Exhibit 10.6


                                                        October 27, 1997




Name
Company
Address
City, State

Dear  :


                           Change of Control Agreement

         Phelps Dodge Corporation (the "Corporation")  considers the maintenance
of a sound and vital  management to be essential to protecting and enhancing the
best  interests  of  the  Corporation  and  its  shareholders.  The  Corporation
recognizes  that,  as is the case  with many  publicly  held  corporations,  the
continuing  possibility of an unsolicited tender offer or other takeover bid for
the  Corporation  is  unsettling  to you  and  other  senior  executives  of the
Corporation  and its principal  subsidiaries  and may result in the departure or
distraction of management  personnel to the detriment of the Corporation and its
shareholders. The Board of Directors of the Corporation and the Compensation and
Management  Development Committee (the "Committee") of the Board have previously
determined  that  it is in  the  best  interests  of  the  Corporation  and  its
shareholders  for the Corporation to minimize these concerns by entering into an
agreement  (your  "Change of Control  Agreement")  which would  provide you with
severance benefits in the event your employment with the Corporation  terminates
under certain limited circumstances.

         These   arrangements  are  being  made  to  help  assure  a  continuing
dedication  by  you  to  your  duties  to the  Corporation  notwithstanding  the
occurrence of a tender offer or other takeover bid. In particular, the Board and
the Committee  believe it important,  should the Corporation  receive  proposals
from third  parties with  respect to its future,  to enable you,  without  being
influenced by the uncertainties of your own situation,  to assess and advise the
Board whether such proposals  would be in the best interests of the  Corporation
and its  shareholders  and to take such other action regarding such proposals as
the Board might  determine to be  appropriate.  The Board and the Committee also
wish to demonstrate to executives of the Corporation and its  subsidiaries  that
the  Corporation  is concerned with the welfare of its executives and intends to
see that loyal executives are treated fairly.

         In view of the  foregoing,  in order to  induce  you to  remain  in the
employ of the  Corporation or one of its principal  subsidiaries  and in further
consideration of your continued employment with the Corporation, the Corporation
and you agree to a Change of Control Agreement as follows:

         1. Termination Benefits

         In the event your  employment with the Corporation or any subsidiary of
the  Corporation  terminates  by  reason  of  a  "Qualifying   Termination"  (as
"Qualifying  Termination"  is defined below) within two years after a "Change of
Control" of the Corporation  (as "Change of Control" is defined below),  subject
to the "Cap" described in Section 6, you shall receive the following benefits:

                  (a)  Termination  Payments.  The  Corporation  will pay you as
termination  compensation  within  ten  days  after  your  employment  with  the
Corporation  terminates  a lump sum amount  equal to the sum of: (i) three times
the  highest   annual  base  salary  (not   including   any  bonuses  under  the
Corporation's Annual Incentive  Compensation Plan or Long-Term Performance Plan)
paid or payable by the  Corporation or any subsidiary of the  Corporation to you
for the three  calendar  years  ending  with the year your  employment  with the
Corporation  terminates;  plus  (ii)  three  times  the  sum of the  bonuses  or
incentive  compensation  actually paid or payable to you under the Corporation's
Annual  Incentive  Compensation  Plan  for  services  performed  during  the two
calendar years preceding the calendar year in which the Change of Control occurs
divided  by  two;  less  (iii)  any  severance,   termination,   or  other  cash
compensation  payable to you under your Severance Agreement with the Corporation
or  pursuant  to  any  severance  policy,  plan,  or  program  sponsored  by the
Corporation or any subsidiary of the Corporation.

         For purposes of calculating your incentive  compensation  payment under
clause (ii) of the preceding paragraph, any bonus or incentive compensation will
be  allocated  to the  calendar  year for  which it is  earned  rather  than the
calendar year in which it is paid.  In addition,  the total bonuses or incentive
compensation  paid or  payable  to you for  services  performed  during  the two
calendar  years  preceding  the  calendar  year of the Change of Control will be
divided  by two  even  if you  were  not  employed  by  the  Corporation  or any
subsidiary of the Corporation, or were not eligible to participate in the Annual
Incentive Compensation Plan, during one of those years.

         If the  Annual  Incentive  Compensation  Plan is  replaced  by  another
incentive compensation or bonus program, the amounts actually paid or payable to
you  under  the  replacement  program  will be used for  purposes  of the  first
sentence of this paragraph (a).

                  (b) Benefits Continuation.  You will continue to receive life,
disability,   accident   and  group   health  and  dental   insurance   benefits
substantially  similar to those which you were  receiving  immediately  prior to
your termination of employment until the earlier of (i) the end of the period of
36 months  following your termination of employment or (ii) the day on which you
become eligible to receive any health care benefits under any plan or program of
any other employer.  The 36 month period  referred to in the preceding  sentence
shall be reduced by the number of months,  if any, for which you are entitled to
receive continued  benefits under your Severance  Agreement with the Corporation
or  pursuant  to  any  severance  policy,  plan,  or  program  sponsored  by the
Corporation or any subsidiary of the Corporation. The benefits provided pursuant
to this Section shall be provided on substantially the same terms and conditions
as they were provided prior to the Change of Control,  except that the full cost
of such  benefits  shall be paid by the  Corporation.  If you later  retire  and
become entitled to retiree coverage, the retiree coverage in effect prior to the
Change of Control will replace the active  employee  coverage in effect prior to
the  Change  of  Control,  but the  Corporation  will  bear the full cost of the
retiree  coverage  during  the  period  mentioned  above.  Your right to receive
continued  coverage  under the  Corporation's  group  health  plans  pursuant to
Section 601 et seq. of the Employee  Retirement  Income Security Act of 1974, as
it may be amended or replaced from time to time,  shall  commence  following the
expiration of your right to receive continued benefits under this Agreement.  As
noted above,  your right to receive all forms of benefits  under this Section is
terminated  as soon as you become  eligible to receive any health care  benefits
from any other employer.

         2. Other Benefits; Loans

                  (a) Incentive Compensation Plan. Generally, your participation
in the Corporation's  Annual Incentive  Compensation Plan, and any right you may
have to receive a bonus  thereunder for the year in which your  employment  with
the  Corporation  or any subsidiary of the  Corporation  terminates or any prior
year (in  addition  to any amount  you  receive  based on your prior  bonuses or
incentive  compensation  pursuant to Section 1(a) shall be governed by the terms
of that Plan. If you were a participant in the  Corporation's  Annual  Incentive
Compensation  Plan at any time  during  the  calendar  year in which a Change in
Control  occurs,  however,  you  will  receive  at least a pro  rated  incentive
compensation  payment for the year in which the Change of Control  occurs.  Your
pro rated incentive  compensation  payment will be calculated in two steps.  The
first step will be to calculate the incentive compensation to which you would be
entitled under the Annual Incentive  Compensation Plan,  calculated on the basis
of the following assumptions: (i) the annual performance period ends on the date
of the Change of Control;  (ii) the financial  performance of the Corporation or
any of its subsidiaries for the relevant performance period will be equal to the
financial  performance  measured  as of the  date  of  the  Change  of  Control,
annualized; and (iii) you satisfy all individual subjective performance goals or
measures  set  for you  under  the  Annual  Incentive  Compensation  Plan at the
"target"  performance  level.  The second  step will be to  multiply  the amount
determined  pursuant to the first step by a fraction,  the numerator of which is
the number of days that have  elapsed in the  calendar  year prior to the day of
the Change of Control and the denominator of which is 365.

                  (b) Retirement and Savings Plans. Any participation by you in,
and any  terminating  distributions  and vested rights  under,  the Phelps Dodge
Retirement  Plan, the Phelps Dodge Savings and Deferred  Profit Sharing Plan for
Salaried  Employees,  or any other  retirement or savings plan  sponsored by the
Corporation,  regardless  of  whether  such plan  qualifies  for  favorable  tax
treatment, shall be governed by the terms of those respective plans.

                  (c) Loans. Any indebtedness  owed by you to the Corporation or
any  subsidiary of the  Corporation on account of advances or loans shall become
due and payable and may be deducted from the payment referred to in Section 1.

         3. Confidentiality

         In the event your  employment with the Corporation or any subsidiary of
the Corporation  terminates under the circumstances  specified in Section 1, you
shall retain in confidence any confidential  information known to you concerning
the  Corporation  and its  subsidiaries  and  their  businesses  so long as such
information is not publicly disclosed.

         4. Change of Control Defined

                  For purposes of this Agreement, a "Change of Control" shall be
deemed to have taken place at the time:

                  (a) when any "person" or "group" of persons (as such terms are
used in Section 13 of the Securities  Exchange Act of 1934, as amended from time
to time (the  "Exchange  Act")),  other  than the  Corporation  or any  employee
benefit plan sponsored by the  Corporation,  becomes the "beneficial  owner" (as
such term is used in Section 13 of the Exchange Act) of 25% or more of the total
number of the Corporation's common shares at the time outstanding; or

                  (b)  of  the  approval  by  the  vote  of  the   Corporation's
stockholders holding at least 50% (or such greater percentage as may be required
by the Certificate of  Incorporation or By-Laws of the Corporation or by law) of
the  voting  stock of the  Corporation  of any  merger,  consolidation,  sale of
assets,  liquidation or reorganization in which the Corporation will not survive
as a publicly owned corporation; or

                  (c) when the  individuals  who, at the beginning of any period
of two years or less,  constituted  the Board of  Directors  of the  Corporation
cease,  for any reason,  to constitute at least a majority  thereof,  unless the
election or  nomination  for  election of each new  director was approved by the
vote of at least  two-thirds  of the  directors  then  still in office  who were
directors at the beginning of such period.

         5. Qualifying Termination Defined

                  (a) Qualifying  Termination.  For purposes of this  Agreement,
the term  "Qualifying  Termination"  means a termination of your employment with
the Corporation or any subsidiary of the Corporation (under  circumstances where
you are no longer  employed by the  Corporation or any such  subsidiary) for any
reason other than

                           (i) death,

                           (ii) Disability,

                           (iii) Cause,

                           (iv)  retirement  at or after your Normal  Retirement
                           Date, or

                           (v) by you for Good Reason.

                  (b) Cause. "Cause" means willful misconduct in the performance
of your  duties as an  employee  which  results in a material  detriment  to the
Corporation, and it subsidiaries, taken as a whole.

                  (c)  Disability.  For  purposes  of this  Agreement,  the term
"Disability"  shall  have the  meaning  given to that term in the  Phelps  Dodge
Retirement Plan.

                  (d) Good  Reason.  For  purposes of this  Agreement,  the term
"Good  Reason"  means  that  you  have   terminated  your  employment  with  the
Corporation and all  subsidiaries of the Corporation  under any of the following
circumstances:

                           (i)  such  termination  occurs  more  than  180  days
                           following  the time  when a Change of  Control  takes
                           place  and  such  Change  of  Control  has  not  been
                           approved  by a  resolution  adopted  by the  Board of
                           Directors   of   the   Corporation   as   constituted
                           immediately prior to such Change of Control; or

                           (ii) you terminate your  employment on account of one
                           or more of the  following  events  (and  you have not
                           agreed to such event in writing):

                                    (x)  the  assignment  to you  of any  duties
                                    inconsistent, in a way materially adverse to
                                    you,    with   your    positions,    duties,
                                    responsibilities   and   status   with   the
                                    Corporation and its subsidiaries immediately
                                    prior to a Change of Control,  or a material
                                    reduction in the duties and responsibilities
                                    you held immediately prior to such Change of
                                    Control;  or  a  change  in  your  reporting
                                    responsibilities,  titles or  offices  as in
                                    effect  immediately  prior to such Change of
                                    Control  or any  removal  of you from or any
                                    failure to re-elect you to any position with
                                    the  Corporation or any subsidiary  that you
                                    held  immediately  prior to such  Change  of
                                    Control  except  in  connection   with  your
                                    promotion   or  the   termination   of  your
                                    employment   due   to   death,   Disability,
                                    retirement   on   or   after   your   Normal
                                    Retirement Date, or Cause; or

                                    (y) a reduction  by the  Corporation  or any
                                    subsidiary of the  Corporation  in your base
                                    salary  as in  effect  immediately  prior to
                                    such Change of  Control;  the failure by the
                                    Corporation   or  any  such   subsidiary  to
                                    continue in effect any employee benefit plan
                                    or  compensation   plan  in  which  you  are
                                    participating   immediately  prior  to  such
                                    Change of Control  unless you are  permitted
                                    to participate in other plans  providing you
                                    with substantially  comparable benefits;  or
                                    the taking of any action by the  Corporation
                                    or any such subsidiary which would adversely
                                    affect your  participation  in or materially
                                    reduce your benefits under any such plan; or

                                    (z)   the    Corporation's   or   any   such
                                    subsidiary's   requiring  you  to  be  based
                                    anywhere    other    than   your    location
                                    immediately  prior to such Change of Control
                                    or  a  location  within  50  miles  of  your
                                    location immediately prior to such Change of
                                    Control;  or the  Corporation's  or any such
                                    subsidiary's  requiring you to travel on the
                                    Corporation's    business   to   an   extent
                                    substantially   more  burdensome  than  your
                                    travel obligations immediately prior to such
                                    Change of Control.

                  (e) Normal  Retirement  Date. For purposes of this  Agreement,
the term  "Normal  Retirement  Date"  means  the date on which you  satisfy  the
requirements  for normal  retirement  benefits under the Phelps Dodge Retirement
Plan.

                  (f) Employment by Successors.  For purposes of this Agreement,
employment by a successor of the  Corporation,  or a successor of any subsidiary
of the Corporation, that has assumed this Agreement pursuant to Section 10 shall
be considered to be employment by the Corporation or one of its subsidiaries. As
a result, if you are employed by such a successor following a Change of Control,
you will not be entitled to receive  the  benefits  provided by Section 1 unless
your employment  with the successor is  subsequently  terminated in a Qualifying
Termination. Solely for purposes of applying the provisions of Section 1 and the
definitions  set  forth in  Section  5, the  successor  shall be  deemed to be a
subsidiary of the Corporation.

         6. Cap on Payments

                  (a) General  Rules.  The  Internal  Revenue  Code (the "Code")
places  significant tax burdens on you and the Corporation if the total payments
made to you due to a Change of Control exceed prescribed limits. For example, if
your "Base Period Income" (as defined below) is $100,000, your limit or "Cap" is
$299,999. If your "Total Payments" exceed the Cap by even $1.00, you are subject
to an excise tax under  Section  4999 of the Code of 20% of all amounts  paid to
you in excess of $100,000. In other words, if your Cap is $299,999, you will not
be subject to an excise tax if you  receive  exactly  $299,999.  If you  receive
$300,000, you will be subject to an excise tax of $40,000 (20% of $200,000).  In
order to avoid this excise tax and the related adverse tax  consequences for the
Corporation,  by signing this Agreement,  you will be agreeing that,  subject to
the exception  noted below,  the present  value of your Total  Payments will not
exceed an amount equal to your Cap.

                  (b) Special  Definitions.  For purposes of this  Section,  the
following specialized terms will have the following meanings:

                           (i) "Base Period Income".  "Base Period Income" is an
amount equal to your "annualized includable  compensation" for the "base period"
as  defined  in  Sections  280G(d)(1)  and (2) of the Code  and the  regulations
adopted thereunder.  Generally, your "annualized includable compensation" is the
average  of your  annual  taxable  income  from the  Corporation  for the  "base
period",  which is the five calendar years prior to the year in which the Change
of Control  occurs.  These concepts are complicated and technical and all of the
rules  set  forth in the  applicable  regulations  apply  for  purposes  of this
Agreement.

                           (ii) "Cap" or "280G  Cap".  "Cap" or "280G Cap" shall
mean an amount  equal to 2.99  times  your  "Base  Period  Income".  This is the
maximum amount which you may receive without  becoming subject to the excise tax
imposed by Section  4999 of the Code or which the  Corporation  may pay  without
loss of deduction under Section 280G of the Code.

                           (iii) "Total Payments".  The "Total Payments" include
any "payments in the nature of compensation"  (as defined in Section 280G of the
Code and the regulations adopted thereunder), made pursuant to this Agreement or
otherwise,  to or for your  benefit,  the  receipt of which is  contingent  on a
Change of Control and to which Section 280G of the Code applies.

                  (c)  Calculating  the Cap. If the  Corporation  believes  that
these rules will result in a reduction of the payments to which you are entitled
under this Agreement, it will so notify you as soon as possible. The Corporation
will then, at its expense,  retain a "Consultant"  (which shall be a law firm, a
certified  public  accounting  firm,  and/or  a  firm  of  recognized  executive
compensation  consultants) to provide an opinion or opinions  concerning whether
your Total Payments  exceed the limit  discussed  above.  The  Corporation  will
select the Consultant.

                  At a minimum,  the opinions  required by this Section must set
forth the amount of your Base  Period  Income,  the  present  value of the Total
Payments and the amount and present value of any excess parachute payments.

                  If the opinions state that there would be an excess  parachute
payment,  your  payments  under  this  Agreement  will be  reduced to the extent
necessary  to  eliminate  the excess.  You will be allowed to choose the payment
that  should be reduced or  eliminated,  but the payment you choose to reduce or
eliminate  must be a payment  determined by such  Consultant to be includable in
Total  Payments.  You will make your  decision  in writing and deliver it to the
Corporation  within 30 days of your receipt of such opinions.  If you fail to so
notify the Corporation, it will decide which payments to reduce or eliminate.

                  If the Consultant selected to provide the opinions referred to
above so requests in connection  with the opinion  required by this  Section,  a
firm  of  recognized   executive   compensation   consultants  selected  by  the
Corporation shall provide an opinion, upon which such Consultant may rely, as to
the  reasonableness  of any item of compensation as reasonable  compensation for
services rendered before or after the Change of Control.

                  If the  Corporation  believes  that your Total  Payments  will
exceed the  limitations of this Section,  it will  nonetheless  make payments to
you, at the times stated  above,  in the maximum  amount that it believes may be
paid without exceeding such limitations.  The balance, if any, will then be paid
after the opinions called for above have been received.

                  If the amount  paid to you by the  Corporation  is  ultimately
determined, pursuant to the opinion referred to above or by the Internal Revenue
Service,  to have exceeded the  limitation  of this Section,  the excess will be
treated as a loan to you by the  Corporation  and shall be repayable on the 90th
day following  demand by the  Corporation,  together with interest at the lowest
"applicable  federal  rate"  provided in Section  1274(d) of the Code.  If it is
ultimately  determined,  pursuant  to the  opinion  referred  to above or by the
Internal Revenue  Service,  that a greater payment should have been made to you,
the  Corporation  shall pay you the  amount  of the  deficiency,  together  with
interest  thereon from the date such amount should have been paid to the date of
such payment,  at the rate set forth above, so that you will have received or be
entitled  to receive  the maximum  amount to which you are  entitled  under this
Agreement.

                  (d) Effect of  Repeal.  In the event  that the  provisions  of
Sections 280G and 4999 of the Code are repealed without succession, this Section
shall be of no further force or effect.

                  (e)  Exception.  The Consultant  selected  pursuant to Section
6(c) will  calculate  your  "Uncapped  Benefit" and your "Capped  Benefit".  The
limitations of Section 6(a) will not apply to you if your Uncapped Benefit is at
least 120% of your Capped Benefit. For this purpose,  your "Uncapped Benefit" is
the amount to which you will be entitled  pursuant to Sections 1(a) and 1(b), as
applicable,  without  regard to the  limitations  of Section 6(a).  Your "Capped
Benefit" is the amount to which you will be entitled  pursuant to Sections  1(a)
and 1(b), as applicable,  after the  application  of the  limitations of Section
6(a).

         7. Tax Gross-Up

                  (a) Gross-Up Payment.  If the Cap imposed by Section 6(a) does
not  apply to you  because  of the  exception  provided  by  Section  6(e),  the
Corporation  will  provide  you with a  "Gross-Up  Payment"  if an excise tax is
imposed on you pursuant to Section 4999 of the Code.  Except as otherwise  noted
below,  this  Gross-Up  Payment  will consist of a single lump sum payment in an
amount such that after payment by you of the "total  presumed  federal and state
taxes" and the excise taxes  imposed by Section 4999 of the Code on the Gross-Up
Payment (and any interest or penalties actually  imposed),  you retain an amount
of the Gross-Up  Payment equal to the remaining  excise taxes imposed by Section
4999  of the  Code  on your  Total  Payments  (calculated  before  the  Gross-Up
Payment). For purposes of calculating your Gross-Up Payment, your actual federal
and  state  income  taxes  will not be used.  Instead,  we will use your  "total
presumed  federal and state taxes." For purposes of this Agreement,  your "total
presumed  federal and state  taxes"  shall be  conclusively  calculated  using a
combined  tax  rate  equal  to the  sum  of the  maximum  marginal  federal  and
applicable  state income tax rates and the hospital  insurance (or "HI") portion
of F.I.C.A.  Based on the rates in effect for 1996 for an Arizona resident,  the
"total presumed  federal and state tax rate" is 46.65% (39.6% federal income tax
rate plus 5.6% Arizona state income tax rate plus 1.45% HI tax rate).  The state
tax rate for your  principal  place of residence will be used and no adjustments
will be made  for the  deduction  of  state  taxes on the  federal  return,  any
deduction of federal taxes on a state return, the loss of itemized deductions or
exemptions, or for any other purpose.

                  (b)  Calculations.  All  determinations  concerning  whether a
Gross-Up  Payment is required  pursuant to  paragraph  (a) and the amount of any
Gross-Up  Payment  (as  well  as any  assumptions  to be  used  in  making  such
determinations)  shall be made by the  Consultant  selected  pursuant to Section
6(c). The Consultant shall provide you and the Corporation with a written notice
of the amount of the excise taxes that you are required to pay and the amount of
the Gross-Up Payment. The notice from the Consultant shall include any necessary
calculations  in  support  of its  conclusions.  All  fees and  expenses  of the
Consultant shall be borne by the Corporation. Any Gross-Up Payment shall be made
by the Corporation within fifteen days after the mailing of such notice.

         As a general rule, the Consultant's  determination  shall be binding on
you and the  Corporation.  The  application  of the  excise tax rules of Section
4999,  however,  is complex and uncertain and, as a result, the Internal Revenue
Service may disagree with the Consultant  concerning the amount,  if any, of the
excise  taxes that are due. If the  Internal  Revenue  Service  determines  that
excise  taxes are due,  or that the amount of the  excise  taxes that are due is
greater than the amount determined by the Consultant,  the Gross-Up Payment will
be  recalculated  by the  Consultant to reflect the actual excise taxes that you
are required to pay (and any related  interest and  penalties).  Any  deficiency
will then be paid to you by the  Corporation  within fifteen days of the receipt
of the revised calculations from the Consultant. If the Internal Revenue Service
determines that the amount of excise taxes that you paid exceeds the amount due,
you shall return the excess to the Corporation  (along with any interest paid to
you on the  overpayment)  immediately  upon receipt  from the  Internal  Revenue
Service or other taxing authority.

         The   Corporation   has  the  right  to   challenge   any   excise  tax
determinations  made by the Internal Revenue Service.  If the Corporation agrees
to indemnify you from any taxes, interest and penalties that may be imposed upon
you (including any taxes, interest and penalties on the amounts paid pursuant to
the Corporation's  indemnification agreement), you must cooperate fully with the
Corporation in connection  with any such challenge.  The Corporation  shall bear
all  costs  associated  with  the  challenge  of any  determination  made by the
Internal Revenue Service and the Corporation  shall control all such challenges.
The additional Gross-Up Payments called for by the preceding paragraph shall not
be made until the  Corporation  has  either  exhausted  its (or your)  rights to
challenge the  determination  or indicated  that it intends to concede or settle
the excise tax determination.

         You  must   notify  the   Corporation   in  writing  of  any  claim  or
determination by the Internal  Revenue Service that, if upheld,  would result in
the  payment of excise  taxes in  amounts  different  from the amount  initially
specified by the Consultant.  Such notice shall be given as soon as possible but
in no event later than 15 days  following your receipt of notice of the Internal
Revenue Service's position.

                  (c) Discretionary  Gross-Ups. The Corporation also may provide
you with a tax gross-up covering income and/or excise taxes in other situations,
but the  Corporation  is not obligated to do so and may only do so pursuant to a
resolution duly adopted by the Board of Directors or the Committee.  The payment
of a tax gross-up to any other  executive or employee of the  Corporation  shall
not  entitle  you to receive a tax  gross-up.  Similarly,  the  payment of a tax
gross-up to you in certain  circumstances or with respect to certain payments or
benefits shall not entitle you to a tax gross-up in other  circumstances or with
respect to other payments or benefits.

         8. Term of Agreement

         This  Agreement is effective  immediately  and will  continue in effect
until the later of (a) December 31, 2002 or (b) two years  following a Change of
Control that occurs prior to December 31, 2002.

         9. Termination Notice and Procedure.

         Any  termination of your  employment by the Corporation or you shall be
communicated  by  written  notice of  termination,  all in  accordance  with the
following procedures:

                  (a) The notice of  termination  shall  indicate  the  specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  alleged to provide a basis for
termination.

                  (b) If the  Corporation  notifies you of your  termination for
Cause  and you in good  faith  notify  the  Corporation  that a  dispute  exists
concerning such  termination  within the 15 day period following your receipt of
such notice,  you may elect to continue your employment during such dispute.  If
it is thereafter determined that Cause did exist, your termination date shall be
the earlier of (i) the date on which the dispute is finally  determined,  either
by mutual  written  agreement  of the  parties or  pursuant  to the  arbitration
provisions  set out below or (ii) the date of your  death.  If it is  determined
that Cause did not exist,  your employment  shall continue as if the Corporation
had not delivered its notice of termination.

                  (c) If the  Corporation  notifies you of your  termination  by
reason of Disability and you in good faith notify the Corporation that a dispute
exists  concerning  such  termination  within the 15-day period  following  your
receipt of such notice,  you also may elect to continue your  employment  during
such dispute.  The dispute  relating to the  existence of a Disability  shall be
resolved by the opinion of the licensed  physician  selected by the Corporation;
provided,  however,  that  if you do not  accept  the  opinion  of the  licensed
physician  selected by the  Corporation,  the  dispute  shall be resolved by the
opinion of a licensed  physician who shall be selected by you; provided further,
however,  that if the  Corporation  does not accept the opinion of the  licensed
physician  selected by you, the dispute shall be finally resolved by the opinion
of a licensed  physician  selected by the  licensed  physicians  selected by the
Corporation  and  you,  respectively.  If it is  thereafter  determined  that  a
Disability did exist, your termination date shall be the earlier of (i) the date
on which  the  dispute  is  resolved  or (ii) the date of your  death.  If it is
determined that a Disability did not exist, your employment shall continue as if
the Corporation had not delivered its notice of termination.

                  (d) If you in  good  faith  notify  the  Corporation  of  your
termination  for Good  Reason and the  Corporation  notifies  you that a dispute
exists  concerning  the  termination  within  the 15 day  period  following  the
Corporation's  receipt of such notice, you may elect to continue your employment
during such dispute. If it is thereafter  determined that Good Reason did exist,
your  termination date shall be the earlier of (i) the date on which the dispute
is finally  determined,  either by mutual  written  agreement  of the parties or
pursuant  to the  arbitration  provisions  set out below,  (ii) the date of your
death, or (iii) one day prior to the second  anniversary of a Change of Control,
and your payments  hereunder shall reflect events  occurring after you delivered
notice of termination.  If it is determined that Good Reason did not exist, your
employment  shall continue after such  determination as if you had not delivered
the notice of termination asserting Good Reason.

                  (e) If  you  do  not  elect  to  continue  employment  pending
resolution  of a dispute  regarding a notice of  termination,  and it is finally
determined  that  the  reason  for  termination  set  forth  in such  notice  of
termination  did not exist,  if such notice was  delivered  by you, you shall be
deemed to have voluntarily terminated your employment other than for Good Reason
and if  delivered by the  Corporation,  the  Corporation  will be deemed to have
terminated you other than by reason of your death, Disability,  retirement on or
after your Normal Retirement Date or Cause.

                  (f) For  purposes  of this  Agreement,  a  transfer  from  the
Corporation  to one of its  subsidiaries  or a transfer from a subsidiary to the
Corporation  or another  subsidiary  shall not be treated  as a  termination  of
employment.

                  (g) If you  elect to  continue  your  employment  pending  the
resolution of a dispute pursuant to Sections 9(b), (c), or (d), the Corporation,
in its  discretion,  may  place  you on a paid  administrative  leave  until the
dispute is resolved.

         10. Assumption by Successors

         The Corporation will require any successor (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the business  and/or assets of the  Corporation  or any of its  subsidiaries  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent that the  Corporation  or any  subsidiary  would be required to
perform it if no such succession had taken place.  Failure of the Corporation to
obtain such  assumption  and agreement  prior to the  effectiveness  of any such
succession  shall  be a  breach  of this  Agreement  and  shall  entitle  you to
compensation  in the same  amount  and on the same  terms to which  you would be
entitled  hereunder if you terminate your employment for Good Reason following a
Change of Control,  except that for purposes of implementing the foregoing,  the
date on which  any such  succession  becomes  effective  shall  be  deemed  your
termination date.

         11. Miscellaneous

                  (a) Arbitration;  Related Expenses. Any dispute or controversy
arising under or in connection with this Agreement shall be settled  exclusively
by  arbitration  held in accordance  with the rules of the American  Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction.  The Corporation shall pay on a current basis all
legal expenses  (including  attorney's  fees) incurred by you in connection with
such arbitration and the entering of such award if you prevail, or substantially
prevail, in such proceeding.

                  (b) Replacement of Earlier Agreement.  This Agreement replaces
and  supersedes  the  agreement  previously  entered  into  between  you and the
Corporation regarding the payment of compensation or benefits following a Change
of Control,  which  earlier  agreement  was scheduled to expire later this year.
This Agreement  does not replace or supersede your Severance  Agreement with the
Corporation  or any  provision in any stock option or  restricted  stock plan or
agreement or any plan or program to provide retirement or savings benefits.

                  (c) Employment at Will. This Agreement shall neither  obligate
the  Corporation  or any  subsidiary of the  Corporation  to continue you in its
employ (or to employ you in any  particular  office or to perform any  specified
responsibility) nor obligate you to continue in the employ of the Corporation or
any subsidiary of the Corporation.

                  (d) Successors. This Agreement shall be binding upon and inure
to the benefit of you, your estate and the  Corporation and any successor of the
Corporation,  but neither this Agreement nor any rights arising hereunder may be
assigned or pledged by you.

                  (e)  Governing  Law. This  agreement  shall be governed by the
laws of the State of New York.

                  (f)  Severability.  If any  provision  of  this  Agreement  as
applied to either party or to any circumstances  shall be adjudged by a court of
competent  jurisdiction  to be void or  unenforceable,  the same shall in no way
affect any other  provision of this Agreement or the validity or  enforceability
of this Agreement.

                  (g)  Amendment  or Waiver.  Except as  otherwise  provided  in
Section 11(j) of this Agreement, no provision of this Agreement may be modified,
waived or discharged unless such modification,  waiver or discharge is agreed to
in a writing signed by you and such officer as may be designated by the Board of
Directors of the Corporation or a duly authorized  Committee thereof.  No waiver
by either  party  hereto at any time of any breach by the other party  hereto of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of any other condition or provision at any time.

                  (h) No Duty to Mitigate.  For  purposes of receiving  payments
under  this  Agreement,  you are not  under  any duty to  mitigate  the  damages
resulting from your termination of employment. As a result, you will receive the
payments and other benefits provided by this Agreement regardless of whether you
search for or obtain  other work.  As provided in Section  1(b),  however,  your
right to receive  continued  life,  disability,  accident  and group  health and
dental  insurance  benefits will terminate if you become eligible to receive any
health care benefits under any other plan or program of any subsequent employer.

                  (i)  Funding.  The  Corporation  shall  establish  a trust  to
provide for the funding of the Corporation's  obligations under this and similar
agreements  with other  executives.  The trustee of the trust shall be chosen by
the Corporation or any individual or committee to whom the Corporation delegates
that  responsibility,  but the trustee must be a national or state bank or trust
company.  Prior to the day on which a Change of Control occurs,  the Corporation
shall transfer to the trustee of the trust an amount equal to the  Corporation's
total  potential  liability to you pursuant to Sections  1(a),  2(a) and 7. Such
amount shall be determined  by the  Corporation  acting in good faith.  If it is
discovered at any time that the amount  initially  transferred  is less than the
total  amount  called for by the  preceding  sentence,  the  shortfall  shall be
transferred to the trustee  immediately upon the discovery of such error.  Under
the terms of the trust,  the trustee shall be obligated to pay to you the amount
to which you are entitled  pursuant to Sections  1(a),  2(a), 7 and 11(a) unless
such amounts are paid in a timely manner by the  Corporation or its  successors.
The other terms and provisions of the trust agreement shall be determined by the
Corporation and the trustee.

                  (j) Effect of Change of Law. If at any time during the term of
this  Agreement any federal or state law or regulation is adopted or modified in
any way that will increase the cost of this  Agreement to the  Corporation,  the
Corporation  reserves  the right to  unilaterally  modify any  provision  of the
Agreement  in any  manner  which  it deems  appropriate  to  eliminate  the cost
increase  to the  Corporation,  including  but not  limited to  eliminating  the
offending provision or provisions in their entirety.

         If you are in  agreement  with the  foregoing,  please so  indicate  by
signing and  returning  to the  Corporation  the  enclosed  copy of this letter,
whereupon this letter shall constitute a binding  agreement  between you and the
Corporation.

                                                     Very truly yours,

                                                     PHELPS DODGE CORPORATION


                                                     By_________________________
                                                             Vice President

Agreed_________________________

                                                     Date_______________________