##### 



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission file number 1-82

PHELPS DODGE CORPORATION

(a New York corporation)

13-1808503
(I.R.S. Employer Identification No.)

One North Central Avenue, Phoenix, AZ 85004-2306

Registrants telephone number: (602) 366-8100

Securities registered pursuant to Section 12(b) of the Act:

|                                         |  |                        
|---------------------------------------- |  | -----------------------
|                                         |  | Name of each exchange  
|Title of each class                      |  | on which registered    
|                                         |  |                        
|                                         |  |                        
|Common Shares, $6.25 par value per share |  | New York Stock Exchange
|Mandatory Convertible Preferred Shares,  |  |                        
|$1.00 par value per share                |  | New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.   Yes   [x]    No   [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   [x]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Act).    Yes   [x]    No   [ ].

The aggregate market value of Common Shares of the issuer held by
nonaffiliates
at April 9, 2003, was approximately $2,892,046,398.

Number of Common Shares outstanding at
April 9, 2003: 88,986,043 shares.

Documents Incorporated by Reference:

|                                        |  |                 
|--------------------------------------- |  | ----------------
|Document                                |  | Location in 10-K
|                                        |  |                 
|Proxy Statement for 2003 Annual Meeting |  | Part III        



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##### 



- 2 -

Explanatory Note

This
Form 10-K/A constitutes Amendment No. 1 to the Registrant's 10-K for
the fiscal year ended December 31, 2002.  This Form 10-K/A is being
filed solely to file herewith the form of Change of Control Agreement
of the Registrant.





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##### 



- 3 -

Part III

Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K



|(a) | 1. |  | Financial Statements: Index on page 110.
|--- | -- |  | ----------------------------------------



| | 2.  |  | Financial Statement Schedule: Index on page 110.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3.  |  | Exhibits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 3.1 |  | Restated Certificate of Incorporation of the Corporation
(incorporated by reference to Exhibit 3.1 to the Corporations
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999) as
amended by the Certificate of Amendment to the Restated Certificate of
Incorporation of Phelps Dodge Corporation (incorporated by reference to
Exhibit 2.3 to the Corporations Registration Statement on Form 8-A,
filed with the SEC on June 10, 2002 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                           
|
| | 3.2 |  | Amended and Restated By-Laws of the Corporation, effective as of
September 5, 2001 (incorporated by reference to Exhibit 3.2 to the
Corporations Form 10-Q for the quarter ended September 30, 2001 (SEC
File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | 4.1 |  | Credit Agreement, effective May 10, 2000, among the Corporation,
the Lenders parties thereto, Salomon Smith Barney Inc., Bank of
Tokyo-Mitsubishi Trust Company, and Citibank, N.A., as agent
(incorporated by reference to Exhibit 4.2 of the Corporations Form
10-Q for the quarter ended March 31, 2000 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 4.2 |  | Rights Agreement, dated as of February 5, 1998 between the
Corporation and The Chase Manhattan Bank (which replaces the Rights
Agreement dated as of July 29, 1988 as amended and restated as of
December 6, 1989, the rights issued thereunder having been redeemed by
the Corporation), which includes the form of Certificate of Amendment
setting forth the terms of the Junior Participating Cumulative
Preferred Shares, par value $1.00 per share, as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C (incorporated by reference to Exhibit 1
to the Corporations Current Report on Form 8-K and in the
Corporations Form 8-A, both filed on February 6, 1998 (SEC File No.
1-82)).
|
| |     |  | Note: Certain instruments with respect to long-term debt of the
Corporation have not been filed as Exhibits to this Report since the
total amount of securities authorized under any such instrument does
not exceed 10 percent of the total assets of the Corporation and its
subsidiaries on a consolidated basis. The Corporation agrees to
furnish a copy of each such instrument upon request of the Securities
and Exchange Commission.                                                                                                                                                                                                                                                                                                                         
|
| | 4.3 |  | Form of Indenture, dated as of September 22, 1997, between the
Corporation and The Chase Manhattan Bank, as Trustee (incorporated by
reference                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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- 4 -



| |      |  | to the Corporations Registration Statement and Post-Effective
Amendment No. 1 on Form S-3 (Registration Nos. 333-36415 and
33-44380)) filed with the Securities and Exchange Commission on
September 25, 1997 (incorporated by reference to Exhibit 4.3 to the
Corporations Form 10-Q for the quarter ended September 30, 1997 (SEC
File No. 1-82)).                                                                                                                                               
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 4.4  |  | Form of 6.375 percent Note, due November 1, 2004, of the
Corporation issued on November 5, 1997, pursuant to the Indenture,
dated as of September 22, 1997, between the Corporation and The Chase
Manhattan Bank, as Trustee (incorporated by reference to the
Corporations Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 3, 1997 and Exhibit 4.4 of Form 10-Q
for the quarter ended September 30, 1997 (SEC File No. 1-82)).                            
|
| | 4.5  |  | Form of 7.125 percent Debenture, due November 1, 2027, of the
Corporation issued on November 5, 1997, pursuant to the Indenture,
dated as of September 22, 1997, between the Corporation and The Chase
Manhattan Bank, as Trustee (incorporated by reference to the
Corporations Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 3, 1997 and Exhibit 4.5 of the
Corporations Form 10-Q for the quarter ended September 30, 1997 (SEC
File No. 1-82)).     
|
| | 4.6  |  | Tripartite/Conversion Agreement, dated as of August 8, 2000, among
Chase Manhattan Bank and First Union National Bank, and acknowledged by
the Corporation, pursuant to which First Union National Bank succeeded
Chase Manhattan Bank as trustee under the Indenture dated as of
September 22, 1997 (incorporated by reference to the Corporations
Registration Statement on Form S-3 (Reg. No. 333-43890) filed with the
Securities and Exchange Commission on August 16, 2000).                  
|
| | 4.7  |  | Form of 8.75 percent Note due June 1, 2011, of the Corporation
issued on May 30, 2001, pursuant to the Indenture dated September 22,
1997, between the Company and First Union National Bank, as successor
Trustee (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 30, 2001 (SEC
File No. 1-82)).                                                                                                                              
|
| | 4.8  |  | Form of 9.5 percent Note due June 1, 2031, of the Corporation
issued on May 30, 2001, pursuant to the Indenture dated September 22,
1997, between the Company and First Union National Bank, as successor
Trustee (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission May 30, 2001 (SEC
File No. 1-82)).                                                                                                                                  
|
| | 4.9  |  | Form of Common Share Certificate of the Corporation (incorporated
by reference to Exhibit 4.9 of the Corporations Form 10-Q for the
quarter ended June 30, 2002 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                               
|
| | 4.10 |  | Form of 6.75 percent Series A Mandatory Convertible Preferred Share
Certificate of the Corporation (incorporated by reference to Exhibit
4.10 of the Corporations Form 10-Q for the quarter ended June 30, 2002
(SEC File No. 1-82)).                                                                                                                                                                                                                                                               
|
| | 10.  |  | Management contracts and compensatory plans and agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 10.1 |  | The Corporations 1989 Directors Stock Option Plan (the 1989
Directors Plan), as amended to and including June 3, 1992, suspended
effective November 6, 1996 (incorporated by reference to Exhibit 10.3
to the Corporations Form 10-Q for the quarter ended June 30, 1992
(SEC File No. 1-82)). Form of Stock Option Agreement under the 1989
Directors Plan (incorporated by reference to the Corporations
Registration Statement on Form S-8 (Reg. No. 33-34362)).                               
|
| | 10.2 |  | The Corporations 1993 Stock Option and Restricted Stock Plan (the
1993 Plan), as amended through December 1, 1993, and form of
Restricted Stock letter under the 1993 Plan (incorporated by reference
to Exhibit 10.4 to the Corporations 1993 Form 10-K (SEC File No.
1-82)). Amendment to 1993 Plan effective May 7, 1997 (incorporated by
reference to Exhibit 10.15 to the Corporations Form 10-Q for the
quarter ended June 30, 1997 (SEC File No. 1-82)). Amended and
restated form of Stock



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- 5 -



| |       |  | Option Agreement, amended through February 5, 1997 (incorporated by
reference to Exhibit 10.3 of the Corporations 1997 Form 10-K (SEC
File No. 1-82)). Form of Reload Option Agreement, amended through
November 2, 1994, under the 1993 Plan (incorporated by reference to
Exhibit 10.3 to the Corporations 1994 Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       |  | Note: Omitted from filing pursuant to the Instruction to Item 601(b)
(10) are actual Stock Option Agreements between the Corporation and
certain officers, under the 1993 Plan, and certain Directors, under the
1989 Directors Plan, which contain substantial similar provisions to
Exhibits 10.1 and 10.2 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 10.3  |  | Description of the Corporations Incentive Compensation Plan
(incorporated by reference to Exhibit 10.5 to the Corporations 1993
Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 10.4  |  | Amended and restated Deferred Compensation Plan for the Directors
of the Corporation, dated as of December 3, 1998, effective January 1,
1999 (incorporated by reference to Exhibit 10.5 to the Corporations
1998 Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 10.5  |  | Form of Change-of-Control Agreement between the Corporation and
certain executives, including all of the current executive officers to
be listed in the summary compensation table to the 2003 Proxy Statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 10.6  |  | Amended and restated form of Severance Agreement between the
Corporation and certain executives, including all of the current
executive officers to be listed in the summary compensation table to
the 2003 Proxy Statement (incorporated by reference to Exhibit 10.7 of
the Corporations 1997 Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | 10.7  |  | The Corporations Retirement Plan for Directors, effective January
1, 1988, terminated for active directors effective December 31, 1997
(incorporated by reference to Exhibit 10.13 to the Corporations 1987
Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 10.8  |  | The Corporations Supplemental Retirement Plan (which amends,
restates and re-names the provisions of the Corporations
Comprehensive Executive Nonqualified Retirement and Savings Plan other
than the supplemental savings provisions of such plan), effective
(except as otherwise noted therein) as of January 1, 1997
(incorporated by reference to Exhibit 10.9 to the Corporations 1997
Form 10-K (SEC File No. 1-82)). First Amendment to Plan, effective
January 1, 1998 (incorporated by reference to Exhibit 10.9 to the
Corporations 1998 Form 10-K (SEC File No. 1-82)). Second Amendment
to Plan, effective January 1, 1999 (incorporated by reference to
Exhibit 10.9 to the Corporations Form 10-Q for the quarter ended June
30, 1999 (SEC File No. 1-82)). Third Amendment to Plan, effective as
of January 1, 2000 (incorporated by reference to Exhibit 10.9 of the
Corporations Form 10-Q for the quarter ended June 30, 2000 (SEC File
No. 1-82)).
|
| | 10.9  |  | The Corporations Supplemental Savings Plan (SSP) (which amends,
restates, and replaces the supplemental savings provisions of the
Corporations Comprehensive Executive Nonqualified Retirement and
Savings Plan), effective (except as otherwise noted therein) as of
January 1, 1997 (incorporated by reference to Exhibit 10.10 of the
Corporations 1997 Form 10-K (SEC File No. 1-82)); as amended by the
First Amendment to such SSP, effective as of January 1, 1999
(incorporated by reference to Exhibit 10.10 of the Corporations Form
10-Q for the quarter ended September 30, 1999 (SEC File No. 1-82)).
Second Amendment to SSP, effective as of January 1, 2000 (incorporated
by reference to Exhibit 10.10 to the Corporations Form 10-Q for the
quarter ended June 30, 2000 (SEC File No. 1-82)).                                                                                                                                                        
|
| | 10.10 |  | The Corporations Directors Stock Unit Plan effective January 1,
1997 (incorporated by reference to Exhibit 10.10 to the Corporations
1996 Form 10-K (SEC File No. 1-82)) as amended and restated, effective
January 1, 1998 (incorporated by reference to Exhibit 10.11 of the
Corporations 1997 Form 10-K (SEC File
No. 1-82)). First Amendment to Plan, effective as of January 1, 2001
(incorporated by reference to Exhibit 10.11 of the Corporations Form
10-Q for the quarter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



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- 6 -



| |       |  | ended June 30, 2000 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10.11 |  | The Corporations 1998 Stock Option and Restricted Stock Plan (the
1998 Plan) and forms of Reload Option Agreement and Restricted Stock
Agreement under the 1998 Plan, effective March 4, 1998 (incorporated by
reference to Exhibit 10.12 to the Corporations Form 10-Q for the
quarter ended June 30, 1998 (SEC File No. 1-82)), and amended form of
Stock Option Agreement, effective June 22, 1999 (incorporated by
reference to the Corporations Form 10-Q for the quarter ended June 30,
1999 (SEC File No. 1-82)) and amended Form of Restricted Stock Letter
Agreement, effective as of July 8, 2002 (incorporated by reference to
the Corporations Form 10-Q for the quarter ended September 30, 2002
(SEC File No. 1-82)). First Amendment to the 1998 Plan, effective as
of May 4, 2000 (incorporated by reference to Exhibit 10.12 of the
Corporations Form 10-Q for the quarter ended June 30, 2000 (SEC File
No. 1-82)).
|
| |       |  | Note: Omitted from filing pursuant to the Instruction to Item 601(b)
(10) are actual Stock Option Agreements between the Corporation and
certain officers under the 1998 Plan, which contain substantially
similar provisions to Exhibit 10.11 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 10.12 |  | Retirement Agreement, dated March 6, 2002, between the Corporation
and Manuel J. Iraola (incorporated by reference to Exhibit 10.14 of the
Corporations Form 10-Q for the quarter ended March 31, 2002 (SEC File
No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 10.13 |  | Waiver and Release, effective July 8, 2002, between the
Corporation and Manuel J. Iraola (incorporated by reference to Exhibit
10.15 of the Corporations Form 10-Q for the quarter ended September
30, 2002 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | 11    |  | Computation of per share earnings
(previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 12    |  | Computation of ratios of total
debt to total capitalization (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 21    |  | List of Subsidiaries and
Investments (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 23    |  | Consent of PricewaterhouseCoopers
LLP (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | 24    |  | Powers of Attorney executed by
certain officers and directors who signed this Annual Report on Form 10-K (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |       |  | Note: Shareholders may obtain copies of Exhibits by making written
request to the Secretary of the Corporation and paying copying costs of
10 cents per page, plus postage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



|(b) |  | Reports on Form 8-K:                                                                                                                                          
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | A report on Form 8-K was filed on November 13, 2002, to disclose the CEO and
CFO certifications related to the Companys Form 10-Q filed on November 13,
2002.



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- 7 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



|               |  |                                                           |                                                                 
|-------------- |  | --------------------------------------------------------- | ----------------------------------------------------------------
|               |  | PHELPS DODGE CORPORATION
                    (Registrant)
|               |  |                                                           |                                                                 
|April 14, 2003 |  | By:                                                       | /s/ Ramiro G. Peru                                              
|               |  |                                                           |                                                                 
|               |  |                                                           | Ramiro G. Peru
Senior Vice President
and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



|                                                                                                                                                                                               |  |                                                                                         |  |               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | --------------
|/s/ J. Steven Whisler                                                                                                                                                                          |  | Chairman, President, Chief Executive Officer
and Director
(Principal Executive Officer) |  | April 14, 2003
|                                                                                                                                                                                               |  |                                                                                         |  |               
|J. Steven Whisler                                                                                                                                                                              |  |                                                                                         |  |               
|                                                                                                                                                                                               |  |                                                                                         |  |               
|/s/ Ramiro G. Peru                                                                                                                                                                             |  | Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)         |  | April 14, 2003
|                                                                                                                                                                                               |  |                                                                                         |  |               
|Ramiro G. Peru                                                                                                                                                                                 |  |                                                                                         |  |               
|                                                                                                                                                                                               |  |                                                                                         |  |               
|/s/ Stanton K. Rideout                                                                                                                                                                         |  | Vice President and Controller
(Principal Accounting Officer)                            |  | April 14, 2003
|                                                                                                                                                                                               |  |                                                                                         |  |               
|Stanton K. Rideout                                                                                                                                                                             |  |                                                                                         |  |               
|                                                                                                                                                                                               |  |                                                                                         |  |               
|(Robert N. Burt,
Archie W. Dunham, William A. Franke, Marie L. Knowles, Robert D. Krebs,
Jon C. Madonna, Southwood J. Morcott, Gordon
R. Parker, William J. Post, Jack E. Thompson, Directors) |  | April 14, 2003                                                                         

|    |  |                                                    
|--- |  | ---------------------------------------------------
|By: |  | /s/ Ramiro G. Peru

Ramiro G. Peru
Attorney-in-fact

Certifications

I, J. Steven Whisler, Chairman, President and Chief Executive Officer, certify
that:



|l. |  | I have reviewed this Amendment
No. 1 to the annual report on Form 10-K of Phelps Dodge
Corporation;                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   



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##### 



- 8 -



|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

April 14, 2003

|                                                                                        
|----------------------------------------------------------------------------------------
|/s/ J. Steven Whisler

J. Steven Whisler
Chairman, President and Chief Executive Officer

I, Ramiro G. Peru, Senior Vice President and Chief Financial Officer, certify
that:

l.     I have
reviewed this Amendment No. 1 to the annual report on Form 10-K of Phelps Dodge
Corporation;



|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### 



- 9 -



| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                      



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

April 14, 2003

|                                                                                    
|------------------------------------------------------------------------------------
|/s/ Ramiro G. Peru

Ramiro G. Peru
Senior Vice President and Chief Financial Officer





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##### 



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Index |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1           |  | Restated Certificate of Incorporation of the Corporation
(incorporated by reference to Exhibit 3.1 to the Corporations
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999) as
amended by the Certificate of Amendment to the Restated Certificate of
Incorporation of Phelps Dodge Corporation (incorporated by reference to
Exhibit 2.3 to the Corporations Registration Statement on Form 8-A,
filed with the SEC on June 10, 2002 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                           
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.2           |  | Amended and Restated By-Laws of the Corporation, effective as of
September 5, 2001 (incorporated by reference to Exhibit 3.2 to the
Corporations Form 10-Q for the quarter ended September 30, 2001 (SEC
File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.1           |  | Credit Agreement, effective May 10, 2000, among the Corporation,
the Lenders parties thereto, Salomon Smith Barney Inc., Bank of
Tokyo-Mitsubishi Trust Company, and Citibank, N.A., as agent
(incorporated by reference to Exhibit 4.2 of the Corporations Form
10-Q for the quarter ended March 31, 2000 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.2           |  | Rights Agreement, dated as of February 5, 1998 between the
Corporation and The Chase Manhattan Bank (which replaces the Rights
Agreement dated as of July 29, 1988 as amended and restated as of
December 6, 1989, the rights issued thereunder having been redeemed by
the Corporation), which includes the form of Certificate of Amendment
setting forth the terms of the Junior Participating Cumulative
Preferred Shares, par value $1.00 per share, as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C (incorporated by reference to Exhibit 1
to the Corporations Current Report on Form 8-K and in the
Corporations Form 8-A, both filed on February 6, 1998 (SEC File No.
1-82)).
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              |  | Note: Certain instruments with respect to long-term debt of the
Corporation have not been filed as Exhibits to this Report since the
total amount of securities authorized under any such instrument does
not exceed 10 percent of the total assets of the Corporation and its
subsidiaries on a consolidated basis. The Corporation agrees to
furnish a copy of each such instrument upon request of the Securities
and Exchange Commission.                                                                                                                                                                                                                                                                                                                         
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3           |  | Form of Indenture, dated as of September 22, 1997, between the
Corporation and The Chase Manhattan Bank, as Trustee (incorporated by
reference                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        





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##### 



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | to the Corporations Registration Statement and
Post-Effective Amendment No. 1 on Form S-3 (Registration Nos.
333-36415 and 33-44380)) filed with the Securities and Exchange
Commission on September 25, 1997 (incorporated by reference to
Exhibit 4.3 to the Corporations Form 10-Q for the quarter ended
September 30, 1997 (SEC File No. 1-82)).                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4  |  | Form of 6.375 percent Note, due November 1, 2004, of the
Corporation issued on November 5, 1997, pursuant to the Indenture,
dated as of September 22, 1997, between the Corporation and The Chase
Manhattan Bank, as Trustee (incorporated by reference to the
Corporations Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 3, 1997 and Exhibit 4.4 of Form 10-Q
for the quarter ended September 30, 1997 (SEC File No. 1-82)).                            
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.5  |  | Form of 7.125 percent Debenture, due November 1, 2027, of the
Corporation issued on November 5, 1997, pursuant to the Indenture,
dated as of September 22, 1997, between the Corporation and The Chase
Manhattan Bank, as Trustee (incorporated by reference to the
Corporations Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 3, 1997 and Exhibit 4.5 of the
Corporations Form 10-Q for the quarter ended September 30, 1997 (SEC
File No. 1-82)).     
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.6  |  | Tripartite/Conversion Agreement, dated as of August 8, 2000, among
Chase Manhattan Bank and First Union National Bank, and acknowledged by
the Corporation, pursuant to which First Union National Bank succeeded
Chase Manhattan Bank as trustee under the Indenture dated as of
September 22, 1997
(incorporated by reference to the Corporations Registration Statement
on Form S-3 (Reg. No. 333-43890) filed with the Securities and Exchange
Commission on August 16, 2000).                  
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.7  |  | Form of 8.75 percent Note due June 1, 2011, of the Corporation
issued on May 30, 2001, pursuant to the Indenture dated September 22,
1997, between the Company and First Union National Bank, as successor
Trustee (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 30, 2001 (SEC
File No. 1-82)).                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.8  |  | Form of 9.5 percent Note due June 1, 2031, of the Corporation
issued on May 30, 2001, pursuant to the Indenture dated September 22,
1997, between the Company and First Union National Bank, as successor
Trustee (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission May 30, 2001 (SEC
File No. 1-82)).                                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.9  |  | Form of Common Share Certificate of the Corporation (incorporated
by reference to Exhibit 4.9 of the Corporations Form 10-Q for the
quarter ended June 30, 2002 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.10 |  | Form of 6.75 percent Series A Mandatory Convertible Preferred Share
Certificate of the Corporation (incorporated by reference to Exhibit
4.10 of the Corporations Form 10-Q for the quarter ended June 30, 2002
(SEC File No. 1-82)).                                                                                                                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.  |  | Management contracts and compensatory plans and agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.1 |  | The Corporations 1989 Directors Stock Option Plan (the 1989
Directors Plan), as amended to and including June 3, 1992, suspended
effective November 6, 1996 (incorporated by reference to Exhibit 10.3
to the Corporations Form 10-Q for the quarter ended June 30, 1992
(SEC File No. 1-82)). Form of Stock Option Agreement under the 1989
Directors Plan (incorporated by reference to the Corporations
Registration Statement on Form S-8 (Reg. No. 33-34362)).                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2 |  | The Corporations 1993 Stock Option and Restricted Stock Plan (the
1993 Plan), as amended through December 1, 1993, and form of
Restricted Stock letter under the 1993 Plan (incorporated by reference
to Exhibit 10.4 to the Corporations 1993 Form 10-K (SEC File No.
1-82)). Amendment to 1993 Plan effective May 7, 1997 (incorporated by
reference to Exhibit 10.15 to the Corporations Form 10-Q for the
quarter ended June 30, 1997 (SEC File No. 1-82)). Amended and
restated form of Stock





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##### 



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | Option Agreement, amended through February 5,
1997 (incorporated by reference to Exhibit 10.3 of the Corporations
1997 Form 10-K (SEC File No. 1-82)). Form of Reload Option Agreement,
amended through November 2, 1994, under the 1993 Plan (incorporated by
reference to Exhibit 10.3 to the Corporations 1994 Form 10-K (SEC
File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |  | Note: Omitted from filing pursuant to the Instruction to Item 601(b)
(10) are actual Stock Option Agreements between the Corporation and
certain officers, under the 1993 Plan, and certain Directors, under the
1989 Directors Plan, which contain substantial similar provisions to
Exhibits 10.1 and 10.2 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.3  |  | Description of the Corporations Incentive Compensation Plan
(incorporated by reference to Exhibit 10.5 to the Corporations 1993
Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.4  |  | Amended and restated Deferred Compensation Plan for the Directors
of the Corporation, dated as of December 3, 1998, effective January 1,
1999 (incorporated by reference to Exhibit 10.5 to the Corporations
1998 Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.5  |  | Form of Change-of-Control Agreement between the Corporation and
certain executives, including all of the current executive officers to
be listed in the summary compensation table to the 2003 Proxy Statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.6  |  | Amended and restated form of Severance Agreement between the
Corporation and certain executives, including all of the current
executive officers to be listed in the summary compensation table to
the 2003
Proxy Statement (incorporated by reference to Exhibit 10.7 of the
Corporations 1997 Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.7  |  | The Corporations Retirement Plan for Directors, effective January
1, 1988, terminated for active directors effective December 31, 1997
(incorporated by reference to Exhibit 10.13 to the Corporations 1987
Form 10-K (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.8  |  | The Corporations Supplemental Retirement Plan (which amends,
restates and re-names the provisions of the Corporations
Comprehensive Executive Nonqualified Retirement and Savings Plan other
than the supplemental savings provisions of such plan), effective
(except as otherwise noted therein) as of January 1, 1997
(incorporated by reference to Exhibit 10.9 to the Corporations 1997
Form 10-K (SEC File No. 1-82)). First Amendment to Plan, effective
January 1, 1998 (incorporated by reference to Exhibit 10.9 to the
Corporations 1998 Form 10-K (SEC File No. 1-82)). Second Amendment
to Plan, effective January 1, 1999 (incorporated by reference to
Exhibit 10.9 to the Corporations Form 10-Q for the quarter ended June
30, 1999 (SEC File No. 1-82)). Third Amendment to Plan, effective as
of January 1, 2000 (incorporated by reference to Exhibit 10.9 of the
Corporations Form 10-Q for the quarter ended June 30, 2000 (SEC File
No. 1-82)).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.9  |  | The Corporations Supplemental Savings Plan (SSP) (which amends,
restates, and replaces the supplemental savings provisions of the
Corporations Comprehensive Executive Nonqualified Retirement and
Savings Plan), effective (except as otherwise noted therein) as of
January 1, 1997 (incorporated by reference to Exhibit 10.10 of the
Corporations 1997 Form 10-K (SEC File No. 1-82)); as amended by the
First Amendment to such SSP, effective as of January 1, 1999
(incorporated by reference to Exhibit 10.10 of the Corporations Form
10-Q for the quarter ended September 30, 1999 (SEC File No. 1-82)).
Second Amendment to SSP, effective as of January 1, 2000 (incorporated
by reference to Exhibit 10.10 to the Corporations Form 10-Q for the
quarter ended June 30, 2000 (SEC File No. 1-82)).                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.10 |  | The Corporations Directors Stock Unit Plan effective January 1,
1997 (incorporated by reference to Exhibit 10.10 to the Corporations
1996 Form 10-K (SEC File No. 1-82)) as amended and restated, effective
January 1, 1998 (incorporated by reference to Exhibit 10.11 of the
Corporations 1997 Form 10-K (SEC File No. 1-82)). First Amendment to
Plan, effective as of January 1, 2001 (incorporated by reference to
Exhibit 10.11 of the Corporations Form 10-Q for the quarter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     





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##### 



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | ended
June 30, 2000 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.11 |  | The Corporations 1998 Stock Option and Restricted Stock Plan (the
1998 Plan) and forms of Reload Option Agreement and Restricted Stock
Agreement under the 1998 Plan, effective March 4, 1998 (incorporated by
reference to Exhibit 10.12 to the Corporations Form 10-Q for the
quarter ended June 30, 1998 (SEC File No. 1-82)), and amended form of
Stock Option Agreement, effective June 22, 1999 (incorporated by
reference to the Corporations Form 10-Q for the quarter ended June 30,
1999 (SEC File No. 1-82)) and amended Form of Restricted Stock Letter
Agreement, effective as of July 8, 2002 (incorporated by reference to
the Corporations Form 10-Q for the quarter ended September 30, 2002
(SEC File No. 1-82)). First Amendment to the 1998 Plan, effective as
of May 4, 2000 (incorporated by reference to Exhibit 10.12 of the
Corporations Form 10-Q for the quarter
|      |  | ended June 30, 2000 (SEC File
No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  | Note: Omitted from filing pursuant to the Instruction to Item 601(b)
(10) are actual Stock Option Agreements between the Corporation and
certain officers under the 1998 Plan, which contain substantially
similar provisions to Exhibit 10.11 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.12 |  | Retirement Agreement, dated March 6, 2002, between the Corporation
and Manuel J. Iraola (incorporated by reference to Exhibit 10.14 of the
Corporations Form 10-Q for the quarter ended March 31, 2002 (SEC File
No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.13 |  | Waiver and Release, effective July 8, 2002, between the
Corporation and Manuel J. Iraola (incorporated by reference to Exhibit
10.15 of the Corporations Form 10-Q for the quarter ended September
30, 2002 (SEC File No. 1-82)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11    |  | Computation of per share earnings (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12    |  | Computation of ratios of total debt to total capitalization (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21    |  | List of Subsidiaries and Investments (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|23    |  | Consent of PricewaterhouseCoopers LLP (previously filed).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|24    |  | Powers of Attorney executed by certain officers and directors who
signed this Annual Report on Form 10-K (previously filed).
Note: Shareholders may obtain copies of Exhibits by making written
request to the Secretary of the Corporation and paying copying costs
of 10 cents per page, plus postage.