Exhibit 10.10

                                 FIRST AMENDMENT
                                     TO THE
                            PHELPS DODGE CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN

     Effective as of January 1, 1997,  Phelps Dodge  Corporation (the "Company")
adopted the Phelps Dodge Corporation  Supplemental  Savings Plan (the "Plan") as
an amendment  and  restatement  of the  Supplemental  Savings  provisions of the
Comprehensive Executive Nonqualified Retirement and Savings Plan of Phelps Dodge
Corporation.

     By this First  Amendment,  the Company  intends to amend the Plan to change
certain election provisions of the Plan.

     1. The provisions of this First  Amendment shall be effective as of January
1, 1999 unless otherwise  specified below. This First Amendment shall amend only
the  provisions  of the Plan as set  forth  herein,  and  those  provisions  not
expressly amended hereby shall be considered to remain in full force and effect.

     2.  Section 3.3 of the Plan is hereby  amended and restated in its entirety
to provide as follows:

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
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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 one (1)
year 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.  Section  8.1(a)  of the Plan is  hereby  amended  and  restated  in its
entirety to provide as follows:

          (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
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     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 case of death) shall be
     postponed to the extent  necessary to honor such election.  Notwithstanding
     any other provision of this Section 8.1(a) to the contrary,  in the event a
     Participant terminates employment with the Company and all Affiliates,  and
     is subsequently  rehired by the Company or any of its Affiliates within the
     same Plan Year, then the Participant  shall not be eligible,  on account of
     that termination, for a distribution pursuant to Section 8.1(a) (except for
     a  distribution  or  withdrawal  of amounts  pursuant  to Article V and the
     distribution  of amounts  pursuant to Section  8.1(b)).  This  distribution
     restriction in the event of a rehire applies whether or not the Employee is
     rehired within a classification  eligible for participation in the Plan, or
     is otherwise excluded from Plan participation pursuant to Section 3.1.

     4.  Section 8.2 of the Plan is hereby  amended and restated in its entirety
to provide as follows:

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 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.
Notwithstanding any
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provision of this Plan to the  contrary,  if the value of all  benefits  payable
pursuant  to  this  Plan  to  a  Participant  or  any   Beneficiary,   upon  the
Participant's  termination of employment or death, amounts to the sum of $10,000
or  less,  the  Plan  Administrator,  regardless  of any  elections  made by the
Participant,  shall  direct  the  Trustee to pay the  benefits  in the form of a
single lump sum distribution.

     IN  WITNESS  WHEREOF,  PHELPS  DODGE  CORPORATION  has  caused  this  First
Amendment to be duly executed as of this day of _____________ 1999.


                                        PHELPS DODGE CORPORATION


                                        By:
                                            ------------------------------------
                                            Vice President, Human Resources