimant's
authorized representative, may request in writing that the Claim Appeals
Subcommittee appointed by the


                                       18
<PAGE>

Plan Administrator review the denied claim. The Claimant may submit a written
statement of his claim (including any written comments, documents, records and
other information relating to the claim) and the reasons for granting the claim.
The Claim Appeals Subcommittee shall have the right to request of and receive
from a Claimant such additional information, documents or other evidence as the
Claim Appeals Subcommittee may reasonably require. The review by the Claim
Appeals Subcommittee will take into account all comments, documents, records and
other information submitted by the Claimant relating to the claim, without
regard to whether such documents, records or other information was submitted or
considered in the initial benefit determination or the review by the
Compensation Manager. If the Claimant does not request a review of the denied
claim within sixty (60) days after receiving written notice of the Compensation
Manager's disposition of the claim, the Claimant shall be deemed to have
accepted the Compensation Manager's written disposition and the Compensation
Manager's written disposition will be final and binding on the Claimant and
anyone claiming benefits through the Claimant, unless the Claimant shall have
been physically or mentally incapacitated so as to be unable to request review
within the 60 day period.

      (2) DECISION OF THE CLAIM APPEALS SUBCOMMITTEE. A decision on appeal to
the Claim Appeals Subcommittee shall be rendered in writing by the Claim Appeals
Subcommittee ordinarily not later than 60 days after the Claimant requests
review of a denied claim. A written copy of such decision shall be delivered to
the Claimant. If special circumstances require an extension of the ordinary
period, the Claim Appeals Subcommittee shall so notify the Claimant of the
extension with such notice containing an explanation of the special
circumstances requiring the extension and the date by which the Claim Appeals
Subcommittee expects to render a decision. Any such extension shall not extend
beyond 60 days after the ordinary period. If the appeal to the Claim Appeals
Subcommittee is denied, in whole or in part, the notice of decision referred to
in the first sentence of this paragraph (2) shall set forth all of the
information referred to in clauses (1) through (4) of the last sentence of
paragraph (a). The notice of decision also will include a statement that the
Claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information relevant
to the Claimant's claim for benefits. The notice of decision also will include
an explanation of the Plan's appeal procedure, including a specific statement
that an appeal to the Plan Administrator is available.

      (c) APPEAL TO PLAN ADMINISTRATOR.

            (1) APPEAL. Within 60 days after receiving the written notice of the
Claim Appeals Subcommittee's disposition of the claim, the Claimant, or the
Claimant's authorized representative, may request in writing that the Plan
Administrator review the denied appeal. The Claimant may submit a written
statement of his claim (including any written comments, documents, records and
other information relating to the claim) and the reasons for granting the claim.
The Plan Administrator shall have the right to request of and receive from the
Claimant such additional information, documents or other evidence as the Plan
Administrator may reasonably require. If the Claimant does not request a review
of the denied appeal within 60 days after receiving written notice of the Claim
Appeals Subcommittee's disposition of the appeal, the Claimant shall be deemed
to have accepted the Claim Appeals Subcommittee's written disposition of the
appeal and the Claim Appeals Subcommittee's written disposition will


                                       19
<PAGE>

be final and binding on the Claimant and anyone claiming benefits through the
Claimant, unless the Claimant shall have been physically or mentally
incapacitated so as to be unable to request review within the 60 day period. As
with an appeal to the Claim Appeals Subcommittee, the review shall take into
account all comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such documents,
records or other information were submitted or considered in the initial benefit
determination or by the Manager, Executive Compensation or the Claim Appeals
Subcommittee.

      (2) DECISION OF THE PLAN ADMINISTRATOR. A decision on appeal to the Plan
Administrator shall be rendered in writing by the Plan Administrator ordinarily
not later than 60 days after the Claimant requests review. A written copy of the
decision shall be delivered to the Claimant. If special circumstances require an
extension of the ordinary period, the Plan Administrator shall so notify the
Claimant of the extension with such notice containing an explanation of the
special circumstances requiring the extension and the date by which the Plan
Administrator expects to render a decision. Any such extension shall not extend
beyond 60 days after the ordinary period. If the appeal to the Plan
Administrator is denied, in whole or in part, the notice of decision referred to
in the first sentence of this paragraph (2) shall set forth:

                  (A) The specific reason(s) for denial of the claim;

                  (B) Reference to the specific Plan provisions upon which the
denial is based;

                  (C) A statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the Claimant's claim for benefits;
and

                  (D) A statement of the Claimant's right to bring a civil
action under Section 502(a) of the Act.

      (d) RIGHT TO EXAMINE PLAN DOCUMENTS AND TO SUBMIT MATERIALS. In connection
with the determination of a claim, or in connection with review of a denied
claim or appeal pursuant to this Section 10.2, the Claimant may examine this
Plan and any other pertinent documents generally available to Participants
relating to the claim and may submit written comments, documents, records and
other information relating to the claim for benefits. The Claimant also will be
provided, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the claimant's claim
for benefits with such relevance to be determined in accordance with Section
10.2(e).

      (e) RELEVANCE. For purpose of this Section 10.2, documents, records, or
other information shall be considered "relevant" to a Claimant's claim for
benefits if such documents, records or other information:

            (1) Were relied upon in making the benefit determination;


                                       20
<PAGE>

            (2) Were submitted, considered, or generated in the course of making
the benefit determination, without regard to whether such documents, records or
other information were relied upon in making the benefit determination; or

            (3) Demonstrate compliance with the administrative processes and
safeguards required pursuant to this Section 10.2 regarding the making of the
benefit determination.

      (f) DECISIONS FINAL; PROCEDURES MANDATORY. To the extent permitted by law,
a decision on review by the Manager, Executive Compensation, Claim Appeals
Subcommittee, or the Plan Administrator shall be binding and conclusive upon all
persons whomsoever. To the extent permitted by law, completion of the claims
procedures described in this Section 10.2 shall be a mandatory precondition that
must be complied with prior to commencement of a legal or equitable action in
connection with the Plan by a person claiming rights under the Plan or by
another person claiming rights through such a person. The Plan Administrator
may, in its sole discretion, waive these procedures as a mandatory precondition
to such an action.

      (g) TIME FOR FILING LEGAL OR EQUITABLE ACTION. Any legal or equitable
action filed in connection with this Plan by a person claiming rights under this
Plan or by another person claiming rights through such a person must be
commenced not later than the earlier of: (1) the shortest applicable statute of
limitations provided by law; or (2) two years from the date the Plan
Administrator's decision on appeal is delivered to the Claimant in accordance
with Section 10.2(c)(2).

                                   ARTICLE XI

                  LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
                      INCOMPETENT DISTRIBUTEE; CORRECTIONS

11.1  ANTI-ALIENATION CLAUSE.

      No benefit which shall be payable under the Plan to any person shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of the same
shall be void. No benefit shall in any manner be subject to the debts,
contracts, liabilities, engagements or torts of any person, nor shall it be
subject to attachment or legal process for or against any person, except to the
extent as may be required by law.

11.2  PERMITTED ARRANGEMENTS.

      Section 11.1 shall not preclude arrangements for the withholding of taxes
from benefit payments, arrangements for the recovery of benefit overpayments,
arrangements for direct deposit of benefit payments to an account in a bank,
savings and loan association or credit union (provided that such arrangement is
not part of an arrangement constituting an assignment or alienation), or the
transfer, incident to divorce, of a Participant's interests in the Plan to a
former spouse.


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<PAGE>

11.3  PAYMENT TO MINOR OR INCOMPETENT.

      Whenever any benefit which shall be payable under the Plan is to be paid
to or for the benefit of any person who is then a minor or determined by the
Plan Administrator to be incompetent by qualified medical advice, the Plan
Administrator need not require the appointment of a guardian or custodian, but
shall be authorized to cause the same to be paid over to the person having
custody of the minor or incompetent, or to cause the same to be paid to the
minor or incompetent without the intervention of a guardian or custodian, or to
cause the same to be paid to a legal guardian or custodian of the minor or
incompetent if one has been appointed or to cause the same to be used for the
benefit of the minor or incompetent.

11.4  UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

      In the event that, through mistake or computational error, benefits are
underpaid or overpaid, there shall be no liability for any more than the correct
amount of benefits under the Plan. Overpayments may be deducted from future
payments under the Plan, and underpayment may be added to future payments under
the Plan. In lieu of receiving reduced benefits under the Plan, a Participant or
Beneficiary may elect to make a lump sum repayment of any overpayment.

                                   ARTICLE XII

                        AMENDMENT, MERGER AND TERMINATION

12.1  AMENDMENT.

      The Company shall have the right at any time, by an instrument in writing
duly executed, acknowledged and delivered to the Plan Administrator, to modify,
alter or amend this Plan, in whole or in part, prospectively or retroactively;
provided, however, that the duties and liabilities of the Plan Administrator and
the Trustee hereunder shall not be substantially increased without their written
consent, as the case may be; and provided further that the amendment shall not
reduce any Participant's interest in the Plan, calculated as of the date on
which the amendment is adopted. The agreements referred to in Section 13.3(a)
(Cancellation or Reduction of Accounts. - General.) and the offsets referred to
in Section 13.3(b) (Cancellation or Reduction of Accounts. - Offset for
Discretionary Contributions to Savings Plan.) shall not be deemed to violate the
last clause of the preceding sentence.

12.2  MERGER OR CONSOLIDATION OF COMPANY.

      The Plan shall not be terminated automatically by the Company's
acquisition by or merger into any other employer, but the Plan shall be
continued after such acquisition or merger if the successor employer elects and
agrees to continue the Plan. All rights to amend, modify, suspend, or terminate
the Plan shall be transferred to the successor employer, effective as of the
date of the merger. If an Employer other than the Company is acquired by or
merged into any organization other than an Affiliate, the Plan shall be
terminated as to the acquired Employer unless the Company and the acquiror agree
otherwise in writing.


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<PAGE>

12.3  TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.

      It is the expectation of the Company and each of the Employers that this
Plan and the payment of contributions hereunder will be continued indefinitely.
However, continuance of the Plan is not assumed as a contractual obligation of
the Company or any other Employer, and the right is reserved at any time to
terminate this Plan or to reduce, temporarily suspend or discontinue
contributions hereunder. If the Plan is terminated or contributions are reduced,
temporarily suspended, or discontinued with respect to all Employers or any one
or more Employers, the Accounts of the affected Participants will continue to be
held pursuant to the Plan until the date or dates on which such Accounts would
have become distributable had the Plan not been terminated or had contributions
not been reduced, temporarily suspended, or discontinued. In the exercise of its
discretion, however, the Plan Administrator may direct that the Accounts of any
Participant affected by the termination of the Plan as to all Employers or a
particular Employer, or the reduction, temporary suspension, or discontinuance
of contributions, be distributed as of an earlier date or dates.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

13.1. LIMITATION ON PARTICIPANTS' RIGHTS.

      Participation in the Plan shall not give any Participant the right to be
retained in the employ of the Company or any Affiliate or any right or interest
in the Trust Fund other than as herein provided. The Company and each Affiliate
reserves the right to dismiss any Participant without any liability for any
claim either against the Trust Fund, except to the extent herein provided, or
against the Company, or Affiliate.

13.2. STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.

      Each Participant is an unsecured creditor of the Company or the Affiliate
that employs the Participant and, except for the Deferral Contributions and the
Profit Sharing Contributions or Matching Contributions placed in the Trust Fund
as provided in this Plan, no assets of the Company or any Affiliate will be
segregated from the general assets of the Company or any Affiliate for the
payment of benefits under this Plan. If the Company or any Affiliate acquires
any insurance policies or other investments to assist it in meeting its
obligations to Participants, those policies or other investments will
nonetheless remain part of the general assets of the Company or Affiliate.

13.3  CANCELLATION OR REDUCTION OF ACCOUNTS.

      (a) GENERAL. An Employer and one of its Participants may agree from time
to time to reduce (but not below zero) the amount credited to the Participant's
Account under this Plan. Any such agreement must be in writing, must be signed
by the Participant and the Employer, shall relate only to amounts credited to
the Participant's Account and shall not circumvent the provisions of Sections
8.1 (Time of Payment.), 8.2(b) (Participation Elections. -


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<PAGE>

Revised Elections.), or 8.3 (Method of Payment.) regarding the timing or manner
of distributions from this Plan.

      (b) OFFSET FOR DISCRETIONARY CONTRIBUTIONS TO SAVINGS PLAN. An Employer
may from time to time make a discretionary contribution to the Savings Plan on
behalf of a Participant in excess of the matching or profit sharing
contributions that the Participant is entitled to receive under the terms of the
Savings Plan (a "Discretionary Contribution"). Any Participant who receives a
Discretionary Contribution to his Savings Plan account will have his Profit
Sharing Contributions Account under this Plan offset in an amount equal to the
Discretionary Contribution. If a Participant's Profit Sharing Contributions
Account balance is lower than the amount of the Discretionary Contribution, the
offset shall first be made against the Profit Sharing Contributions Account
(until such balance is zero), and the remainder of the offset shall be made
against the Participant's Matching Contributions Account under this Plan. Such
offset shall occur on the date that the Discretionary Contribution is credited
to the Participant's Savings Plan account.

13.4  EXCEPTION TO CONTRIBUTION RULE.

      Neither the Company nor any other Employer shall have any obligation to
transfer Deferral Contributions made by the Participants, Matching or Profit
Sharing Contributions due from the Company or such Employer, or any other
amounts to the Trust Fund, if and so long as the assets of the Trust Fund exceed
the aggregate Account Balances of all Participants. The provisions of this
Section 13.4 supersede the provisions of Sections 4.1 (Participant
Contributions.), 4.2 (Matching Contributions), 4.3 (Profit Sharing
Contributions), or any other provision of this Plan that purports to require the
Company or any other Employer to transfer amounts to the Trust Fund.

13.5. STATUS OF TRUST FUND.

      The Trust Fund is being established to assist the Company and the adopting
Affiliates in meeting their obligations to the Participants and to provide the
Participants with a measure of protection in certain limited instances. In
certain circumstances described in the Trust Agreement, the assets of the Trust
Fund may be used for the benefit of the Company's or an Affiliate's creditors
and, as a result, the Trust Fund is considered to be part of the Company's and
adopting Affiliate's general assets. Benefit payments due under this Plan shall
either be paid from the Trust Fund or from the Company's or Affiliate's general
assets as directed by the Plan Administrator. Despite the establishment of the
Trust Fund, it is intended that the Plan be considered to be "unfunded" for
purposes of the Act and the Code.

13.6. FUNDING UPON A CHANGE OF CONTROL.

      Prior to the day on which a Change of Control occurs, if for any reason
the assets of the Trust Fund are less than the aggregate Account Balances of all
Participants, the Company shall transfer an amount equal to the deficiency to
the Trustee of the Trust. If it is discovered at any time that the amount
initially transferred is less than the total amount called for by the preceding


                                       24
<PAGE>

sentence, the shortfall shall be transferred to the Trustee immediately upon the
discovery of such error.

13.7. UNIFORM ADMINISTRATION.

      Whenever in the administration of the Plan any action is required by the
Plan Administrator, such action shall be uniform in nature as applied to all
persons similarly situated.

13.8. HEIRS AND SUCCESSORS.

      All of the provisions of this Plan shall be binding upon all persons who
shall be entitled to any benefits hereunder, and their heirs and legal
representatives.

13.9  NO LIABILITY FOR ACCELERATION OF PAYMENTS.

      Under the Plan, Participants are allowed, to a certain extent, to
designate the dates on which distributions are to be made to them. The Plan
Administrator, however, also has the right, in the exercise of its discretion,
to accelerate payments. By accepting the benefits offered by the Plan, each
Participant (and each Beneficiary claiming through a Participant) acknowledges
that the Plan Administrator may override the Participant's elections and agrees
that neither the Participant nor any Beneficiary shall have may claim against
the Plan Administrator, the Trustee, or any Employer if distributions are made
earlier than anticipated by the Participant due to the Plan Administrator's
exercise of its discretion to accelerate payments.

      To signify its adoption of this Plan document, the Company has caused this
Plan document to be executed by a duly authorized officer of the Company on this
_____ day of November, 2003.

                                          PHELPS DODGE CORPORATION

                                          By_________________________________

                                          Its________________________________


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