exv10w10



 






Exhibit 10.10




THIRD AMENDMENT TO THE

PHELPS DODGE CORPORATION

DIRECTORS STOCK UNIT PLAN




     Effective as of January 1, 1997, Phelps Dodge Corporation (“Corporation”) adopted the Phelps
Dodge Corporation Directors Stock Unit Plan (the “Plan”) in order to attract, retain and motivate
the best qualified directors for the benefit of the Corporation and its shareholders.
Subsequently, the Plan was amended and restated, effective January 1, 1998, to reflect the
replacement of the Retirement Plan for Directors of Phelps Dodge Corporation by the Plan and to
change the name of the Plan. The First Amendment to the Plan was adopted effective as of January
1, 2001 and the Second Amendment was adopted effective as of July 1, 2004.



     By this Third Amendment, the Corporation intends to amend the Plan to permit the Board to
award Units to any individual who became an Eligible Director after November 15, 2005 and on or
prior to December 31, 2006.



     1. The provisions of this Third Amendment shall be effective as of the date this Third
Amendment is adopted by the Board. This Third Amendment shall amend only the provisions of the
Plan as set forth herein and those provisions not expressly amended hereby shall remain in full
force and effect.



     2. The following is inserted as Section 3(b), with the existing Sections 3(b), 3(c) and 3(d)
to be re-designated as Sections 3(c), 3(d) and 3(e), respectively:




     Awards to Newly-Appointed Directors. Notwithstanding the provisions of
Section 3(a), an individual who becomes an Eligible Director after November 15, 2005
and on or before December 31, 2006 shall receive an award of Units, with the number
of Units to be awarded to any such individual to equal the quotient of (i) the
product of (A) $75,000 multiplied by (B) a fraction, the numerator of which shall
equal the anticipated number of days during calendar year 2006 during which such
individual is expected to serve as an Eligible Director and the denominator of which
shall equal 365 and (ii) the Fair Market Value as of the day preceding the date of
Grant; provided that such individual has been a Director continuously from the date
he or she became an Eligible Director through the date of Grant. For purposes of the
immediately preceding sentence, the date of Grant shall be the earlier to occur of
(a) the 30-day anniversary of the later of (1) such individual’s commencement of
service as an Eligible Director and (2) the date on which this Third Amendment is
adopted by the Board and (b) December 31, 2006. Notwithstanding the provisions of
Section 5(a), an initial Participation Agreement with respect to any such award must
be executed and delivered to the Committee prior to the date specified in clause (a)
of the immediately preceding sentence.



1









 





     3. Section 2. of the Plan is amended by deleting the definition of “Committee” and replacing
it with the following:




     “Committee” shall mean the Committee on Directors and Corporate Governance of
the Board.



     IN WITNESS WHEREOF, Phelps Dodge Corporation has caused this Third Amendment to be executed
this 1st day of February, 2006.



	 	 	 	 	 
	 	PHELPS DODGE CORPORATION

 	 
	 	By:  	/s/ Nancy F. Mailhot
 	 
	 	 	Its:  Vice President – Human Resources 	 
	 	 	 	 
	 




2