<PAGE>
                                                                    EXHIBIT 10.8


                            PHELPS DODGE CORPORATION

                                  SUPPLEMENTAL

                                 RETIREMENT PLAN
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                                                                               .
                                                                               .
                                                                               .
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
ARTICLE I        PREAMBLE ..............................................     1

ARTICLE II       DEFINITIONS ...........................................     1

         2.1   DEFINITIONS .............................................     1

         2.2   CONSTRUCTION ............................................     5

         2.3   REFERENCES TO RETIREMENT PLAN ...........................     5

ARTICLE III      ELIGIBILITY ...........................................     6

         3.1   SELECTION OF PARTICIPANTS ...............................     6

         3.2   DISCONTINUANCE OF PARTICIPATION .........................     6

         3.3   ADOPTION BY AFFILIATES ..................................     7

         3.4   CHANGE IN AFFILIATE STATUS ..............................     7

ARTICLE IV       ELIGIBILITY FOR BENEFITS ..............................     7

         4.1   NORMAL RETIREMENT .......................................     7

         4.2   EARLY RETIREMENT ........................................     7

         4.3   LATE RETIREMENT .........................................     8

         4.4   SPECIAL EARLY RETIREMENT ................................     8

         4.5   DISABILITY ..............................................     8

         4.6   TERMINATION OF EMPLOYMENT ...............................     8

         4.7   DEATH BEFORE RETIREMENT .................................     9

         4.8   CYPRUS DEATH BENEFIT ....................................     9

         4.9   DEATH AFTER RETIREMENT ..................................     9

         4.10  SPECIAL VESTING PROVISION APPLICABLE ON SALE OF ACCURIDE      9

ARTICLE V        DETERMINATION OF BENEFITS .............................    10

         5.1   NORMAL RETIREMENT BENEFIT ...............................    10

         5.2   EARLY RETIREMENT BENEFIT ................................    11

         5.3   LATE RETIREMENT BENEFIT .................................    12

         5.4   SPECIAL EARLY RETIREMENT BENEFIT ........................    12

         5.5   DISABLED EMPLOYEE BENEFIT ...............................    12

         5.6   DEFERRED VESTED RETIREMENT BENEFIT ......................    12

         5.7   SURVIVING SPOUSE BENEFIT - DEATH BEFORE RETIREMENT ......    13

         5.8   TIMING ADJUSTMENTS ......................................    13
</TABLE>


                                        i
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<TABLE>
<S>                                                                         <C>
ARTICLE VI       PAYMENT OF BENEFITS ...................................    13

         6.1   TIME OF DISTRIBUTION OF BENEFITS ........................    13

         6.2   PARTICIPANT ELECTIONS ...................................    14

         6.3   FORMS OF BENEFIT PAYMENTS ...............................    14

         6.4   SPOUSAL CONSENT .........................................    16

         6.5   BENEFICIARY DESIGNATIONS ................................    16

         6.6   IN-SERVICE PAYMENT OF BENEFITS ..........................    17

         6.7   SPECIAL PAYMENT PROVISION APPLICABLE ON SALE OF AFFILIATE    17

ARTICLE VII      ADMINISTRATION OF THE PLAN ............................    17

         7.1   ADOPTION OF TRUST .......................................    17

         7.2   POWERS OF THE PLAN ADMINISTRATOR ........................    17

         7.3   BENEFITS ADMINISTRATION COMMITTEE .......................    18

         7.4   APPOINTMENT OF AGENTS ...................................    18

         7.5   CONFLICT OF INTEREST ....................................    19

         7.6   ACTION TAKEN BY COMPANY .................................    19

         7.7   DELEGATIONS OF AUTHORITY ................................    19

         7.8   INDEMNIFICATION .........................................    19

ARTICLE VIII     CLAIMS REVIEW PROCEDURE ...............................    19

         8.1   APPLICATION FOR BENEFITS NOT REQUIRED ...................    19

         8.2   CLAIMS PROCEDURES .......................................    19

ARTICLE IX       LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY .........    23

         9.1   ANTI-ALIENATION CLAUSE ..................................    23

         9.2   PERMITTED ARRANGEMENTS ..................................    23

         9.3   PAYMENT TO MINOR OR INCOMPETENT .........................    23

         9.4   UNDERPAYMENT OR OVERPAYMENT OF BENEFITS .................    23

ARTICLE X        AMENDMENT, MERGER AND TERMINATION .....................    24

         10.1  AMENDMENT ...............................................    24

         10.2  MERGER OR CONSOLIDATION OF COMPANY ......................    24

         10.3  TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS ..    24

ARTICLE XI       CHANGE OF CONTROL PROVISIONS ..........................    24

         11.1  ADDITIONAL SERVICE CREDIT ...............................    24
</TABLE>


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<TABLE>
<S>                                                                         <C>
         11.2  70/80 RETIREMENT BENEFIT ................................    25

         11.3  PLAN ADMINISTRATOR DISCRETION ...........................    25

         11.4  SPECIAL LUMP SUM OPTION .................................    25

ARTICLE XII      GENERAL PROVISIONS ....................................    26

         12.1  LIMITATION ON PARTICIPANTS' RIGHTS ......................    26

         12.2  STATUS OF PARTICIPANTS AS UNSECURED CREDITORS ...........    26

         12.3  STATUS OF TRUST FUND ....................................    26

         12.4  CANCELLATION OR REDUCTION OF BENEFITS ...................    26

         12.5  UNIFORM ADMINISTRATION ..................................    26

         12.6  HEIRS AND SUCCESSORS ....................................    27

         12.7  NO LIABILITY FOR ACCELERATION OF PAYMENTS ...............    27
</TABLE>


                                      iii
<PAGE>
                            PHELPS DODGE CORPORATION

                          SUPPLEMENTAL RETIREMENT 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 Non-qualified Retirement and Savings Plan of Phelps
Dodge Corporation (the "Comprehensive Plan"). The Comprehensive Plan consisted,
primarily, of supplemental executive retirement provisions and supplemental
executive savings provisions. In 1997, the Company split the Comprehensive Plan
into two separate plans, the Phelps Dodge Corporation Supplemental Savings Plan
(the "SSP") and the Phelps Dodge Corporation Supplemental Retirement Plan.

      By the adoption of this document, the Company amends and restates the
Phelps Dodge Corporation Supplemental Retirement Plan (the "Plan") in its
entirety. This amended and restated Plan document is effective, generally, as of
January 1, 2001 (the "Effective Date"), but special effective dates may apply to
particular provisions, as noted below.

      By action taken on November 15, 2000, the Cyprus Amax Minerals Company
Supplemental Executive Retirement Plan was merged into the Plan, effective as of
January 1, 2001. Effective as of the same date, Cyprus Amax Minerals Company
("Cyprus") became a participating employer under this Plan. As of the Effective
Date, all benefits previously accrued under either the Plan or the Cyprus Amax
Minerals Company Supplemental Executive Retirement Plan shall be governed by the
terms and provisions of this Plan document, which also serves as a complete
amendment and restatement of the Cyprus Amax Minerals Company Supplemental
Executive Retirement Plan.

      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
supplemental retirement benefits. 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) "ACT" means the Employee Retirement Income Security Act of 1974, as
  amended.

      (b) "ACTUARIAL EQUIVALENT" means a benefit of equal value when computed
  using an indicated mortality table, interest rate and annuity conversion
  factors. Except as otherwise noted below, the mortality tables, and interest
  rates specified in Section 1.1(c) (Definitions - Actuarial Equivalent) of the
  Retirement Plan and the annuity conversion factors set forth in Article V
  (Payment of Benefits) of the Retirement Plan shall be utilized in making
  Actuarial Equivalency determinations for purposes of this Plan. For purposes
  of calculating any lump sum payments attributable to the Cyprus Minimum
  Benefit, the Plan Administrator shall use the interest rates and mortality
  table set forth in Section 1.2(a) (Definitions - Actuarial Equivalent) of the
  Phelps Dodge Retirement Plan Supplement No. 14 - Cyprus Salaried Employees.

      (c) "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 of 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 corporation, partnership, or other
  organization which is otherwise required to be aggregated with the Company
  pursuant to Section 414(o) of the Code.

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

      (e) "BENEFITS ADMINISTRATION COMMITTEE" or "COMMITTEE" means the committee
  appointed by the Board of Directors in accordance with Section 7.1 (Benefits
  Administration Committee) of the Retirement Plan.

      (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) "CODE" means the Internal Revenue Code of 1986, as amended.

      (j) "CYPRUS MINIMUM BENEFIT" means the "Supplemental Benefit" a Cyprus
  SERP Participant would have been entitled to receive pursuant to Article V
  (Computation of Supplemental Benefit) of the Cyprus SERP if the Cyprus SERP
  Participant had terminated

                                       2
<PAGE>
  employment as of December 31, 2000 after taking into account any amounts
  previously paid pursuant to Section 6.6 (Change in Control) of the Cyprus
  SERP.

      (k) "CYPRUS SERP" means the Cyprus Amax Minerals Company Supplemental
  Executive Retirement Plan, as amended and restated by a document dated January
  29, 1998, and as further amended by Amendment Number 1 dated November 12, 1998
  and Amendment Number 2 dated June 4, 1999.

      (l) "CYPRUS SERP PARTICIPANT" means any individual who, as of December 31,
  2000, was a participant in the Cyprus SERP and who, as of January 1, 2001,
  became a Participant in this Plan pursuant to Section 3.1(d)(Selection of
  Participants - Cyprus SERP Participants).

      (m) "DEFERRED VESTED RETIREMENT BENEFIT" means the benefit payable
  pursuant to Section 5.6 (Deferred Vested Retirement Benefit) to a Participant
  who terminates employment and is entitled to receive a benefit pursuant to
  Section 4.6 (Termination of Employment).

      (n) "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.

      (o) "EARLY RETIREMENT BENEFIT" means the benefit payable pursuant to
  Section 5.2 (Early Retirement Benefit).

      (p) "EARLY RETIREMENT DATE" means the first day of the calendar month next
  following the later of a Participant's attainment of age 55 or completion of
  ten years of Service.

      (q) "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 pursuant to Section 3.1 (Selection of
  Participants).

      (r) "EMPLOYER" means the Company and any Affiliate which has elected to
  participate in the Plan with the approval of the Plan Administrator, as
  provided in Section 3.3 (Adoption by Affiliates).

      (s) "LATE RETIREMENT BENEFIT" means the benefit payable pursuant to
  Section 5.3 (Late Retirement Benefit).

      (t) "LATE RETIREMENT DATE" means the first day of any calendar month
  following a Participant's Normal Retirement Date as of which the Participant
  retires.


                                       3
<PAGE>
      (u) "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.

      (v) "NORMAL RETIREMENT AGE" means the day on which occurs the later of (1)
  the Participant's 65th birthday or (2) the earlier of (A) the 5th anniversary
  of the date on which the Participant's participation in the Retirement Plan
  (or any predecessor plan) commenced or (B) the date on which the Participant
  is credited with five years of Service.

      (w) "NORMAL RETIREMENT BENEFIT" means the benefit payable pursuant to
  Section 5.1 (Normal Retirement Benefit).

      (x) "NORMAL RETIREMENT DATE" means the first day of the month coinciding
  with or next following a Participant's Normal Retirement Age.

      (y) "PARTICIPANT" means any Employee of the Company or any of its
  Affiliates who is entitled to participate and who is chosen for participation
  pursuant to Section 3.1 (Selection of Participants).

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

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

      (bb) "RETIREMENT PLAN" means the Phelps Dodge Retirement Plan.

      (cc) "SERVICE" means, generally, a Participant's periods of employment
  with the Employers calculated in accordance with the provisions of the
  Retirement Plan that are applicable to the Participant and subject to the
  following special rules:

            (1) For Participants terminating employment prior to September 1,
1997, notwithstanding any provision of the Retirement Plan to the contrary, a
Participant's period of employment with an Affiliate (including particularly
Accuride Corporation, Columbian Chemicals Company and Hudson International
Conductors) during the period prior to the date such Affiliate became a member
of the Company's controlled group for purposes of Section 414 of the Code shall
be disregarded for purposes of benefit accrual (e.g., the calculation of the
amount of the Participant's benefit) but shall be considered for purposes of
determining the Participant's eligibility for a particular type of benefit.

            (2) Effective for Participants terminating employment on or after
September 1, 1997 who were not on or after such date employed by Accuride
Corporation, a Participant's periods of employment with an Affiliate other than
Nesor Alloy Corporation during the period prior to the date such Affiliate
became a member of the Company's controlled group for purposes of Section 414 of
the Code shall be considered for all purposes under the Plan, including for
purposes of benefit accrual (e.g., the calculation of the amount of the
Participant's benefit). The preceding sentence does not apply to individuals
employed by Accuride Corporation on or after September 1, 1997.


                                       4
<PAGE>
            (3) The Service of a Participant who is classified as a "Cyprus
Participant" in accordance with Section 1.1(v) (Definitions - Cyprus
Participant) of the Retirement Plan shall be determined in accordance with all
of the special provisions that apply to a "Cyprus Participant" pursuant to the
Retirement Plan.

            (4) The Service of a Participant who is classified as a "Columbian
Participant" pursuant to Section 1.1(s) (Definitions - Columbian Participant) of
the Retirement Plan shall be determined in accordance with all of the special
provisions that apply to a "Columbian Participant" pursuant to the Retirement
Plan.

      (dd) "SPECIAL EARLY RETIREMENT BENEFIT" means the benefit to which a
  Participant is entitled pursuant to Section 5.4 (Special Early Retirement
  Benefit).

      (ee) "SPOUSE" means the spouse of a Participant who is legally married to
  the Participant (under the laws of the jurisdiction in which the Participant
  resides) on the date on which a benefit under the Plan becomes payable to or
  on behalf of the Participant.

      (ff) "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.

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

      (hh) "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.,
  contributions, earnings or forfeitures).

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, to the extent that
such laws are not preempted by the Act.

2.3 REFERENCES TO RETIREMENT PLAN.

      Any references to particular sections of the Retirement Plan shall be
deemed to be references to any amended or substituted provisions if the
referenced section is amended or replaced.


                                       5
<PAGE>
                                   ARTICLE III
                                   ELIGIBILITY

3.1 SELECTION OF PARTICIPANTS.

      (a) GENERAL. Any Employee who was participating in the Plan prior to
January 1, 2000 shall continue to be eligible to participate in the Plan,
subject to the provisions of paragraph (c) or Section 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 Employee's AICP Grade classification, subject to the
provisions of paragraph (c) or Section 3.2 (Discontinuance of Participation).
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.

      (b) LIMITATION ON 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 discretion, may exclude an Employee who otherwise meets the
requirements of paragraph (a) from participation in the Plan if it concludes
that the exclusion of that Employee is necessary to satisfy these requirements.
The Plan Administrator also may exclude an Employee who otherwise meets the
requirements of paragraph (a) for any other reason, or for no reason, as the
Plan Administrator deems to be appropriate in its sole discretion.

      (c) TERMINATION OF PARTICIPATION. A Participant shall cease to participate
in the Plan upon his termination of employment with the sponsoring Employers or
under the circumstances described in Section 3.2 (Discontinuation of
Participation), except that if he has met the eligibility conditions for an
immediate or deferred vested retirement benefit, he shall remain a Participant
for purposes of receiving his benefit at the appropriate time.

      (d) CYPRUS SERP PARTICIPANTS. Any Employee who was participating in the
Cyprus SERP on December 31, 2000, became eligible to participate in this Plan
effective as of January 1, 2001, subject to the Plan Administrator's right to
exclude a Participant pursuant to paragraph (b) or terminate a Participant's
participation pursuant to Section 3.2 (Discontinuance of Participation).

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 he terminates employment under circumstances that do not entitle him to
receive an immediate or deferred benefit; (b) if he is transferred to employment
with an Affiliate or other employer that is not an adopting Employer of this
Plan; (c) if the Plan Administrator specifically acts to discontinue his
participation; or (d) effective as of January 1, 2003, immediately when a
Participant is no longer eligible to be a participant in the


                                       6
<PAGE>
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 accrue
additional benefits, the amount of his benefit, if any, and his eligibility to
receive a particular type of benefit, will be determined as of the date of his
discontinuance, and he shall remain a Participant in the Plan solely for the
purpose of receiving his benefit at the appropriate time. If the Participant is
entitled to receive a benefit in the future, the benefit payments will be
postponed until the occurrence of one of the events listed in Article IV
(Eligibility for Benefits), unless the Plan Administrator, in the exercise of
its discretion, directs that a distribution be made as of an earlier date. If
the Plan Administrator directs that a Participant's benefits be distributed as
of an earlier date, the Participant's benefits shall be distributed in one lump
sum payment that is the Actuarial Equivalent of the Participant's accrued
benefit, calculated 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. An Affiliate will be deemed to have adopted this Plan if any
of its employees are Participants in the Plan or file an election to participate
with the consent of the Affiliate. At the request of the Plan Administrator, the
Affiliate also 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 necessary to pay the benefits
accrued by its Participants, 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, 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.

                                   ARTICLE IV
                            ELIGIBILITY FOR BENEFITS

4.1 NORMAL RETIREMENT.

      A Participant whose employment with all Employers terminates on his Normal
Retirement Date shall receive the Normal Retirement Benefit provided by Section
5.1 (Normal Retirement Benefit).

4.2 EARLY RETIREMENT.

      A Participant whose employment with all Employers terminates on or after
his Early Retirement Date shall receive an Early Retirement Benefit as provided
in Section 5.2 (Early


                                       7
<PAGE>
Retirement Benefit) commencing on the first day of any month designated by him,
but not later than his Normal Retirement Date.

4.3 LATE RETIREMENT.

      A Participant whose employment with all Employers terminates after his
Normal Retirement Date shall be entitled to receive a Late Retirement Benefit
calculated in accordance with Section 5.3 (Late Retirement Benefit).

4.4 SPECIAL EARLY RETIREMENT.

      A Participant shall be entitled to receive a Special Early Retirement
Benefit as provided in Section 5.4 (Special Early Retirement Benefit) if he
satisfies the special early retirement eligibility criteria set forth in Section
3.3(a) (Special Early Retirement) of the Retirement Plan.

4.5 DISABILITY.

      (a) CONTINUED ACCRUAL. A Participant who is suffering from a Disability
and receives benefits under the LTD Plan shall for all purposes of this Plan be
deemed to remain in employment during the period for which he receives such
benefits under the same employment conditions that prevailed prior to his
Disability. The special benefit computation rules applicable to a Participant
who is absent from work on account of a Disability which are set forth in
Section 1.1(ee) (Definitions - Final Average Monthly Compensation) of the
Retirement Plan, shall apply in the computation of the benefit for such a
Participant.

      (b) RECOVERY. In the event that the Participant recovers from Disability,
or ceases to receive benefits under the LTD Plan, and returns to the Service of
an Employer, he shall thereafter become eligible for benefits under the same
terms and conditions as if he had not been Disabled. If such a Participant who
recovers from Disability or ceases to receive benefits under the LTD Plan does
not return to Service with the Employer, his employment shall be deemed to have
terminated as of the date of such recovery or cessation of benefits and, if
eligible, he shall become entitled to a Deferred Vested Retirement Benefit,
Early Retirement Benefit, or Normal Retirement Benefit as the case may be.

      (c) SPECIAL SITUATIONS. A Participant who is Disabled but is not covered
under the LTD Plan shall be eligible for the benefits of this Section if, in the
judgment of the Plan Administrator, he would be eligible to receive benefits
under the LTD Plan if he were so covered.

4.6 TERMINATION OF EMPLOYMENT.

      If a Participant's employment with all Employers is terminated,
voluntarily or otherwise, for reasons other than death, Disability, or
retirement, after the Participant has completed at least five years of Service,
he will be entitled to a Deferred Vested Retirement Benefit. The Deferred Vested
Retirement Benefit shall be determined in accordance with Section 5.6 (Deferred
Vested Retirement Benefit) and will commence on the first day of the month
following the Participant's 65th birthday. If the Participant has completed at
least ten years of Service prior to his termination of employment, the Deferred
Vested Retirement Benefit may commence on the first


                                       8
<PAGE>
day of any month following the Participant's 55th birthday if the Participant so
elects in accordance with Section 6.2 (Participant Elections). Except as noted
below, if a Participant's employment is terminated for reasons other than death,
Disability, or retirement and at the time of the termination the Participant has
not completed five years of Service, the benefit accrued by the Participant
prior to the termination shall be forfeited. For this purpose, "retirement"
means the termination of employment after a Participant has attained his Early
or Normal Retirement Date. A Cyprus SERP Participant shall have a fully vested
interest in his Cyprus Minimum Benefit at all times.

4.7 DEATH BEFORE RETIREMENT.

      If a Participant who has been married for at least one year dies (a) while
in employment with an Employer after completing five years of Service or his age
and Service total at least 65 or (b) following termination of employment if the
Participant was entitled to a benefit under Section 4.6 (Termination of
Employment) and benefit payments have not yet commenced, the Participant's
Spouse shall receive an annuity, payable for life, in accordance with Section
5.7 (Surviving Spouse Benefit - Death Before Retirement). A Participant shall be
deemed to have died while in employment if immediately before his death he was
Disabled for purposes of Section 4.5 (Disability). Except as otherwise provided
in Section 4.8 (Cyprus Death Benefit), no death benefits are payable upon the
death of an unmarried Participant or a Participant who has been married for less
than one year on the date of death.

4.8 CYPRUS DEATH BENEFIT.

      If a Cyprus SERP Participant dies before the commencement of benefits, a
special death benefit will be paid to the beneficiary designated by the Cyprus
SERP Participant in accordance with Section 6.5 (Beneficiary Designations). The
death benefit will be paid in one lump sum and will be the Actuarial Equivalent
of the Participant's Cyprus Minimum Benefit. The Actuarial Equivalent of the
special death benefit shall reduce any benefits payable to the Participant's
Surviving Spouse pursuant to Section 5.7 (Surviving Spouse Benefit - Death
Before Retirement).

4.9 DEATH AFTER RETIREMENT.

      If a Participant dies after benefit payments have commenced, further
payments, if any, under the Plan will be made in accordance with the method of
payment applicable under ARTICLE VI (Payment of Benefits).

4.10 SPECIAL VESTING PROVISION APPLICABLE ON SALE OF ACCURIDE.

      Participants who were employed by Accuride Corporation as of the date that
Accuride ceased to be an Affiliate for purposes of this Plan were fully vested
and are eligible to receive a Deferred Vested Retirement Benefit regardless of
whether they have completed five years of Service.


                                       9
<PAGE>
                                    ARTICLE V
                            DETERMINATION OF BENEFITS

5.1 NORMAL RETIREMENT BENEFIT.

      (a) GENERAL. Subject to the provisions of paragraph (b) and the offsets
called for by paragraphs (c), (d) and (e), the Normal Retirement Benefit to
which a Participant will be entitled if he terminates employment with all
Employers on his Normal Retirement Date shall equal the monthly "Normal
Retirement Benefit" (as such term is defined in the Retirement Plan) to which
the Participant would be entitled under the Retirement Plan if:

            (1) In the case of any Participant other than an Employee of
Accuride Corporation, the Participants were covered by the "Benefit Structure"
(as such term is defined in Section 1.1(w) (Definitions - Benefit Structure) of
the Retirement Plan) applicable to the Company's salaried employees and
disregarding any special benefits applicable to "ASWI Salaried Participants"
pursuant to Section 4.1(g) (Normal and Late Retirement Benefits - Termination
after Transfer from a Transition Plan Supplement) of the Retirement Plan,
"Cyprus Participants" pursuant to Section 4.1(h) (Normal and Late Retirement
Benefits - Termination After Cyprus Plan Merger) of the Retirement Plan,
"Columbian Participants" pursuant to Section 4.1(i) (Normal and Late Retirement
Benefits - Termination after Transfer from Columbian Plan Supplement) of the
Retirement Plan, or Kennecott Participants pursuant to Section 4.1(j) (Special
Benefit Formula for Kennecott Participants) of the Retirement Plan.

            (2) In the case of any Participant who is an Employee of Accuride
Corporation, the Participants were covered by the Benefit Structure under the
Retirement Plan that is applicable to Accuride Employees;

            (3) The limitations included in the Retirement Plan to comply with
the provisions of Section 401(a)(17) of the Code (which limits the amount of
compensation that may be taken into account for purposes of the Plan) were not
applicable; and

            (4) The limitations included in the Retirement Plan to comply with
the provisions of Section 415 of the Code (which limits the amount of a
Participant's benefit) were not applicable.

      (b) CYPRUS SERP PARTICIPANTS. In the case of a Cyprus SERP Participant,
the Normal Retirement Benefit shall be the greater of (1) the Normal Retirement
Benefit calculated pursuant to paragraph (a) as of the date on which the
Participant terminates employment with all Employers, or (2) the Cyprus Minimum
Benefit.

      (c) RETIREMENT PLAN OFFSET. The benefit determined pursuant to paragraph
(a) or (b) shall be reduced by the "Retirement Plan Offset." The "Retirement
Plan Offset" is the monthly "Normal Retirement Benefit" (as such term is defined
in Section 1.1(ss) (Definitions - Normal Retirement Benefit) of the Retirement
Plan) to which the Participant is actually entitled under the Retirement Plan.
For purposes of calculating the Retirement Plan Offset, the Participant's gross
"Normal Retirement Benefit" under the Retirement Plan, before the reduction
called for by Section 4.7 (Reduction for Other Plans) of the Retirement Plan or
any similar reduction or offset, will be used.


                                       10
<PAGE>
      (d) NON-QUALIFIED PLAN OFFSET. The benefit determined pursuant to
paragraph (a) or (b) also shall be reduced by the "Non-Qualified Plan Offset."
The "Non-Qualified Plan Offset" is the monthly benefit to which the Participant
is entitled as of his Normal Retirement Date under any other defined benefit
plan or arrangement sponsored by an Employer (a "Non-Qualified Plan") other than
the Cyprus SERP or a plan or arrangement that expressly provides that its
purpose is to supplement the benefits provided by this Plan and the Retirement
Plan.

      (e) CYPRUS SERP OFFSET. The Normal Retirement Benefit determined pursuant
to paragraphs (a) or (b) also shall be reduced by the "Cyprus SERP Offset." The
Cyprus SERP Offset is equal to the "Supplemental Benefit" calculated pursuant to
Article V (Computation of Supplemental Benefit) of the Cyprus SERP that was
distributed to the Participant in the form of an actuarially equivalent lump sum
pursuant to Section 6.6 (Change in Control) of the Cyprus SERP or otherwise. The
Cyprus SERP Offset will be expressed as a single life annuity beginning on a
Participant's Normal Retirement Date. If a Cyprus SERP Participant's Normal
Retirement Benefit is equal to the Cyprus Minimum Benefit, the Cyprus SERP
offset will not apply since the Cyprus Minimum Benefit has been adjusted to
reflect the earlier payment from the Cyprus SERP.

      (f) ADJUSTMENTS. If the Participant is covered by a Benefit Structure of
the Retirement Plan or by a Non-Qualified Plan pursuant to which the Normal
Retirement Benefit is expressed in a normal form other than a single life
annuity for the life of the Participant, the Participant's benefit shall be
converted to an Actuarially Equivalent single life annuity for purposes of
calculating the Retirement Plan Offset and the Non-Qualified Plan Offset.

      (g) EFFECTIVE DATE. The provisions of paragraph (a) only apply to a
Participant who terminates employment on or after September 1, 1997. The Normal
Retirement Benefits of a Participant who terminated employment prior to
September 1, 1997 shall be determined in accordance with the provisions of the
Comprehensive Plan as in effect prior to the adoption of the Plan.

5.2 EARLY RETIREMENT BENEFIT.

      A Participant's Early Retirement Benefit will be calculated in the same
fashion as his Normal Retirement Benefit but on the basis of the Service and
compensation earned by the Participant as of his actual date of retirement. The
Early Retirement Benefit so calculated shall be reduced in the same fashion as
"Early Retirement Benefits" (as such term is defined in Section 1.1(z)
(Definitions - Early Retirement Benefit) of the Retirement Plan) are reduced (if
at all) for individuals covered by the Retirement Plan Benefit Structure
applicable to salaried employees of the Company. Since the Early Retirement
Benefit reductions for individuals covered by the Retirement Plan Benefit
Structure applicable to salaried employees of the Company will be used, the
provisions of Section 4.2(d) (Early Retirement Benefit - Special Rules for All
Salaried Work Force Initiative) of the Retirement Plan, Section 4.2(e) (Early
Retirement Benefit - Special Rule for Cyprus Participants) of the Retirement
Plan and Section 4.2(f) (Early Retirement Benefit - Special Rules for Columbian
Participants) of the Retirement Plan will be disregarded. The Early Retirement
Benefit of a Cyprus SERP Participant will not be less than the Cyprus Minimum
Benefit, reduced by applying the early retirement reduction


                                       11
<PAGE>
provisions referred to in Section 4.2(b) (Special Calculation Rules Applicable
to Minimum Benefit) of the Phelps Dodge Retirement Plan Supplement No. 14 -
Cyprus Salaried Employees.

5.3 LATE RETIREMENT BENEFIT.

      A Participant's Late Retirement Benefit will be calculated in the same
fashion as his Normal Retirement Benefit but on the basis of the Service and
compensation earned by the Participant as of his actual date of retirement.

5.4 SPECIAL EARLY RETIREMENT BENEFIT.

      (a) GENERAL RULE. The Special Early Retirement Benefit shall equal the
monthly "Special Early Retirement Benefit" to which the Participant would be
entitled under Section 4.3 (Special Early Retirement Benefit) of the Retirement
Plan, including any supplements to which the Participant would be entitled under
the Retirement Plan, calculated using all of the assumptions set forth in
clauses (1) through (5) of the first sentence of Section 5.1 (a) (Normal
Retirement Benefit - General) and disregarding the limitation set forth in
Section 3.3 (b) (Special Early Retirement - Exclusions) of the Retirement Plan.
The benefit so determined shall be reduced by the "Retirement Plan Offset," the
"Non-Qualified Plan Offset," and the "Cyprus SERP Offset" described in Section
5.1 (Normal Retirement Benefit).

      (b) SPECIAL RULE FOR CYPRUS SERP PARTICIPANTS. If a Cyprus SERP
Participant is entitled to a Special Early Retirement Benefit, the benefit will
equal the greater of (1) the benefit determined in accordance with paragraph (a)
or (2) the Cyprus Minimum Benefit reduced for early commencement by applying the
early retirement reduction rules set forth in Section 4.3(d) (Special Early
Retirement Benefit - Special Rule for Cyprus Participants) of the Retirement
Plan.

5.5 DISABLED EMPLOYEE BENEFIT.

      A Participant who is suffering from a Disability and meets the
requirements of Section 4.5 (Disability) shall become entitled at his Normal
Retirement Date to a benefit determined in accordance with Section 5.1 (Normal
Retirement Benefit). A Participant who has recovered from Disability or has
ceased to receive benefits under the LTD Plan, and who does not return to the
Service of the Employers, may be entitled to a Deferred Vested Retirement
Benefit or to an Early Retirement Benefit, as applicable.

5.6 DEFERRED VESTED RETIREMENT BENEFIT.

      A Participant's annual Deferred Vested Retirement Benefit will be
calculated as of the date of termination under Section 3.1(c) (Selection of
Participants - Termination of Participation) Section 3.4 (Change in Affiliate
Status) or Section 4.6 (Termination of Employment), the date of a Change of
Control under ARTICLE XI (Change of Control Provisions), or the date of
discontinuance of participation under Section 3.2 (Discontinuance of
Participation), as applicable. A Participant's Deferred Vested Retirement
Benefit shall be reduced for the commencement of payments prior to the
Participant's Normal Retirement Date in accordance with the provisions of
Section 4.5 (Deferred Vested Retirement Benefit) of the Retirement Plan,
including the special rules that apply for Cyprus and Columbian Participants.


                                       12
<PAGE>
5.7 SURVIVING SPOUSE BENEFIT - DEATH BEFORE RETIREMENT.

      Subject to the reductions noted below, the annual amount of the annuity
payable to a surviving Spouse pursuant to Section 4.7 (Death Before Retirement)
shall equal the annuity to which the Spouse would be entitled under the
Retirement Plan if the Participant's "Accrued Benefit" (as that term is used in
the Retirement Plan) under the Retirement Plan was calculated using the
assumptions set forth in clauses (1) through (5) of the first sentence of
Section 5.1(a) (Normal Retirement Benefit - General). The amount so determined
shall be reduced by the annuity to which the Spouse is actually entitled under
the Retirement Plan or any Non-Qualified Plan (as such term is defined in
Section 5.1(d) (Normal Retirement Benefit - Non-Qualified Plan Offset)). The
reductions referred to in the preceding sentence shall be adjusted in the same
fashion as the "Retirement Plan Offset" and "Non-Qualified Plan Offset" are
adjusted pursuant to Section 5.1 (Normal Retirement Benefit). The payments to
the Spouse shall commence as soon as possible following the Participant's death.
If a benefit is payable to the beneficiary of a Cyprus SERP Participant pursuant
to Section 4.8 (Cyprus Death Benefit), the benefits payable to the Participant's
surviving Spouse shall be reduced in accordance with Section 4.8.

5.8 TIMING ADJUSTMENTS.

      If benefits under this Plan and benefits under the Retirement Plan (or any
Non-Qualified Plan with respect to which the Non-Qualified Plan Offset
provisions apply pursuant to Section 5.1 (Normal Retirement Benefit)) do not
start on the same day, the Participant's benefit under this Plan shall be
reduced by the benefit the Participant would have received under the Retirement
Plan (or the Non-Qualified Plan) if benefits under such plan or plans had
commenced on the same day that benefits commence under this Plan.

                                   ARTICLE VI
                               PAYMENT OF BENEFITS

6.1 TIME OF DISTRIBUTION OF BENEFITS.

      (a) SPECIAL EARLY, NORMAL, AND LATE RETIREMENT. Distribution of a
Participant's Special Early, Normal or Late Retirement Benefit shall commence as
of the first day of the month coinciding with or next following the
Participant's termination of employment after satisfying the requirements for a
Special Early, Normal or Late Retirement Benefit (as applicable) pursuant to
Article IV (Eligibility for Benefits).

      (b) EARLY RETIREMENT. Except as provided in Section 6.2 (Participant
Elections), distribution of a Participant's Early Retirement Benefit shall
commence as of the first day of the month coinciding with or next following the
Participant's termination of employment after satisfying the requirements for an
Early Retirement Benefit pursuant to Section 4.2 (Early Retirement).

      (c) DEFERRED VESTED RETIREMENT. Except as provided in Section 6.2
(Participant Elections), distribution of a Participant's Deferred Vested
Retirement Benefit shall commence as of the first day of the month following the
Participant's 65th birthday.


                                       13
<PAGE>
      (d) DEATH AND DISABILITY. Distribution of a Participant's Disability or
death benefit shall commence in accordance with Section 5.5 (Disabled Employee
Benefit) or Section 5.7 (Surviving Spouse Benefit - Death Before Retirement).

6.2 PARTICIPANT ELECTIONS.

      (a) INITIAL ELECTIONS. Each Participant shall elect the form in which
distributions are to be made to the Participant. Each Participant also may file
an election to postpone the commencement of Early Retirement Benefits to any
date not later than the first day of the month coinciding with or next following
the Participant's Normal Retirement Date. In addition, each Participant may file
an election to accelerate the commencement of the Participant's Deferred Vested
Retirement Benefit to the first day of the month coinciding with or next
following the later of the Participant's attainment of age 55 or termination of
employment. A Deferred Vested Retirement Benefit may not commence prior to the
Participant's attainment of age 65 unless the Participant completes at least ten
years of Service prior to his termination of employment, in which case the
Deferred Vested Retirement Benefit may commence at any time following the later
of the Participant's termination of employment or attainment of age 55. Each of
these elections shall be made on a form provided or approved by the Plan
Administrator. The election form also may set forth such other information as
the Plan Administrator shall require. Any election filed within one year of a
Participant's termination of employment will be disregarded.

      (b) REVISED ELECTIONS. A Participant may file a new election form in order
to change an election made in a previously filed election form. If the new
election form changes the method of distribution of the Participant's benefits,
or the timing of the commencement of distributions, the new election will be
honored only if the new election form is filed at least one year prior to the
Participant's termination of employment.

      (c) DEFAULTS. If a Participant fails to file an election specifying the
form in which distributions are to be made to the Participant (or if the only
election filed by the Participant is disregarded as untimely), the Participant's
benefit will be distributed in the manner provided by Section 6.3(c) (Forms of
Benefit Payments - Default Option). If a Participant fails to file an election
specifying the date on which Early Retirement Benefits are to commence (or if
the only election filed by the Participant is disregarded as untimely), the
Early Retirement Benefits to which the Participant is entitled will commence at
the time specified in Section 6.1(b) (Time of Distribution of Benefits - Early
Retirement). If a Participant fails to file an election to accelerate the
commencement of the Participant's Deferred Vested Retirement Benefit (or if the
only election filed by the Participant is disregarded as untimely), the Deferred
Vested Retirement Benefits shall commence at the time specified in Section
6.1(c) (Time of Distribution of Benefits - Deferred Vested Retirement).

6.3 FORMS OF BENEFIT PAYMENTS.

      (a) GENERAL. Each Participant shall select the form in which distributions
are to be made to the Participant. Unless otherwise provided, the form in which
benefit payments shall be made will be selected by the Participant in his
initial election form filed in accordance with Section 6.2(a) (Participant
Elections - Initial Elections) or in a revised election form filed in accordance
with Section 6.2(b) (Participant Elections - Revised Elections).


                                       14
<PAGE>
      (b) AVAILABLE OPTIONS. The forms of payment that a Participant may select
are the following:

            (1) STRAIGHT LIFE ANNUITY OPTION. With this option, benefits will be
payable for the Participant's life, with no amount payable after his death.

            (2) CONTINGENT ANNUITANT OPTION. With this option, a modified amount
will be payable during the Participant's life and after his death an amount will
be payable during the life of, and to, the Beneficiary named by the Participant
when he elected the option. The contingent annuitant options available are the
same as those that are available under the Retirement Plan.

            (3) TEN YEAR TERM CERTAIN ANNUITY OPTION. With this option, a
modified amount will be payable during the Participant's life and for at least
ten years. If the Participant does not receive at least ten years of payments,
the balance will be paid to the beneficiary named by the Participant when he
elected the option. This option may not be selected by any Participant on or
after January 1, 1998.

            (4) LUMP SUM OPTION. With this option, a lump sum payment equal to
the Actuarial Equivalent value of the amount otherwise payable to the
Participant as a single life annuity will be paid to the Participant. This
option is only available to a Participant who terminates employment with the
Employers on or after his attainment of age 64. All lump sum payments are
subject to the prior approval of the Plan Administrator. In his election form, a
Participant may condition his election of a lump sum payment on the interest
rate to be used in determining the Actuarial Equivalent of the Participant's
benefit. Subject to the provisions of paragraph (f) dealing with the payment of
small amounts, if the interest rate that would be used to calculate the
Actuarial Equivalent lump sum payment is equal to or greater than the maximum
interest rate specified in the Participant's election form, the Participant's
benefit will not be paid in a lump sum.

            (5) LUMP SUM OPTION FOR CYPRUS MINIMUM BENEFIT. A Cyprus SERP
Participant will receive a lump sum payment equal to the Actuarial Equivalent of
his Cyprus Minimum Benefit as soon as possible following the day on which the
Participant becomes entitled to receive benefits under the Plan. The Actuarial
Equivalent of the lump sum so received shall reduce any other benefits payable
to the Participant. The Cyprus SERP Participant may elect to reject the lump sum
in an election form that is filed in accordance with the provisions of Section
6.2 (Participant Elections).

            (6) OTHER. Any other form of payment approved by the Plan
Administrator in writing, including, but not limited to, the payment of benefits
in installments with interest.

      (c) DEFAULT OPTION. If a married Participant does not select an option
pursuant to paragraph (a), or the Participant's Spouse does not consent to the
option selected by the Participant if and to the extent required by Section 6.4
(Spousal Consent), the Participant's benefit will be paid in the form of a
contingent annuity pursuant to which 50% of the amount paid to the Participant
during the Participant's life is continued to the Participant's Spouse


                                       15
<PAGE>
following the Participant's death. If an unmarried Participant does not select
an option pursuant to paragraph (a), the Participant's benefit will be paid in
the form of a single life annuity.

      (d) AMOUNT OF PAYMENTS. The amount of the payments calculated pursuant to
  Article V are based on the assumption that payments are made in the form of a
  single life annuity for the life of the Participant alone. If payments are
  made in any other form, they will be adjusted to their Actuarial Equivalent.

      (e) LIMITATION ON PAYMENTS. The Plan Administrator shall have the
  discretion to defer any payment under this section in the year of retirement
  or any subsequent year, as the case may be, to a later calendar year if such
  payment, 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 those limitations. Such deferred amounts shall be paid in the
  next succeeding calendar year in which the payment of such amounts, when
  combined with any other payments subject to the Section 162(m) limitations
  received during the year, will not exceed those limitations.

      (f) PAYMENT OF SMALL AMOUNTS AND CASH OUTS. Notwithstanding any provision
  of this Plan to the contrary, if the value of all benefits payable pursuant to
  this Plan to a Participant, surviving Spouse or any beneficiary are
  Actuarially Equivalent to a lump 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.

6.4 SPOUSAL CONSENT.

      If a Participant is married at the time an election form, or a revised
election form, is filed, an election to receive payments in any form other than
a 50% or greater contingent annuitant option with the Spouse as the sole
contingent annuitant shall be ineffective unless the Participant's Spouse
consents to the election on a form prescribed by or acceptable to the Plan
Administrator for that purpose.

6.5 BENEFICIARY DESIGNATIONS.

      (a) GENERAL RULE. Each Participant who elects a method of payment under
Section 6.3 (Forms of Benefit Payments) pursuant to which amounts may be payable
following the Participant's death and each Cyprus SERP Participant entitled to a
special death benefit pursuant to Section 4.8 (Cyprus Death Benefit) shall have
the right to designate, on forms supplied by and delivered to the Plan
Administrator, a beneficiary or beneficiaries.

      (b) SPOUSE AS BENEFICIARY. The beneficiary of a married Participant shall
be the Participant's Spouse unless the Participant has made an effective
election under this Section to name a person other than his Spouse as
beneficiary. The designation of a person other than his Spouse as beneficiary by
a married Participant shall not be effective unless consented to in writing by
the Participant's Spouse in accordance with Section 6.4 (Spousal Consent).

      (c) CHANGES IN DESIGNATION. Subject to the Spousal consent requirements
noted in the preceding paragraph, each Participant may change his beneficiary
designation from time to time by execution and delivery of a new beneficiary
designation form. Upon receipt of such


                                       16
<PAGE>
designation by the Benefits Administration Committee, 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.

      (d) NO LIVING BENEFICIARY. If no designated beneficiary is living when
benefits become payable, or if there is no designated beneficiary, the
beneficiary shall be the Participant's Spouse; or if no Spouse is then living,
such Participant's issue, including any legally adopted child or children, in
equal shares by right of representation; or if no such designated beneficiary
and no such Spouse or issue, including any legally adopted child or children, is
living upon the death of a Participant, or if all such persons die prior to the
full distribution of such Participant's benefits, then the beneficiary shall be
the estate of the Participant.

      (e) RELIANCE. There shall be no liability on the part of the Company, the
Benefits Administration Committee, the Plan Administrator, or the Trustee with
respect to any payment authorized by the Benefits Administration Committee 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.

6.6 IN-SERVICE PAYMENT OF BENEFITS.

      No payments will be made before a Participant terminates employment with
all Employers.

6.7 SPECIAL PAYMENT PROVISION APPLICABLE ON SALE OF AFFILIATE.

      Participants who are employed by an Affiliate as of the date that the
Affiliate ceases to be an Affiliate for purposes of this Plan shall be treated
as though they terminated employment as of the date the Affiliate ceases to be
an Affiliate.

                                   ARTICLE VII
                           ADMINISTRATION OF THE PLAN

7.1 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.

7.2 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 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.


                                       17
<PAGE>
      (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 and shall report to the Company
regarding the investment and reinvestment of the Trust Fund not less frequently
than annually.

      (g) ELECTRONIC ADMINISTRATION. 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 elections, directions, and forms required for
participation in, and the 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.

7.3 BENEFITS ADMINISTRATION COMMITTEE.


      The Benefits Administration Committee shall be the Plan Administrator
unless otherwise designated by the Company. The 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.

7.4 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.



                                       18
<PAGE>
7.5 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.

7.6 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 of Directors, any committee
of officers or other employees of the Company or an Affiliate of the Company, or
any officer of the Company the authority to take any actions hereunder.

7.7 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.

7.8 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 any capacity 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.

                                  ARTICLE VIII
                             CLAIMS REVIEW PROCEDURE

8.1 APPLICATION FOR BENEFITS NOT REQUIRED.


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

8.2 CLAIMS PROCEDURES.


      (a) REVIEW BY THE RETIREMENT MANAGER. If a Claimant is dissatisfied with
the determination of his benefits, eligibility, participation, or any other
right or interest under this


                                       19
<PAGE>
Plan, the Claimant may file a written request for review with the Company's
"Retirement Manager." The "Retirement Manager" is the Company's Manager of
Retirement Plans or the Company representative occupying a comparable position
if the Company does not then have a representative with the title "Manager of
Retirement Plans." The Retirement Manager will notify the Claimant of the
disposition of the claim within 90 days after the request for review is filed
with the Retirement Manager. The Retirement Manager may have an additional
period of up to 90 days to decide the claim if the Retirement Manager determines
that special circumstances require an extension of time to decide the claim and
the Retirement 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 Retirement 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 TO CLAIM APPEALS SUBCOMMITTEE.


                  (1) APPEAL. Within 60 days after receiving the written notice
of the Retirement 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 Benefits Administration Committee 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 Retirement Manager. If
the Claimant does not request a review of the denied claim within sixty (60)
days after receiving written notice of the Retirement Manager's disposition of
the claim, the Claimant shall be deemed to have accepted the Retirement
Manager's written disposition and the Retirement Manager's written disposition
will be final and binding on the Claimant and anyone claiming


                                       20
<PAGE>
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 Benefits Administration Committee is available.

      (c) APPEAL TO THE BENEFITS ADMINISTRATION COMMITTEE.


                  (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
Benefits Administration Committee 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 Benefits Administration Committee shall have the
right to request of and receive from the Claimant such additional information,
documents or other evidence as the Benefits Administration Committee 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 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 Retirement Manager or the Claim Appeals Subcommittee.

                  (2) DECISION OF THE BENEFITS ADMINISTRATION COMMITTEE. A
decision on appeal to the Benefits Administration Committee shall be rendered in
writing by the Benefits Administration Committee 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 Benefits Administration Committee shall so



                                       21
<PAGE>
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
Benefits Administration Committee expects to render a decision. Any such
extension shall not extend beyond 60 days after the ordinary period. If the
appeal to the Benefits Administration Committee 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 8.2, 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
8.2(e) (Claims Procedure - Relevance).

      (e) RELEVANCE. For purpose of this Section 8.2, 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;

            (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 8.2 regarding the making of the
benefit determination.

      (f) DECISIONS FINAL; PROCEDURES MANDATORY. To the extent permitted by law,
a decision on review by the Retirement Manager, Claim Appeals Subcommittee, or
the Benefits Administration Committee shall be binding and conclusive upon all
persons whomsoever. To the extent permitted by law, completion of the claims
procedures described in this Section 8.2 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

                                       22
<PAGE>
another person claiming rights through such a person. The Benefits
Administration Committee 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 Benefits
Administration Committee's decision on appeal is delivered to the Claimant in
accordance with Section 8.2(c)(2) (Claims Procedure - Appeal to the Benefits
Administration Committee - Decision of the Benefits Administration Committee).

                                   ARTICLE IX
                  LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
                      INCOMPETENT DISTRIBUTEE; CORRECTIONS

9.1 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.

9.2 PERMITTED ARRANGEMENTS.


      Section 9.1 (Anti-Alienation Clause) 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 a divorce, of a Participant's interest
in the Plan to a former spouse.

9.3 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.

9.4 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


                                       23
<PAGE>
Plan. Overpayments may be deducted from future payments under the Plan and
underpayments 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 X
                        AMENDMENT, MERGER AND TERMINATION

10.1 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; 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.

10.2 MERGER OR CONSOLIDATION OF COMPANY.


      The Plan shall not be automatically terminated 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 acquirer agree
otherwise in writing.

10.3 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.


      It is the expectation of the Company and each of the Employers that this
Plan 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 benefits of the
affected Participants will continue to be held pursuant to the Plan until the
date or dates on which such benefits 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 benefits 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 XI
                          CHANGE OF CONTROL PROVISIONS

11.1 ADDITIONAL SERVICE CREDIT.


     A Participant whose employment is terminated under such circumstances that
the Participant, because of a Change of Control, is entitled to receive
termination benefits under the


                                       24
<PAGE>
Participant's Change of Control Agreement will receive an additional 36 months
of Service credit for purposes of this Plan.

11.2 70/80 RETIREMENT BENEFIT.


      A Participant whose employment is terminated under such circumstances that
the Participant, because of a Change of Control, is entitled to receive
termination benefits under the Participant's Change of Control Agreement and
whose age and years of Service, as of the date of termination of Service, equal
or exceed (i) 70 if such Participant has attained age 55 on or before such date
or (ii) 80 if he has not attained age 55 on or before such date, may elect (with
the same rights of election as under the Retirement Plan or any other applicable
plan) on or before the date of termination of Service to retire on such date (or
on such other date as may be mutually agreed to between such Participant and the
Company) and to receive, commencing on the first day of the month following or
coinciding with his retirement, a retirement benefit in the amount computed
under the provisions of Section 5.1 (Normal Retirement Benefit) and Section 5.2
(Early Retirement Benefit) without any reduction in such retirement benefit on
account of the commencement thereof prior to attainment of his Normal Retirement
Date; provided that the provisions of Section 5.1 (Normal Retirement Benefit)
and Section 5.2 (Early Retirement Benefit) shall be applicable without regard to
whether or not the Participant has attained age 55. If such a retired
Participant shall subsequently become reemployed by the Company, any retirement
benefit paid to him hereunder shall cease, his Service completed on and after
the date of his reemployment shall continue to accrue and upon his subsequent
retirement or termination of employment his retirement benefit shall be computed
in accordance with the applicable provisions of the Plan, reduced by the
Actuarial Equivalent of the amount of any retirement benefit previously paid
hereunder.

      Each Participant in this Plan to whom this Section applies shall be fully
vested in his or her benefits under the Plan whether or not he or she meets the
Service requirements for a Deferred Vested Retirement Benefit.

11.3 PLAN ADMINISTRATOR DISCRETION.


      The Plan Administrator shall determine, in accordance with uniform and
nondiscriminatory rules designed to carry out the purpose of this Article to
encourage and facilitate the retirement of older employees with long Service,
whether this Section shall apply to any Participant whose age or length of
Service is in doubt.

11.4  SPECIAL LUMP SUM OPTION.


      Notwithstanding any other provision of this Plan to the contrary, the
benefits of any Participant whose employment is terminated under such
circumstances that the Participant, because of a Change of Control, is entitled
to receive termination benefits under the Participant's Change of Control
Agreement shall be paid in the form of an Actuarially Equivalent lump sum. If
such a Participant shall subsequently become reemployed by the Company, his
Service completed on and after the date of his reemployment shall continue to
accrue and upon his subsequent retirement or termination of employment his
retirement benefit shall be computed in


                                       25
<PAGE>
accordance with the applicable provisions of this Plan, reduced by the Actuarial
Equivalent of the amount of any retirement benefit previously paid hereunder.

                                   ARTICLE XII
                               GENERAL PROVISIONS

12.1 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.

12.2 STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.


      Each Participant is an unsecured creditor of the Company or the Affiliate
that employs the Participant and no Participant has any preferred or secured
claim to any 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.

12.3 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.

12.4 CANCELLATION OR REDUCTION OF BENEFITS.


      An Employer and one of its Participants may agree from time to time to
reduce the amount of the Participant's benefit under this Plan. Any such
agreement must be in writing, must be signed by the Participant and the
Employer, shall relate only to the benefits to which the Participant is entitled
and shall not circumvent the provisions of Sections 6.2 (Participant Elections),
or 6.3 (Forms of Benefit Payments) regarding the timing or manner of
distributions from this Plan.

12.5 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.



                                       26
<PAGE>
12.6 HEIRS AND SUCCESSORS.


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

12.7 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 any 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_____________________________________


                                    CYPRUS AMAX MINERALS COMPANY


                                    By_______________________________________
                                       Its_____________________________________



                                       27
<PAGE>
                                   APPENDIX A

      The Company may enter into "Special Benefit Agreements" with individuals
who satisfy the eligibility standards of Section 3.1 (Selection of Participants)
which provide such individuals with benefits from the Plan on some basis other
than pursuant to the generally applicable provisions of the Plan. All such
Special benefit Agreements shall be set forth in writing and shall be signed by
a duly authorized officer of the Company pursuant to such procedures as may be
established from time to time by the Board or the Plan Administrator. If any
provision of this Plan conflicts with a provision included in a Special Benefit
Agreement, the provision of the Special Benefit Agreement shall control.

      The following Special Benefit Agreements have been entered into:

1.    Letter agreement between L. William Seidman and the Company dated August
      15, 1977.


2.    Letter agreement between Edson L. Foster and the Company dated January 27,
      1988.


3.    Letter agreement between Dr. Patrick J. Ryan and the Company dated January
      27, 1988.


4.    Letter agreement between G. Robert Durham and the Company dated March 1,
      1989.


5.    Letter agreement between William C. Tubman and the Company dated November
      1, 1989.


6.    Letter agreement between A.L. (John) Lawrence and the Company dated
      November 1, 1989.


7.    Agreement and General Release between Julio Bague and Phelps Dodge
      International Corporation, made as of September 8, 1993.


8.    Agreement and General Release between Herbert Dunham and Phelps Dodge
      Mining Company made as of June 1, 1994.


9.    Retirement Agreement and General Release between John C. Replogle and the
      Company dated December 4, 1997.


10.   Retirement Agreement and General Release between Henry W. Konerko and the
      Company dated August 11, 1998.


                                       28
<PAGE>
11.   Retirement Agreement and General Release between Richard W. Rice and the
      Company dated December 31, 1998 by Mr. Rice and December 28, 1998 by the
      Company.


12.   Agreement, General Release and Covenant Not to Sue between George M.
      Meseha and Phelps Dodge Copper Products Co. dated December 31, 1998 by Mr.
      Meseha and January 11, 1999 by Phelps Dodge Copper Products Co.


13.   Agreement and General Release between Thomas M. St. Clair and the Company
      dated June 15, 1999.


14.   Agreement and General Release between Roger Weadock and the Phelps Dodge
      Magnet Wire Company dated December 11, 1998 by Mr. Weadock and November 9,
      1998 by Phelps Dodge Magnet Wire Company.


15.   Agreement and General Release between James L. Madson and the Company
      dated September 24, 1999.


16.   Agreement between Douglas C. Yearley and the Company dated December 9,
      1999.


17.   Agreement and General Release between A. L. Lawrence and the Company dated
      January 28, 2000.


18.   Letter agreement between James B. McBiles and the Company dated January 6,
      1994.


19.   Agreement and General Release between Kirk D. Kemmish and the Company
      dated August 31, 2000.


20.   Agreement and General Release between Bernard G. Rethore and the Company
      dated January 6, 1995.


21.   Agreement and General Release between Manuel J. Iraola and the Company
      dated March 6, 2002.




                                       29