Exhibit 10.34Execution CopyRECLAMATION AND REMEDIATION TRUST AGREEMENT          AGREEMENT made as of December 22, 2005 (the “Agreement”), by and between Phelps DodgeCorporation (the “Corporation”), a New York corporation, as grantor, and Wells Fargo Delaware TrustCompany, a Delaware limited purpose trust company (the “Trustee”), as trustee.WITNESSETH:          WHEREAS, the Corporation has mining and manufacturing facilities in the United States andother regions of the world, which include open-pit mining, underground mining, sulfide oreconcentrating, leaching, solution extraction, electrowinning, smelting and refining;          WHEREAS, the Corporation’s operations are subject to stringent laws and regulations relatingto improving or maintaining environmental quality;          WHEREAS, under such environmental laws and regulations, the Corporation is required, amongother things, to perform certain reclamation and remediation activities, to make sure that itsoperations do not pose a current or future hazard to public health and safety, that its mininglocations will be stabilized to minimize future impact to the environment and that air and waterresources will be protected (collectively, the “R&R Activities”) and in connection therewith toguarantee or otherwise provide financial assurance that funds will be available when needed forsuch R&R Activities;          WHEREAS, the Corporation wishes to dedicate and segregate funds for such R&R Activities toensure that the Corporation will have the necessary funds to support these activities;          WHEREAS, the Corporation is hereby establishing a trust (the “Trust”) for the purpose ofaccumulating assets to assist it in financing or otherwise performing its R&R Activities andrelated matters, to which Trust the Corporation is transferring, and will in the future transfer,cash and/or other property, and any such contributions together with earnings (including income andappreciation) and losses (including depreciation and loss of principal) thereon (hereinafter calledthe “Trust Fund”) shall be held in trust; and          WHEREAS, the Corporation desires that the Trustee hold and administer all assets transferredto the Trust Fund by the Corporation and the Trustee is willing to hold, administer and dispose ofsuch assets pursuant to the terms of this Agreement.          NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,the Corporation and the Trustee hereby agree as follows:
 

 
ARTICLE I.Establishment of Trust          1.1 The Trust is intended to be a grantor trust, of which the Corporation is the grantor,within the meaning of subpart E, part I, subchapter J, Chapter 1, subtitle A of the InternalRevenue Code of 1986, as amended from time to time (the “Code”), and shall be construedaccordingly.          1.2 The principal of the Trust, and any earnings thereon, shall be held separate and apartfrom other funds of the Corporation by the Trustee in trust for the benefit of the Corporation andits subsidiaries listed on Schedule A (the “Beneficiaries”). The Corporation may amendSchedule A to add or remove subsidiaries by delivery of written notice to the Trustee.Such instrument shall be identified as a successor Schedule A to this Agreement thatsupersedes the preceding Schedule A, and shall be effective upon delivery to the Trustee inaccordance with Section 13.1.          1.3 The purposes of the Trust are to engage in the following activities (the “PermittedPurposes”): (i) provide a source of funds for R&R Activities or otherwise support or facilitate anyR&R Activity, (ii) guarantee, or provide any other form of financial assurance with respect to, R&RActivities, (iii) provide a source of funds for research and development related to R&R Activities,(iv) activities that are necessary, suitable or convenient to accomplish the foregoing or areincidental thereto or connected therewith and (v) such other activities as may be required inconnection with conservation of the Trust Fund and distributions to the Beneficiaries.          1.4 The Trust hereby established is revocable by the Corporation.ARTICLE II.Funding of Trust          2.1 The Corporation hereby deposits with the Trustee in trust the sum of One Hundred MillionDollars ($100,000,000), which becomes the initial principal of the Trust to be held, administeredand disposed of by the Trustee as provided in this Agreement. The Corporation may at any time, orfrom time to time, make additional deposits of cash or other property to the Trustee in trust, toaugment the principal to be held, administered and disposed of by the Trustee as provided in thisAgreement. Neither the Trustee nor any Beneficiary shall have any right to compel such additionaldeposits.          2.2 Notwithstanding anything else to the contrary contained herein, the Trustee shall beresponsible only for contributions actually received by it hereunder.
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ARTICLE III.Disposition of Income          3.1 During the term of this Trust, all income received by the Trust, net of expenses andtaxes, shall be accumulated and reinvested, pursuant to Section 6.2, to the extent that it is notused by the Trustee to make payments or distributions required by this Agreement.ARTICLE IV.Distribution from the Trust          4.1 After the Trust Fund is funded pursuant to Section 2.1 hereof, the Trustee shall from timeto time, make distributions or payments out of the Trust Fund, in cash or in property, to suchBeneficiaries, in such manner and in such amounts as requested by a Beneficiary and theCorporation, but only to the extent that there are sufficient assets in the Trust Fund to make suchdistributions or payments and solely for the Permitted Purposes. Disbursements shall be made fromthe Trust Fund to the designated Beneficiary upon presentation to the Trustee of an executedCertificate in the form of Exhibit 1.          4.2 Disbursements shall be made from the Trust Fund to the Corporation, whether or not forPermitted Purposes, in such amounts as the Corporation may direct from time to time uponpresentation to the Trustee of an executed Certificate in the form of Exhibit 2.          4.3 Disbursements shall be made from the Trust Fund to defray reasonable expenses incurred bythe Trustee in connection with the administration of the Trust, including without limitation, theagreed upon compensation of the Trustee and reasonable expenses of the Trustee, and reasonable feesand expenses of independent legal counsel and any other independent consultants retained by theTrustee to assist the Trustee in carrying out its duties and responsibilities under this Agreement.          4.4 Disbursements shall also be made from the Trust Fund to pay all taxes levied against theTrust itself and, in addition, so long as the Internal Revenue Service and/or any state or localtaxing authority does not dispute that the Trust established by this Agreement is a grantor trustunder Section 671 etseq. of the Internal Revenue Code of 1986, as amended (or anysuccessor provision), of which the Corporation is the grantor and the Trust itself has noobligation to pay any income taxes, then disbursements shall be made from the Trust on an annualbasis to the Corporation upon presentation to the Trustee of an executed Certificate in the form ofExhibit 3 hereto in an amount equal to twenty-five percent (25%) of the Trust’s DeemedTaxable Income (as defined below) for the immediately preceding calendar year. The Corporation andthe Trustee agree that it is proper, in all tax reporting by the Trust, to treat the Trust as agrantor trust of which the Corporation is the grantor and that they will so treat the Trust.
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For purposes of the foregoing, the term “Deemed Taxable Income” means, for any calendar year,the taxable investment income, including capital gains, of the Trust less the Trust’s expenses andlosses (as shown in the Form 1041 Information Statement provided to the Corporation by the Trusteefor that calendar year adjusted if necessary pursuant to the following sentence), except thatinvestment income shall be included in Deemed Taxable Income only to the extent that such incomewould be includable in determining taxable income for federal income tax purposes if the Trust werea separate corporate entity, and expenses and losses shall be taken into account in determiningDeemed Taxable Income only if they would be deductible in determining taxable income for federalincome tax purposes if the Trust were a separate corporate entity. For purposes of computingDeemed Taxable Income, the Trust’s losses, if any, shall be carried over and deducted againstsubsequent years’ Deemed Taxable Income, or carried back and deducted against prior years’ DeemedTaxable Income, until fully utilized to the extent such losses would be deductible in determiningthe taxable income for federal income tax purposes if the Trust were a separate corporate entity.          4.5 Upon presentation to the Trustee of an executed Certificate in the form of Exhibit4 hereto, all monies and assets remaining in the Trust, including earnings and profits, lessthe final administration expenses of the Trust, shall be paid to the Corporation, and the Trustshall be terminated.ARTICLE V.Financial Assurance          5.1 Upon presentation to the Trustee by the Corporation and the applicable Beneficiary of anexecuted Certificate in the form of Exhibit 5, the Trustee shall segregate the fundsspecified in such Certificate in the manner described in such Certificate for the purpose ofproviding financial assurance on behalf of the applicable Beneficiary upon the terms and conditionsset forth in such Certificate and any descriptive documentation accompanying it.ARTICLE VI.Powers, Duties and Responsibility of Trustee          6.1 The Trustee acknowledges and agrees that it is under a duty to exercise reasonable carewith respect to the custody of the Trust Fund; provided, however, that the Trustee’s sole duty withrespect to the custody of the Trust Fund shall be to deal with such property in a similar manner asthe Trustee deals with similar property for its own account, subject to the protections andlimitations on liability afforded to the Trustee under this Agreement. The Trustee furtheracknowledges that, in performing its duties under this Agreement, it is a fiduciary to the Trustand shall at all times act in a fiduciary capacity to the Trust in the exercise of its duties andresponsibilities under this Trust Agreement. To the extent that, at law or in equity, the Trusteehas duties (including fiduciary duties) and liabilities relating thereto to the Trust,
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to the Corporation or to the Beneficiaries, the Trustee shall not be liable to the Trust, tothe Corporation or to any Beneficiary for such Trustee’s good faith reliance on the provisions ofthis Agreement. The provisions of this Agreement, to the extent that they restrict the duties andliabilities of the Trustee otherwise existing at law or in equity, are agreed by the Trust, theCorporation and the Beneficiaries to replace such other duties and liabilities of the Trustee.          6.2 Notwithstanding any other provision hereof, the Trust Fund shall be held, invested andreinvested by the Trustee in accordance with this Section 6.2 under the written directions of theCorporation to be provided to the Trustee by any of the individuals listed on Schedule B(the “Authorized Persons”). The Corporation may, by delivery of written notice to the Trustee, addor replace any of the Authorized Persons. Such instrument shall be identified as a successorSchedule B to this Agreement that supersedes the preceding Schedule B, and shall beeffective upon delivery to the Trustee in accordance with Section 13.1. The Trustee shall not beliable for any failure to maximize the income earned on that portion of the Trust Fund as is fromtime to time invested or reinvested as set forth above. Furthermore, the Trustee shall have noliability for loss on an investment made in accordance with this Section 6.2. The Trustee shallnot be liable for interest on uninvested funds.          6.3 The Trustee shall, if so instructed by the Corporation, enter into investment managementagreements concerning the investment of the funds in the Trust with one or more independentinvestment managers. All investments shall be held by the Trustee as custodian of the Trust Fund.          6.4 Whenever the Trustee is required in accordance with the terms hereof to make adisbursement of funds from the Trust, if, after application of all available cash and cashequivalents that can be liquidated without an interest cost or penalty, liquidation of anotherinvestment is necessary to make any such disbursement, the Trustee shall seek directions from anyof the individuals listed on Schedule B. The Trustee shall have no liability with respectto any interest cost or penalty on the liquidation of any Permitted Trust Investment pursuant tothis Section 6.4.          6.5 The Trustee shall act in good faith; provided, however, that the Trustee shall incur noliability to any person for any action taken pursuant to a direction, request or approval given bythe Corporation which is in conformity with the terms of this Agreement and is given in writing bythe Corporation. In the event of a dispute, the Trustee may apply to a court of competentjurisdiction to resolve the dispute.          6.6 If the Trustee undertakes or defends any litigation arising in connection with this Trust,the Corporation agrees to indemnify the Trustee against the Trustee’s costs, expenses andliabilities (including, without limitation, reasonable attorneys’ fees and expenses) relatingthereto and to be primarily liable for such payments unless the Trustee is determined, in a finaladjudication, to have been guilty of willful misconduct or gross negligence in the performance (ornon-performance) of its duties under the Trust. If the Corporation does not pay such costs,expenses and liabilities in a
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reasonably timely manner, the Trustee may pay such costs, expenses and liabilities with assetsof the Trust. The Corporation shall remain liable for such costs, expenses and liabilities to theextent the Trust has insufficient funds.          6.7 The Trustee may consult with legal counsel (who may also be counsel for the Corporationgenerally) with respect to any of its duties or obligations hereunder, and the reasonable fees andexpenses of such legal counsel will be paid by the Corporation, provided that if the Corporationdoes not pay such fees and expenses within a reasonable time, the Trustee may pay such fees andexpenses with assets of the Trust.          6.8 The Trustee may act directly or through its agents, accountants, actuaries, investmentadvisors, financial consultants, attorneys or other professionals (collectively, “Professionals”)to assist it in performing any of its duties or obligations hereunder, and the reasonable fees andexpenses of such Professionals shall be paid by the Corporation, provided that if such fees andexpenses are not promptly paid by the Corporation, the Trustee may pay such fees and expenses withassets of the Trust. The Corporation shall remain liable for such costs, expenses and liabilitiesto the extent the Trust has insufficient funds. The Trustee shall not be liable for the conduct ormisconduct of such Professionals if such Professionals shall have been selected by the Trustee ingood faith.          6.9 Subject to Sections 6.1 and 6.2 hereof, the Trustee shall have, without exclusion, allpowers conferred on Trustees by applicable law, unless expressly provided otherwise herein.          6.10 Subject to Sections 6.1 and 6.2 hereof, but in amplification of (and not in limitationof) the powers given in Article VI hereof, the Trustee shall have the following powers andauthority in the administration of the Trust Fund at the direction of the Corporation:     (a) To invest all contributions, investments, and reinvestments thereof and alladditions thereto by way of contributions, earnings and increments.     (b) To sell for cash or on credit, to grant options, convert, redeem, exchange forother securities or other property, or otherwise to dispose of any securities or otherproperty at any time held.     (c) To settle, compromise or submit to arbitration, any claims, debts or damages, dueor owing to or from the Trust, to commence or defend suits or legal proceedings and torepresent the Trust in all suits or legal proceedings.     (d) To exercise any conversion privilege and/or subscription right available inconnection with any securities or other property at any time held; to oppose or to consentto the reorganization, consolidation, merger, or readjustment of the finances of anycorporation, company or association or to the sale, mortgage, pledge or lease of theproperty of any corporation, company or
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association any of the securities of which may at any time be held and to do any actwith reference thereto, including the exercise of options, the making of agreements orsubscriptions, which may be deemed necessary or advisable in connection therewith, and tohold and retain any securities or other property so acquired.     (e) To exercise, personally or by general or by limited power of attorney, any right,including the right to vote, appurtenant to any securities or other property held at anytime.     (f) To borrow money from any lender in such amounts and upon such terms and conditionsas shall be deemed advisable or proper to carry out the purposes of the Trust and to pledgeany securities or other property for the repayment of any such loan at the direction, orwith the approval, of an Authorized Person.     (g) To hold cash uninvested for a reasonable period of time under the circumstanceswithout liability for interest, pending investment thereof or the payment of expenses ormaking distributions therewith.     (h) To register any securities held hereunder in the name of the Trustee or in thename of a nominee with or without the addition of words indicating that such securities areheld in a fiduciary capacity and to hold any securities in bearer form.     (i) To make, execute and deliver, as Trustee, any and all conveyances, contracts,waivers, releases or other instruments in writing necessary or proper for theaccomplishment of any of the foregoing powers.     (j) Subject to the express provisions of this Agreement, to invest and reinvest all orany portion of the Trust Fund.          6.11 The Trustee shall have no duty to see to any recording, filing or registration of anyinstrument (including any financing or continuation statement) or any filing under tax orsecurities laws or any rerecording, refiling, or reregistration thereof.ARTICLE VII.Trustee Compensation          7.1 The Trustee shall be paid such reasonable compensation as shall from time to time beagreed upon by the Trustee and the Corporation. The Trustee’s compensation shall not be limited byany law on compensation of a trustee of an express trust. The Corporation shall reimburse theTrustee for all reasonable and documented out-of-pocket disbursements, fees and expenses incurredby the Trustee in connection
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with the performance of its duties under this Agreement. Such expenses may include thereasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel.ARTICLE VIII.Reporting and Quarterly Valuation          8.1 The Trustee shall, so long as any monies or other assets remain in the Trust, prepare anddistribute to the Corporation reports on a quarterly basis.ARTICLE IX.Trustee Protection          9.1 The Corporation shall indemnify and hold harmless the Trustee for any action, or failureto take action, in reliance in good faith upon any certification, instruction, direction orapproval of the Corporation.          9.2 The Corporation shall indemnify and hold harmless the Trustee for acting upon anyinstrument, certificate, or paper believed by it to be genuine and to be signed or presented by theproper person or persons, and the Trustee shall be under no duty to make any investigation orinquiry as to any statement contained in any such writing but may accept the same as conclusiveevidence of the truth and accuracy of the statements therein contained. The Trustee (in itsindividual and trust capacities) and its officers, directors, affiliates, successors, assigns andagents (collectively, the “Indemnified Parties”) shall be indemnified and held harmless by theCorporation from and against, any and all liabilities, obligations, losses, damages, taxes, claims,actions and suits, and any and all reasonable costs, expenses and disbursements (includingreasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”)which may at any time be imposed on, incurred by, or asserted against any Indemnified Party in anyway relating to or arising out of this Agreement, the Trust assets, the administration of the Trustassets or the action or inaction of the Trustee hereunder, except only that the Indemnified Partiesshall not be entitled to indemnification from and against Expenses arising or resulting from itsown willful misconduct or gross negligence. The indemnities contained in this Section shallsurvive the resignation or removal of the Trustee or the termination of this Agreement.          9.3 The Trustee shall not be liable for the proper application of any part of the Trust Fundif distributions are made in accordance with written instructions furnished to the Trustee by theCorporation in accordance with this Agreement. All persons dealing with the Trustee are releasedfrom inquiry into the decision or authority of the Trustee and from seeing to the application ofany moneys, securities or other property paid or delivered to the Trustee.
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          9.4 The Trustee shall not be liable hereunder for any loss or diminution of the Trust Fundresulting from any action taken or omitted unless caused by Trustee’s gross negligence or willfulmisconduct.          9.5 The duties and obligations of the Trustee acting as Trustee hereunder shall be strictlylimited to those expressly imposed upon the Trustee by this Agreement and the Trustee shall have noimplied duties or obligations.          9.6 The Trustee shall not be liable for default or failure of any other party to carry outtheir obligations under this Agreement. The Trustee shall have no liability for following thedirection or instruction of the Corporation.          9.7 The Trustee shall not be required to act if it reasonably determines or is advised bycounsel that action will likely create personal liability, is contrary to law or conflicts withother obligations unless it receives indemnity or other security satisfactory to it. Furthermore,the Trustee may request instructions from the Corporation whenever it is unable to decide betweenalternative courses of action or there exists an ambiguous provision. Where, after request to theCorporation for instruction, no instruction has been received, the Trustee may but is not obligatedto, take no action.          9.8 The Trustee shall have no duty to manage, register, record, sell or otherwise deal withTrust assets, or otherwise take any action in connection with any document contemplated hereby,except as expressly provided in this Agreement or pursuant to instruction.          9.9 The Trustee acts under this Agreement solely in its capacity as Trustee and not in itsindividual capacity.          9.10 The Trustee shall not be responsible to the Corporation, the Beneficiaries or any otherperson for any recitals or other statements contained in this Agreement or for the value, validity,effectiveness, genuineness, enforceability or sufficiency of the Trust Fund or this Agreement norshall the Trustee be held accountable for the Corporation’s use of the proceeds of the Trust Fund.          9.11 No provision of this Agreement shall require the Trustee to expend or risk its own fundsor otherwise incur any financial liability in the performance of any of its duties hereunder, or inthe exercise of any of its rights or powers, if it shall have reasonable grounds for believing thatrepayment of such funds or adequate indemnity against such risk or liability is not reasonablyassured to it.          9.12 The Trustee shall not be liable for any error of judgment made in good faith by aresponsible officer of the Trustee, unless it is proven that the Trustee was grossly negligent, orcommitted willful misconduct or acted in bad faith, in ascertaining the pertinent facts orotherwise.
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          9.13 The Trustee shall not be required to give any bond or surety in respect of the executionof its trusts and powers or in respect of this Agreement.          9.14 In no event shall the Trustee be liable for any damages in the nature of special,indirect or consequential damages, however styled, including, without limitation, lost profits, orfor any losses due to forces beyond the control of the Trustee, including, without limitation,strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or naturalcatastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications orcomputer (software and hardware) services provided to the Trustee by third parties.ARTICLE X.Resignation or Removal of Trustee; Appointment of Successor Trustee          10.1 At any time the Trustee may be removed by the Corporation on thirty (30) days notice orupon shorter notice accepted by the Trustee. A Trustee may resign at any time by written notice tothe Corporation, which resignation shall be effective ninety (90) days after receipt of such noticeby the Corporation unless the Corporation agrees otherwise. Notwithstanding the foregoingprovisions of this Article X, any Trustee which is removed or resigns shall continue to serve untilits successor Trustee accepts the appointment and receives delivery of the Trust Fund.          10.2 If notice is given that the Trustee is being removed or is resigning, the Corporationshall appoint a successor Trustee hereof prior to the effective date of the Trustee’s resignationor removal. The appointment of a successor Trustee shall be by a written instrument delivered tothe Trustee then acting hereunder and the successor Trustee being appointed.          10.3 The appointment of a successor Trustee shall be effective when accepted in writing by thenew Trustee. The new Trustee shall have all the rights, powers and duties of the prior Trustee,including ownership rights in Trust Fund assets.          10.4 A successor Trustee need not examine the records and acts of any prior Trustee. Thesuccessor Trustee shall not be responsible for, and the Corporation shall indemnify and defend thesuccessor Trustee from any claim or liability resulting from, any action or inaction of any priorTrustee or from any other past event, or any condition existing at the time it becomes successorTrustee.          10.5 If the Trustee ceases to act as Trustee and appointment of a successor Trustee is made,all Trust Fund assets shall subsequently be transferred to the successor Trustee. The transfershall be completed within thirty (30) days after the appointment of the successor Trustee becomeseffective, unless the Corporation extends the time limit.
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          10.6 The appointment or succession of a person as successor Trustee in accordance with thisAgreement shall be effective without any court proceeding or decree.          10.7 Any person into which the Trustee may be merged or with which it may be consolidated, orany Person resulting from any merger or consolidation to which the Trustee shall be a party, or anyperson which succeeds to all or substantially all of the corporate trust business of the Trustee,shall be the successor Trustee under this Agreement without the execution, delivery or filing ofany paper or instrument or further act to be done on the part of the parties hereto, except as maybe required by applicable law.ARTICLE XI.Instructions to the Trustee          11.1 A Certificate submitted in support of a disbursement request or financing assurance shallbe substantially in the written form described herein and such Certificate shall be signed by anauthorized official of the Corporation. All other orders, instructions, or approvals required bythis Agreement to be given to the Trustee by the Corporation, shall be in writing, signed by anauthorized official thereof. The Trustee shall have the right to assume, in the absence of writtennotice to the contrary, that no event constituting a change or a termination of the authority toact of any authorized official has occurred. The Trustee shall have no duty to act in the absenceof such written Certificates and directions.          11.2 The Trustee is authorized to communicate with and take direction with respect toministerial matters from the contact Person of the Corporation. The contact Person for theCorporation is Stanton K. Rideout, Phelps Dodge Tower, One North Central Avenue, Phoenix, Arizona85004, (602-366-8589). The corporation may change its contact Person by written notice to theTrustee.ARTICLE XII.Amendment or Termination          12.1 The Corporation may amend this Agreement (including making an amendment which terminatesthe Trust), without the consent of the Trustee, by written instrument executed by the Corporationeffective upon delivery of the instrument to the Trustee in accordance with Section 13.1; provided,however, that the written approval of the Trustee shall be required for amendments of Sections 2.2,6.1, 6.2, 6.4, 6.5, 6.6, 6.7, 6.8, 7.1, Article IX, Article X, Article XI and Article XII to theextent that such amendments adversely affect the rights, indemnities, immunities and obligations ofthe Trustee.
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ARTICLE XIII.Notices          13.1 Any notice or communication which the Corporation or the Trustee may be required or maydesire to give to another entity or individual under any provision of this Agreement shall be givenin writing and personally delivered to, or mailed or delivered by overnight courier service or sentby telex, telecopier or email to the address (or addresses) given below.       If to the Corporation: Stanton K. Rideout, Treasurer    Phelps Dodge Corporation    One North Central Avenue    Phoenix, AZ 85004    Phone: (602) 366-8589    Fax: (602) 366-7132    Email: srideout@phelpsdodge.com       If to Trustee: Ann Roberts Dukart    Vice President    Wells Fargo Delaware Trust Company    919 North Market Street    Suite 700    Wilmington, DE 19801    Tel: 302-575-2004    Fax: 302-575-2006    E-mail: ann.roberts.dukart@wellsfargo.comAny notice which is personally delivered shall be deemed to have been given on the date it ispersonally delivered. Any notice which is mailed shall be deemed to have been given on the thirdbusiness day after deposit in the mail, registered or certified mail, postage prepaid and returnreceipt requested. Any notice which is delivered by overnight courier service shall be deemed tohave been given on the business day after deposit with such courier service. Any notice which istransmitted by telex, telecopy or email shall be deemed to have been given on the day that suchnotice is transmitted.          The Corporation or the Trustee may change the address to which notices, requests and othercommunications are to be sent to it, by giving written notice of such address change to the partyin conformity with this Article, but such change shall not be effective until notice of such changehas been received by the other party.
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ARTICLE XIV.Miscellaneous          14.1 If any one or more of the covenants, agreements, provisions or terms of this Agreement(including any amendment or supplement hereto) shall be for any reason whatsoever held invalid orunenforceable, then such covenants, agreements, provisions or terms shall be deemed severable fromthe remaining covenants, agreements, provisions and terms of this Agreement, as the same may beamended or supplemented, and shall in no way affect the validity or enforceability of the othercovenants, agreements, provisions or terms of this Agreement or any amendment or supplement hereto.          14.2 This Agreement and the Trust created herein shall in all respects be governed by, andconstrued in accordance with, the laws of the State of Delaware (excluding conflict of law rules),including all matters of construction, validity and performance, unless such laws are pre-empted bythe federal laws of the United States. Sections 3540 and 3561 of Title 12 of the Delaware Codeshall not apply to the Trust.          14.3 All covenants and agreements contained herein shall be binding upon, and inure to thebenefit of, the Trustee and its successors and assigns and the Corporation and its successors andassigns, all as herein provided. Any request, notice, direction, consent, waiver or otherinstrument or action by the Trustee or the Corporation shall bind the successors and assigns ofsuch Person..          14.4 This Agreement may be executed in two or more counterparts, each of which shall be anoriginal, but all such counterparts shall together constitute one and the same agreement.          14.5 This Agreement represents the entire agreement between the parties hereto with respect tothe subject matter hereof, and supersedes all prior agreements and understandings between theparties, whether written or oral.          14.6 Nothing in this Agreement, whether express or implied, shall be construed to give to anyPerson other than the Trustee, the Beneficiaries and the Corporation any legal or equitable right,remedy or claim in the Trust Fund or under or in respect of this Agreement or any covenants,conditions or provisions contained herein.
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          IN WITNESS WHEREOF, this instrument has been executed as of the day and year first abovewritten.         PHELPS DODGE CORPORATION           By: /s/ S.K. Rideout Name: Stanton K. Rideout      Title: Vice President and Treasurer           WELLS FARGO DELAWARE TRUST COMPANY           Name: /s/ A.R. Dukart, as Trustee   Title:  Vice President  
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**Schedule A****BENEFICIARIES**AAV Corporation