##### 



Exhibit 10.14

(LOGO)

___________________, 2003

Phelps Dodge Corporation

Award of Restricted Stock

Dear :

Phelps Dodge Corporation (the Company) is pleased to confirm to you that
at a meeting held on
                
           , 2003 (Grant Date), the Compensation
and Management Development Committee of the Board of Directors of Phelps Dodge
Corporation (the Committee) awarded you
          shares of Restricted Stock of
the Company pursuant to the 2003 Stock Option and Restricted Stock Plan (the
Plan).

This letter will confirm the following agreement between you and the
Company pursuant to the Plan. Capitalized terms used herein that are not
defined in the Award of Restricted Stock letter shall have the meanings
assigned to such terms in the Plan. This award of Restricted Stock is subject
to the terms and conditions of the Plan, as supplemented by this letter.

1.     Restriction on Transfer. Except as provided in paragraphs 3 and 4
below, the shares of Restricted Stock awarded to you hereunder may not be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered until the
lapse of the applicable Restricted Period for these shares as set forth in
subparagraphs 1. a., 1. b., and 1. c. below.



| | a. |  | The Restricted Period for 25% of the shares of
Restricted Stock issued pursuant to this award shall lapse on
the third anniversary date of the Grant Date.              
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | The Restricted Period for an additional 25% of
the shares of Restricted Stock issued pursuant to this award
shall lapse on the fifth anniversary date of the Grant Date.
|
| | c. |  | The Restricted Period for the remaining 50% of
the shares of Restricted Stock issued pursuant to this award
shall lapse on the tenth anniversary date of the Grant Date.

Notwithstanding the foregoing, if the Restricted Period for any shares of
Restricted Stock would lapse during any blackout period as defined in Section
306(a)(4) of the Sarbanes-Oxley Act of 2002, then, unless otherwise determined
by the





---



##### 



Committee, the Restricted Period for such shares shall not lapse until the
first day following the expiration of such blackout period.

2.     Forfeiture of Restricted Stock. Except as provided in paragraph 3
below, if your employment with the Company and its Subsidiaries terminates
prior to the end of any applicable Restricted Period for any reason including,
without limitation, any termination by you or by the Company in its absolute
discretion, your shares of Restricted Stock, for which the applicable
Restricted Period has not lapsed, shall revert back to the Company without any
payment to you and you shall cease to have any rights with respect to such
shares of Restricted Stock. In the case of such reversion, such shares shall
be retransferred to the Company by means of the stock power referred to in
paragraph 5 below.

3.     Death, Disability or Retirement. If your employment with the Company
and its Subsidiaries terminates by reason of your death, your Disability or
your Retirement (except for a termination occurring within six months of the
Grant Date on account of your Disability or Retirement), any Restricted Period
still in effect shall lapse upon your termination of employment.

4.     Change of Control. Any Restricted Period still in effect shall lapse
in the event that, on or after the date six months after the Grant Date, a
Change of Control occurs.

5.     Rights as a Shareholder. Subject to the provisions of paragraph 7
below, you shall have all the rights of a holder of Common Shares with respect
to your Restricted Stock, including the right to vote the shares and to receive
dividends. Notwithstanding the foregoing, your Restricted Stock shall be held
by the Company prior to the lapse of the applicable Restricted Period and you
shall deliver to the Company a stock power executed in blank in such form as
the Company shall determine.

6.     Administration. The Plan is administered by the Committee and any
interpretation or construction of the Plan or this letter by the Committee, and
any determination made by the Committee pursuant to the Plan or this letter,
shall be conclusive and binding on the Company, you and any other interested
party.

7.     Conversion and Property Distributions. In the event your Restricted
Stock is exchanged for or converted into securities other than Common Shares or
in the event that any distribution is made with respect to such Restricted
Stock either in Common Shares or in other property or by way of an
extraordinary cash dividend, the securities or other property or cash that you
receive shall be subject to the same restrictions as apply to your Restricted
Stock, including those provided by the last sentence of paragraph 5 above.

8.     Withholding. You shall be required to pay, as a condition of receiving
a share certificate without legend, any applicable federal, state or local tax
withholding requirements, which, if the Committee shall permit, may be
satisfied by the withholding of shares of Restricted Stock with respect to
which the Restricted Period has lapsed, subject to such terms and conditions as
the Committee shall impose.

2



---



##### 



9.     Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of New York.

Please sign one of the two copies of this letter where indicated below and
the attached Stock Power and return them to Linda Lewis, Manager, Executive
Compensation (Phelps Dodge Corporation, One North Central Avenue, Phoenix, AZ
85004) at your earliest convenience. Please retain the other copy of this
letter for your records.

| |  |                          |  |                      
| |  | ------------------------ |  | ---------------------
| |  | PHELPS DODGE CORPORATION
| |  |                          |  |                      
| |  | By:                      |  |                      
| |  |                          |  |                      
| |  |                          |  | Senior Vice President

|                       
|-----------------------
|ACCEPTED AND AGREED TO:
|                       
|                       
|                       
|Date:                  
|                       
|                       

3