Exhibit 10.10

                            Phelps Dodge Corporation
                         1997 Directors Stock Unit Plan
                         ------------------------------



Section 1.  Purpose
-------------------

                  The Plan is intended to attract,  retain and motivate the best
qualified  directors for the benefit of the Corporation and its shareholders and
to provide  such  directors an economic  interest in Common  Shares (the "Common
Shares")  thereby  enhancing a long-term  mutuality  of  interest  between  such
directors and shareholders.

Section 2.  Definitions
-----------------------

                  When used in this Plan,  the  following  terms  shall have the
definitions set forth in this Section: "Board" shall mean the Board of Directors
of the Corporation.

                  "Change  in  Control"  shall  mean (i) the  occurrence  of any
merger, consolidation, sale of assets, liquidation or reorganization (other than
a  merger,  consolidation  or  combination  in  which  the  Corporation  is  the
continuing  corporation and which does not result in its outstanding stock being
converted into or exchanged for different securities, cash or other property, or
any combination  thereof) which has been approved by Corporation's  stockholders
holding at least 50% of the voting stock,  or (ii) the first  purchase of Common
Shares  pursuant  to a tender  or  exchange  offer  (other  than an offer by the
Corporation any of its subsidiaries, any employee benefit plan maintained by the
Corporation, or any of its subsidiaries).

                  "Committee"  shall  mean the  Committee  on  Directors  of the
Board.
                  "Common   Shares"   shall  mean  the  Common   Shares  of  the
Corporation.
                  "Corporation" shall mean Phelps Dodge Corporation.
                  "Director"  shall mean any member of the Board  regardless  of
whether an Eligible Director.

                  "Disability"  shall mean the inability of an Eligible Director
to perform  his or her duties for a period of at least 180 days due to mental or
physical infirmity, as determined by the Corporation's policies.

                  "Eligible  Director"  shall  mean  a  Director  who  is not an
employee of the Corporation or any Subsidiary.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Fair  Market  Value"  shall mean the  average of high and low
prices  of a  Common  Share  on the  New  York  Stock  Exchange  on the  date of
determination  or, if no sale of Common Shares is recorded on such date, then on
the next preceding day on which there was such a sale.

                  "Grant" shall mean a grant of Units under Section 4.

                  "Subsidiary"  shall mean any  entity of which the  Corporation
possesses  directly  or  indirectly  fifty  percent  (50%) or more of the  total
combined voting power of all classes of stock of such entity.

                  "Termination" shall mean any termination (whether voluntary or
involuntary) of an Eligible Director's service as a Director.

                  "Unit" shall mean a contractual  obligation of the Corporation
to deliver a Common Share or pay cash based on the Fair Market Value of a Common
Share to an Eligible  Director  or the  beneficiary  or estate of such  Eligible
Director as provided herein.

Section 3.  Units
-----------------

                  (a) Unit  Awards.  On each  January  1 during  the term of the
Plan, each Eligible  Director  serving as a Director on such date who has been a
Director continuously since the prior November 15 shall be awarded 300 Units.

                  (b) Delivery of Common Shares.  Subject to the satisfaction of
the  vesting  requirements  set forth in Section 4 and except as provided in (c)
and (d) below,  all Common  Shares  that are  subject  to Units  credited  to an
Eligible  Director shall be delivered to such Eligible  Director and transferred
on the  books  of the  Company  as of the  effective  date  of  such  Director's
Termination.

                  (c)  Payment  Upon  Death.  In the  event  of the  death of an
Eligible Director prior to full  satisfaction of the Eligible  Director's rights
with respect to his or her Units,  the Corporation  shall pay to the beneficiary
designated by the Eligible  Director on a form provided by the Corporation,  or,
in the absence of such designation,  to the Eligible  Director's estate, cash in
an aggregate  amount equal to the product of (i) the number of Units standing to
such Eligible  Director's  credit at the time of Termination  multiplied by (ii)
the Fair Market Value of the date of Termination.

                  (d) Change in Control. Notwithstanding the foregoing, upon the
occurrence  of a Change  in  Control,  the  Corporation  shall  pay an  Eligible
Director  (or,  in the event of the death of an  Eligible  Director  following a
Change in Control,  the beneficiary or estate determined pursuant to (c) above),
not later than 30 days after the Change in Control occurs,  cash in an aggregate
amount equal to the product of (i) the number of Units credited to such Eligible
Director at the time of the Change in Control multiplied by (ii) the Fair Market
Value on the date of the Change in Control.

                  (e)  Satisfaction  of  Corporation's   Obligation.   Upon  the
delivery of a Common  Share (or the  payment of cash with  respect to a whole or
fractional  Common  Share)  pursuant  to the Plan,  the  corresponding  Unit (or
fraction thereof) shall be canceled and be of no further force or effect.

                  (f)  Dividend  Equivalents.  Whenever a dividend  other than a
dividend payable in the form of the Corporation's Common Shares is declared with
respect to the Corporation's  Common Shares,  the number of Units credited to an
Eligible  Director  shall be  increased  by the  number of Units  determined  by
dividing  (i) the product of (A) the number of Units  standing to such  Eligible
Director's  credit on the related dividend record date and (B) the amount of any
cash dividend  declared by the Corporation on a Common Share (or, in the case of
any dividend  distributable in property other than Common Shares,  the per share
value of such dividend,  as determined by the Corporation for purposes of income
tax  reporting)  by (ii) the Fair Market Value on the related  dividend  payment
date. In the case of any dividend  declared on the  Corporation's  Common Shares
which is payable in Common Shares, each Eligible Director shall be credited with
an  additional  number of Units  equal to the product of (i) the number of Units
standing to such Eligible  Director's credit on the related dividend record date
and  (ii)  the  number  of  Common  Shares   (including  any  fraction  thereof)
distributable as a dividend on a Common Share. 

Section 4. Vesting
-------------------

                  (a) Vesting Schedule.  One half of the Units awarded each year
pursuant to Section 3 (150  Units)  will be vested as of the date of Grant.  The
remainder of the Units  awarded each year (150 Units) will vest on the day after
the Annual  Meeting of  Shareholders  for such year provided  that, the Eligible
Director is serving as a Director on such date. Except as otherwise  provided in
(b) below,  any  unvested  Units  credited  to an  Eligible  Director as of such
Eligible Director's Termination shall be immediately canceled.

                  (b) Vesting upon Change in Control,  Death or  Disability.  In
the event of a Change in Control,  or an Eligible  Director's  Termination  as a
result  of death or  Disability,  all Units  credited  to an  Eligible  Director
pursuant to this Plan shall be immediately vested.

Section 5.  Adjustment for Corporate Transactions
-------------------------------------------------

                  In  the  event  that  any  recapitalization,   reorganization,
merger,  consolidation,  split-up,  spin-off,  combination,  exchange of shares,
warrants or rights offering to purchase  Common Shares at a price  substantially
below fair market  value,  or other similar event affects the Common Shares such
that an adjustment is required to preserve,  or to prevent  enlargement  of, the
benefits or potential  benefits made  available  under the Plan,  then the Board
shall adjust the number and kind of shares which thereafter may be awarded under
the  Plan  and the  number  of Units to be  granted  annually  to each  Eligible
Director under the Plan.

Section 6.  Administration
--------------------------

                  The Plan shall be  administered  by the Committee.  Subject to
the  provisions  of the Plan,  the  Committee  shall have  plenary  authority to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to it, and to  determine  the terms and  provisions  of the awards made
pursuant to the Plan and to make all other determinations necessary or advisable
for the  administration  of the Plan provided,  however,  that the Plan shall be
administered such that the transactions  contemplated hereunder will continue to
qualify for the exemptive relief available under Rule 16b-3 of the Exchange Act.

Section 7.  Amendment and Termination
-------------------------------------

                  The Board may suspend,  revise,  amend or discontinue the Plan
at any time;  provided that, no such action may materially and adversely  affect
any rights of an  Eligible  Director  under any Grant made  pursuant to the Plan
without such Director's  consent.  Unless the Board  otherwise  specifies at the
time of such  termination,  a  termination  of the  Plan  will not  result  in a
distribution  with  respect to the Units then  credited to an Eligible  Director
under the Plan.

Section 8. Effective Date of the Plan
--------------------------------------

                  The Plan  shall be  effective as of January 1, 1997, and shall
terminate as of December 31, 2006, unless extended by the Board or terminated at
an earlier date pursuant to Section 7 of the Plan.

Section 9.  Governing Law
-------------------------

                  The Plan shall be construed in all respects  under the laws of
the State of New York.

Section 10. General Provisions
------------------------------

                  (a) Nontransferable Grants. Grants made under the Plan may not
be assigned or transferred, in whole or in part, either directly or by operation
of law  (except  in the  event  of an  Eligible  Director's  death  by  will  or
applicable  laws of  descent  and  distribution),  including,  but not by way of
limitation, by execution, levy, garnishment,  attachment,  pledge, bankruptcy or
in any other manner,  and no such right or interest of any Eligible  Director in
the Plan  shall be subject  to any  obligation  or  liability  of such  Eligible
Director.

                  (b) No Right to Serve as a Director. The Plan shall not impose
any obligations on the Corporation to retain any Eligible Director as a Director
nor shall it impose  any  obligation  on the part of any  Eligible  Director  to
remain as a Director of the Corporation.

                  (c) No Right to Particular  Assets.  Nothing  contained in the
Plan and no action  taken  pursuant to the Plan shall  create or be construed to
create a trust of any kind or any fiduciary relationship between the Corporation
and any  Eligible  Director,  the  executor,  administrator  or  other  personal
representative or designated beneficiary of such Eligible Director, or any other
persons.  Any reserves that may be established by the  Corporation in connection
with Units granted under the Plan shall  continue to be treated as the assets of
the Corporation for Federal income tax purposes and remain subject to the claims
of the Corporation's  creditors. To the extent that any Eligible Director or the
executor,  administrator,  or other  personal  representative  of such  Eligible
Director,  acquires a right to receive any payment from the Corporation pursuant
to the Plan,  such  right  shall be no  greater  than the right of an  unsecured
general creditor of the Corporation.

                  (d) No Rights as Shareholder.  An Eligible Director shall have
no rights as a shareholder of the Corporation  with respect to any Units granted
pursuant to the Plan unless and until Common  Shares are  delivered  pursuant to
Section 3 above.

                  (e) Limitations on Liability. Neither the establishment of the
Plan nor any  modifications  thereof nor the  creation of any account  under the
Plan nor the  payment  of any  benefits  shall be  construed  as  giving  to any
participant or other person any legal or equitable right against the Corporation
(or any  person  connected  therewith)  except  as  provided  by law or any Plan
provision.  In no event shall the Corporation or any person connected  therewith
be liable to any person for the failure of any participant or other person to be
entitled to any  particular  tax  consequences  with  respect to the Plan or any
contribution thereto or any distributions therefrom.

                  (f)  Non-Exclusivity.  The  adoption  of the Plan by the Board
shall not be construed as creating any  limitations on the power of the Board to
adopt such other compensatory arrangements as it may deem desirable.

                  (g) No Limit on Corporate  Action.  The  existence of the Plan
and the Units granted  hereunder  shall not affect in any way the right or power
of the Board or the  shareholders  of the  Corporation  to make or authorize any
adjustment,   recapitalization,   reorganization   or   other   change   in  the
Corporation's capital structure or its business,  any merger or consolidation of
the Corporation,  any issue of bonds, debentures,  preferred or prior preference
stocks ahead of or affecting Common Stock, the dissolution or liquidation of the
Corporation or any sale or transfer of all or part of its assets or business, or
any other corporate act or proceeding.

                  (h) Listing of Common  Shares and Related  Matters.  If at any
time the Board shall determine in its discretion that the listing,  registration
or  qualification  of the Common  Shares  covered by the Plan upon any  national
securities  exchange  or under any  state or  federal  law,  or the  consent  or
approval of any  governmental  regulatory  body,  is necessary or desirable as a
condition  of, or in  connection  with,  the delivery of Common Shares under the
Plan,  no  Common  Shares  will be  delivered  unless  and until  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained,  or otherwise  provided for, free of any  conditions not acceptable to
the Board.

                  (i)  Severability of Provisions.  If any provision of the Plan
shall be held invalid or  unenforceable,  such  invalidity  or  unenforceability
shall not affect any other  provisions  hereof,  and the Plan shall be construed
and enforced as if such provision had not been included.

                  (j) Incapacity. Any benefit payable to or for the benefit of a
minor, an incompetent  person or other person  incapable of receipting  therefor
shall be  deemed  paid  when  paid to such  person's  guardian  or to the  party
providing or  reasonably  appearing to provide for the care of such person,  and
such payment shall fully discharge any liability or obligation of the Board, the
Corporation and all other parties with respect thereto.

                  (k) Headings and  Captions.  The headings and captions  herein
are provided for reference and convenience only, shall not be considered part of
the Plan, and shall not be employed in the construction of the Plan.