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                                                                    Exhibit 10.7


                        SOUTHERN PERU COPPER CORPORATION

                         DEFERRED FEE PLAN FOR DIRECTORS

                (As Amended and Restated as of November 4, 1999)

SECTION 1.    EFFECTIVE DATE. The effective date of the Plan as originally
adopted is March 1, 1996. The effective date of the Plan as hereby amended and
restated is November 4, 1999.

SECTION 2.    DEFINITIONS.

1.  BOARD. The Board of Directors of Southern Peru Copper Corporation.

2.  COMPANY. Southern Peru Copper Corporation.

3.  DEEMED RETIREMENT DATE. May 1 of the calendar year in which a Participant
    reaches his Normal Retirement Date.

4.  DEFERRAL AMOUNTS. All compensation deferred by a Director under the Plan.

5.  DIRECTOR. Any individual serving as a member of the Board.

6.  FAIR MARKET VALUE. As to Company stock, Fair Market Value shall mean the
    average of the high and low prices of a single share of Company common stock
    as reported by the Wall Street Journal for New York Stock Exchange -
    Composite Trading as of the first trading day coincident with or next
    following the day as of which such value is to be determined.

7.  INVESTMENT SUBACCOUNT. An account which earns interest pursuant to
    Section 5.

8.  NORMAL RETIREMENT DATE. For purposes of this Plan, Normal Retirement Date
    for a Director is the date of the Annual Meeting of Stockholders next
    following the Director's 65th birthday.

9.  PARTICIPANT. Any eligible Director or former Director with a Participant
    Account balance.

10. PARTICIPANT ACCOUNT. A bookkeeping account established in the financial
    records of the Company for each Participant. Participant accounts consist of
    an SPCC Stock Subaccount and an Investment Subaccount. Participant Accounts
    are credited with a Participant's Deferral Amounts, and deemed investment
    earnings or losses arising therefrom based on Participant elections pursuant
    to Sections 4 and 5.

11. SPCC STOCK SUBACCOUNT A phantom SPCC stock equivalent account consisting of
    deemed whole shares of Southern Peru Copper Corporation common stock and
    cash.


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SECTION 3.    ELIGIBILITY. Any Non-employee Director is eligible to participate
in the Plan.

SECTION 4.    PARTICIPATION. To become a Participant, a Director must file a
written election to defer either 50 percent or 100 percent of cash compensation
payable by reason of service on the Board. An amount equal to the compensation
deferred will be credited to the Participant's Participant Account as soon as
practicable after the date such compensation is otherwise payable.

         An election to participate must be received by the Company prior to
January 1 of the calendar year during which the election is to be effective and
shall be irrevocable for the entire year. Notwithstanding the foregoing, a
Director may elect to become a Participant in the Plan for the calendar year in
which he first becomes eligible by filing a written election to participate
within 30 days of becoming eligible. The election will be effective on a
prospective basis and only as to remuneration not yet earned.

         An election shall remain in effect for subsequent years unless amended
or terminated in writing prior to January 1 of any subsequent year. An election
can be revoked or withdrawn at any time with respect to amounts to be earned in
years subsequent to the date of revocation or withdrawal.

SECTION 5.    DEEMED INVESTMENT PROVISIONS.  The Company will establish a
Participant Account for each Participant. Each Participant Account will have an
SPCC Stock Subaccount and/or an Investment Subaccount. A Participant must
allocate his Deferral Amounts, in increments of 25 percent, to one or both of
the Subaccounts.

(a)      DEFERRAL AMOUNTS ALLOCATED TO SPCC STOCK SUBACCOUNTS

         1)   A Participant's SPCC Stock Subaccount shall be deemed invested in
              accordance with the Participant's election in whole shares of
              Company common stock which could be purchased at Fair Market Value
              with the Deferral Amounts credited to a Participant's SPCC Stock
              Subaccount on the last business day of each calendar quarter.

         2)   The Stock Subaccount also shall be credited with a bookkeeping
              entry indicating the number of additional whole shares which could
              be purchased at Fair Market Value with any dividends payable on
              the deemed shares held in the SPCC Stock Subaccount on the day
              such dividends are payable to shareholders of Company common
              stock.

         3)   Any amounts that are insufficient to permit the crediting of a
              whole share of Company common stock shall be carried as a cash
              balance bookkeeping entry in such Stock Subaccount. On any date on
              which new funds are available for deemed investment in Company
              stock (either due to an additional deferral or the availability of
              deemed dividends), the cash amount will be added to any such other
              funds, and the maximum number of whole shares that could be
              purchased at Fair Market Value will be deemed invested. The
              remaining amount, if any, will be held as cash. No interest shall
              be credited on any such Stock Subaccount cash balance.


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         4)   The SPCC Stock Subaccount shall be adjusted to reflect any stock
              split, stock dividend, recapitalization, merger, consolidation,
              reorganization or other similar change in the Company's common
              stock.

(b)      DEFERRAL AMOUNTS ALLOCATED TO INVESTMENT SUBACCOUNTS

         A Participant's Deferral Amounts will be credited to his Investment
         Subaccount except to the extent he has elected in writing to credit his
         Deferral Amounts to his Stock Subaccount. Each Investment Subaccount
         will be credited with interest from the date on which deferred
         compensation would normally have been paid, until payment, at a rate
         equal to the yield rate for U.S. Treasury debt obligations with a
         10-year maturity effective for the last business day in each quarter,
         on the first day of each calendar quarter in which such interest is
         credited to the Participant's Investment Subaccount. Interest will be
         compounded quarterly.

SECTION 6.    TRANSFERS. No election may be made to have amounts previously
credited to a Participant's Investment Subaccount transferred to his Stock
Subaccount. Amounts previously credited to a Participant's Stock Subaccount may
not be transferred to his Investment Subaccount, except on or after the earlier
in time of (a) one year prior to Normal Retirement Date, or (b) the date of
termination.

SECTION 7.    PAYMENT OF DEFERRED COMPENSATION.
(a)      RETIREMENT AT NORMAL RETIREMENT DATE
         A Participant who retires at or following his Normal Retirement Date
         will receive the entire value of his Participant Account in cash on
         January 15 of the year following the year of retirement.

(b)      TERMINATION AT OTHER THAN NORMAL RETIREMENT DATE
         A Participant who terminates service as a Director at a date prior to
         his Normal Retirement Date will receive the entire value of his
         Participant Account in cash promptly following the date of termination.

(c)      FURTHER DEFERRAL
         Notwithstanding (a) and (b)of this section, a Participant may elect to
         further defer receipt of all or a portion of his Participant Account
         for a period of up to 10 years from the earlier in time of the Deemed
         Retirement Date or the date of termination. In order to defer a payment
         of benefits under the Plan, a Participant must file a written election
         at least one year in advance of the date that a payment of benefits
         under the Plan would otherwise be made. The Participant may elect to
         receive the amount deferred in a single cash payment or in annual cash
         installments. Any further elections to defer the receipt of benefits
         under the Plan must also be filed at least one year prior to the
         scheduled payment date. Acceleration of any benefits deferred pursuant
         to this paragraph can only be made by filing a request for payment at
         least one year in advance of the requested accelerated payment date.


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(d)      FINANCIAL HARDSHIP OF PARTICIPANTS
         At any time a Participant may request a payment of all or a portion of
         the value of his Participant Account. Such a request shall be approved
         by the Company only upon a finding that the Participant has suffered a
         severe financial hardship which has resulted from events beyond the
         Participant's control ("Hardship Event"), and only in the amount
         reasonably needed to satisfy such Hardship Event. Whether a Hardship
         Event has occurred shall be determined in accordance with Treasury
         Regulation Sections 1.457- 2(h)(4) and (5). In the event such a payment
         is approved, payment of all or a portion of the value of the
         Participant Account shall be made as soon as practicable to the
         Participant.

(e)      OTHER WITHDRAWALS

         Absent a Hardship Event or adequate prior notice (in accordance with
         paragraph (c) above), a request for a payment of all or a portion of
         the value of a Participant Account may be made by a Participant subject
         to a 6% penalty of the amount of the requested payment, which penalty
         shall be deducted from the requested payment. The requested payment,
         less such penalty, shall be paid in cash in a single lump sum as soon
         as practicable after the requested payment date.

SECTION 8.    DESIGNATION OF BENEFICIARY.

(a)      A Participant may designate a beneficiary by giving written notice to
         the Company. If no beneficiary is designated, the beneficiary will be
         the Participant's estate. If more than one beneficiary statement has
         been filed, the beneficiary or beneficiaries designated in the
         statement bearing the most recent date will be deemed the valid
         beneficiary.

(b)      In the event of a Participant's death before he has received all of the
         benefits to which he is entitled hereunder, the value of the
         Participant's Participant Account shall be paid to the estate or
         designated beneficiary of the deceased Participant in one cash lump sum
         as soon as practicable after the first January 15 or July 15 following
         such date of death, unless the Participant has elected to continue
         without change the schedule for payment of benefits, in which case the
         beneficiary shall have the right to transfer amounts previously
         credited to a Participant's Stock Subaccount to his Investment
         Subaccount.

(c)      If a distribution is to be made to a beneficiary and such beneficiary
         dies before such distribution has been made, the amount of the
         distribution will be paid to the estate of the beneficiary in one lump
         sum.

SECTION 9.    PARTICIPANT'S RIGHTS UNSECURED. The right of any Participant to
receive benefits under the provisions of the Plan shall be contractual in nature
only; however, the amounts of such benefits may be held in a trust, the assets
of which shall be subject to the claims of the Company's general creditors only
in the event of bankruptcy or insolvency. Any amounts paid to a Participant from
such trust shall reduce the amount of benefits owed by the Company.


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SECTION 10.   ASSIGNABILITY. No right to receive payments hereunder shall be
transferable or assignable by a Participant or beneficiary.

SECTION 11.   PARTICIPATION IN OTHER PLANS. Nothing in this Plan will affect any
right which a Participant may otherwise have to participate in any other
retirement plan or agreement which the Company may have now or hereafter.

SECTION 12.   DISCRETION OF COMPANY AND BOARD. Any decision made or action taken
by the Company or by the Board arising out of or in connection with the
construction, administration, interpretation and effect of the Plan shall lie
within the absolute discretion of the Company or the Board, as the case may be,
and shall be final, conclusive and binding upon all persons.

SECTION 13.   AMENDMENT. This Plan may at any time or from time to time be
amended, modified or terminated by the Board. No amendment, modification or
termination shall, without the consent of a Participant, adversely affect such
Participant's accruals in his Participant Account.

SECTION 14.   GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.


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         IN WITNESS WHEREOF, the Company has caused this Amendment to its
Deferred Fee Plan for Directors to be duly adopted and executed by its duly
authorized officers and its corporate seal affixed hereto as of November 4,
1999.


                                  Southern Peru Copper Corporation

                                  By: /s/ Kevin. R. Morano
                                      --------------------
                                         Vice President


Attest:


/s/ Michael E. Smith
--------------------
 Assistant Secretary


[SEAL]