Exhibit 10.9



                            PHELPS DODGE CORPORATION


                          SUPPLEMENTAL RETIREMENT PLAN


                          SUPPLEMENTAL RETIREMENT 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

ARTICLE IV - ELIGIBILITY FOR BENEFITS

4.1      NORMAL RETIREMENT
4.2      EARLY RETIREMENT
4.3      LATE RETIREMENT
4.4      SPECIAL EARLY RETIREMENT
4.5      DISABILITY
4.6      TERMINATION OF EMPLOYMENT
4.7      TRANSFER
4.8      DEATH BEFORE RETIREMENT
4.9      DEATH AFTER RETIREMENT
4.10     SPECIAL VESTING PROVISION APPLICABLE ON SALE OF
         ACCURIDE

ARTICLE V - DETERMINATION OF BENEFITS

5.1      NORMAL RETIREMENT BENEFIT
5.2      EARLY RETIREMENT BENEFIT
5.3      LATE RETIREMENT BENEFIT
5.4      SPECIAL EARLY RETIREMENT BENEFIT
5.5      DISABLED EMPLOYEE BENEFIT
5.6      DEFERRED VESTED RETIREMENT BENEFIT
5.7      SURVIVING SPOUSE BENEFIT--DEATH BEFORE RETIREMENT
5.8      REDUCTION FOR OTHER BENEFITS

ARTICLE VI - PAYMENT OF BENEFITS

6.1      COMMENCEMENT OF BENEFITS
6.2      FORMS OF BENEFIT PAYMENTS
6.3      SPOUSAL CONSENT
6.4      BENEFICIARY DESIGNATIONS
6.5      IN-SERVICE PAYMENT OF BENEFITS

ARTICLE VII - ADMINISTRATION OF THE PLAN

7.1      ADOPTION OF TRUST
7.2      POWERS OF THE PLAN ADMINISTRATOR
7.3      CREATION OF COMMITTEE
7.4      CHAIRMAN AND SECRETARY
7.5      APPOINTMENT OF AGENTS
7.6      MAJORITY VOTE AND EXECUTION OF INSTRUMENTS
7.7      ALLOCATION OF RESPONSIBILITIES
7.8      CONFLICT OF INTEREST
7.9      ACTION TAKEN BY COMPANY
7.10     DELEGATIONS OF AUTHORITY
7.11     INDEMNIFICATION

ARTICLE VII - CLAIMS REVIEW PROCEDURE

8.1      CLAIMS
8.2      APPEALS

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

9.1      ANTI-ALIENATION CLAUSE
9.2      PERMITTED ARRANGEMENTS
9.3      PAYMENT TO MINOR OR INCOMPETENT
9.4      UNDERPAYMENT OR OVERPAYMENT OF BENEFITS

ARTICLE X - AMENDMENT, MERGER AND TERMINATION

10.1     AMENDMENT
10.2     MERGER OR CONSOLIDATION OF COMPANY
10.3     TERMINATION OF PLAN OR DISCONTINUANCE OF
         CONTRIBUTIONS

ARTICLE XI - CHANGE OF CONTROL PROVISIONS

11.1     ADDITIONAL SERVICE CREDIT
11.2     70/80 RETIREMENT BENEFIT
11.3     PLAN ADMINISTRATOR DISCRETION
11.4     SPECIAL LUMP SUM OPTION

ARTICLE XII - GENERAL PROVISIONS

12.1     LIMITATION ON PARTICIPANTS' RIGHTS
12.2     STATUS OF PARTICIPANTS AS UNSECURED CREDITORS
12.3     STATUS OF TRUST FUND
12.4     CANCELLATION OR REDUCTION OF BENEFITS
12.5     UNIFORM ADMINISTRATION
12.6     HEIRS AND SUCCESSORS

Appendix A

                            PHELPS DODGE CORPORATION

                          SUPPLEMENTAL RETIREMENT 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  Non-qualified  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 now has decided to split the Comprehensive Plan
into two separate plans and to replace the  supplemental  savings  provisions of
the  Comprehensive  Plan  with  a  separate  plan  known  as  the  Phelps  Dodge
Corporation Supplemental Savings Plan (the "SSP").

         The Company has restated the remaining  provisions of the Comprehensive
Plan  by the  adoption  of  this  Plan  document  and  changed  the  name of the
Comprehensive Plan to the Phelps Dodge Corporation  Supplemental Retirement Plan
(the "Plan").  This amended and restated Plan document is effective,  generally,
as of January 1, 1997 (the "Effective  Date"),  but special  effective dates are
prescribed  for purposes of  particular  provisions,  as noted below.  As of the
Effective Date, all benefits  previously  accrued under the  Comprehensive  Plan
(other than benefits accrued under the supplemental savings provisions) 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
supplemental  retirement benefits.  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) "Act" means the Employee Retirement Income Security Act of 1974, as
amended.

         (b)  "Actuarial  Equivalent"  means an  amount  which is of  equivalent
actuarial value. The mortality tables, interest rates and other factors (such as
contingent  annuity  factors)  that apply to salaried  employees  of the Company
pursuant to the  Retirement  Plan, as most recently  adopted for such purpose by
the Plan  Administrator,  shall be  utilized  in  making  Actuarial  Equivalency
determinations for purposes of this Plan.

         (c) "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  of  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.

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

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

         (f) "Change of Control"  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.

         (g) "Code" means the Internal Revenue Code of 1986, as amended.

         (h)  "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.

         (i) "Early  Retirement  Date" means the first day of the calendar month
next following the later of a Participant's  attainment of age 55 and completion
of ten years of Service.

         (j)  "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 pursuant to Section 3.1.

         (k) "Employer" means the Company and any Affiliate which has elected to
participate  in the Plan with the  approval of the Senior  Management  Team,  as
provided in Section 3.5.

         (l) "Final Average Incentive Compensation" means the amount achieved by
dividing the sum of the Incentive  Compensation  awards to a Participant for the
five consecutive  years in the last 10 years  immediately  preceding the date of
his retirement,  death, Disability,  termination or of a Change of Control which
produces the highest total by five.

         (m) "Final Average  Monthly  Salary" means, as of any date, the average
of a  participant's  "monthly  salary" for the 36  consecutive  calendar  months
during the most recent 120 calendar  months of  employment  preceding  such date
which will  produce the  highest  average.  For this  purpose,  a  Participant's
"monthly salary" is a Participant's basic  compensation,  exclusive of any extra
earnings for overtime,  special remuneration or other similar payments,  paid or
accrued  to the  Participant  for any one month  during a Plan  Year.  Effective
December 1, 1988,  "monthly  salary" shall include any Salary  Pre-Tax  Deferral
Contributions  under the Phelps Dodge Savings Plan.  Effective  October 1, 1995,
"monthly salary" shall include,  in the Plan Year of payment,  bonuses paid to a
Participant  under PD Partners.  If a  Participant  has not been  employed by an
Employer for at least 36 consecutive months,  Final Average Monthly Salary shall
mean the average of the  Participant's  monthly salary during such lesser number
of months of employment.

         (n) "Final  Average Pay" means the sum of Final Average  Monthly Salary
(converted to an annual basis) and Final Average Incentive Compensation.

         (o) "Late  Retirement  Date" means the first day of any calendar  month
following a  Participant's  Normal  Retirement  Date as of which the Participant
retires.

         (p) "LTD Plan" means the Company's Long Term Disability  Insurance Plan
(or any other  similar  plan  sponsored  by an  Employer  to provide  disability
benefits) as in effect from time to time.

         (q) "Normal  Retirement Age" means the day on which occurs the later of
(i) the date on which a  Participant  attains  age 65 or (ii) the earlier of (A)
the fifth  anniversary of the date on which the  Participant's  participation in
the Retirement Plan (or any predecessor plan) commenced or (B) the date on which
the Participant is credited with five years of Service.

         (r)  "Normal  Retirement  Date"  means  the  first  day  of  the  month
coinciding with or next following a Participant's Normal Retirement Age.

         (s)  "Participant"  means any  employee  of the  Company  or any of its
Affiliates  who is entitled to participate  and who is chosen for  participation
pursuant to Section 3.1.

         (t) "Plan  Administrator" means the committee designated by the Company
to carry out its responsibilities under the Plan as set forth in Section 7.3.

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

         (v)  "Retirement  Plan" means the Phelps Dodge  Corporation  Retirement
Plan.

         (w) "Senior  Management  Team" means the group of officers that make up
the Senior Management Team of the Company.

         (x) "Service" means,  generally,  a Participant's periods of employment
with  the  Employers  calculated  in  accordance  with  the  provisions  of  the
Retirement  Plan that are  applicable to the  Participant.  Notwithstanding  the
provisions of the Retirement Plan, a Participant's periods of employment with an
Affiliate  (including  particularly  Accuride  Corporation,  Columbian Chemicals
Company and Hudson International Conductors) during the period prior to the date
such Affiliate became a member of the Company's controlled group for purposes of
Section 414 of the Code shall be  disregarded  for  purposes of benefit  accrual
(e.g., the calculation of the amount of the  Participant's  benefit) but not for
purposes of determining the  Participant's  eligibility for a particular type of
benefit. Effective for Participants terminating employment on or after September
1, 1997 who were not on or after such date employed by Accuride  Corporation,  a
Participant's  periods of employment  with an Affiliate  other than Nesor during
the period  prior to the date such  Affiliate  became a member of the  Company's
controlled group for purposes of Section 414 of the Code shall be considered for
all purposes  under the Plan,  including for purposes of benefit  accrual (e.g.,
the  calculation  of the amount of the  Participant's  benefit).  The  preceding
sentence does not apply to  individuals  employed by Accuride  Corporation on or
after September 1, 1997.

         (y) "Spouse" means the spouse of a Participant  who is legally  married
to the Participant on the date on which a benefit under the Plan becomes payable
to or on behalf of the Participant.

         (z) "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.

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

         (bb) "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.,
contributions, earnings or forfeitures).

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, to the extent that
such laws are not preempted by the Act.


                                   ARTICLE III

                                   ELIGIBILITY

3.1      SELECTION OF PARTICIPANTS.

         (a) General.  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. From such group, the Plan Administrator shall select Employees
for participation in the Plan. The Plan Administrator's selections shall be made
in its  discretion  and shall be final and binding for all  purposes  under this
Plan.

         (b) Participants.  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.

         (c)  Limitation  of  Participation.  The  Plan  Administrator,  in  the
exercise of its  discretion,  may exclude an Employee  who  otherwise  meets the
requirements  of Section 3.1(b) from  participation  in the Plan if it concludes
that the  exclusion  of that  Employee  is  necessary  in order to  satisfy  the
requirements  of Section 3.1(a).  In addition,  the Plan  Administrator,  in the
exercise of its discretion, may exclude Employees who are foreign nationals from
participation in the Plan.

         (d)  Termination  of  Participation.   A  Participant  shall  cease  to
participate in the Plan upon either his exclusion from participation by the Plan
Administrator  or  upon  his  termination  of  employment  with  the  sponsoring
Employers, except that if he has met the eligibility conditions for an immediate
or  deferred  vested  retirement  benefit,  he shall  remain a  Participant  for
purposes of receiving that benefit at the appropriate time.

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.
Subject to the spousal consent  requirements of Section 6.3, in the election the
Participant  shall select the form in which  distributions are to be made to the
Participant  and whether  distributions  of the  Participant's  deferred  vested
retirement  benefit or early  retirement  benefit  are to  commence  immediately
following the Participant's  termination of employment or whether they are to be
postponed until a specified date not later than the Participant's 65th birthday.
A deferred vested retirement benefit may not commence prior to the Participant's
attainment  of age 65 unless  the  Participant  completed  at least ten years of
Service prior to his  termination of Service,  in which case the deferred vested
retirement  benefit  may  commence  at  any  time  following  the  Participant's
attainment  of age  55.  The  election  form  also  may  set  forth  such  other
information as the Plan Administrator shall require.

3.3      REVISED ELECTIONS.

         Subject  to  the  spousal  consent   requirements  of  Section  6.3,  a
Participant  may file a new election form in order to change an election made in
a previously filed election form. If the new election form changes the method of
distribution of the Participant's benefits, or the timing of the commencement of
distributions, the new election will be honored only if the new election form is
filed at least two years prior to the Participant's termination of employment.

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 he terminates  employment  under
circumstances  that do not entitle him to receive a benefit in the future or the
Plan Administrator specifically acts to discontinue his participation.  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 by
the Plan  Administrator,  he will no longer  be  eligible  to accrue  additional
benefits  and the  amount  of his  benefit,  and his  eligibility  to  receive a
particular type of benefit, will be determined as of the date of the suspension.
The Participant will not be entitled to receive a distribution,  however,  until
the  occurrence  of one of the  events  listed in  Article  IV,  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  benefits  shall be
distributed  in one lump sum payment  that is the  Actuarial  Equivalent  of the
Participant's  accrued  benefit,   calculated  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. An Affiliate will be deemed to have adopted this Plan if
any of its  employees  are  Participants  in the  Plan or file  an  election  to
participate  with the  consent  of the  Affiliate.  At the  request  of the Plan
Administrator,  the Affiliate also 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  necessary  to pay the
benefits  accrued by its  Participants,  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.


                                   ARTICLE IV

                            ELIGIBILITY FOR BENEFITS

4.1      NORMAL RETIREMENT.

         A Participant who retires on his Normal Retirement Date shall receive a
retirement benefit as provided in Section 5.1.

4.2      EARLY RETIREMENT.

         (a)  55  and  10  Early  Retirement.  A  Participant  whose  employment
terminates  on or  after  his  Early  Retirement  Date  shall  receive  an early
retirement benefit as provided in Section 5.2 commencing on the first day of any
month designated by him, but not later than his Normal Retirement Date.

         (b) 60 and 30 Early Retirement.  A Participant who retires prior to his
Normal  Retirement  Date and who has both attained age 60 and completed 30 years
of Service on his  retirement  date will  receive an early  retirement  benefit,
commencing on that date, without reduction on account of his age at retirement.

4.3      LATE RETIREMENT.

         Upon his Late  Retirement  Date,  a  Participant  shall be  entitled to
receive a late retirement benefit calculated in accordance with Section 5.3.

4.4      SPECIAL EARLY RETIREMENT.

         A participant  shall be entitled to receive a special early  retirement
benefit as provided in Section 5.4 if he satisfies the special early  retirement
eligibility  criteria  set forth in  Section  3.3 of the  Retirement  Plan.  For
purposes of  determining  whether a Participant is entitled to receive a special
early  retirement  benefit  under this Section 4.4,  the  provisions  of Section
3.3(d) of the  Retirement  Plan  regarding  the  exclusion of certain  otherwise
eligible   participants  from  a  special  early  retirement  program  shall  be
disregarded.

4.5      DISABILITY.

         (a) Continued Accrual. A Participant who is suffering from a Disability
and receives  benefits under the LTD Plan shall for all purposes of this Plan be
deemed to remain in  employment  during the period  for which he  receives  such
benefits  under  the same  employment  conditions  that  prevailed  prior to his
Disability  and at the Final  Average  Pay  applicable  for the Plan Year during
which his Disability was incurred.

         (b)  Recovery.   In  the  event  that  the  Participant  recovers  from
Disability, or ceases to receive benefits under the LTD Plan, and returns to the
Service of an Employer,  he shall thereafter  become eligible for benefits under
the same terms and conditions as if he had not been a Disabled  Participant.  If
such a Participant  who recovers from  Disability or ceases to receive  benefits
under the LTD Plan does not return to Service with the Employer,  his employment
shall be deemed to have  terminated as of the date of such recovery or cessation
and, if  eligible,  he shall  become  entitled to a deferred  vested  retirement
benefit,  early retirement benefit or normal retirement benefit, as the case may
be.

         (c) Special Situations. For purposes of this Section 4.5, a Participant
who is Disabled but is not covered  under the LTD Plan shall be eligible for the
benefits of this Section if, in the judgment of the Plan Administrator, he would
be eligible to receive benefits under the LTD Plan if he were so covered.

4.6      TERMINATION OF EMPLOYMENT.

         If  a  Participant's  employment  with  all  Employers  is  terminated,
voluntarily  or  otherwise,  for  reasons  other  than  death,  Disability,   or
retirement,  after the Participant has completed at least five years of Service,
he will be entitled to a deferred vested retirement benefit. The deferred vested
retirement  benefit shall be determined in accordance  with Section 5.6 and will
commence  on the  first  day of  the  month  following  the  Participant's  65th
birthday.  If the  Participant has completed at least ten years of Service prior
to his  termination of employment,  the deferred vested  retirement  benefit may
commence on the first day of any month following the Participant's 55th birthday
if the  Participant so elects in accordance with Sections 6.1, 3.2 and 3.3. If a
Participant's employment is terminated for reasons other than death, Disability,
or  retirement  and at the  time  of the  termination  the  Participant  has not
completed five years of Service, the benefit accrued by the Participant prior to
the termination  shall be forfeited.  For this purpose,  "retirement"  means the
termination of employment  after a Participant  has attained his Early or Normal
Retirement Date.

4.7      TRANSFER.

         In the case of a Participant  who is transferred to employment  with an
Affiliate or other  employer which is not an Employer under this Plan, or who is
transferred to nonsalaried  status,  upon  subsequent  termination or retirement
from the  Service  of the  Company,  or his death  before  such  termination  or
retirement,  his  eligibility  for an  immediate or deferred  vested  retirement
benefit hereunder shall be determined as if such transfer had not occurred,  but
the amount of any such benefit  shall be  determined as of the date of transfer.
The Plan Administrator, in the exercise of its discretion, may elect to pay such
a Participant the Actuarial Equivalent lump sum value of his benefit at any time
following the transfer in lieu of the deferred vested benefit.

4.8      DEATH BEFORE RETIREMENT.

         If a  Participant  who has been  married for at least one year dies (i)
while in employment  with an Employer after  completing five years of Service or
his  age  and  Service  total  at  least  65 or (ii)  following  termination  of
employment  if the  Participant  was entitled to a benefit under Section 4.6 and
benefit payments have not yet commenced,  the Participant's Spouse shall receive
an annuity,  payable for life,  in  accordance  with Section 5.7. A  Participant
shall be deemed to have died while in employment if immediately before his death
he was Disabled for purposes of Section 4.5. No death  benefits are payable upon
the death of an unmarried  Participant or a Participant who has been married for
less than one year on the date of death.

4.9      DEATH AFTER RETIREMENT.

         If a  Participant  dies  after  retirement,  or after  commencement  of
payment of a deferred vested retirement benefit, further payments, if any, under
the Plan will be made in accordance with the method of payment  applicable under
ARTICLE VI.

4.10     SPECIAL VESTING PROVISION APPLICABLE ON SALE OF ACCURIDE.

         Participants  who are employed by Accuride  Corporation  as of the date
that Accuride ceases to be an Affiliate for purposes of this Plan shall be fully
vested and shall be eligible  to receive a deferred  vested  retirement  benefit
regardless of whether they have completed five years of Service.


                                    ARTICLE V

                            DETERMINATION OF BENEFITS

5.1      NORMAL RETIREMENT BENEFIT.

         (a) General.  Subject to the offsets noted below, the normal retirement
benefit  to which a  Participant  will be  entitled  if he retires on his Normal
Retirement Date shall equal the monthly normal  retirement  benefit to which the
Participant  would be entitled under the  Retirement  Plan if (i) in the case of
any Participant other than an Employee of Accuride Corporation,  he were covered
by the  Benefit  Structure  (as such term is  defined  in the  Retirement  Plan)
applicable  to  the  Company's  salaried  employees;  (ii)  in the  case  of any
Participant who is an Employee of Accuride  Corporation,  he were covered by the
Benefit  Structure  under the  Retirement  Plan that is  applicable  to Accuride
employees;  (iii) the limitations included in the Retirement Plan to comply with
the  provisions  of Section  401(a)(17)  of the Code (which limits the amount of
compensation  that may be taken into  account for purposes of the Plan) were not
applicable;  (iv) the limitations included in the Retirement Plan to comply with
the  provisions  of  Section  415 of the Code  (which  limits  the  amount  of a
Participant's benefit) were not applicable;  and (v) the amounts deferred by the
Participant   under  the  SSP  were  taken  into  account  in  calculating   the
Participant's  "Monthly Salary" for purposes of the Retirement Plan. The benefit
so determined  shall be reduced by the  "Retirement  Plan Offset",  which is the
monthly normal retirement  benefit to which the Participant is actually entitled
under the Retirement  Plan.  The benefit so determined  also shall be reduced by
the  "Non-Qualified  Plan  Offset",  which is the  monthly  benefit to which the
Participant is entitled as of his Normal Retirement Date under any other defined
benefit plan or arrangement  sponsored by an Employer (a  "Non-Qualified  Plan")
other than a plan or arrangement that expressly  provides that its purpose is to
supplement the benefits  provided by this Plan and the  Retirement  Plan. If the
Participant  is covered by a Benefit  Structure of the  Retirement  Plan or by a
Non-Qualified  Plan pursuant to which the normal retirement benefit is expressed
in a  normal  form  other  than a  single  life  annuity  for  the  life  of the
Participant,  the  Participant's  benefit  shall be converted to an  Actuarially
Equivalent  single life annuity for purposes of calculating  the Retirement Plan
Offset and the Non-Qualified Plan Offset.

         (b) Effective  Date.  The  provisions of Section 5.1(a) only apply to a
Participant who terminates  employment on or after September 1, 1997. The normal
retirement  benefits  of  a  Participant  who  terminated  employment  prior  to
September 1, 1997 shall be determined in accordance  with the  provisions of the
Comprehensive  Plan as in  effect  prior to the  adoption  of this  amended  and
restated Plan document.

5.2      EARLY RETIREMENT BENEFIT.

         A Participant's early retirement benefit will be calculated in the same
fashion as his normal  retirement  benefit  but on the basis of the  Service and
compensation earned by the Participant as of his actual date of retirement.  The
early  retirement  benefit so calculated shall be reduced in the same fashion as
early retirement  benefits are reduced for individuals covered by the Retirement
Plan Benefit Structure applicable to salaried employees of the Company. If early
retirement  benefits  under this Plan and early  retirement  benefits  under the
Retirement  Plan  (or  any   Non-Qualified   Plan  with  respect  to  which  the
Non-Qualified Plan Offset provisions apply pursuant to Section 5.1) do not start
on the same day, the  Participant's  benefit under this Plan shall be reduced by
the benefit the  Participant  would have received under the Retirement  Plan (or
the  Non-Qualified  Plan) if benefits  under such plan or plans had commenced on
the same day that benefits commence under this Plan.

5.3      LATE RETIREMENT BENEFIT.

         A Participant's  late retirement benefit will be calculated in the same
fashion as his normal  retirement  benefit  but on the basis of the  Service and
compensation  earned by the Participant as of his actual date of retirement.  If
late retirement  benefits under this Plan and late retirement benefits under the
Retirement  Plan (or any  Non-Qualified  Plan with respect to the  Non-Qualified
Plan Offset  provisions  of Section 5.1 apply) do not start on the same day, the
Participant's  benefit  under  this Plan shall be  reduced  by the  benefit  the
Participant  would have received under the Retirement Plan (or the Non-Qualified
Plan) if benefits  under such plan or plans had  commenced  on the same day that
benefits commence under this Plan.

5.4      SPECIAL EARLY RETIREMENT BENEFIT.

         Subject to the  offsets  noted  below,  the  special  early  retirement
benefit to which a Participant  will be entitled shall equal the monthly special
early  retirement  benefit  (including any supplements) to which the Participant
would be  entitled  under  the  Retirement  Plan,  calculated  using  all of the
assumptions  set forth in clauses  (i)  through  (iv) of the first  sentence  of
Section  5.1(a) and  disregarding  the limitation set forth in Section 3.3(d) of
the  Retirement  Plan  which is  designed  to avoid  discrimination  in favor of
"highly compensated employees" in the Retirement Plan. The benefit so determined
shall be reduced by the  "Retirement  Plan Offset" and the  "Non-Qualified  Plan
Offset" described in Section 5.1(a).

5.5      DISABLED EMPLOYEE BENEFIT.

         A  Participant  who  is  suffering  from a  Disability  and  meets  the
requirements of Section 4.5 shall become entitled at his Normal  Retirement Date
to a benefit  determined in accordance  with Section 5.1. A Participant  who has
recovered from Disability or has ceased to receive  benefits under the LTD Plan,
and who does not return to the  Service of the  Employers,  may be entitled to a
deferred vested retirement  benefit determined in accordance with Section 5.6 or
to an early  retirement  benefit  determined in accordance  with Section 5.2, as
applicable.

5.6      DEFERRED VESTED RETIREMENT BENEFIT.

         A  Participant's  annual  deferred  vested  retirement  benefit will be
calculated as of the date of  termination  under Section 3.6 or Section 4.6, the
date of a Change of Control  under  ARTICLE  XI, or the date of  transfer  under
Section 4.7, as applicable.  A Participant's  deferred vested retirement benefit
shall be reduced for the  commencement  of payments  prior to the  Participant's
Normal  Retirement  Date in the same fashion as an early  retirement  benefit is
reduced for each full month by which the date when  payment  commences  precedes
the Participant's Normal Retirement Date.


5.7      SURVIVING SPOUSE BENEFIT--DEATH BEFORE RETIREMENT.

         Subject to the reductions noted below, the annual amount of the annuity
payable to a surviving Spouse pursuant to Section 4.8 shall equal the annuity to
which  the  Spouse  would  be  entitled  under  the   Retirement   Plan  if  the
Participant's  "accrued  benefit" (as that term is used in the Retirement  Plan)
under the Retirement  Plan was  calculated  using the  assumptions  set forth in
clauses (i) through (iv) of the first sentence of Section 5.1(a).  The amount so
determined  shall be  reduced by the  annuity  to which the  Spouse is  actually
entitled under the Retirement  Plan or any  Non-Qualified  Plan (as such term is
defined in Section 5.1(a)). The reductions referred to in the preceding sentence
shall be  adjusted  in the same  fashion as the  "Retirement  Plan  Offset"  and
"Non-Qualified  Plan  Offset"  are  adjusted  pursuant  to Section  5.1(a).  The
payments  to the  Spouse  shall  commence  as soon  as  possible  following  the
Participant's death.

5.8      REDUCTION FOR OTHER BENEFITS.

         The amount of the Participant's annual benefit payable or determined in
accordance with the foregoing provisions of this Article shall be reduced by the
amount of the  excess,  if any,  of the sum of the annual  benefits to which the
Participant is entitled  under this Plan,  the  Retirement  Plan, any individual
agreements  between the  Participant  and the Company,  and his Social  Security
Benefit.


                                   ARTICLE VI

                               PAYMENT OF BENEFITS

6.1      COMMENCEMENT OF BENEFITS.

         (a) General. Unless otherwise provided, benefit payments shall commence
at the time  elected  by the  Participant  in his  initial  election  form (or a
revised  election form that has been in effect for the requisite  period of time
specified in Section 3.3).

         (b)  Special  Payment  Provision   Applicable  on  Sale  of  Affiliate.
Participants  who are employed by an Affiliate as of the date that the Affiliate
ceases to be an  Affiliate  for  purposes  of this Plan  shall  begin  receiving
benefit  payments as soon as possible  following  such date,  regardless  of any
elections previously made.

6.2      FORMS OF BENEFIT PAYMENTS.

         (a)  General.  Unless  otherwise  provided,  the form in which  benefit
payments  shall be made  will be  selected  by the  Participant  in his  initial
election  form (or in a revised  election  form that has been in effect  for the
requisite period of time specified in Section 3.3).

         (b)  Available  Options.  The forms of payment that a  Participant  may
select are the following:

                  (1) Straight Life Annuity Option.  With this option,  benefits
                  will be payable  for the  Participant's  life,  with no amount
                  payable after his death.

                  (2) Contingent  Annuitant Option. With this option, a modified
                  amount will be payable during the Participant's life and after
                  his death an amount  equal to 50%,  66-2/3%,  75%,  or 100% of
                  this modified  amount will be payable  during the life of, and
                  to, the Beneficiary  named by the Participant  when he elected
                  the option.

                  (3) Ten Year Term Certain Annuity Option.  With this option, a
                  modified amount will be payable during the Participant's  life
                  and for at  least  ten  years.  If the  Participant  does  not
                  receive at least ten years of  payments,  the balance  will be
                  paid  to the  Beneficiary  named  by the  Participant  when he
                  elected  the  option.  This  option may not be selected by any
                  Participant on or after January 1, 1998.

                  (4) Lump Sum  Option.  With this  option,  a lump sum  payment
                  equal  to  the  Actuarial   Equivalent  value  of  the  amount
                  otherwise  payable to the Participant as a single life annuity
                  will be paid to the Participant. This option is only available
                  to a  Participant  who has  attained the age of at least 65 at
                  the time of his  termination of employment with the Employers,
                  and  is   subject   to  the   prior   approval   of  the  Plan
                  Administrator.

                  (5)  Other.  Any other form of  payment  approved  by the Plan
                  Administrator  in  writing,  including,  but  limited  to, the
                  payment of benefits in installments with interest.

         (c) Default Option. If a Participant does not select an option pursuant
to Section 6.2(a),  or the  Participant's  Spouse does not consent to the option
selected by the  Participant  if and to the extent  required by Section 6.3, the
Participant's  benefit will be paid in the form of a contingent annuity pursuant
to which 50% of the amount paid to the Participant during the Participant's life
is continued to the Participant's Spouse following the Participant's death.

         (d) Amount of Payments.  The amount of the payments calculated pursuant
to Article V are based on the assumption that payments are made in the form of a
single life annuity for the life of the Participant  alone. If payments are made
in any other form, they will be adjusted to their Actuarial Equivalent.

         (e)  Limitation  on  Payments.  The Plan  Administrator  shall have the
discretion to defer any payment  under this section to a later  calendar year if
such payment,  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 those limitations. Such deferred amounts shall be paid in the next
succeeding  calendar  year in which the payment of such  amounts,  when combined
with any other  payments  subject to the  Section  162(m)  limitations  received
during the year, will not exceed those limitations.

6.3      SPOUSAL CONSENT.

         If a Participant  is married at the time an election form, or a revised
election form, is filed, an election to receive  payments in any form other than
a 50% or  greater  contingent  annuitant  option  with  the  Spouse  as the sole
contingent  annuitant  shall be  ineffective  unless  the  Participant's  Spouse
consents  to the  election on a form  prescribed  by or  acceptable  to the Plan
Administrator for that purpose.

6.4      BENEFICIARY DESIGNATIONS.

         Each  Participant  who elects a method of  payment  under  Section  6.2
pursuant to which amounts may be payable following the Participant's death shall
have the right to  designate,  on forms  supplied by and  delivered  to the Plan
Administrator, a beneficiary or beneficiaries.  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 or the
Participant's Spouse consents to the designation in accordance with Section 6.3.
Subject to the spousal consent requirements noted in the preceding sentence, and
the  provisions  of Section 3.3,  each  Participant  may change his  beneficiary
designation  from time to time in the manner described above by filing a revised
election form.

6.5      IN-SERVICE PAYMENT OF BENEFITS.

         No  in-service  payments  of amounts  credited  under the Plan shall be
permitted.


                                   ARTICLE VII

                           ADMINISTRATION OF THE PLAN

7.1      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.

7.2      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 and shall  report to the  Company
regarding the investment and  reinvestment of the Trust Fund not less frequently
than annually.

7.3      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
Article.  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.

7.4      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.

7.5      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.

7.6      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.

7.7      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.

7.8      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.

7.9      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.

7.10     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.

7.11     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 VIII

                             CLAIMS REVIEW PROCEDURE

8.1      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.

8.2      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 of 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  Article  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 IX

                  LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
                      INCOMPETENT DISTRIBUTEE; CORRECTIONS

9.1      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.

9.2      PERMITTED ARRANGEMENTS.

         Section 9.1 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).

9.3      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.

9.4      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  underpayments 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 X

                        AMENDMENT, MERGER AND TERMINATION

10.1     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.

10.2     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.

10.3     TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.

         It is the  expectation  of the Company and each of the  Employers  that
this Plan 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 benefits of the
affected  Participants  will  continue to be held pursuant to the Plan until the
date or dates on which such  benefits  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 benefits 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 XI

                          CHANGE OF CONTROL PROVISIONS

11.1     ADDITIONAL SERVICE.

         A  Participant  whose  employment  with the Company or any Affiliate is
terminated  within two years after a Change of Control  occurs  will  receive an
additional 36 months of Service credit if (i) the  Participant  has a "Change of
Control  Agreement"  with the  Company and (ii) the  Participant  is entitled to
receive  payments  pursuant  to  the  Change  of  Control  Agreement  due to the
termination.  For purposes of this section,  a "Change of Control  Agreement" is
any agreement entered into by the Participant and the Company which provides the
Participant  with  severance  benefits  in  the  event  that  the  Participant's
employment  with the Company  terminates  under  certain  limited  circumstances
following a Change of Control.

11.2     70/80 RETIREMENT BENEFIT.

         A  Participant  whose  employment  is  terminated by the Company or any
Affiliate  within two years after a Change of Control and whose age and years of
Service,  as of the date of  termination  of Service,  equal or exceed (i) 70 if
such Participant has attained age 55 on or before such date or (ii) 80 if he has
not attained  age 55 on or before such date,  may elect (with the same rights of
election as under the Retirement Plan or any other applicable plan) on or before
the date of termination of Service to retire on such date (or on such other date
as may be mutually  agreed to between such  Participant  and the Company) and to
receive,  commencing on the first day of the month  following or coinciding with
his retirement, a retirement benefit in the amount computed under the provisions
of Section5.1 and Section 5.2 without any reduction in such  retirement  benefit
on  account  of the  commencement  thereof  prior to  attainment  of his  Normal
Retirement  Date;  provided  that the  provisions of Section 5.1 and Section 5.2
shall be  applicable  without  regard  to  whether  or not the  Participant  has
attained  age 55.  If  such a  retired  Participant  shall  subsequently  become
reemployed by the Company any  retirement  benefit paid to him  hereunder  shall
cease,  his Service  completed on and after the date of his  reemployment  shall
continue  to  accrue  and upon  his  subsequent  retirement  or  termination  of
employment  his  retirement  benefit  shall be computed in  accordance  with the
applicable  provisions of the Plan,  reduced by the Actuarial  Equivalent of the
amount of any retirement benefit previously paid hereunder.

         Each  Participant  in this Plan to whom this Section  applies  shall be
fully  vested in his or her  benefits  under the Plan  whether  or not he or she
meets the Service or age requirements for a deferred vested retirement benefit.

11.3     PLAN ADMINISTRATOR DISCRETION.

         The Plan Administrator shall determine,  in accordance with uniform and
nondiscriminatory  rules  designed to carry out the  purpose of this  ARTICLE to
encourage and facilitate  the  retirement of older  employees with long Service,
whether  this  Section  shall  apply to any  Participant  whose age or length of
Service is in doubt.

11.4     SPECIAL LUMP SUM OPTION.

         Notwithstanding  any other provision of this Plan to the contrary,  the
benefits of any Participant whose employment is terminated by the Company or any
Affiliate  within two years after a Change of Control  shall be paid in the form
of an Actuarially  Equivalent lump sum. If such a Participant shall subsequently
become reemployed by the Company, his Service completed on and after the date of
his reemployment shall continue to accrue and upon his subsequent  retirement or
termination of employment his retirement benefit shall be computed in accordance
with the applicable provisions of this Plan, reduced by the Actuarial Equivalent
of the amount of any retirement benefit previously paid hereunder.


                                   ARTICLE XII

                               GENERAL PROVISIONS

12.1     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.

12.2     STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.

         Each  Participant  is an  unsecured  creditor  of  the  Company  or the
Affiliate that employs the  Participant  and no Participant has any preferred or
secured  claim to any 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.

12.3     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.

12.4     CANCELLATION OR REDUCTION OF BENEFITS.

         An Employer and one of its  Participants may agree from time to time to
reduce  the  amount of the  Participant's  benefit  under  this  Plan.  Any such
agreement  must  be in  writing,  must  be  signed  by the  Participant  and the
Employer,  shall relate only to the benefits  which the  Participant is entitled
and shall not  circumvent  the provisions of Sections 3.3, 6.1, or 6.2 regarding
the timing or manner of distributions from this Plan.

12.5     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.

12.6     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.

         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
                                         ------------------------------------

                                   Appendix A


In lieu of the benefits  described in the Plan, the listed  individuals  will be
entitled to the benefits approved by the Board of Directors or its delegatee, as
described in the individual agreements as specified.

1.       Letter agreement  between L. William Seidman and the Corporation  dated
         August 15, 1977.

2.       Letter  agreement  between G. Robert Durham and the  Corporation  dated
         March 1, 1989.

3.       Letter  agreement  between  Edson L. Foster and the  Corporation  dated
         January 27, 1988.

4.       Letter  agreement  between William C. Tubman and the Corporation  dated
         November 1, 1989.

5.       Letter agreement  between Dr. Patrick J. Ryan and the Corporation dated
         January 27, 1988.

6.       Letter agreement between A.L. (John) Lawrence and the Corporation dated
         November 1, 1989.

7.       Retirement  Agreement and General  Release between John C. Replogle and
         the Corporation dated December 4, 1997.