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Exhibit 10.1
 (PHELPS DODGE LOGO)
    
    One N. Central Avenue, Phoenix, AZ 85004 (602) 366-8100
    FORM OF
CHANGE OF CONTROL AGREEMENT




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1. TERMINATION BENEFITS
  TERMINATION PAYMENTS




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BENEFITS CONTINUATION
 Group Medical, Dental, and Vision
 Retiree Medical Insurance




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Long-Term Disability
 Life Insurance




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OTHER BENEFITS; LOANS
 INCENTIVE COMPENSATION PLAN
 RETIREMENT AND SAVINGS PLANS
 LOANS
 OUTPLACEMENT SERVICES
 EXECUTIVE PHYSICALS




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FINANCIAL COUNSELING
 CONFIDENTIALITY
  CHANGE OF CONTROL DEFINED




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QUALIFYING TERMINATION DEFINED
 QUALIFYING TERMINATION
 CAUSE
 DISABILITY
 GOOD REASON




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EMPLOYMENT BY SUCCESSORS
 TAX GROSS-UP
 GROSS-UP PAYMENT




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CALCULATIONS




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TERM OF AGREEMENT
  TERMINATION NOTICE AND PROCEDURE




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ASSUMPTION BY SUCCESSORS
  MISCELLANEOUS
 ARBITRATION; RELATED EXPENSES th
 REPLACEMENT OF OTHER AGREEMENTS




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EMPLOYMENT AT WILL
 SUCCESSORS
 GOVERNING LAW
 SEVERABILITY
 AMENDMENT OR WAIVER
 NO DUTY TO MITIGATE
 FUNDING




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EFFECT OF CHANGE OF LAW
 AMERICAN JOBS CREATION ACT OF 2004
 PRIOR AMENDMENTS, WAIVERS




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Very truly yours,PHELPS DODGE CORPORATIONSenior Vice President-Human ResourcesAgreed:Date




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(PHELPS DODGE LOGO)
    
    One N. Central Avenue, Phoenix, AZ 85004 (602) 366-8100
    FORM OF
CHANGE OF CONTROL AGREEMENT




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Termination Benefits
  Termination Payments




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Benefits Continuation
 Group Medical, Dental, and Vision
 Retiree Medical Insurance




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Long-Term Disability
 Life Insurance




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Other Benefits; Loans
 Incentive Compensation Plan
 Retirement and Savings Plans
 Loans
 Outplacement Services
 Executive Physicals




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Financial Counseling
 Confidentiality
  Change of Control Defined




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Qualifying Termination Defined
 Qualifying Termination
 Cause
 Disability
 Good Reason




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Employment by Successors
 Tax Gross-Up
 Gross-Up Payment




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Calculations




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Term of Agreement
  Termination Notice and Procedure




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Assumption by Successors.
  Miscellaneous
 Arbitration; Related Expenses th
 Replacement of Other Agreements




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Employment at Will
 Successors
 Governing Law
 Severability .
 Amendment or Waiver
 No Duty to Mitigate
 Funding




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Effect of Change of Law
 American Jobs Creation Act of 2004
 Prior Amendments, Waivers




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Very truly yours,PHELPS DODGE CORPORATIONSenior Vice President-Human ResourcesAgreed:Date




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(PHELPS DODGE LOGO)
    
    One N. Central Avenue, Phoenix, AZ 85004 (602) 366-8100
    FORM OF  CHANGE OF CONTROL AGREEMENT
  Corporation Board Committee Change of Control Agreement




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Termination Benefits
  Termination Payments i plus ii less iii
 i ii iii
 Benefits Continuation
 Group Medical, Dental, and Vision




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Insured Plans i ii et seq
 Retiree Medical Insurance
 Long-Term Disability




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Life Insurance Policies ELIP
 Other Benefits; Loans
 Incentive Compensation Plan AICP i




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ii iii
 Retirement and Savings Plans
 Loans
 Outplacement Services
 Executive Physicals
 Financial Counseling
 Confidentiality




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Change of Control Defined
  Exchange
Act
 Surviving Entity Survivor Parent Transaction
  Qualifying Termination Defined
 Qualifying Termination i ii iii
 Cause
 Disability




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Good Reason
      Employment by Successors




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Cap on Payments
 General Rules Code
 Special Definitions
 Base Period Income
 Cap or 280G Cap
 Total Payments
 Calculating the Cap




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Effect of Repeal
 Exception




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Tax Gross-Up
 Gross-Up Payment i ii HI
 Calculations




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Discretionary Gross-Ups
 Term of Agreement
  Termination Notice and Procedure
   i ii




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i ii
 i ii iii
    Assumption by Successors




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Miscellaneous
 Arbitration; Related Expenses th
 Replacement of Other Agreements
 Employment at Will
 Successors
 Governing Law
 Severability
 Amendment or Waiver




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No Duty to Mitigate
 Funding
 Effect of Change of Law
 American Jobs Creation Act of 2004
 Prior Amendments, Waivers




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PHELPS DODGE CORPORATIONBySenior Vice President, Human ResourcesAgreed:Date