Exhibit 10.8     FIRST AMENDMENT (the “Amendment”) to the various Restricted Stock Award Agreements(the “RS Agreements”) by and between [                    ] (the “Executive”) and PhelpsDodge Corporation, a New York corporation (the “Corporation”), dated as of July    , 2006.Terms used without definition herein shall have the respective meanings set forth in the applicableRS Agreement or the Corporation’s 2003 Stock Option and Restricted Stock Plan (the “Plan”).     WHEREAS, the Corporation has granted awards of Restricted Stock to the Executive pursuant tothe Plan or a predecessor plan (as evidenced by the RS Agreements) for the purpose of incentivizingthe Executive to improve the performance of the Corporation and create value for its shareholders;     WHEREAS, each share of Restricted Stock is governed by the terms of the applicable RSAgreement and the Plan;     WHEREAS, the Corporation has entered into a definitive agreement dated as of June 25, 2006(the “Combination Agreement”) pursuant to which the Corporation will combine with IncoLimited pursuant to a plan of arrangement under the laws of Canada (the “Transaction”);     WHEREAS, the consummation of the Transaction will constitute a Change of Control for purposesof the RS Agreement and the Plan; and     WHEREAS, pursuant to and in accordance with Section 7 of the Plan, the Corporation and theExecutive have determined that, in light of and subject to the consummation of the Transaction, itis in the mutual best interests of the Corporation, its shareholders and the Executive to amend theRS Agreements to modify certain of the Executive’s rights and entitlements under the RS Agreementsand the Plan and to make the other changes set forth in this Amendment.AMENDMENT     NOW THEREFORE, in consideration of the premises and the mutual covenants and promisescontained herein and for other good and valuable consideration, the Corporation and the Executivehereby agree as follows:1. This Amendment shall be effective as of the Effective Time (as such term is defined in theCombination Agreement). In the event that the Combination Agreement is terminated prior tothe occurrence of the Effective Time or if the Effective Time does not otherwise occur on orprior to January 1, 2007, this Amendment shall be null and void *ab initio*and shall have noforce or effect.The parties hereto acknowledge and agree that the Amendment shall apply solely with respectto the Transaction and shall not apply with respect to any other transaction (including,without limitation, any transaction that is consummated subsequent to the Transaction) that,if consummated, would constitute a Change of Control for purposes of the RS Agreements andthe Plan.
 

 
2. Section 3 of each RS Agreement is hereby amended by deleting the following phrases as may beapplicable “(except for a termination occurring within 6 months of the Grant Date on accountof your Disability or Retirement),” “(except for a termination occurring within 6 months ofthe Grant Date on account of your Disability),” and “(except for a termination that occurswithin 6 months of the Grant Date)”.3. Section 4 of each RS Agreement is hereby deleted in its entirety and replaced by thefollowing new Section 4:     “4. Change of Control. In the event your employment with the Corporation or any Subsidiaryterminates by reason of a Qualifying Termination (as defined below) within two years of a Change ofControl (as defined below) of the Corporation, any Restricted Period still in effect shall lapse.     For purposes of this award:     A “Change of Control” shall have the meaning set forth in the Plan.     A “Qualifying Termination” means a termination of your employment with the Corporation or anySubsidiary of the Corporation (under circumstances where you are no longer employed by the Companyor any Subsidiary) (i) by you for Good Reason (as defined below), (ii) by the Corporation or aSubsidiary without Cause )(as defined below) and (iii) prior to your death, Disability orRetirement.          a. Cause. For purposes of the definition of Qualifying Termination, “Cause” shall meanwillful misconduct in the performance of your duties which results in a material detriment to theCorporation, and is subsidiaries, taken as a whole.     b. Good Reason. For purposes of the definition of Qualifying Termination, “GoodReason” means a termination by you of your employment with the Corporation and itsSubsidiaries on account of one or more of the following events (and you have not agreed tosuch event in writing):     (i) a material reduction in the duties and responsibilities held by youimmediately prior to such Change of Control;     (ii) a reduction by the Corporation or any Subsidiary of your base salary ortarget bonus opportunity under the Corporation’s Annual Incentive Compensation Plan(or any successor plan thereto) as in effect immediately prior to such Change ofControl;     (iii) a material reduction in the aggregate level of benefits from thoseprovided to you immediately prior to the Change of Control under the Corporation’semployee benefit plans and programs, not taking into account any reduction that isgenerally applicable to all employees eligible to participate in any such plan orprogram; or
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     (iv) the Corporation’s or any Subsidiary’s requiring you to be based anywhereother than a location within 50 miles of his or her location immediately prior tosuch Change of Control.”4. The remaining provisions of each RS Agreement shall remain in full force and effect.5. Confidentiality. The Executive hereby agrees that he or she will not disclose to any personor entity (other than to his or her personal legal advisor on a need-to-know basis), thenature and content of any negotiations, discussions, presentations or other communicationswith respect to this Amendment or, prior to the public disclosure of this Amendment by theCorporation, the existence or the terms and conditions of this Amendment.6. Governing Law. This Amendment shall be governed by the laws of the State of New York.          IN WITNESS WHEREOF, the Corporation has duly executed this Amendment by its authorizedrepresentative and the Executive has hereunto set [his] [her] hand, in each case as of the date ofthis Amendment.         PHELPS DODGE CORPORATION            By:                    Name:      Title:           EXECUTIVE:                 Name:      Title:  
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