Exhibit 10.10


                            PHELPS DODGE CORPORATION

                            SUPPLEMENTAL SAVINGS PLAN


                            SUPPLEMENTAL SAVINGS PLAN
                                TABLE OF CONTENTS


ARTICLE I - PREAMBLE

ARTICLE II - DEFINITIONS

2.1      DEFINITIONS
2.2      CONSTRUCTION

ARTICLE III - ELIGIBILITY

3.1      SELECTION OF PARTICIPANTS
3.2      PARTICIPATION ELECTIONS
3.3      REVISED ELECTIONS
3.4      DISCONTINUANCE OF PARTICIPATION
3.5      ADOPTION BY AFFILIATES
3.6      CHANGE IN AFFILIATE STATUS
3.7      SPECIAL ARRANGEMENTS

ARTICLE IV - CONTRIBUTIONS

4.1      PARTICIPANT CONTRIBUTIONS
4.2      MATCHING CONTRIBUTIONS
4.3      PROFIT SHARING CONTRIBUTIONS

ARTICLE V - IN-SERVICE DISTRIBUTIONS AND WITHDRAWALS

5.1      SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS
5.2      HARDSHIP
5.3      ACCELERATION OF BENEFITS
5.4      LIMITATION ON DISTRIBUTIONS

ARTICLE VI - CREDITING OF CONTRIBUTIONS AND EARNINGS

6.1      TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS
6.2      INVESTMENT EARNINGS OR LOSSES
6.3      INVESTMENT DIRECTION
6.4      FORFEITURES

ARTICLE VII - VESTING

7.1      VESTING

ARTICLE VIII - PAYMENT OF BENEFITS

8.1      TIME OF PAYMENT
8.2      METHOD OF PAYMENT
8.3      BENEFICIARY DESIGNATIONS
8.4      LIMITATION ON DISTRIBUTIONS

ARTICLE IX - ADMINISTRATION OF THE PLAN

9.1      ADOPTION OF TRUST
9.2      POWERS OF THE PLAN ADMINISTRATOR
9.3      CREATION OF COMMITTEE
9.4      CHAIRMAN AND SECRETARY
9.5      APPOINTMENT OF AGENTS
9.6      MAJORITY VOTE AND EXECUTION OF INSTRUMENTS
9.7      ALLOCATION OF RESPONSIBILITIES
9.8      CONFLICT OF INTEREST
9.9      ACTION TAKEN BY COMPANY
9.10     DELEGATIONS OF AUTHORITY
9.11     INDEMNIFICATION

ARTICLE X - CLAIMS REVIEW PROCEDURE

10.1     CLAIMS
10.2     APPEALS

ARTICLE XI - LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY 
INCOMPETENT DISTRIBUTEE; CORRECTIONS

11.1     ANTI-ALIENATION CLAUSE
11.2     PERMITTED ARRANGEMENTS
11.3     PAYMENT TO MINOR OR INCOMPETENT
11.4     UNDERPAYMENT OR OVERPAYMENT OF BENEFITS

ARTICLE XII - AMENDMENT, MERGER AND TERMINATION

12.1     AMENDMENT
12.2     MERGER OR CONSOLIDATION OF COMPANY
12.3     TERMINATION OF PLAN OR DISCONTINUANCE OF
         CONTRIBUTIONS

ARTICLE XIII - GENERAL PROVISIONS

13.1     LIMITATION ON PARTICIPANTS' RIGHTS
13.2     STATUS OF PARTICIPANTS AS UNSECURED CREDITORS
13.3     CANCELLATION OR REDUCTION OF ACCOUNTS  
13.4     EXCEPTION TO CONTRIBUTION RULE
13.5     STATUS OF TRUST FUND
13.6     FUNDING UPON A CHANGE OF CONTROL
13.7     UNIFORM ADMINISTRATION
13.8     HEIRS AND SUCCESSORS
13.9     NO LIABILITY FOR ACCELERATION OF PAYMENTS



                            PHELPS DODGE CORPORATION

                            SUPPLEMENTAL SAVINGS PLAN

                                    ARTICLE I

                                    PREAMBLE

           Phelps Dodge Corporation (the "Company"), a corporation organized and
existing  under  the  laws of the  State of New  York,  previously  adopted  the
Comprehensive Executive Nonqualified Retirement and Savings Plan of Phelps Dodge
Corporation  (the  "Comprehensive  Plan").  The  Comprehensive  Plan  consisted,
primarily,  of supplemental  executive  retirement  provisions and  supplemental
savings provisions.  The Company has now decided to split the Comprehensive Plan
into two separate plans and to replace the  supplemental  savings  provisions of
the Comprehensive  Plan with the Phelps Dodge Corporation  Supplemental  Savings
Plan (the "Plan"),  the terms and provisions of which are set forth in this Plan
document.

           Except as otherwise noted with respect to a particular provision, the
Plan is  effective as of January 1, 1997 (the  "Effective  Date") and, as of the
Effective  Date,  constitutes an amendment and  restatement of the  supplemental
savings provisions of the Comprehensive Plan. All amounts previously deferred by
Participants or contributed by the Company or any other employer pursuant to the
supplemental  savings  provisions  of the  Comprehensive  Plan,  as  well as any
amounts  credited  or  charged  to a  Participant's  accounts  pursuant  to  the
supplemental  savings provisions of the Comprehensive Plan, shall be governed by
the terms and provisions of this Plan document.

           The purpose of this Plan is to provide a select  group of  management
or highly  compensated  employees  of the Company and certain of its  affiliates
with the  opportunity  to defer a portion of their  compensation  and to receive
related  contributions  from  their  employers.  As a result,  the Plan shall be
considered to be a "top hat plan",  exempt from many of the  requirements of the
Employee  Retirement  Income  Security Act of 1974  ("ERISA").  This Plan is not
intended to "qualify" for favorable tax treatment  pursuant to Section 401(a) of
the  Internal  Revenue  Code of 1986 (the  "Code") or any  successor  section or
statute.


                                   ARTICLE II

                                   DEFINITIONS

2.1        DEFINITIONS.

           When a word or phrase  appears in this Plan with the  initial  letter
capitalized,  and the word or  phrase  does not  begin a  sentence,  the word or
phrase shall generally be a term defined in this Section 2.1 or in the Preamble.
The  following  words  and  phrases  used in the Plan  with the  initial  letter
capitalized  shall have the meanings  set forth in this  Section  2.1,  unless a
clearly different meaning is required by the context in which the word or phrase
is used:

           (a)  "Account"  or  "Accounts"   means  the  accounts  which  may  be
maintained  by the Plan  Administrator  to reflect the interest of a Participant
under the Plan.

           (b) "Affiliate" means (1) a corporation which is a member of the same
controlled  group of  corporations  (within the meaning of Section 414(b) of the
Code) as is the  Company,  (2) any  other  trade  or  business  (whether  or not
incorporated)  controlling,  controlled  by, or under  common  control  with the
Company  (within the meaning of Section  414(c) of the Code),  and (3) any other
corporation,  partnership,  or  other  organization  which  is a  member  of  an
affiliated service group (within the meaning of Section 414(m) of the Code) with
the Company or which is  otherwise  required to be  aggregated  with the Company
pursuant to Section 414(o) of the Code.

           (c) "AICP" means the Phelps Dodge Annual Incentive Compensation Plan,
as in effect and amended from time to time.

           (d) "Base Salary" means the total regular  salary paid by an Employer
to a  Participant  during the Plan Year.  "Base  Salary"  excludes  commissions,
bonuses,  overtime,  living or other  allowances,  contributions  by an Employer
under this Plan or any other  employee  benefit plan of the Employer  (excluding
employee salary  deferrals under this Plan or the Savings Plan), or other extra,
incentive, premium, contingent, supplemental, or additional compensation, all as
determined  and  defined  by  the  Plan  Administrator  in the  exercise  of its
discretion.  For purposes of Sections 4.2 and 4.3,  only the Base Salary paid to
the Participant  during the portion of the Plan Year in which the Participant is
an "eligible Participant" pursuant to Section 4.2 or Section 4.3, as applicable,
will be considered.

           (e)  "Beneficiary"  means the person or trust that a Participant,  in
his most recent written  designation  filed with the Plan  Administrator,  shall
have  designated  to  receive  his  Accounts  under the Plan in the event of his
death.

           (f) "Board of Directors" means the Board of Directors of the Company.

           (g)  "Change of  Control"  For  purposes  of this Plan,  a "Change of
Control"  shall be deemed to have taken place at the time: (1) 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 Company or any employee benefit plan sponsored by the Company,  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  Company's  common  shares at the time
outstanding;  (2) of the  approval  by the  vote of the  Company's  stockholders
holding  at least 50% (or such  greater  percentage  as may be  required  by the
Certificate of  Incorporation or By-Laws of the Company or by law) of the voting
stock of the Company of any merger,  consolidation,  sale of assets, liquidation
or  reorganization  in which the Company  will not  survive as a publicly  owned
company;  or (3) when the individuals who, at the beginning of any period of two
years or less,  constituted the Board of Directors of the Company 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.

           (h)  "Compensation"  means the sum of a Participant's Base Salary and
Incentive Compensation.

           (i) "Deferral  Contributions"  means the Regular and Special  Purpose
Deferral Contributions made by a Participant pursuant to Section 4.1.

           (j) "Deferral  Contributions Account" means the Account maintained to
record the Deferral Contributions made by a Participant pursuant to Section 4.1.
The Deferral  Contributions Account shall be divided into as many subaccounts as
the Plan  Administrator  deems  necessary to  distinguish  between the different
types  of  Deferral  Contributions  and  the  dates  on  which  they  are  to be
distributed.

           (k)  "Disability"  For purposes of this Plan, a Participant  shall be
conclusively presumed to be under Disability only during the period of time that
the Participant qualifies to receive, without considering any offsets, long term
disability payments under his Employer's Long Term Disability Insurance Plan.

           (l)  "Distribution  Date"  means  the date or dates  selected  by the
Participant  and agreed to by the Plan  Administrator  on the form prescribed by
the Plan  Administrator as the date or dates on which the Participant's  Special
Purpose Deferral Contributions are to be distributed to the Participant.

           (m) "Employee"  means any individual  classified by his Employer as a
common law employee of the Employer.  For this purpose,  the classification that
is  relevant is the  classification  in which such  individual  is placed by the
Employer for purposes of this Plan and the classification of such individual for
any other  purpose  (e.g.,  employment  tax or  withholding  purposes)  shall be
irrelevant.  If an individual is  characterized  as a common law employee of the
Employer  by a  governmental  agency  or  court  but not by the  Employer,  such
individual  shall be  treated as an  employee  who has not been  designated  for
participation in this Plan.

           (n)  "Employer"  means the Company and any Affiliate that has adopted
this Plan pursuant to Section 3.5.

           (o)  "Employer  Contributions  Accounts"  means  the  Profit  Sharing
Contributions  Account and the Matching  Contributions  Account maintained for a
Participant.

           (p)  "Incentive   Compensation"  means  the  amount  awarded  to  any
Participant in any year under the AICP.

           (q) "Investment  Fund" means the investment fund or funds established
by the Plan Administrator pursuant to Section 6.3.

           (r)  "Matching  Contributions"  means  the  contributions  made by an
Employer on behalf of a Participant or all Participants pursuant to Section 4.2.

           (s) "Matching  Contributions Account" means the Account maintained to
record  the  Matching   Contributions,   if  any,  made  by  the  Company  on  a
Participant's behalf pursuant to Section 4.2.

           (t)  "Participant"  means any  Employee  selected  for  participation
pursuant to Section 3.1. Depending on the context, the term Participant also may
refer to a current or former Employee who no longer is making  contributions  to
the Plan but who has not received a  distribution  of all amounts to which he is
entitled.

           (u)  "Plan  Administrator"  means  the  committee  designated  by the
Company to carry out its responsibilities under the Plan as set forth in Section
9.3.

           (v) "Plan Year" means the 12 month period beginning on each January 1
and ending on the next following December 31.

           (w) "Profit Sharing Contributions" means the contributions made by an
Employer on behalf of a Participant pursuant to Section 4.3.

           (x)  "Profit  Sharing   Contributions   Account"  means  the  Account
maintained  to  record  the  Profit  Sharing  Contributions  made on behalf of a
Participant pursuant to Section 4.3.

           (y) "Regular  Deferral  Contribution"  means a Deferral  Contribution
that  may  only  be  distributed   following  a  Participant's   termination  of
employment.

           (z) "Savings Plan" means the Phelps Dodge  Employee  Savings Plan, as
in effect and amended from time to time.

           (aa)  "Special  Purpose  Deferral   Contribution"  means  a  Deferral
Contribution that will become  distributable upon a Distribution Date designated
by the Participant on the form prescribed by the Plan Administrator.

           (bb) "Trust Agreement" means that certain trust agreement established
pursuant to the Plan between the Company and the Trustee or any trust  agreement
hereafter  established,  the  provisions  of which  are  incorporated  herein by
reference.

           (cc) "Trustee" means the Trustee under the Trust Agreement.

           (dd) "Trust Fund" means all assets of whatsoever  kind or nature held
from  time to time by the  Trustee  pursuant  to the  Trust  Agreement,  without
distinction  as to income and  principal  and without  regard to source,  (i.e.,
Employer or Participant contributions, earnings or forfeitures).

           (ee)  "Valuation  Date"  means  each day on which the New York  Stock
Exchange is open for trading.

2.2        CONSTRUCTION.

           The masculine gender,  where appearing in the Plan, shall include the
feminine  gender (and vice versa),  and the singular  shall  include the plural,
unless the context clearly  indicates to the contrary.  Headings and subheadings
are for the  purpose  of  reference  only  and are not to be  considered  in the
construction of this Plan. If any provision of this Plan is determined to be for
any reason invalid or unenforceable,  the remaining provisions shall continue in
full force and effect. All of the provisions of this Plan shall be construed and
enforced in accordance with the laws of the State of Arizona.

                                   ARTICLE III

                                   ELIGIBILITY

3.1        SELECTION OF PARTICIPANTS.

           (a) GENERAL  RULE.  Any  Employee who was  participating  in the Plan
prior to the Effective  Date shall continue to be eligible to participate in the
Plan for the 1997 Plan Year.  Effective as of January 1, 1998,  an Employee must
be in AICP  Grade 4 or above to  participate  in the Plan.  If an  Employee  who
participated  in the Plan prior to  January  1, 1998 is in an AICP  Grade  below
Grade 4 or is not eligible to participate in the AICP, the Employee may continue
to participate after January 1, 1998, unless the Plan Administrator excludes the
Employee from further participation pursuant to Sections 3.1(c) or 3.4.

           (b)  NO  WAITING  PERIODS.   A  Participant  need  not  complete  any
particular  period  of  service  in  order  to  be  eligible  to  make  Deferral
Contributions.   In  order  to  receive   allocations   of   Employer   Matching
Contributions  or Profit  Sharing  Contributions  for a Plan  Year,  however,  a
Participant  must also be eligible to receive matching  contributions  under the
Savings Plan for that Plan Year, as determined in accordance with the provisions
of the Savings Plan.

           (c)  LIMITATION OF  PARTICIPATION.  For purposes of Title I of ERISA,
the Plan is intended to be an unfunded plan of deferred  compensation covering a
select  group of  management  or  highly  compensated  employees.  As a  result,
participation  in the Plan  shall  be  limited  to  Employees  who are  properly
included  in one or both of these  categories.  The Plan  Administrator,  in the
exercise of its  discretion,  may exclude an Employee  who  otherwise  meets the
requirements  of Section 3.1(a) from  participation  in the Plan if it concludes
that the  exclusion  of that  Employee is  necessary  in order to satisfy  these
requirements.  The Plan Administrator also may exclude an Employee who otherwise
meets the requirements of Section 3.1(a) for any other reason, or for no reason,
as the Plan Administrator deems to be appropriate.

3.2        PARTICIPATION ELECTIONS.

           Each Participant shall make an election to participate in the Plan on
such form or forms and at such time as the Plan Administrator  shall require. In
the  election,  the  Participant  shall  select the  amount or rate of  Deferral
Contributions  to be made for the  following  Plan Year and,  effective for Plan
Years  commencing on or after January 1, 1998,  shall  characterize the Deferral
Contributions  as either Regular or Special Purpose Deferral  Contributions.  If
Special Purpose  Deferral  Contributions  are being made, the  Participant  also
shall select a Distribution Date or Distribution  Dates for such  Contributions.
Effective  for Plan Years  commencing  on or after  January 1, 1998,  if Regular
Deferral  Contributions  are being made, the Participant shall select the manner
in which  distributions  are to be made  from  the  Participant's  Accounts  and
whether  distributions are to commence  immediately  following the Participant's
termination of employment or whether they are to be postponed until the later of
termination of employment or a specified date. If the Participant elects to make
any  type  of  Deferral  Contributions,  the  Participant  shall  authorize  the
reduction of the  Participant's  Compensation in an amount equal to his Deferral
Contributions.  The  election  form or  forms  also  may set  forth  such  other
information as the Plan Administrator shall require. If a Participant's  initial
election form is executed and  delivered  within 30 days of the day on which the
Participant  is notified  that he is eligible to  participate  in the Plan,  the
Participant's  Deferral  Contributions  may  be  determined  with  reference  to
Compensation  earned on or after the first day of the first full payroll  period
next following  receipt of the election form by the Plan  Administrator or as of
such other uniform date (not earlier than the first day of the next full payroll
period) as may be designated by the Plan Administrator.  If the Participant does
not  execute  and  deliver an initial  election  form  within the initial 30 day
period,  the  Participant's   Deferral  Contributions  may  be  determined  with
reference to Compensation  earned on or after the first day of the first payroll
period in any later  Plan Year if the  Participant  executes  and  delivers  the
appropriate  form or forms to the Plan  Administrator  at least 30 days (or such
other period  specified by the Plan  Administrator  pursuant to rules of uniform
application) prior to the first day of such Plan Year.

3.3        REVISED ELECTIONS.

           A Participant must file a new election form prior to the beginning of
each  Plan Year  which  shall  set  forth  the  amount  or rate of his  Deferral
Contributions  for the new Plan Year and also shall  characterize  the  Deferral
Contributions  as either Regular or Special Purpose Deferral  Contributions.  If
Special  Purpose  Deferral  Contributions  are being made, the new election form
also  shall set  forth  the  Distribution  Date or  Distribution  Dates for such
Contributions.  The new amount or rate of Deferral Contributions will only apply
to Deferral  Contributions made for the relevant Plan Year and the new form must
be  filed  at  least  30 days  (or  such  other  period  specified  by the  Plan
Administrator  pursuant to rules of uniform application) before the first day of
such Plan Year. Effective for Plan Years commencing on or after January 1, 1998,
a  Participant  may  change  the  method of  distributions  or the timing of the
commencement of distributions  of Regular Deferral  Contributions at any time by
filing the  appropriate  form as prescribed by the Plan  Administrator.  The new
election will be honored only if the appropriate  form is filed at least two (2)
years prior to the  Participant's  termination of employment.  A Participant may
not change the Distribution Date for Special Purpose Deferral Contributions that
are made prior to the date on which a new election form is  effective.  In a new
election form, however,  the Participant may designate a different or additional
Distribution  Date for Special Purpose Deferral  Contributions to be made in the
future.

3.4        DISCONTINUANCE OF PARTICIPATION.

           Once an individual is designated as a  Participant,  he will continue
as such for all  future  Plan  Years  unless  and until  the Plan  Administrator
specifically   acts  to  discontinue  his  participation  or  the  Participant's
participation is suspended  pursuant to Section 5.3(c).  The Plan  Administrator
may discontinue a Participant's participation in the Plan at any time for any or
no reason. If a Participant's  participation is discontinued,  he will no longer
be  eligible to make  Deferral  Contributions  or to receive  Matching or Profit
Sharing  Contributions.  The  Participant  will not be  entitled  to  receive  a
distribution,  however,  until the  occurrence  of one of the  events  listed in
Articles  V or VIII,  unless  the Plan  Administrator,  in the  exercise  of its
discretion,  directs that a distribution be made as of an earlier date, in which
case the Participant's Accounts shall be distributed on the same basis as if the
Participant's employment had been terminated.

3.5        ADOPTION BY AFFILIATES.

           Any Affiliate of the Company may adopt this Plan with the approval of
the Plan Administrator.  Any Affiliate that permits an Employee to make Deferral
Contributions  pursuant  to Section  4.1,  or that  allowed an Employee to defer
compensation  pursuant to the Comprehensive Plan in the past, shall be deemed to
have adopted this Plan  without any further  action.  At the request of the Plan
Administrator, however, the Affiliate shall evidence its adoption of the Plan by
an  appropriate  resolution of its Board of Directors or in such other manner as
may be  authorized  by the  Plan  Administrator.  By  adopting  this  Plan,  the
Affiliate shall be deemed to have agreed to make the contributions called for by
Article IV, agreed to comply with all of the other terms and  provisions of this
Plan,  delegated  to the Plan  Administrator  the  power and  responsibility  to
administer this Plan with respect to the Affiliate's Employees, and delegated to
the Company the full power to amend or  terminate  this Plan with respect to the
Affiliate's Employees.

3.6        CHANGE IN AFFILIATE STATUS.

           If an Affiliate  that has adopted this Plan ceases to be an Affiliate
of  the  Company,  that  Affiliate  shall  no  longer  be an  Employer  and  all
Participants  employed by that Affiliate on the date the Affiliate  ceases to be
an Affiliate shall be deemed to have terminated employment on such date.

3.7        SPECIAL ARRANGEMENTS.

           The Company has the  discretion  to enter into  special  arrangements
with individuals  which allow such individuals to receive benefits on some basis
other than pursuant to the provision of ARTICLES III, IV and V. All such special
arrangements  shall be set forth in writing.  The  remaining  provisions of this
Plan may apply to any such  individual  if the  Company  and the  individual  so
agree;  provided,  however,  that if any provision of this Plan conflicts with a
provision   included  in  the  written   document  that  describes  the  special
arrangement, the provision of the written document shall control.

                                   ARTICLE IV

                                  CONTRIBUTIONS

4.1        PARTICIPANT CONTRIBUTIONS.

           (a) GENERAL RULE. For any Plan Year, a Participant may elect to defer
a portion of the Base Salary or Incentive Compensation otherwise payable to him.
Any such  deferrals  shall be  expressed in whole  percentages  or as a specific
dollar  amount,  as  specified in the  Participant's  election  form.  Except as
otherwise provided in Section 13.4, amounts deferred shall be transferred by the
Company or the appropriate Affiliate to the Trust.

           (b) REGULAR OR SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS. As provided in
Sections 3.2 and 3.3, in each election  form filed for Plan Years  commencing on
or after  January 1, 1998,  the  Participant  shall  characterize  his  Deferral
Contributions  as Regular  Deferral  Contributions  or Special Purpose  Deferral
Contributions.  Pursuant to Article V, Regular Deferral  Contributions  are only
distributable  following the  Participant's  termination of employment.  Special
Purpose Deferral  Contributions  become distributable upon the Distribution Date
specified  by the  Participant.  Unless  the  Plan  Administrator  adopts  rules
limiting the number of Distribution  Dates that a Participant  may specify,  the
Participant may designate any number of Distribution Dates.

           (c)  LIMITATIONS  ON DEFERRALS.  The Plan  Administrator  may limit a
Participant's Deferral Contributions in accordance with such uniform rules as it
may adopt from time to time.

           (d)  CHANGE  IN   CONTRIBUTIONS.   As  provided  in  Section  3.3,  a
Participant  must file a new election form prior to each new Plan Year to select
the amount or rate of Deferral  Contributions  for the following Plan Year. If a
Participant  does  not  file a new  election  form at  such  time,  no  Deferral
Contributions  will be withheld from the Participant's  Compensation  during the
following Plan Year.

           (e) SUSPENSION OF DEFERRAL  CONTRIBUTIONS.  A Participant may suspend
the  Deferral  Contributions  being made from his Base  Salary at any time by so
notifying the Plan Administrator in writing and in accordance with such rules of
uniform  application as the Plan Administrator may adopt from time to time. If a
Participant suspends his Deferral Contributions with respect to Base Salary, the
Participant  may  not  file  a new  election  form  electing  to  make  Deferral
Contributions  with  respect  to Base  Salary  until the  December 1 of the year
following the year in which such suspension occurred. The Deferral Contributions
made pursuant to such new election form may then commence in accordance with the
provisions  of  Section  3.3.  A  Participant   may  not  suspend  the  Deferral
Contributions being made from his Incentive Compensation.

4.2        MATCHING CONTRIBUTIONS.

           Each Employer shall make a Matching Contribution on behalf of each of
its "eligible  Participants".  For this purpose,  a Participant  is an "eligible
Participant"   if  (i)  the  Participant  is  eligible  to  receive  a  matching
contribution  under the Savings Plan, and (ii) the  Participant  has made Salary
Pre-Tax Deferral  Contributions (as such term is defined in the Savings Plan) to
the  Savings  Plan in an  amount  equal to the  lesser of the  maximum  elective
deferrals  permitted  by  Section  402(g)  of the Code or any  other  limitation
imposed by the Savings  Plan.  The Matching  Contribution  due for each eligible
Participant  shall equal the  difference  between (i) 2.5% of the  Participant's
Base  Salary  and (ii)  the  Company  matching  contribution  for such  eligible
Participant  under the Savings  Plan.  Except as  otherwise  provided in Section
13.4, the Matching Contributions shall be transmitted to the Trust following the
end of the Plan Year for which such Matching Contributions are due. The Matching
Contributions shall be allocated to the Matching  Contributions  Accounts of the
eligible  Participants.  If a  Participant  was  eligible  to receive a matching
contribution  under the  Savings  Plan for only a part of a Plan Year,  only the
Base Salary paid in such part of the Plan Year will be  considered  for purposes
of this Section 4.2.

4.3        PROFIT SHARING CONTRIBUTIONS.

           (a)  ELIGIBILITY.  For each Plan Year, but subject to the limitations
set forth below,  each  Employer  shall make a Profit  Sharing  Contribution  on
behalf of each of its "eligible  Participants."  For purposes of this Section, a
Participant will be considered to be an "eligible  Participant"  only if (i) the
Participant is also a Participant in the Savings Plan, and (ii) the  Participant
is eligible, generally, to receive a "Profit Sharing Contribution" (as such term
is defined in the Savings Plan).

           (b) AMOUNT.  The Profit Sharing  Contribution  to which each eligible
Participant  is entitled  pursuant to Section  4.3(a) shall be equal to: (i) the
Participant's  "eligible Base Salary" multiplied by the "applicable  percentage"
for that Plan Year;  less (2) the Profit Sharing  contribution  allocated to the
Participant  under the Savings Plan for that Plan Year.  For this  purpose,  the
"applicable  percentage"  is the  percentage  contributed to the accounts of the
participants  in the Savings Plan as a Profit Sharing  Contribution  in the Plan
Year,  as adjusted  to reflect  all  limitations  and  carryovers  called for by
Section 3.4 of the Savings Plan (or any modified or  replacement  section of the
Savings Plan). A Participant's  "eligible Base Salary" is the Base Salary earned
by the Participant for the portion of the Plan Year during which the Participant
is eligible to receive a profit sharing contribution under the Savings Plan.

           (c)  SPECIAL  SITUATIONS.  The  Plan  Administrator  shall  have  the
discretion to allow a Participant  to receive a Profit Sharing  Contribution  if
the  Participant  otherwise  satisfies all  requirements  for receiving a profit
sharing   contribution  under  the  Savings  Plan  but  does  not  receive  such
contribution  because the  Participant  is employed by an Employer that does not
make profit sharing contributions to the Savings Plan.

                                    ARTICLE V

                    IN-SERVICE DISTRIBUTIONS AND WITHDRAWALS

5.1        SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS.

           A Participant  may designate a Distribution  Date for Special Purpose
Deferral  Contributions  in his initial or any subsequent  election form. If the
Participant makes such an election, the subaccount in the Participant's Deferral
Contributions  Account that is maintained in order to record the Special Purpose
Deferral  Contributions  that are to be distributed as of that Distribution Date
will be distributed to the Participant as of the  Distribution  Date in one lump
sum payment.  The  Distribution  Date election  shall apply only to  subaccounts
attributable  to  Special  Purpose   Deferral   Contributions   and  no  amounts
attributable  to  Regular   Deferral   Contributions   subaccounts  or  Employer
Contributions  Accounts  will be  distributed  pursuant to a  Distribution  Date
election.  As a general rule,  the death,  Disability,  or other  termination of
employment  of a  Participant  shall not have any  impact  on the  timing of the
distribution of Special Purpose Deferral Contribution subaccounts, which will be
distributed to the Participant (or the Participant's  Beneficiary in the case of
death)  as  of  the  originally  selected  Distribution  Date  even  though  the
Participant  is no  longer  employed  by an  Employer.  In the  exercise  of its
discretion, however, the Plan Administrator may order the distribution of all or
any  of  said  subaccounts  at  any  time  following  the  Participant's  death,
Disability  or other  termination  of  employment  and  prior to the  designated
Distribution Date.

5.2        HARDSHIP.

           In the event of an unforeseeable  financial emergency,  a Participant
may make a written request to the Plan  Administrator for a hardship  withdrawal
from his Deferral Contributions Account or his Employer Contributions  Accounts.
The maximum hardship  withdrawal shall be the balance of the Account or Accounts
to which such  hardship  withdrawal  is charged.  For purposes of this Plan,  an
"unforeseeable financial emergency" is defined as a severe financial hardship to
the  Participant  resulting from a sudden and unexpected  illness or accident of
the Participant or a dependent (as such term is defined in Section 152(a) of the
Code) of the Participant, loss of the Participant's property due to casualty, or
other similar extraordinary and unforeseeable  circumstances arising as a result
of events beyond the control of the Participant. The granting of a Participant's
request  for a hardship  withdrawal  shall be left to the  absolute,  unfettered
discretion of the Plan  Administrator  and the Plan  Administrator may deny such
request even if an unforeseeable  financial  emergency clearly exists. A request
for a hardship  withdrawal  must be made in writing at least 30 days in advance,
on a form  provided  by the  Plan  Administrator,  and  must be  expressed  as a
specific dollar amount.  The amount of a hardship  withdrawal may not exceed the
lesser of the amount required to meet the Participant's  unforeseeable financial
emergency or the maximum  withdrawal  referred to above.  A hardship  withdrawal
will not be  permitted  to the extent  that the  hardship  is or may be relieved
through reimbursement or compensation by insurance or otherwise,  liquidation of
the  Participant's  assets to the extent that such liquidation  would not itself
cause a severe financial hardship,  by the cessation of Deferral  Contributions,
or by a loan from the Savings Plan.

5.3        ACCELERATION OF BENEFITS.

           (a)  GENERAL.  A  Participant  may elect to  receive  an  accelerated
withdrawal  from  his  Deferral  Contributions  Account  (but  not his  Employer
Contributions  Accounts) by filing an election  with the Plan  Administrator  on
such forms as may be prescribed from time to time by the Plan Administrator.  If
a  Participant  who is a current  Employee  makes  such an  election,  except as
otherwise  provided  below,  the  Participant  shall  receive a single  lump sum
payment  equal  to 90%  of  the  Participant's  Deferral  Contributions  Account
balance.  If a Participant  who is no longer an Employee makes such an election,
except as otherwise  provided below, the Participant shall receive a single lump
sum payment equal to 80% of the  Participant's  Deferred  Contributions  Account
balance.  For  purposes  of  determining  the  amount  to  be  distributed,  the
Participant's Deferral Contributions Account shall be valued as of the effective
date of the  withdrawal.  The  accelerated  withdrawal  shall be paid as soon as
reasonably possible following the effective date.

           (b) FORFEITURE. A Participant who is a current Employee shall forfeit
the remaining 10% of his Deferral  Contributions  Account as of the day on which
the accelerated withdrawal is distributed to the Participant.  A participant who
is  a  former   Employee  shall  forfeit  the  remaining  20%  or  his  Deferral
Contributions  Account  as of the day on which  the  accelerated  withdrawal  is
distributed to the Participant.

           (c) SUSPENSION OF PARTICIPATION.  If a Participant  elects to receive
an   accelerated   withdrawal,   the   Participant's   right  to  make  Deferral
Contributions  shall be  suspended  for 12 months from the date the  accelerated
withdrawal  is  paid  to the  Participant.  Upon  expiration  of  the  12  month
suspension  period, the Participant shall be permitted to execute a new election
form and to begin making Deferral Contributions as of the first day of the first
payroll period in any subsequent Plan Year.

5.4        LIMITATION ON DISTRIBUTIONS.

           To the extent that any payment under this Article, when combined with
all other payments  received during the year that are subject to the limitations
on  deductibility  under Section 162(m) of the Code,  exceeds the limitations on
deductibility  under  Section  162(m) of the Code,  such payment  shall,  in the
discretion of the Plan Administrator, be deferred to a later calendar year. Such
deferred  amounts shall be paid in the next succeeding  calendar year,  provided
that such payment,  when combined with any other payments subject to the Section
162(m) limitations  received during the year, does not exceed the limitations on
deductibility under Section 162(m) of the Code.

                                   ARTICLE VI

                     CREDITING OF CONTRIBUTIONS AND EARNINGS

6.1        TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS.

           All  Deferral  Contributions,   Profit  Sharing  Contributions,   and
Matching  Contributions  shall be  transmitted to the Trustee by the Company and
the  adopting  Affiliates  as  soon  as  reasonably  practicable.  The  Deferral
Contributions,  Profit Sharing Contributions and Matching Contributions shall be
credited to the Deferral  Contributions  Account,  Profit Sharing  Contributions
Account, or Matching Contributions Account maintained for that Participant.  The
Plan  Administrator  shall  maintain a separate  subaccount  within the Deferral
Contributions Account to record the Special Purpose Deferral  Contributions (and
any investment earnings or losses attributable to those Special Purpose Deferral
Contributions)  that are to be distributed as of each Distribution Date selected
by  a  Participant.   The  Plan  Administrator  also  may  maintain  such  other
subaccounts  as it deems  necessary or  desirable.  All payments from an Account
between Valuation Dates shall be charged against the Account as of the preceding
Valuation  Date.  The  Accounts  are  bookkeeping  accounts  only  and the  Plan
Administrator is not in any way obligated to segregate assets for the benefit of
any Participant.

6.2        INVESTMENT EARNINGS OR LOSSES.

           As of each Valuation Date, the Plan  Administrator will determine the
positive  or  negative  earnings  for  each of the  Investment  Funds  available
pursuant to Section  6.3(c).  The Plan  Administrator  then will  determine  the
portion of the "adjusted balance" of each of the Participant's  Accounts that is
invested  in each of the  Investment  Funds and will  allocate  the  positive or
negative  earnings  to  Participant  Accounts  in  proportion  to the  "adjusted
balance"  for that  Account and that  Investment  Fund.  For this  purpose,  the
"adjusted  balance"  of an Account  will be the balance of the Account as of the
preceding  Valuation Date less all withdrawals,  distributions and other amounts
chargeable  against the Account  pursuant to any other  provisions  of this Plan
since the prior  Valuation  Date.  The  earnings  adjustments  allocated  to any
Account  shall be allocated  among the  subaccounts  of that Account in the same
manner.

6.3        INVESTMENT DIRECTION.

           (a) INVESTMENT FUNDS. The Plan  Administrator  shall designate two or
more Investment Funds in which each  Participant  shall direct the investment of
amounts credited to his Accounts.  The Investment Funds may be changed from time
to time by the Plan Administrator.

           (b) PARTICIPANT DIRECTIONS.

                      (1) GENERAL. Upon becoming a Participant in the Plan, each
Participant  may direct that all of the amounts  attributable to his Accounts be
invested  in a single  investment  fund or may  direct  fractional  (percentage)
increments  of his  Accounts  to be  invested  in such fund or funds as he shall
desire, in accordance with such procedures, if any, as may be established by the
Plan  Administrator.  As of each  Valuation  Date, a Participant  may change his
designations  with respect to future  contributions  and direct  transfers among
Investment Funds by making an election in accordance with such procedures as may
be established by the Plan  Administrator.  The designation  will continue until
changed in accordance with such procedures.

                      (2) DEFAULT SELECTION.  In the absence of any designation,
a Participant  will be deemed to have directed the investment of his Accounts in
the Money Market Fund.

                      (3) IMPACT OF  ELECTION.  The  Participant's  selection of
Investment  Funds shall serve only as a measurement of the value of the Accounts
of said  Participant  pursuant to Section  6.2 and  Section  6.3(c) and the Plan
Administrator  and the  Trustee  are not  required  to  invest  a  Participant's
Accounts in accordance with the Participant's selections.

           (c) RATE OF RETURN.  As soon as possible after each  Valuation  Date,
the Plan Administrator shall determine the rate of return, positive or negative,
experienced on each of the Investment  Funds.  The rate of return  determined by
the Plan  Administrator  in good faith and in its  discretion  pursuant  to this
Section shall be binding and conclusive on the  Participant,  the  Participant's
Beneficiary and all parties  claiming through them. The Plan  Administrator  may
delegate  the  responsibility  for  calculating  the  rate  of  return  and  the
calculation  and  allocation  of  the  investment  earnings  adjustments  to the
Accounts to a third party.

           (d)   CHARGES.   In  the  exercise  of  its   discretion,   the  Plan
Administrator  may  charge  one or more of the  Participant's  Accounts  for the
reasonable expenses of carrying out investment  instructions directly related to
the Accounts, as the Plan Administrator deems appropriate.

           (e) COMPANY STOCK FUND. The Plan Administrator in the exercise of its
discretion,  may  direct  that  one or more  of the  Investment  Funds  consist,
primarily  or  exclusively,  of Company  securities.  If such a Fund or Funds is
established,  a Participant's  ability to direct investments into or out of such
Fund shall be subject to such procedures as the Plan Administrator may prescribe
from time to time to assure compliance with Rule 16b-3 promulgated under Section
16(b) of the Securities  Exchange Act of 1934, as amended,  and other applicable
requirements. Such procedures also may limit or restrict a Participant's ability
to make (or modify previously made) elections pursuant to Sections 3.2 or 3.3.

6.4        FORFEITURES.

           The amount forfeited pursuant to Section 5.3 shall reduce the amounts
that the Company would otherwise contribute to the Plan pursuant to Sections 4.2
and 4.3.

                                   ARTICLE VII

                                     VESTING

7.1        VESTING.

           Subject to Section  13.3, a  Participant  shall have a fully  vested,
nonforfeitable interest in his Accounts at all times.

                                  ARTICLE VIII

                               PAYMENT OF BENEFITS

8.1        TIME OF PAYMENT.

           (a) GENERAL.  With the exception of the distribution or withdrawal of
amounts  pursuant  to  Article V and the  distribution  of amounts  pursuant  to
Section  8.1(b),  no  distributions  will be made to a Participant  prior to the
Participant's  death or  termination  of  employment  with the  Company  and all
Affiliates.  Subject to the  provisions  of Section  5.1,  which  deals with the
distribution  of the Special  Purpose  Deferral  Contributions  subaccounts in a
Participant's Deferral Contributions Account,  following the Participant's death
or  termination of  employment,  distributions  normally will be made as soon as
possible and in any event shall commence within 60 days following the end of the
Plan Year in which the Participant dies or terminates employment. As provided in
Section  3.2 and  Section  3.3, a  Participant  may elect in his  initial or any
revised election form to defer the receipt of  distributions  until the later of
termination of employment or a specified date. If such an election has been made
(and, if the election was made in a revised election form, the election form has
been in effect  for the  requisite  period of time  provided  in  Section  3.3),
distributions to the Participant (or the  Participant's  Beneficiary in the case
of death) shall be postponed to the extent necessary to honor such election.

           (b) SPECIAL  PAYMENT  PROVISIONS  APPLICABLE ON SALE OF AFFILIATE.  A
Participant  who is employed by an Affiliate  as of the date that the  Affiliate
ceases to be an Affiliate for purposes of this Plan shall receive a distribution
of his or her accounts as soon as possible  following  such date,  regardless of
any prior  election  made by the  Participant  to defer the  receipt of benefits
pursuant to Section 3.2 and Section 3.3.

8.2        METHOD OF PAYMENT.

           Any payments from a Participant's  Accounts shall be made either in a
lump sum in cash, or in cash payments in substantially equal annual installments
over a period  certain  not  exceeding  10 years,  such  method of payment to be
elected  by the  Participant  in his  initial  election  form or in any  revised
election form that has been in effect for the requisite period of time specified
in Section 3.3. If installment payments are made, the provisions of Sections 6.2
and 6.3 shall continue to apply to the unpaid balance.  Unless a Participant has
affirmatively  elected to receive  payments in installments  over a period of 10
years or less, the Participant's  Accounts shall be distributed in one lump sum.
If a Participant  is married at the time an election form or a revised  election
form is filed, an election to receive payments in other than a lump sum shall be
ineffective unless the Participant's  spouse consents to such election on a form
prescribed by or acceptable to the Plan Administrator for that purpose.

8.3        BENEFICIARY DESIGNATIONS.

           In the  event of the  death  of the  Participant,  the  Participant's
vested interest in his Accounts shall be paid to the Participant's  Beneficiary.
Each  Participant  shall have the right to designate,  on forms  supplied by and
delivered to the Plan  Administrator,  a Beneficiary or Beneficiaries to receive
his  benefits  hereunder  in  the  event  of  the  Participant's  death.  If the
Participant is married at the time the  Beneficiary  Designation  is filed,  the
designation will be ineffective  unless the designation  names the spouse as the
Beneficiary of at least 50% of the  Participant's  Accounts or the Participant's
spouse consents to the designation. If a Participant marries after a Beneficiary
Designation is filed,  the designation  will no longer be effective.  Subject to
the spousal consent  requirements  noted above,  each Participant may change his
Beneficiary  designation from time to time in the manner  described above.  Upon
receipt of such  designation  by the Plan  Administrator,  such  designation  or
change of  designation  shall  become  effective  as of the date of the  notice,
whether or not the  Participant  is living at the time the  notice is  received.
There shall be no liability on the part of the Employer,  the Plan Administrator
or the Trustee with respect to any payment  authorized by the Plan Administrator
in  accordance  with  the  most  recent  valid  Beneficiary  designation  of the
Participant  in its  possession  before  receipt  of a  more  recent  and  valid
Beneficiary  designation.  If no designated  Beneficiary is living when benefits
become  payable,  or  if  there  is  no  validly  designated  Beneficiary,   the
Beneficiary  shall be the Participant's  estate.  If the designated  Beneficiary
dies after the payment of benefits begin, then the Beneficiary for the remainder
of the benefits payable shall be the estate of the Beneficiary.

8.4        LIMITATION ON DISTRIBUTIONS.

           Distributions  made under this  Article  shall be subject to the same
limitations set forth in Section 5.4 of the Plan.

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

9.1        ADOPTION OF TRUST.

           The Company  shall  enter into a Trust  Agreement  with the  Trustee,
which Trust Agreement shall form a part of this Plan and is hereby  incorporated
herein by reference.

9.2        POWERS OF THE PLAN ADMINISTRATOR.

           (a)  GENERAL  POWERS OF PLAN  ADMINISTRATOR.  The Plan  Administrator
shall  have the  power and  discretion  to  perform  the  administrative  duties
described  in this Plan or required  for proper  administration  of the Plan and
shall have all powers  necessary to enable it to properly carry out such duties.
Without limiting the generality of the foregoing,  the Plan Administrator  shall
have the power and  discretion to construe and interpret  this Plan, to hear and
resolve  claims  relating to the Plan and to decide all  questions  and disputes
arising  under  the  Plan.  The  Plan  Administrator  shall  determine,  in  its
discretion, the service credited to the Participants, the status and rights of a
Participant,  and the identity of the Beneficiary or  Beneficiaries  entitled to
receive any benefits payable on account of the death of a Participant.

           (b)  PARTICIPATION.  The  Plan  Administrator  also  shall  have  the
discretion  to  exclude  employees  from   participation  in  the  Plan  and  to
discontinue a Participant's participation in the Plan.

           (c) DISTRIBUTIONS.  All benefit disbursements by the Trustee shall be
made upon the instructions of the Plan Administrator.

           (d) DECISIONS  CONCLUSIVE.  The  decisions of the Plan  Administrator
upon all  matters  within  the  scope of its  authority  shall  be  binding  and
conclusive upon all persons.

           (e)  REPORTING.  The Plan  Administrator  shall file all  reports and
forms  lawfully  required  to be  filed  by the  Plan  Administrator  and  shall
distribute any forms,  reports or statements to be  distributed to  Participants
and others.

           (f)  INVESTMENTS.  The Plan  Administrator  shall keep itself advised
with respect to the investment of the Trust Fund.

9.3        CREATION OF COMMITTEE.

           A committee shall perform the Company's duties as Plan Administrator.
The committee shall consist of at least two members,  and they shall hold office
during the  pleasure  of the Board of  Directors.  Unless and until the  Company
appoints other  individuals to serve on this  committee,  the committee  members
shall be the members of the Company's Benefits Administration  Committee as they
may  change  from  time to time.  The  committee  members  shall  serve  without
compensation  but shall be  reimbursed  for all  expenses  by the  Company.  The
committee shall conduct itself in accordance with the provisions of this Section
9. The members of the committee may resign with 30 days notice in writing to the
Company and may be removed  immediately  at any time by written  notice from the
Company.

9.4        CHAIRMAN AND SECRETARY.

           The committee shall elect a chairman from among its members and shall
select a secretary  who is not required to be a member of the  committee and who
may be  authorized  to  execute  any  document  or  documents  on  behalf of the
committee.  The secretary of the committee or his designee shall record all acts
and determinations of the committee and shall preserve and retain custody of all
such  records,  together  with such other  documents as may be necessary for the
administration of this Plan or as may be required by law.

9.5        APPOINTMENT OF AGENTS.

           The committee may appoint such other agents,  who need not be members
of the committee,  as it may deem necessary for the effective performance of its
duties,  whether  ministerial  or  discretionary,  as  the  committee  may  deem
expedient or appropriate.  The  compensation of any agents who are not employees
of the Company shall be fixed by the committee within any limitations set by the
Board of Directors.

9.6        MAJORITY VOTE AND EXECUTION OF INSTRUMENTS.

           In all matters,  questions and decisions, the action of the committee
shall be determined by a majority vote of its members.  They may meet informally
or take any ordinary  action  without the  necessity of meeting as a group.  All
instruments  executed  by the  committee  shall be executed by a majority of its
members or by any member of the committee designated to act on its behalf.

9.7        ALLOCATION OF RESPONSIBILITIES.

           The  committee  may  allocate  responsibilities  among its members or
designate  other persons to act on its behalf.  Any  allocation or  designation,
however,  must be set forth in writing  and must be  retained  in the  permanent
records of the committee.

9.8        CONFLICT OF INTEREST.

           No member of the committee  who is a Participant  shall take any part
in any action in connection with his participation as an individual. Such action
shall be voted or decided by the remaining members of the committee.

9.9        ACTION TAKEN BY COMPANY.

           Any action to be taken by the  Company  shall be taken by  resolution
adopted by the Board of Directors;  provided,  however,  that by resolution  the
Board of Directors may delegate to any committee of the Board,  any committee of
officers or other employees, or any officer of the Company the authority to take
any actions hereunder.

9.10       DELEGATIONS OF AUTHORITY.

           All  delegations  of  responsibility   set  forth  in  this  document
regarding the  determination of benefits and the  interpretation of the terms of
the Plan confer discretionary  authority upon the Plan Administrator;  provided,
however,  that the Plan  Administrator  shall not retain any such  discretionary
authority after a Change of Control occurs.

9.11       INDEMNIFICATION.

           To the extent  permitted  by law,  the Company  shall and does hereby
jointly  and  severally  indemnify  and agree to hold  harmless  the  employees,
officers and directors of it and its  Affiliates who serve in fiduciary or other
capacities with respect to the Plan from all loss,  damage, or liability,  joint
or several, including payment of expenses in connection with defense against any
such claim, for their acts,  omissions and conduct,  and for the acts, omissions
or conduct of their duly  appointed  agents,  which acts,  omissions  or conduct
constitute or are alleged to constitute a breach of such individual's  fiduciary
or other responsibilities under the Act or any other law, except for those acts,
omissions, or conduct resulting from his own willful misconduct, willful failure
to  act,  or  gross  negligence;  provided,  however,  that if any  party  would
otherwise be entitled to  indemnification  hereunder in respect of any liability
and such party shall be insured  against  loss as a result of such  liability by
any  insurance   contract  or  contracts,   such  party  shall  be  entitled  to
indemnification  hereunder  only to the  extent  by  which  the  amount  of such
liability shall exceed the amount thereof payable under such insurance  contract
or contracts.

                                    ARTICLE X

                             CLAIMS REVIEW PROCEDURE

10.1       CLAIMS.

           (a)  FILING  OF CLAIM.  A  Participant  or  Beneficiary  entitled  to
benefits need not file a written claim to receive  benefits.  If a  Participant,
Beneficiary or any other person is dissatisfied  with the  determination  of his
benefits,  eligibility,  participation or any other right or interest under this
Plan,  such person may file a written  statement  setting forth the basis of the
claim  with  the  Plan   Administrator  in  a  manner  prescribed  by  the  Plan
Administrator. In connection with the determination of a claim, or in connection
with review of a denied claim,  the claimant may examine this Plan and any other
pertinent documents  generally  available to Participants  relating to the claim
and may submit comments in writing.

           (b) NOTICE OF DECISION.  A written  notice of the  disposition of any
such claim shall be furnished to the claimant  within 60 days after the claim is
filed with the Plan Administrator, provided that the Plan Administrator may have
an  additional  period to decide the claim if it advises the claimant in writing
of the need for an  extension  and the date on which it  expects  to decide  the
claim.  The notice of disposition  of a claim shall refer,  if  appropriate,  to
pertinent  provisions  of this Plan,  shall set forth in writing the reasons for
denial  of the  claim  if the  claim  is  denied  (including  references  to any
pertinent  provisions of this Plan), and where appropriate shall explain how the
claimant can perfect the claim.

10.2       APPEALS.

           (a) REVIEW. If the claim is denied, in whole or in part, the claimant
shall  also be  notified  in  writing  that a  review  procedure  is  available.
Thereafter,  within  90 days  after  receiving  the  written  notice of the Plan
Administrator's  disposition of the claim,  the claimant may request in writing,
and  shall be  entitled  to, a review  meeting  with the Plan  Administrator  to
present reasons why the claim should be allowed.  The claimant shall be entitled
to be represented by counsel at the review meeting. The claimant also may submit
a written  statement of his claim and the reasons for  granting the claim.  Such
statement  may be submitted  in addition  to, or in lieu of, the review  meeting
with the Plan  Administrator.  The Plan  Administrator  shall  have the right to
request and receive from a claimant such  additional  information,  documents or
other evidence as the Plan Administrator may reasonably require. If the claimant
does not request a review meeting within 90 days after receiving  written notice
of the Plan  Administrator's  disposition  of the claim,  the claimant  shall be
deemed to have accepted the Plan Administrator's written disposition, unless the
claimant shall have been physically or mentally incapacitated so as to be unable
to request review within the 90 day period.

           (b) DECISION FOLLOWING REVIEW. A decision on review shall be rendered
in writing  by the Plan  Administrator  ordinarily  not later than 60 days after
review,  and a written copy of such decision shall be delivered to the claimant.
If special  circumstances  require an extension of the ordinary period, the Plan
Administrator  shall so notify the  claimant.  In any  event,  if a claim is not
determined within 120 days after submission for review, it shall be deemed to be
denied.

           (c) DECISIONS FINAL; PROCEDURES MANDATORY. To the extent permitted by
law,  a  decision  on  review by the Plan  Administrator  shall be  binding  and
conclusive  upon  all  persons  whomsoever.  To the  extent  permitted  by  law,
completion  of the  claims  procedures  described  in this  Section  shall  be a
mandatory  precondition  that must be complied with prior to  commencement  of a
legal or  equitable  action  in  connection  with the Plan by a person  claiming
rights  under the Plan or by  another  person  claiming  rights  through  such a
person.  The  Plan  Administrator  may,  in its  sole  discretion,  waive  these
procedures as a mandatory precondition to such an action.

                                   ARTICLE XI

                  LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
                      INCOMPETENT DISTRIBUTEE; CORRECTIONS

11.1       ANTI-ALIENATION CLAUSE.

           No benefit  which shall be payable under the Plan to any person shall
be  subject  in  any  manner  to  anticipation,   alienation,   sale,  transfer,
assignment,  pledge,  encumbrance  or charge,  and any  attempt  to  anticipate,
alienate, sell, transfer,  assign, pledge, encumber, charge or otherwise dispose
of the same  shall be void.  No  benefit  shall in any  manner be subject to the
debts, contracts, liabilities,  engagements or torts of any person, nor shall it
be subject to attachment  or legal process for or against any person,  except to
the extent as may be required by law.

11.2       PERMITTED ARRANGEMENTS.

           Section 11.1 shall not preclude  arrangements  for the withholding of
taxes  from  benefit   payments,   arrangements  for  the  recovery  of  benefit
overpayments,  or  arrangements  for direct  deposit of benefit  payments  to an
account in a bank,  savings and loan  association or credit union (provided that
such  arrangement  is not part of an arrangement  constituting  an assignment or
alienation).

11.3       PAYMENT TO MINOR OR INCOMPETENT.

           Whenever any benefit  which shall be payable  under the Plan is to be
paid to or for the  benefit of any person who is then a minor or  determined  by
the Plan  Administrator to be incompetent by qualified medical advice,  the Plan
Administrator  need not require the appointment of a guardian or custodian,  but
shall be  authorized  to cause  the same to be paid  over to the  person  having
custody  of the  minor or  incompetent,  or to cause  the same to be paid to the
minor or incompetent without the intervention of a guardian or custodian,  or to
cause  the same to be paid to a legal  guardian  or  custodian  of the  minor or
incompetent  if one has been  appointed  or to cause the same to be used for the
benefit of the minor or incompetent.

11.4       UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

           In the event that, through mistake or computational  error,  benefits
are  underpaid  or overpaid,  there shall be no liability  for any more than the
correct  amount of benefits  under the Plan.  Overpayments  may be deducted from
future payments under the Plan, and underpayment may be added to future payments
under  the Plan.  In lieu of  receiving  reduced  benefits  under  the  Plan,  a
Participant  or  Beneficiary  may  elect  to make a lump  sum  repayment  of any
overpayment.

                                   ARTICLE XII

                        AMENDMENT, MERGER AND TERMINATION

12.1       AMENDMENT.

           The Company  shall have the right at any time,  by an  instrument  in
writing duly executed,  acknowledged and delivered to the Plan Administrator, to
modify,  alter or amend  this  Plan,  in  whole  or in  part,  prospectively  or
retroactively;  provided,  however,  that the duties and liabilities of the Plan
Administrator  and the Trustee  hereunder shall not be  substantially  increased
without its written  consent;  and provided further that the amendment shall not
reduce any  Participant's  interest  in the Plan,  calculated  as of the date on
which the amendment is adopted.  The agreements  referred to in Section  13.3(a)
and the offsets  referred to in Section  13.3(b)  shall not be deemed to violate
the last clause of the preceding sentence.

12.2       MERGER OR CONSOLIDATION OF COMPANY.

           The Plan  shall  not be  automatically  terminated  by the  Company's
acquisition  by or  merger  into  any  other  employer,  but the  Plan  shall be
continued after such acquisition or merger if the successor  employer elects and
agrees to continue the Plan. All rights to amend, modify,  suspend, or terminate
the Plan shall be  transferred  to the successor  employer,  effective as of the
date of the  merger.  If an  Employer  other than the  Company is acquired by or
merged  into  any  organization  other  than an  Affiliate,  the  Plan  shall be
terminated as to the acquired Employer unless the Company and the acquirer agree
otherwise in writing.

12.3       TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.

           It is the  expectation  of the Company and each of the Employers that
this  Plan  and  the  payment  of  contributions  hereunder  will  be  continued
indefinitely.  However,  continuance of the Plan is not assumed as a contractual
obligation  of the Company or any other  Employer,  and the right is reserved at
any time to terminate this Plan or to reduce, temporarily suspend or discontinue
contributions hereunder. If the Plan is terminated or contributions are reduced,
temporarily suspended,  or discontinued with respect to all Employers or any one
or more Employers, the Accounts of the affected Participants will continue to be
held pursuant to the Plan until the date or dates on which such  Accounts  would
have become  distributable had the Plan not been terminated or had contributions
not been reduced, temporarily suspended, or discontinued. In the exercise of its
discretion,  however, the Plan Administrator may direct that the Accounts of any
Participant  affected by the  termination  of the Plan as to all  Employers or a
particular Employer, or the reduction,  temporary suspension,  or discontinuance
of contributions, be distributed as of an earlier date or dates.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

13.1       LIMITATION ON PARTICIPANTS' RIGHTS.

           Participation in the Plan shall not give any Participant the right to
be  retained  in the  employ of the  Company  or any  Affiliate  or any right or
interest in the Trust Fund other than as herein  provided.  The Company and each
Affiliate  reserves the right to dismiss any  Participant  without any liability
for any claim  either  against  the Trust  Fund,  except  to the  extent  herein
provided, or against the Company, or Affiliate.

13.2       STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.

           Each  Participant  is an  unsecured  creditor  of the  Company or the
Affiliate   that  employs  the   Participant   and,   except  for  the  Deferral
Contributions  and the Profit Sharing  Contributions  or Matching  Contributions
placed in the Trust Fund as provided  in this Plan,  no assets of the Company or
any Affiliate  will be segregated  from the general assets of the Company or any
Affiliate  for the  payment of benefits  under this Plan.  If the Company or any
Affiliate  acquires any insurance  policies or other investments to assist it in
meeting its  obligations to  Participants,  those policies or other  investments
will nonetheless remain part of the general assets of the Company or Affiliate.

13.3       CANCELLATION OR REDUCTION OF ACCOUNTS.

           (a) GENERAL.  An Employer and one of its  Participants may agree from
time  to time to  reduce  (but  not  below  zero)  the  amount  credited  to the
Participant's  Account under this Plan.  Any such  agreement must be in writing,
must be signed by the Participant and the Employer, shall relate only to amounts
credited to the Participant's Account and shall not circumvent the provisions of
Sections 3.3, 8.1, or 8.2 regarding the timing or manner of  distributions  from
this Plan.

           (b) OFFSET  FOR  DISCRETIONARY  CONTRIBUTIONS  TO  SAVINGS  PLAN.  An
Employer may from time to time make a discretionary  contribution to the Savings
Plan on behalf of a  Participant  in excess of the  matching  or profit  sharing
contributions that the Participant is entitled to receive under the terms of the
Savings Plan (a  "Discretionary  Contribution").  Any Participant who receives a
Discretionary  Contribution  to his Savings  Plan  account  will have his Profit
Sharing  Contributions  Account under this Plan offset in an amount equal to the
Discretionary  Contribution.  If a  Participant's  Profit Sharing  Contributions
Account balance is lower than the amount of the Discretionary Contribution,  the
offset  shall first be made  against the Profit  Sharing  Contributions  Account
(until such  balance is zero),  and the  remainder  of the offset  shall be made
against the Participant's  Matching  Contributions Account under this Plan. Such
offset shall occur on the date that the  Discretionary  Contribution is credited
to the Participant's Savings Plan account.

13.4       EXCEPTION TO CONTRIBUTION RULE.

           Neither the Company nor any other  Employer shall have any obligation
to transfer Deferral Contributions made by the Participants,  Matching or Profit
Sharing  Contributions  due from the  Company  or such  Employer,  or any  other
amounts to the Trust Fund, if and so long as the assets of the Trust Fund exceed
the  aggregate  Account  Balances of all  Participants.  The  provisions of this
Section 13.4  supersede  the  provisions of Sections 4.1, 4.2, 4.3, or any other
provision  of this  Plan that  purports  to  require  the  Company  or any other
Employer to transfer amounts to the Trust Fund.

13.5       STATUS OF TRUST FUND.

           The Trust Fund is being  established  to assist the  Company  and the
adopting  Affiliates in meeting their  obligations  to the  Participants  and to
provide  the  Participants  with a measure  of  protection  in  certain  limited
instances. In certain circumstances described in the Trust Agreement, the assets
of the Trust Fund may be used for the benefit of the Company's or an Affiliate's
creditors  and,  as a result,  the Trust  Fund is  considered  to be part of the
Company's and adopting  Affiliate's  general assets.  Benefit payments due under
this Plan  shall  either be paid from the Trust  Fund or from the  Company's  or
Affiliate's  general assets as directed by the Plan  Administrator.  Despite the
establishment  of the Trust Fund,  it is intended that the Plan be considered to
be "unfunded" for purposes of the Act and the Code.

13.6       FUNDING UPON A CHANGE OF CONTROL.

           Prior to the day on  which a Change  of  Control  occurs,  if for any
reason the assets of the Trust Fund are less than the aggregate Account Balances
of  all  Participants,  the  Company  shall  transfer  an  amount  equal  to the
deficiency to the Trustee of the Trust. 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.

13.7       UNIFORM ADMINISTRATION.

           Whenever in the  administration of the Plan any action is required by
the Plan Administrator, such action shall be uniform in nature as applied to all
persons similarly situated.

13.8       HEIRS AND SUCCESSORS.

           All of the  provisions of this Plan shall be binding upon all persons
who shall be  entitled  to any  benefits  hereunder,  and their  heirs and legal
representatives.

13.9       NO LIABILITY FOR ACCELERATION OF PAYMENTS.

           Under the Plan,  Participants  are allowed,  to a certain extent,  to
designate  the  dates on which  distributions  are to be made to them.  The Plan
Administrator,  however,  also has the right, in the exercise of its discretion,
to  accelerate  payments.  By accepting the benefits  offered by the Plan,  each
Participant (and each Beneficiary  claiming through a Participant)  acknowledges
that the Plan Administrator may override the Participant's  elections and agrees
that neither the Participant  nor any  Beneficiary  shall have may claim against
the Plan  Administrator,  the Trustee, or any Employer if distributions are made
earlier than  anticipated  by the  Participant  due to the Plan  Administrator's
exercise of its discretion to accelerate payments.

           To signify its adoption of this Plan document, the Company has caused
this Plan document to be executed by a duly authorized officer of the Company on
this 22 day of December, 1997.

                                          PHELPS DODGE CORPORATION


                                          By Stuart L. Marcus
                                             -----------------------------------

                                          Its Vice President - Human Resources
                                              ----------------------------------