EXHIBIT 10.9


                                SECOND AMENDMENT
                                     TO THE
                            PHELPS DODGE CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN


     Effective as of January 1, 1997, Phelps Dodge Corporation (the "Company")
adopted the Phelps Dodge Corporation Supplemental Retirement Plan (the "Plan")
as an amendment and restatement of the Comprehensive Executive Non-qualified
Retirement and Savings Plan of Phelps Dodge Corporation. The Plan was
subsequently amended on one occasion. By the adoption of this Second Amendment,
the Company further amends the Plan as follows:

     1. The provisions of this Amendment shall be effective as of January 1,
1999. Except as otherwise noted below, the Plan, as amended by the First
Amendment, shall remain in full force and effect.

     2. Appendix A of the Plan is hereby amended and restated in its entirety in
the form attached hereto. In the future, Appendix A may be updated to list
additional Special Benefit Agreements without the necessity of formally amending
Appendix A but pursuant to such procedures as the Plan Administrator may approve
from time to time.

     IN WITNESS WHEREOF, PHELPS DODGE CORPORATION has caused this Second
Amendment to be executed as of this 15th day of June 1999.

                                                 PHELPS DODGE CORPORATION

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


                                   Appendix A

     The Company may enter into "Special Benefit Agreements" with individuals
who satisfy the eligibility standards of Section 3.1 (Selection of Participants)
which provide such individuals with benefits from the Plan on some basis other
than pursuant to the generally applicable provisions of the Plan. All such
Special Benefit Agreements shall be set forth in writing and shall be signed by
a duly authorized officer of the Company pursuant to such procedures as may be
established from time to time by the Board or the Plan Administrator. If any
provision of this Plan conflicts with a provision included in a Special Benefit
Agreement, the provision of the Special Benefit Agreement shall control.

     The following Special Benefit Agreements have been entered into:

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

2.   Letter agreement between Edson L. Foster and the Company dated January 27,
     1988.

3.   Letter agreement between Dr. Patrick J. Ryan and the Company dated January
     27, 1988.

4.   Letter agreement between G. Robert Durham and the Company dated March 1,
     1989.

5.   Letter agreement between William C. Tubman and the Company dated November
     1, 1989.

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

7.   Agreement and General Release between Julio Bague and Phelps Dodge
     International Corporation, made as of September 8, 1993.

8.   Agreement and General Release between Herbert Dunham and Phelps Dodge
     Mining Company made as of June 1, 1994.

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

10.  Retirement Agreement and General Release between Henry W. Konerko and the
     Company dated August 11, 1998.

11.  Retirement Agreement and General Release between Richard W. Rice and the
     Company dated December 31, 1998 by Mr. Rice and December 28, 1998 by the
     Company.

12.  Agreement, General Release and Covenant Not to Sue between George M. Meseha
     and Phelps Dodge Copper Products Co. dated December 31, 1998 by Mr. Meseha
     and January 11, 1999 by Phelps Dodge Copper Products Co.

13.  Agreement and General Release between Thomas M. St. Clair and the Company
     dated June 15, 1999.

14.  Agreement and General Release between Roger Weadock and the Phelps Dodge
     Magnet Wire Company dated December 11, 1998 by Mr. Weadock and November 9,
     1998 by Phelps Dodge Magnet Wire Company.