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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto
 Commission file number 1-82
 PHELPS DODGE CORPORATION
  New York
    
    13-1808503(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)One North Central Avenue, Phoenix, AZ
    
    85004-4414(Address of principal executive offices)
    
    (Zip Code)
   Name of each exchangeTitle of each class
    
    on which registeredCommon Shares, $6.25 par value per share
    
    New York Stock Exchange
  þ o
 o þ
 þ o
 þ
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
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TABLE OF CONTENTS  PART IIISIGNATURESEX-10.1EX-10.2EX-31    Table of Contents  
 Explanatory Note
  
 
 PART III
 10. Directors, Executive Officers and Corporate Governance
  Age, Principal Occupation, Business Experience and Other
    
    DirectorName
    
    Directorships Held
    
    SinceArchie W. Dunham
(Class II)
    
    Mr. Dunham was Chairman of
ConocoPhillips (integrated energy
company) from August 2002, following
the merger of Conoco Inc. and
Phillips Petroleum Company in August
2002, until his retirement in
September 2004. He was Chairman,
President and Chief Executive
Officer of Conoco Inc. (integrated
energy company) from August 1999 to
August 2002, and President and Chief
Executive Officer of Conoco Inc.
from January 1996 to August 2002.
He was an Executive Vice President
of E.I. du Pont de Nemours and
Company, Conocos former parent,
from 1995 to October 1998. Mr.
Dunham is a director of Louisiana
Pacific Corporation, Pride
International Inc. and Union Pacific
Corporation. Age 68.
    
    
    1998William A. Franke
(Class II)
    
    Mr. Franke was Chairman and Chief
Executive Officer of America West
Holdings Corporation from February
1997 and President from April 1999
until his retirement in September
2001. He was Chief Executive
Officer of its principal subsidiary,
America West Airlines, Inc. (airline
carrier), from April 1999 until his
retirement in September 2001 and was
Chairman of its Board from 1992
until his retirement in September
2001. He also was its President
from April 1999 until May 2000. He
has been President of Franke and
Company, Inc.,
    
    
    1980
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Age, Principal Occupation, Business Experience and Other
    
    DirectorName
    
    Directorships Held
    
    SincePhoenix, AZ, an
investment firm, since 1987. He is
the managing member of Indigo
Partners, LLC and Indigo Pacific
Partners, LLC, private equity funds
focused on investments in the air
transportation sector. He is also a
managing partner of Newbridge Latin
America, L.P., a private equity fund
with investments in that region and
an officer of several of the
investment funds portfolio
companies. Mr. Franke also is a
director of Alpargatas S.A., an
Argentine textile company. Age 69.Robert D. Johnson
(Class II)
    
    Mr. Johnson has served as the Chief
Executive Officer of Dubai Aerospace
Enterprise since August 2006. He
retired from Honeywell Aerospace
(supplier of aircraft engines,
equipment, systems and services), a
division of Honeywell, Inc., in
January 2006 after serving as
non-executive Chairman. From
December 1999 until January 2005,
Mr. Johnson was the President and
Chief Executive Officer of Honeywell
Aerospace. From March 1999 to
December 1999, he was President and
Chief Executive Officer of Allied
Signal Aerospace (supplier of
aircraft engines, equipment, systems
and services), a division of Allied
Signal Inc. He is a director of
Ariba, Inc., Roper Industries Inc.
and Spirit AeroSystems Holdings,
Inc. Age 59.
    
    
    2003Marie L. Knowles
(Class I)
    
    Mrs. Knowles was Executive Vice
President and Chief Financial
Officer of Atlantic Richfield
Company (diversified energy company)
from July 1996 until her retirement
in June 2000. From 1993 until 1996,
she was Senior Vice President of
Atlantic Richfield Company and
President of ARCO Transportation
Company, a former subsidiary of
Atlantic Richfield Company. Mrs.
Knowles is a director of McKesson
Corporation and a trustee of the
Fidelity Funds. Age 60.
    
    
    1994Charles C. Krulak
(Class III)
    
    General Krulak retired as Executive
Vice Chairman and Chief
Administration Officer of MBNA Corp.
(financial services company) in June
2005, a position he held since March
2004. He previously served as Chief
Executive Officer of MBNA Europe
from January 2001 until March 2004,
and as Senior Vice Chairman of MBNA
America from 1999 to 2001. General
Krulak retired from a distinguished
35-year military career in 1999,
after serving as Commandant, the
Marine Corps highest-ranking
officer, from 1995 to 1999. General
Krulak is a director of
ConocoPhillips and Union Pacific
Corporation. Age 65.
    
    
    2005
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Age, Principal Occupation, Business Experience and Other
    
    DirectorName
    
    Directorships Held
    
    SinceJon C. Madonna
(Class I)
    
    Mr. Madonna was Chairman of the Board of
DigitalThink, Inc. (e-learning company)
from April 2002 until it was sold in May
2004. From April 2001 until March 2002,
he was President and Chief Executive
Officer of DigitalThink, and from January
1999 until October 2000 he was the
President and Chief Executive Officer of
Carlson Wagonlit Corporate Travel
(business travel and expense management
company). He was Vice Chairman of The
Travelers Group (financial services and
insurance company) from January 1997 until
October 1998. Mr. Madonna was Chairman of
KPMG International (international
accounting and tax services company) from
July 1995 to January 1996, and Chairman
and Chief Executive Officer of KPMG Peat
Marwick USA from 1990 until 1996. Mr.
Madonna is a director of AT&T Inc.,
Tidewater Inc. and Visa U.S.A. Inc. Age
63.
    
    
    2003Dustan E. McCoy
(Class III)
    
    Dustan E. McCoy was named Chairman and
Chief Executive Officer of Brunswick
Corporation (recreation products company)
in December 2005. Previously he had
served as President of Brunswick Boat
Group since 2000. Mr. McCoy joined
Brunswick in 1999 as Vice President,
General Counsel and Corporate Secretary.
Prior to joining Brunswick, Mr. McCoy
served as Executive Vice President for
Witco Corporation. He also serves on
the Board of Directors of Louisiana
Pacific Corporation. Age 57.
    
    
    2006Gordon R. Parker
(Class I)
    
    Mr. Parker was Chairman of Newmont Mining
Corporation from 1986 until his
retirement in 1994. He was Chief
Executive Officer from 1985 until 1993.
Mr. Parker retired as a director of
Caterpillar, Inc. in June 2006, after
more than 10 years of service. Age 71.
    
    
    1995William J. Post
(Class III)
    
    Mr. Post has been Chairman of the Board
of Pinnacle West Capital Corporation
(holding company of subsidiaries
operating, selling and delivering
electricity and energy-related products
and services) since February 2001, and
its Chief Executive Officer since
February 1999. He was also its President
from August 1999 to February 2001, and
from February 1997 to February 1999. He
is currently Chairman of the Board of
Arizona Public Service (APS) (supplier of
electricity), a subsidiary of Pinnacle
West Capital Corporation. He was
Chairman of the Board and Chief Executive
Officer of APS from February 2001 to
September 2002. From October 1998 to
February 2001, he was APSs Chief
Executive Officer. He was APSs
President and Chief Executive Officer
from February 1997 to October 1998. Age
56.
    
    
    2001Martin H. Richenhagen
(Class I)
    
    Mr. Richenhagen is the President and
Chief Executive Officer of AGCO
Corporation (manufacturer and distributor
of agricultural equipment), positions
held since July 2004. He was appointed
Chairman of the Board in August 2006.
From 2003 to 2004, Mr. Richenhagen was
Executive Vice President of Forbo
International SA (flooring material
business based in Switzerland). From
1998 to December 2002, Mr. Richenhagen
was Group President of CLAAS KgaA mgH
(global farm equipment manufacturer and
 distributor). Mr. Richenhagen is a
director of AGCO Corporation. Age 54.
    
    
    2006
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Age, Principal Occupation, Business Experience and Other
    
    DirectorName
    
    Directorships Held
    
    SinceJack E. Thompson
(Class III)
    
    Mr. Thompson retired as the Vice Chairman
of Barrick Gold Corporation
(multinational gold mining company) in
April 2005, a position he held since
December 2001. From April 1999 until
December 2001, he was the Chairman and
Chief Executive Officer of Homestake
Mining Company (multinational gold mining
company) which merged into Barrick Gold
Corporation in December 2001. From July
1998 until March 1999, he was the
Chairman, President and Chief Executive
Officer of Homestake Mining Corporation
and its President and Chief Executive
Officer from May 1996 until July 1998.
He is a director of Century Aluminum
Company, Tidewater Inc. and Rinker Group
Limited. He also sits on the Advisory
Board of Resource Capital Fund III L.P.
(mining investment fund). Age 57.
    
    
    2003J. Steven Whisler
(Class II)
    
    Mr. Whisler was elected Chairman of the
Corporation in May 2000, and he has
been Chief Executive Officer since
January 2000. He was President from
December 1997 to October 31, 2003, and
was also Chief Operating Officer from
December 1997 until January 2000. He
was President of Phelps Dodge Mining
Company, a division of the Corporation,
from 1991 to October 1998. He is a
director of Burlington Northern Santa
Fe Corporation and US Airways Group,
Inc. Age 52.
    
    
    1995
 CORPORATE GOVERNANCE AND GENERAL INFORMATION
CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
 Board Governance
    
    The Corporations corporate governance practices,
including its Corporate Governance Guidelines and
the Charters for the Audit Committee, the
Compensation and Management Development Committee
and the Committee on Directors and Corporate
Governance, are published on the Corporations
website at www.phelpsdodge.com. Each of these
documents is also available free of charge to any
shareholder who requests a copy in writing.Board Independence
    
    The Board of Directors requires that a majority of
its members be independent. The Board adopted the
following independence standards, which are
consistent with criteria established by the New York
Stock Exchange (NYSE), to assist the Board in
making these independence determinations.
A Director is independent if the Board has made an
affirmative determination that such Director has no
material relationship with the Corporation (directly
or as a partner, shareholder or officer of an
organization that has a relationship with the
Corporation). In addition:
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
    
    A Director who receives, or whose immediate
family member receives, more than $100,000 during any
twelve-month period in direct compensation from the
Corporation, other than Director and Committee fees
and a pension or other forms of deferred compensation
for prior service (provided such compensation is not
contingent in any way on continued service), is not
independent until three years after he or she ceased
to receive more than $100,000 in any twelve-month
period in such compensation.
    
    A Director who is affiliated with or employed
by, or whose immediate family member is affiliated
with or employed in a professional capacity by, a
present or former internal or external auditor of the
company is not independent until three years after
the end of the affiliation or the auditing
relationship.
    
    A Director who is employed or whose immediate
family member is employed, as an executive officer of
another company where any of the Corporations
present executives serve on that companys
compensation committee is not independent until three
years after the end of such service or the employment
relationship.
    
    A Director who is a current employee, or
whose immediate family member is an executive
officer, of a company that has made payments to, or
receives payments from, the Corporation for property
or services in an amount which, in any single fiscal
year, exceeds the greater of $1 million or 2% of such
other companys consolidated gross revenues, in each
case is not independent until three years after
falling below such threshold.
 The Board has reviewed all material transactions and
relationships between each director, or any member of
his or her immediate family, and the Corporation, its
senior management and its independent accounting firm
and internal audit firm. Based on this review and in
accordance with the independence standards outlined
above, the Board of Directors has affirmatively
determined that all of the non-employee directors,
other than Mr. Post, are independent. As a result,
ten of the Corporations twelve directors are
independent.The Board has determined that Mr. Post in not
independent because he is an executive officer of
another company that during 2005 and 2004 received
payments from the Corporation in an amount that
exceeded the greater of $1 million or 2% of such
other companys consolidated gross revenues. Mr.
Post is an executive officer of Pinnacle West Capital
Corporation (Pinnacle West) and its subsidiary,
Arizona Public Services (APS). Pinnacle West and
APS are engaged in the business of supplying
electricity to substantial portions of Arizona and
other parts of the western United States. The rates
charged by Pinnacle West and APS for electricity,
which in some cases were fixed by governmental
authority, offered economic advantages to the
Corporation, in part because of the proximity of
APSs generation and transmission facilities to
certain of the Corporations Arizona operations.
Because the Corporations purchases of electricity
from Pinnacle West and APS amounted to approximately
2.2% and 2.3% of Pinnacle Wests consolidated gross
revenues
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in 2005 and 2004, respectively, Mr. Post
does not currently qualify as an independent
director.Messrs. Robert N. Burt and Robert D. Krebs served as
directors during 2006 until their retirement on May
26, 2006. Both Messrs. Burt and Krebs were
independent directors.Board Meetings
    
    The Board of Directors met 41 times during 2006.
Each director attended at least 75% of the combined
number of meetings of the Board and of the committees
on which such director served. The average
attendance of all directors was 92%. The
non-management directors meet regularly in executive
sessions without management. Executive sessions are
presided over by the Chair of the Committee on
Directors and Corporate Governance. The Chair of
that Committee may, if desired, delegate such
responsibility to another independent director,
including the Chair of the Committee having
jurisdiction over the bulk of the issues to be
discussed at an executive session.Contacting Directors
    
    Shareholders and other interested parties who wish to
contact our directors may send written
correspondence, in care of the Corporate Secretary,
to Phelps Dodge Corporation, One North Central
Avenue, Phoenix, Arizona 85004. Communications may
be directed to our presiding director, our Audit
Committee chair, or all of our non-management
directors.Communications addressed to directors that discuss
business or other matters relevant to the activities
of the Board of Directors will be preliminarily
reviewed by management and then distributed either in
summary form or by delivering a copy of the
communication. Communications will be distributed to
the director, or group of directors, to whom they are
addressed. With respect to other correspondence
received by the Corporation that is addressed to one
or more directors, the Board has requested that the
following items not be distributed to directors,
because they generally fall into the purview of
management, rather than the Board: junk mail and
mass mailings, product and services complaints,
product and services inquiries, resumes and other
forms of job inquiries, solicitations for charitable
donations, surveys, business solicitations or
advertisements.Board Committees
    
    The Audit Committeecomprises Messrs. Johnson, (Mrs.)
Knowles, Krulak, Madonna (Chair), McCoy, Richenhagen,
and Thompson and met nine times during 2006. In
addition, they met jointly with the Environmental,
Health and Safety Committee one time. The Board of
Directors determined that Mr. Madonna (Chair) is an
audit committee financial expert (as defined by SEC
regulations) and that each member of the Committee is
independent, as defined by NYSE regulations,
financially literate and possesses financial
management expertise. The Committee generally
performs the following functions:
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
    
    Selects, evaluates and makes all decisions concerning the performance,
compensation, retention and termination of the Corporations independent public
accounting firm;
    
    Assists the Board of Directors with oversight of: (i) the quality and
integrity of the Corporations financial statements; (ii) the Corporations
compliance with legal and regulatory requirements; (iii) the independence and
qualifications of the Corporations independent registered public accounting
firm; and (iv) the performance of the Corporations internal audit function;
    
    Prepares the report of the Audit Committee to be included in the
Corporations proxy statement as required under the rules of the Securities and
Exchange Commission; and
    
    Provides an open avenue of communication among the independent
accountants, financial and senior management, the internal auditing function, and
the Board of Directors.
 The Compensation and Management Development Committeecomprises Messrs. Dunham
(Chair), Franke, Johnson, (Mrs.) Knowles, McCoy, and Parker and met six times
during 2006. The Board of Directors determined that each member of the Committee
is independent, as defined by NYSE regulations. The Committee generally performs
the following functions:
 
    
    Reviews and approves the compensation of the Corporations senior
officers;
    
    Reviews management recommendations concerning the compensation of other
officers and key personnel;
    
    Reviews the Corporations program for management development; and
    
    Reviews and approves incentive compensation awards, stock option grants
and awards of restricted stock.
 The Committee on Directors and Corporate Governancecomprises
Messrs. Dunham, Franke (Chair), Krulak, Madonna, Parker, and
Richenhagen, and met twice during 2006. The Board of Directors
determined that each member of the Committee is independent, as
defined by NYSE regulations. The Committee generally performs the
following functions:
 
    
    Makes recommendations concerning the composition of the
Board and its Committees and reviews director compensation;
    
    Reviews the qualifications of potential director
candidates and recommends to the Board nominees for election as
directors; and
    
    Develops and reviews the Board governance policies and
makes recommendations concerning the corporate governance program
for the Corporation.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF ETHICS OF PHELPS DODGE CORPORATION
 www.phelpsdodge.com
    8




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AUDIT COMMITTEE REPORT
    www.phelpsdodge.com
  
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11. Executive Compensation
 Compensation Objectives and Philosophy
  
    
    rewarding individual and business performance which contributes to increasing
shareholder value over the long-term;
    
    increasing the relative amount of compensation at risk as management responsibilities increase;
    
    placing greater emphasis on variable pay than fixed pay;
    
    linking the elements of variable compensation to measurable financial, operational and
other performance criteria; and
    
    encouraging stock ownership by the named executive officers to align their personal
interests with those of shareholders.
 th th
 Executive Compensation Program
  th th th
 Benchmarking/Peer Group
 
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
    
    Air Products and Chemicals, Inc.
    
    Ashland Inc.
    
    Falconbridge Ltd.
    
    Freeport-McMoRan Copper and Gold Inc.
    
    Inco, Ltd.
    
    The Mosaic Company
    
    Newmont Mining Corporation
 
    
    Nucor Corporation
    
    Parker-Hannifin Corporation
    
    Peabody Energy Corporation
    
    Praxair, Inc.
    
    Precision Castparts Corp.
    
    Rohm and Haas Company
    
    Teck Cominco Ltd.
     Annual Total Compensation Review
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Elements of Compensation
  Element
    
    PurposeSalaries
    
    Fixed income paid semi-monthly
provides a standard of living
commensurate with the median pay for
equivalent positions to attract and
retain high-performing executives.Annual Incentives
    
    Annual cash incentives reward
delivery of desired company
financial results for a specific
fiscal year. This pay for
performance element of compensation
is a motivator to deliver financial
results that reward our shareholders
by providing the named executive
officers the opportunity to earn
above-market cash compensation.
This compensation is at risk as it
is only earned if performance
justifies a payment.Annual cash incentives for the named
executive officers are paid pursuant
to the Executive Performance
Incentive Plan, a
shareholder-approved plan designed
so that awards made in accordance
with its requirements are not
subject to the deduction limits
imposed by Section 162(m) of the
Internal Revenue Code for
compensation above $1 million paid
to any of the named executive
officers.Long Term Incentives
    
    Stock options and restricted stock
provide incentives to the named
executive officers to focus on long
term performance. These grants
promote an ownership perspective
while time-based vesting acts as a
retention tool. The potential
compensation realized from these
awards is dependent on the value of
the Corporations common stock over
the longer term.Beginning in 2007, restricted stock
awards will be granted to the named
executive officers pursuant to the
Executive Performance Incentive Plan
so that the awards are not subject
to the deduction limits imposed by
Section 162(m) of the Internal
Revenue Code.Employee Benefits
    
    Broad-based health and welfare
benefits are expected by the
individuals who are qualified to be
hired into these positions, provide
some level of financial security,
and are offered at competitive and
affordable rates. A comprehensive
retirement program, in the form of a
defined benefit pension plan and a
401(k) savings plan with
company-match and profit sharing
contribution features, provides a
solid retirement foundation. The
pension plan rewards those employees
with extended service and the 401(k)
savings plan provides tax-advantaged
saving opportunities rewarding those
who elect to save.
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Element
    
    PurposeSupplemental Retirement Plan
    
    The non-qualified supplemental
retirement plan provides a
supplemental benefit that accounts
for those earnings of the named
executive officers that exceed the
applicable annual earnings cap
established by the IRS that applies
to our qualified defined benefit
pension plan. The Supplemental
Retirement Plan preserves the
benefit using the same formula as
applied in the qualified pension
plan.Supplemental Savings Plan
    
    The non-qualified savings plan
allows the named executive officers
to make additional tax-advantaged
deferrals and to receive matching
contributions and profit sharing
contributions on salary amounts
exceeding the compensation limits
imposed by the IRS on qualified
401(k) savings plans.Executive Life Insurance Plan
    
    This plan provides retiree life
insurance coverage for those named
executive officers should they
become eligible to receive an
unreduced retirement benefit.Severance and Change of Control
Agreements
    
    These agreements allow the named
executive officers to focus on their
jobs and act in the shareholders
best interests without worrying
about the personal impact of their
decisions that may ultimately place
their continued employment at risk.Perquisites
    
    Certain perquisites allow the named
executive officers to focus on
managing the business by minimizing
common distractions and/or enable
the Corporation to attract and
retain key executives by providing
benefits that are commensurate to an
executives position and competitive
practice.
  Salaries
 th
  Annual Incentive Compensation
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Long Term Incentives
 th th
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Supplemental Retirement Plan
  Supplemental Savings Plan
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Executive Life Insurance
  Severance Agreements
  Change of Control Agreements
   Perquisites
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Stock Ownership
   Changes in 2007
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Summary Compensation Table
(amounts in US $)
 Change inPension ValueandNon-Equity
    
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferred
    
    
    All OtherPrincipal
    
    
    
    
    
    
    
    
    
    Bonus1
    
    
    Stock
    
    
    Option
    
    
    Compensa-
    
    
    Compensation
    
    
    Compen-Position
    
    Year
    
    
    Salary ($)
    
    
    ($)
    
    
    Awards2 ($)
    
    

Awards3($)
    
    
    tion4 ($)
    
    
    Earnings5 ($)
    
    
    sation6 ($)
    
    
    Total ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)J. S. Whisler
Chairman and Chief
Executive Officer
    
    
    2006
    
    
    
    $1,004,167
    
    
    
    $250,000
    
    
    
    $1,963,324
    
    
    
    $1,130,571
    
    
    
    $3,000,000
    
    
    
    $1,735,155
    
    
    
    $342,978
    
    
    
    $9,426,195T. R. Snider
President and Chief
Operating Officer
    
    
    2006
    
    
    
    $558,000
    
    
    
    $150,000
    
    
    
    $837,347
    
    
    
    $410,522
    
    
    
    $628,866
    
    
    
    $1,368,544
    
    
    
    $206,684
    
    
    
    $4,159,963R. G. Peru
Executive Vice
President and Chief
Financial Officer
    
    
    2006
    
    
    
    $485,667
    
    
    
    $175,000
    
    
    
    $565,373
    
    
    
    $299,003
    
    
    
    $547,347
    
    
    
    $622,771
    
    
    
    $155,483
    
    
    
    $2,850,644S. D. Colton
Senior Vice
President and
General Counsel
    
    
    2006
    
    
    
    $337,500
    
    
    
    $150,000
    
    
    
    $310,012
    
    
    
    $193,949
    
    
    
    $311,850
    
    
    
    $206,323
    
    
    
    $69,264
    
    
    
    $1,578,898D. C. Naccarati
President, PD
Mining Company
    
    
    2006
    
    
    
    $311,567
    
    
    
    $0
    
    
    
    $316,708
    
    
    
    $119,541
    
    
    
    $209,373
    
    
    
    $133,552
    
    
    
    $92,310
    
    
    
    $1,183,051K. V.
Madhavpeddi7
Senior Vice
President Asia,
President PD Wire
and Cable
    
    
    2006
    
    
    
    $93,958
    
    
    
    $0
    
    
    
    ($433,874
    )8
    
    
    $10,132
    9
    
    
    $0
    
    
    
    $132,327
    
    
    
    $2,011,974
    
    
    
    $1,814,517
 1
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 3
 4
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5
 6
 Elements of All Other CompensationCompanyContributions toDefined
    
    
    
    
    
    
    Payments/accrualsContribution
    
    
    Tax
    
    
    on Termination
    
    
    Executive Life
    
    
    Benefits/Name
    
    Plans1
    
    
    Reimbursements
    
    
    Plans
    
    
    Insurance
    
    
    Perquisites2(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)Whisler
    
    
    $100,437
    
    
    
    $6,733
    
    
    
    $0
    
    
    
    $55,765
    
    
    
    $180,043Snider
    
    
    $55,807
    
    
    
    $4,983
    
    
    
    $0
    
    
    
    $32,819
    
    
    
    $113,075Peru
    
    
    $48,573
    
    
    
    $4,417
    
    
    
    $0
    
    
    
    $49,712
    
    
    
    $52,781Colton
    
    
    $33,755
    
    
    
    $4,318
    
    
    
    $0
    
    
    
    $14,826
    
    
    
    $16,365Naccarati
    
    
    $31,153
    
    
    
    $3,793
    
    
    
    $0
    
    
    
    $29,630
    
    
    
    $27,734Madhavpeddi
    
    
    $3,313
    
    
    
    $23,032
    
    
    
    $1,975,000
    
    
    
    $0
    
    
    
    $10,629
 1
 2
 7
 8
 9
 21




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##### Table of Contents



Grants of Plan-Based Awards
 AllEstimated Future
    
    
    OtherPayouts Under Non-
    
    
    Stock
    
    
    All Other
    
    
    
    
    
    
    
    
    
    
    GrantEquity Incentive Plan
    
    
    Awards;
    
    
    Option
    
    
    
    
    
    
    
    
    
    
    Date FairAwards
    
    
    Number
    
    
    Awards;
    
    
    Exercise
    
    
    Closing
    
    
    Value ofof
    
    
    Number of
    
    
    or Base
    
    
    Price
    
    
    StockMaximum
    
    
    
    
    
    
    Shares
    
    
    Securities
    
    
    Price of
    
    
    on
    
    
    andAvailable for
    
    
    
    
    
    
    of Stock
    
    
    Underlying
    
    
    Option
    
    
    Grant
    
    
    OptionPurposes of
    
    
    Actual Cash
    
    
    or Units
    
    
    Options
    
    
    Awards
    
    
    Date
    
    
    Awards6Name
    
    Grant Date
    
    
    162(m)1
    
    
    Payout2
    
    
    (#)3
    
    
    (#)4
    
    
    ($/sh)5
    
    
    ($/sh)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Whisler
    
    
    1/31/2006
    
    
    
    $38,601,920
    
    
    
    $3,000,000
    
    
    
    28,000
    
    
    
    46,000
    
    
    
    $79.00
    
    
    
    $80.25
    
    
    
    $3,541,720Snider
    
    
    1/31/2006
    
    
    
    $17,269,280
    
    
    
    $628,866
    
    
    
    10,600
    
    
    
    14,200
    
    
    
    $79.00
    
    
    
    $80.25
    
    
    
    $1,247,869Peru
    
    
    1/31/2006
    
    
    
    $13,205,920
    
    
    
    $547,347
    
    
    
    8,800
    
    
    
    12,400
    
    
    
    $79.00
    
    
    
    $80.25
    
    
    
    $1,053,640Colton
    
    
    1/31/2006
    
    
    
    $8,126,720
    
    
    
    $311,850
    
    
    
    5,400
    
    
    
    7,400
    
    
    
    $79.00
    
    
    
    $80.25
    
    
    
    $640,507Naccarati
    
    
    1/31/2006
    
    
    
    $5,079,200
    
    
    
    $209,373
    
    
    
    5,000
    
    
    
    6,800
    
    
    
    $79.00
    
    
    
    $80.25
    
    
    
    $591,563Madhavpeddi
    
    
    1/31/2006
    
    
    
    $0
    
    
    
    $0
    
    
    
    3,800
    7
    
    
    6,400
    7
    
    
    $79.00
    
    
    
    $80.25
    
    
    
    $485,205
    7
 1
 2
  3
 4
 22




---



##### Table of Contents



5
 6
 7
 23




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year End
 Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number ofUnderlying
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    Shares or
    
    
    Market Value ofUnexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    Option
    
    
    Units of Stock
    
    
    Shares or Units ofOptions (#)
    
    
    Options (#)
    
    
    Price ($)
    
    
    Expiration
    
    
    That Have Not
    
    
    Stock That HaveName (a)
    
    Exercisable (b)
    
    
    Unexercisable2 (c)
    
    
    (d)
    
    
    Date (e)
    
    
    Vested (#)(f)
    
    
    Not Vested3 ($) (g)Whisler
    
    
    800
    
    
    
    18,400
    
    
    
    $37.31
    
    
    
    2/4/14
    
    
    
    227,250
    
    
    
    $27,206,3701,000
    
    
    
    50,000
    
    
    
    $48.10
    
    
    
    2/2/150
    
    
    
    46,000
    
    
    
    $79.00
    
    
    
    2/1/16Snider
    
    
    0
    
    
    
    7,000
    
    
    
    $37.31
    
    
    
    2/4/14
    
    
    
    76,558
    
    
    
    $9,165,5240
    
    
    
    20,000
    
    
    
    $48.10
    
    
    
    2/2/150
    
    
    
    14,200
    
    
    
    $79.00
    
    
    
    2/1/16Peru
    
    
    1
    
    
    
    4,667
    
    
    
    $37.31
    
    
    
    2/4/14
    
    
    
    70,880
    
    
    
    $8,485,7540
    
    
    
    13,334
    
    
    
    $48.10
    
    
    
    2/2/150
    
    
    
    12,400
    
    
    
    $79.00
    
    
    
    2/1/16Colton
    
    
    0
    
    
    
    3,467
    
    
    
    $37.31
    
    
    
    2/4/14
    
    
    
    27,440
    
    
    
    $3,285,1170
    
    
    
    8,534
    
    
    
    $48.10
    
    
    
    2/2/150
    
    
    
    7,400
    
    
    
    $79.00
    
    
    
    2/1/16Naccarati
    
    
    0
    
    
    
    800
    
    
    
    $37.31
    
    
    
    2/4/14
    
    
    
    16,300
    
    
    
    $1,951,4360
    
    
    
    5,334
    
    
    
    $48.10
    
    
    
    2/2/150
    
    
    
    6,800
    
    
    
    $79.00
    
    
    
    2/1/16Madhavpeddi1
    
    
    0
    
    
    
    0
    
    
    
    $0
    
    
    
    0
    
    
    
    0
    
    
    
    $0
 1
 2
 3
 Options Exercised and Stock Vested
 Option Award
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized on
    
    Acquired on Vesting
    
    Value Realized onName
    
    Exercise (#)
    
    Exercise ($)
    
    (#)
    
    Vesting ($)Whisler
    
    
    360,000
    
    
    
    $18,433,185
    
    
    
    10,000
    
    
    
    $833,200Snider
    
    
    17,000
    
    
    
    $376,208
    
    
    
    2,028
    
    
    
    $168,973Peru
    
    
    11,332
    
    
    
    $250,775
    
    
    
    2,500
    
    
    
    $208,300Colton
    
    
    7,733
    
    
    
    $247,732
    
    
    
    1,850
    
    
    
    $154,142Naccarati
    
    
    3,466
    
    
    
    $77,230
    
    
    
    600
    
    
    
    $49,992Madhavpeddi
    
    
    7,333
    
    
    
    $237,260
    
    
    
    0
    
    
    
    $0
 24




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##### Table of Contents



Pension Benefits
 Number of
    
    Present Value ofYears of
    
    AccumulatedCredited
    
    Benefits1Name (a)
    
    Plan Name (b)
    
    Service (#) (c)
    
    ($) (d)Whisler
    
    Phelps Dodge Retirement Plan
    
    
    30.00
    
    
    
    $672,529Phelps Dodge Corporation Supplemental Retirement Plan
    
    
    30.00
    
    
    
    $6,474,913Snider
    
    Phelps Dodge Retirement Plan
    
    
    36.50
    
    
    
    $1,075,099Phelps Dodge Corporation Supplemental Retirement Plan
    
    
    36.50
    
    
    
    $4,968,063Peru
    
    Phelps Dodge Retirement Plan
    
    
    27.42
    
    
    
    $583,272Phelps Dodge Corporation Supplemental Retirement Plan
    
    
    27.42
    
    
    
    $2,090,742Colton
    
    Phelps Dodge Retirement Plan
    
    
    18.42
    
    
    
    $308,617Phelps Dodge Corporation Supplemental Retirement Plan
    
    
    18.42
    
    
    
    $606,366Naccarati
    
    Phelps Dodge Retirement Plan
    
    
    14.08
    
    
    
    $235,556Phelps Dodge Corporation Supplemental Retirement Plan
    
    
    14.08
    
    
    
    $257,511Madhavpeddi
    
    Phelps Dodge Retirement Plan
    
    
    25.75
    
    
    
    $366,072Phelps Dodge Corporation Supplemental Retirement Plan
    
    
    25.75
    
    
    
    $663,164
 1
 Pension Benefits
    25




---



##### Table of Contents




    
    Contingent Annuitant Option (upon the participants death a percentage of the benefit
continues to the participants beneficiary)
    
    Supplemental Retirement Plan benefits are also available in the following forms:
 
    
    Lump Sump Option (available to those who terminate employment on or after attainment
of age 64 subject to Internal Revenue Code Section 409A)
    
    Other forms of payment approved by the plan administrator subject to Internal Revenue
Code Section 409A
 Special Early Retirement Benefit
 Change of Control
 Nonqualified Deferred Compensation
 AggregateExecutive
    
    
    
    
    
    Earnings in
    
    
    
    
    
    
    AggregateContributions in
    
    
    Registrant
    
    
    Last Fiscal
    
    
    Aggregate
    
    
    Balance at LastLast Fiscal Year
    
    
        Contributions in
    
    
    Year3
    
    
    Withdrawals/
    
    
    Fiscal YearName
    
    ($)
    
    
Last Fiscal
Year2($)
    
    
    ($)
    
    
    Distributions ($)
    
    
    End4 ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)Whisler
    
    
    $0
    
    
    
    $78,437
    
    
    
    $114,646
    
    
    
    $0
    
    
    
    $834,029Snider
    
    
    $0
    
    
    
    $33,807
    
    
    
    $487,211
    
    
    
    $0
    
    
    
    $1,259,467Peru
    
    
    $0
    
    
    
    $26,573
    
    
    
    $17,506
    
    
    
    $0
    
    
    
    $177,234Colton
    
    
    $101,963
    1
    
    
    $11,755
    
    
    
    $68,845
    
    
    
    $0
    
    
    
    $539,212Naccarati
    
    
    $0
    
    
    
    $9,153
    
    
    
    $8,974
    
    
    
    $0
    
    
    
    $22,257Madhavpeddi
    
    
    $0
    
    
    
    $0
    
    
    
    $179,962
    
    
    
    $52,282
    
    
    
    $1,087,096
 1
 26




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##### Table of Contents



2
 3
 4
    27




---



##### Table of Contents



Potential Post Employment Payments
 Severance Agreements
   Name
    
    Severance Amount
    
    
    Benefits
    
    
    Outplacement
    
    
    Total(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)Whisler
    
    
    $1,015,000
    
    
    
    $73,386
    
    
    
    $152,250
    
    
    
    $1,240,636Snider
    
    
    $561,600
    
    
    
    $48,172
    
    
    
    $84,240
    
    
    
    $694,012Peru
    
    
    $488,800
    
    
    
    $57,431
    
    
    
    $73,320
    
    
    
    $619,551Colton
    
    
    $340,000
    
    
    
    $30,597
    
    
    
    $51,000
    
    
    
    $421,597Naccarati
    
    
    $315,000
    
    
    
    $43,265
    
    
    
    $47,250
    
    
    
    $405,515
 Change of Control Agreements
  28




---



##### Table of Contents



Other Change of Control Provisions
      29




---



##### Table of Contents



Estimated Current Value of Change of Control Benefits
 Accelerated
    
    
    Accelerated
    
    
    Estimatedvesting of
    
    
    vesting of
    
    
    ExciseSeverance
    
    
    
    
    
    
    Pension
    
    
    Stock
    
    
    Restricted
    
    
    Tax &
    
    
    Outplace-Name
    
    Amount1
    
    
    Benefits2
    
    
    Enhancement
    
    
    Options3
    
    
    Stock3
    
    
    Gross Up4
    
    
    ment
    
    
    Total(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)Whisler
    
    
    $5,785,500
    
    
    
    $678,641
    
    
    
    $11,811,024
    
    
    
    $6,971,036
    
    
    
    $27,206,370
    
    
    
    $0
    
    
    
    $152,250
    
    
    
    $52,604,821Snider
    
    
    $2,864,160
    
    
    
    $333,437
    
    
    
    $5,603,216
    
    
    
    $2,587,700
    
    
    
    $9,165,524
    
    
    
    $4,124,334
    
    
    
    $84,240
    
    
    
    $24,762,611Peru
    
    
    $2,492,880
    
    
    
    $483,597
    
    
    
    $4,879,672
    
    
    
    $1,844,669
    
    
    
    $8,485,754
    
    
    
    $3,590,817
    
    
    
    $73,320
    
    
    
    $21,850,709Colton
    
    
    $1,632,000
    
    
    
    $241,831
    
    
    
    $318,350
    
    
    
    $1,198,346
    
    
    
    $3,285,117
    
    
    
    $0
    
    
    
    $51,000
    
    
    
    $6,726,644Naccarati
    
    
    $1,512,000
    
    
    
    $425,042
    
    
    
    $193,510
    
    
    
    $724,910
    
    
    
    $1,951,436
    
    
    
    $1,117,422
    
    
    
    $47,250
    
    
    
    $5,971,570
 1
 2
 3
 4
 Death and Disability
  
    
    Vesting of restricted stock is accelerated as described in footnote 3 of the Grants of
Plan-Based Awards table (please refer to the Estimated Current Value of Change of Control
Benefits table for values).
    
    Vesting of stock options is accelerated and a special rule applies to the length of time
for the options which are exercisable as discussed in footnote 4 of the Grants of
Plan-Based Awards table (please refer to the Estimated Current Value of Change of Control
Benefits table for values).
    
    In the event of termination by disability under the Executive Life Insurance Plan the
named executive officers would be entitled to the full cash surrender value of the
underlying policy, unreduced by the value of any prior premium payments made by the
Corporation.
    
    In the event of death, the beneficiaries would receive from the Executive Life Insurance
Plan and the Corporations group life insurance policy insurance proceeds totaling
$2,950,000 for Mr. Whisler, $1,684,800 for Mr. Snider, $1,466,400 for Mr. Peru, $1,014,000
for Mr. Colton, and $861,600 for Mr. Naccarati.
    
    Accrued benefits under the Supplemental Retirement Plan as described in the Pension
Table section.
 30




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##### Table of Contents



Voluntary Resignation
  Director Compensation
 Fees Earned or
    
    
    
    
    
    
    All OtherName
    
    Paid in Cash ($)
    
    
    Stock Awards3 ($)
    
    
    Compensation4 ($)
    
    
    Total ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)Robert N. Burt1
    
    
    $42,750
    
    
    
    $95,747
    
    
    
    $1,594,071
    
    
    
    $1,732,568Archie W. Dunham
    
    
    $144,500
    
    
    
    $132,772
    
    
    
    $8,619
    
    
    
    $285,891William A. Franke
    
    
    $148,000
    
    
    
    $132,772
    
    
    
    $4,018
    
    
    
    $284,790Robert D. Johnson
    
    
    $143,000
    
    
    
    $132,772
    
    
    
    $1,399
    
    
    
    $277,171Marie L. Knowles
    
    
    $143,000
    
    
    
    $132,772
    
    
    
    $3,907
    
    
    
    $279,679Robert D. Krebs1
    
    
    $44,250
    
    
    
    $95,747
    
    
    
    $363,754
    
    
    
    $503,751Charles C. Krulak
    
    
    $138,500
    
    
    
    $130,111
    
    
    
    $4,754
    
    
    
    $273,365Jon C. Madonna
    
    
    $161,500
    
    
    
    $132,772
    
    
    
    $3,862
    
    
    
    $298,134Dustan E. McCoy2
    
    
    $94,250
    
    
    
    $66,142
    
    
    
    $1,585
    
    
    
    $161,977Gordon R. Parker
    
    
    $146,000
    
    
    
    $132,772
    
    
    
    $4,996
    
    
    
    $283,768William J. Post
    
    
    $132,500
    
    
    
    $132,772
    
    
    
    $17,699
    
    
    
    $282,971Martin H. Richenhagen2
    
    
    $100,250
    
    
    
    $66,142
    
    
    
    $3,673
    
    
    
    $170,065Jack E. Thompson
    
    
    $150,500
    
    
    
    $132,772
    
    
    
    $4,848
    
    
    
    $288,120
 1
 2
 3
 4
 31




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##### Table of Contents



Board and Committee Chair Retainers:Annual retainer for all directors: $65,000
    
    Annual Committee chair retainers:    Audit Committee
    
    $12,500    Compensation &
Management Development
Committee
    
    $7,500    Committee on
Directors and Corporate
Governance
    
    $5,000    Environmental,
Health & Safety
Committee
    
    $3,000    Finance
Committee
    
    $3,000Attendance fees:$1,500 for each Board meeting
    
    $1,500 for each Committee meeting
     32




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##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
  COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
   
 
 33




---



##### Table of Contents



12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
  OptionsShares
    
    
    ExercisableBeneficially
    
    
    Within
    
    
    StockName of Beneficial Owner
    
    Owned (a)
    
    
    60 Days
    
    
    Units(b)
    
    
    TotalS. David Colton
    
    
    43,761
    
    
    
    10,200
    
    
    
    0
    
    
    
    53,961Archie W. Dunham
    
    
    0
    
    
    
    0
    
    
    
    33,179
    (c)
    
    
    33,179William A. Franke
    
    
    4,000
    
    
    
    0
    
    
    
    20,020
    
    
    
    24,020Robert D. Johnson
    
    
    1,086
    
    
    
    0
    
    
    
    4,239
    
    
    
    5,325Marie L. Knowles
    
    
    2,000
    
    
    
    0
    
    
    
    17,848
    
    
    
    19,848Charles C. Krulak
    
    
    0
    
    
    
    0
    
    
    
    1,084
    
    
    
    1,084Kalidas Madhavpeddi
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Jon C. Madonna
    
    
    2,000
    
    
    
    0
    
    
    
    4,239
    
    
    
    6,239Dustan E. McCoy
    
    
    0
    
    
    
    0
    
    
    
    551
    
    
    
    551David C. Naccarati
    
    
    33,689
    
    
    
    5,733
    
    
    
    0
    
    
    
    39,422Gordon R. Parker
    
    
    8,538
    
    
    
    0
    
    
    
    18,158
    
    
    
    26,696Ramiro G. Peru
    
    
    87,243
    
    
    
    15,468
    
    
    
    0
    
    
    
    102,711William J. Post
    
    
    2,000
    
    
    
    0
    
    
    
    11,220
    
    
    
    13,220Martin H. Richenhagen
    
    
    0
    
    
    
    0
    
    
    
    551
    
    
    
    551Timothy R. Snider
    
    
    109,917
    
    
    
    21,733
    
    
    
    0
    
    
    
    131,650Jack E. Thompson
    
    
    4,000
    
    
    
    0
    
    
    
    4,239
    
    
    
    8,239J. Steven Whisler
    
    
    357,366
    
    
    
    60,533
    
    
    
    0
    
    
    
    417,899Directors and executive
officers as a group (18
persons)
    
    
    679,825
    
    
    
    113,667
    
    
    
    115,328
    
    
    
    912,953
 
 (a)
    
    Includes, as of February 12, 2007, the following shares of restricted stock awarded under
the Phelps Dodge 1998 Stock Option and Restricted Stock Plan and the Phelps Dodge 2003 Stock
Option and Restricted Stock Plan: Mr. Whisler, 213,388 shares, Mr. Snider, 78,278 shares, Mr.
Peru, 72,360 shares, Mr. Colton, 27,855 shares, and Mr. Naccarati, 17,425 shares. None of the
shares, options or units referenced in the table are pledged as security.(b)
    
    Except where indicated below, represents stock units awarded under the Directors Stock Unit
Plan.(c)
    
    Includes stock units credited under the Deferred Compensation Plan for Directors of the
Corporation. 34




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##### Table of Contents



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  Name and Address of Beneficial
    
    Amount and Nature of
    
    Percent ofTitle of Class
    
    Owner
    
    Beneficial Ownership
    
    ClassCommon
    
    Atticus Capital, L.L.C. (a)
    
    
    20,338,361
    
    
    
    9.97
    %152 West 57th Street, 45th FloorNew York, NY 10019Common
    
    S.A.C. Capital Advisors, LLC (b)
    
    
    10,311,600
    
    
    
    5.1
    %72 Cummings Point RoadStamford, CT 06902
 
 (a)
    
    A report on Schedule 13D, dated October 11, 2006, disclosed that this entity, as a
registered investment adviser, had sole voting and sole dispositive power over
20,338,361 shares, which represented 9.97% of the outstanding common shares at December
31, 2006. This entity subsequently filed a report on Schedule 13G, dated January 12,
2007, which disclosed that it had sole voting and sole dispositive power over
20,243,761 shares representing 9.92% of the outstanding common shares as of such date.(b)
    
    A report on Schedule 13D, dated December 4, 2006, disclosed that this entity, as a
registered investment adviser, together with its affiliates, had shared voting and
shared dispositive power over 10,311,600 shares, which represented 5.1% of the
outstanding common shares at December 31, 2006. This entity subsequently filed an
amended report on Schedule 13D, dated January 20, 2007, which disclosed that the entity
had reduced its shareholdings to 8,167,600 shares over which it had shared voting and
shared dispositive power, representing 4.1% of the outstanding common shares as of such
date. 35




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##### Table of Contents



13. Certain Relationships and Related Transactions, and Director Independence
    14. Principal Accounting Fees and Service
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
  2006
    
    
    2005Audit fees (a)
    
    $
    4,750,014
    
    
    $
    5,463,988Audit-related fees (b)
    
    $
    288,606
    
    
    $
    469,883Tax fees (c)
    
    $
    248,091
    
    
    $
    352,778All other fees (d)
    
    $
    16,215
    
    
    $
    17,165$
    5,302,926
    
    
    $
    6,303,814
 
 (a)
    
    Audit Feesfor the years ended December 31, 2006 and 2005,
respectively, were for professional services rendered for the
audits of the consolidated financial statements of the
Corporation and statutory and subsidiary audits, Sarbanes-Oxley
Section 404 requirements and assistance with review of documents
filed with the SEC. The amounts represent actual billings during
the calendar year.(b)
    
    Audit-Related Feesfor the years ended December 31, 2006 and
2005, respectively, were primarily for assurance and related
services with respect to ancillary financial statement audits,
employee benefit plan audits and due diligence assistance.(c)
    
    Tax Feesfor the years ended December 31, 2006 and 2005,
respectively, were for services related to tax compliance
(including preparing or reviewing tax returns and claims for
refunds and providing assistance with tax audits) and tax advice.
In 2006, fees for tax compliance services totaled $88,208 and
fees for tax advice totaled $159,883. In 2005, fees for tax
compliance services totaled $214,947 and fees for tax advice
totaled $137,831.(d)
    
    All Other Feesfor the year ended December 31, 2006 and 2005,
respectively, were primarily for annual license fees for
financial reporting and accounting literature.   Exhibits10.1
    
    Forms of Change of Control Agreement between the Company and certain executives (amended
and restated effective as of January 1, 2005)10.2
    
    Forms of Severance Agreement between the Company and certain executives31
    
    Certifications of J. Steven
Whisler, Chairman and Chief Executive Officer of the Company, and
Ramiro G. Peru, Executive Vice President and Chief Financial Officer
of the Company, pursuant to Rule 13a-14(a) of the Exchange Act,
as enacted by Section 302 of the Sarbanes-Oxley Act of 2002
 36




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##### Table of Contents



SIGNATURES
  PHELPS DODGE CORPORATION
                  (Registrant)March 16, 2007
    By:
    /s/ Ramiro G. PeruRamiro G. PeruExecutive Vice President and Chief Financial Officer 37




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##### Table of Contents



Index to Exhibits
 10.1
    
    Forms of Change of Control Agreement between the Company and certain executives (amended and
restated effective as of January 1, 2005)10.2
    
    Forms of Severance Agreement between the Company and certain executives31
    
    Certifications of J. Steven Whisler, Chairman and Chief Executive
Officer of the Company, and Ramiro G. Peru, Executive Vice President
and Chief Financial Officer of the Company, pursuant to Rule 13a-14(a)
of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley
Act of 2002.
 38