Exhibit 10.44STOCK OPTION AGREEMENTPhelps Dodge 2003 Stock Option and Restricted Stock Plan     STOCK OPTION AGREEMENT, dated                      ___, ___, between PHELPS DODGE CORPORATION, a NewYork corporation (the “Corporation”), and                      (the “Employee”).     The Compensation and Management Development Committee of the Board of Directors of theCorporation (such Committee, and any successor committee appointed by the Board of Directors of theCorporation to administer the Corporation’s 2003 Stock Option and Restricted Stock Plan (the“Plan”), is hereinafter referred to as the “Committee”) has granted to the Employee an option underthe Plan to purchase Common Shares of the Corporation on the terms set forth below.     To evidence the option so granted, and to set forth their terms and conditions as provided inthe Plan, the Corporation and the Employee hereby agree as follows:     1. Confirmation of Grant of Option; Option Price. The Corporation hereby evidencesand confirms its grant to the Employee of (i) an option (the“Option”) to purchase ___ ofthe Corporation’s Common Shares at an option price of$____ per share. The Option grantedhereby shall be subject to the provisions of the Plan. Capitalized terms used herein that are notdefined in this Agreement shall have the meanings assigned to such terms in the Plan.     2. Term for Exercise.     (a) The Option shall become exercisable, subject to the provisions of this Section 2 andSections 3 and 4 hereof, in installments of ___ Common Shares on the first anniversary of thedate of grant of the Option, ___ Common Shares on thesecond anniversary and ___ Common Shareson the third anniversary. Unless an earlier expiration date is specified by this Agreement (or, ifapplicable, in Supplement A), the Option shall expire at 5:00 P.M., Arizona Mountain Standard Time(such time shall hereinafter be referred to as the “End of Business”), on the day after the tenthanniversary of the date on which the Option was granted (the “Termination Date”).     (b) In addition to the provisions of Section 2(a) of the Agreement as set forth above, in theevent a Participant’s employment with the Corporation, any Subsidiary, and any parent company orsuccessor to the Corporation terminates after a Change of Control by reason of the Participant’sRetirement or by reason of a Qualifying Termination (as that term is defined in the Corporation’sChange of Control Agreements in existence at the time of the Change of Control even if theParticipant has not entered into any such agreement) that occurs within two years after a Change ofControl, the Option shall
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become exercisable, no later than the date of such termination, for the purchase of the fullnumber of Common Shares specified in Section 1 above.     3. Who May Exercise. During the Employee’s lifetime the Option may be exercised onlyby him. Each Participant having Nonqualified Stock Options may designate, on such forms as may beapproved by the Corporation from time to time, a beneficiary or beneficiaries with respect to theParticipant’s Nonqualified Stock Options should the Participant die prior to the exercise of theParticipant’s Nonqualified Stock Options. To be effective, any beneficiary designation formscompleted by a Participant must have been delivered to the Corporation. A Participant may change abeneficiary designation by executing and delivering to the Corporation a new beneficiarydesignation form. Upon receipt of such designation by the Corporation, such designation or changeof designation shall be effective as of the date of the notice, regardless of whether theParticipant is living at the time the notice is received by the Corporation. If the Employee dieswhile in the employ of the Corporation or one of its Subsidiaries, the Option may be exercised forthe full number of Common Shares specified in Section 1 hereof less the number of Common Shareswith respect to which the Option has previously been exercised, by the Employee’s estate, personalrepresentative or beneficiary who acquired the right to exercise the Option by will or by the lawsof descent and distribution, at any time prior to the End of Business on the earlier of theTermination Date or the fifth anniversary of the Employee’s death. If the Employee dies while heis no longer employed by the Corporation or a Subsidiary, his Options may be exercised for the fullnumber of Common Shares as to which he could have exercised them on the date of his death, by hisestate, personal representative or beneficiary who acquired the right to exercise the Option bywill or by the laws of descent and distribution, at any time prior to the termination date providedby Section 4 hereof. Following the End of Business on the earlier of the Termination Date, thefifth anniversary of the Employee’s death or the termination date provided by Section 4, as thecase may be, the Option shall expire.     4. Exercise After Termination of Employment. If the Employee shall cease to beemployed by the Corporation or a Subsidiary other than by reason of death, Disability (as definedin the Plan), Retirement (as defined in the Plan) or the Employee’s termination for Cause (asdefined in the Plan), the Option shall remain exercisable, to the extent exercisable on the date ofsuch termination, until the End of Business on the earlier of the Termination Date or the datewhich is one month after the day his employment ends. If the Employee’s employment shall terminatedue to Disability or Retirement, the Option shall remain exercisable, to the extent exercisable onthe date of the Employee’s termination of employment, until the End of Business on the earlier ofthe Termination Date or the fifth anniversary of the date of such termination of employment;provided, however, that, in the event the Employee’s employment with theCorporation terminates not earlier than six months from the Grant Date as a result of theEmployee’s Disability or Retirement, unless the Employee retires prior to his Normal RetirementDate, as
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defined under the Phelps Dodge Retirement Plan (or any successor plan thereof) underconditions determined by the Committee to be adverse to the Corporation or the Employee does notsign a release of claims satisfactory to the Corporation, the Option shall become exercisableimmediately prior to the End of Business on the date the Employee’s employment terminates for thepurchase of the full number of Common Shares specified in Section 1 of the Agreement less thenumber of Common Shares with respect to which the Option has previously been exercised. If theEmployee’s employment is terminated for Cause, all Options granted to the Employee which are thenoutstanding shall be forfeited as of the effective time of such termination but in no event laterthan the End of Business on such termination date. Any portion of the Option which is notexercisable on the date the Employee’s employment terminates for any reason other than death,Disability, or Retirement shall expire at the End of Business on such termination date. Anyportion of the Option which did not expire on the date the Employee’s employment terminates andwhich is not exercised within the period established under this Section 4 shall expire followingthe End of Business on the last day on which the Option could have been exercised.     5. Restrictions on Exercise. The Option may be exercised only with respect to fullCommon Shares. No fractional shares shall be issued. The Option may not be exercised in whole orpart:     (a) if any requisite approval or consent of any governmental authority of any kind havingjurisdiction over the exercise of options shall not have been secured or if, as determined by theCommittee, a violation of any applicable securities law may result; or     (b) unless the Common Shares subject to the Option shall be effectively listed on the New YorkStock Exchange and registered under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), which listing and registration may be upon official notice of issuance of such CommonShares.     The Corporation may require that, as a condition to any exercise of the Option, the Employeerepresent to the Corporation in writing that he is acquiring the Common Shares subject to suchexercise for his own account for investment only and not with a view to the distribution thereof.     6. Manner of Exercise. To the extent the Option shall be exercisable in accordancewith the terms hereof, and subject to the applicable law and regulations and such administrativeregulations as the Committee may have adopted, the Option may be exercised in whole or from time totime in part by written notice to the Committee, (i) identifying the Option by Grant Date,the option price and whether or not the Agreement includes Supplement A, (ii) specifyingthe number of Common Shares with respect to which the Option is being exercised, and (iii)accompanied by full payment of the option price for such Common Shares (1) in United Statesdollars by personal check or cash,
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including an assignment of the right to receive cash proceeds of the sale of Common Sharessubject to the Option, (2) in Common Shares of the Corporation owned by the Employee for atleast three months prior to the day of exercise, represented by certificates duly endorsed to theCorporation or its nominee with any requisite transfer tax stamps attached, the market value ofwhich shall be equal to the option price for the Common Shares with respect to which the Option isbeing exercised, or (3) in a combination of (1) and (2) above. The market value of anyCommon Shares delivered pursuant to the immediately preceding sentence shall be the mean of thehigh and low prices of such Common Shares on the Consolidated Trading Tape on the day of exerciseor, if there was no such sale on such day, on the day next preceding the day of exercise on whichthere was a sale.     For valuation purposes, the day of exercise of the Option shall be deemed to be the day onwhich notice, addressed to the Committee, either to exercise the Option in whole or in part by thepayment of Common Shares (together with duly endorsed certificates as provided above and any otherrequired payment) is received at the Corporation’s principal office, except that if such notice(together with certificates and other payment if required) is received on a Saturday or Sunday oron a holiday observed by the Corporation’s principal office, or after the End of Business on anyother day, the day of exercise shall be deemed to be the next business day. “Written notice” shallinclude, without limitation, notice by telegram, telex, cable or telecopy facsimile.     In the event that the Option shall be exercised by a person other than the Employee inaccordance with the provisions of Section 3 hereof, such person shall furnish the Corporation withevidence satisfactory to it of his or her right to exercise the same and of payment or provisionfor payment of any estate, transfer, inheritance or death taxes payable with respect to the Optionor with respect to any related Common Shares or payment. The Corporation may require the Employeeor other person exercising the Option to furnish or execute such documents as the Corporation shalldeem necessary to evidence such exercise, to determine whether registration is then required underthe Securities Act of 1933, as amended, or to comply with or satisfy the requirements of theExchange Act, or any other law.     7. Nonassignability. Unless the Committee shall otherwise so specify by a supplementto this Agreement approved in connection with the award hereof or at any subsequent time, theOption shall not be assignable or transferable except by beneficiary designation, will or by theapplicable laws of descent and distribution to the extent contemplated by Section 3 hereof. At therequest of the Employee, Common Shares purchased on exercise of the Option may be issued ortransferred in the name of the Employee and another person jointly with the right of survivorship,or in the name of a trust or other legal entity established to hold property for the benefit of theEmployee or members of his immediate family.
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     8. Rights as Stockholder. The Employee shall have no rights as a stockholder withrespect to any Common Shares covered by the Option until the issuance of a certificate orcertificates to him for such Common Shares. No adjustment shall be made for dividends or otherrights for which the record date is prior to the issuance of such certificate or certificates.     9. Capital Adjustments. The number and price of the Common Shares covered by theOption shall be proportionately adjusted to reflect, as deemed equitable and appropriate by theCommittee, any stock dividend, stock split or share combination of, or extraordinary cash dividendon, the Corporation’s Common Shares or any recapitalization of the Corporation. To the extentdeemed equitable and appropriate by the Committee, subject to any required action by thestockholders of the Corporation, in any merger, consolidation, reorganization, liquidation,dissolution, or other similar transaction, the Option shall pertain to the securities and otherproperty, if any, which a holder of the number of Common Shares covered by the Option would havebeen entitled to receive in connection with such event.     10. Withholding.     (a) The Corporation’s obligation to deliver Common Shares upon the exercise of the Optionshall be subject to payment by the Employee of any amount required to be withheld with respect tosuch exercise pursuant to any applicable federal, state or local tax withholding requirements.     (b) Unless this Agreement includes Supplement A (making it an incentive stock option), theEmployee may elect to satisfy all or any part of his federal, state and local tax obligations(including, without limitation, FICA) with respect to such exercise by having the Corporationwithhold from any Common Shares otherwise deliverable to him in connection with the exercise of theOption a number of Common Shares, or by delivering Common Shares already owned by the Employee,having a market value equal in amount to the obligations to be so satisfied. The market value ofCommon Shares withheld or delivered shall be the mean of the high and low prices of such CommonShares on the Consolidated Trading Tape on the day of exercise or, if there was no such sale onsuch day, on the next preceding day on which there was a sale.     11. Governing Law. This Agreement shall be construed and enforced in accordance with,and governed by, the laws of the State of New York.     12. Supplements. Attached hereto are the following supplements:

     Any such supplements so attached are incorporated herein and constitute a part of this Agreement asthough set forth in full herein. Additional supplements may be added to
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this Agreement at a later date by the Committee; provided, however, that if anysuch additional supplement adversely affects the rights of the Employee under this Agreement, suchsupplement shall not be or become effective unless and until the Employee consents to its additionin writing. All capitalized terms used in such supplements without definition shall have themeaning determined under this Agreement.     13. Predecessor Plans. The Employee hereby acknowledges and agrees that all of theEmployee’s outstanding options that were granted pursuant to the Predecessor Plans (as defined inthe Plan) shall hereafter become subject to the terms of this Agreement.     IN WITNESS WHEREOF, the Corporation and the Employee have duly executed this Agreement as ofthe date set forth above.       PHELPS DODGE CORPORATION       By           Senior Vice President                   Employee
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