Exhibit 10.2     FIRST AMENDMENT (the “Amendment”) to the Change of Control Agreement (the“Agreement”) dated as of                         , 200  , by and between [                    ] (the“Executive”) and Phelps Dodge Corporation, a New York corporation (the“Corporation”), dated as of                         , 2006. Terms used without definition herein shall havethe respective meanings set forth in the Agreement.     WHEREAS, the Corporation entered into the Agreement with the Executive to enhance the bestinterests of the Corporation and provide value to its shareholders by minimizing the risk of thedeparture or distraction of the Executive to the detriment of the Corporation and its shareholdersin the context of a potential or actual Change of Control;     WHEREAS, the Corporation expects to enter into a definitive agreement dated on or about June25, 2006 (the “Combination Agreement”) pursuant to which the Corporation will combine withInco Limited 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 Agreement; and     WHEREAS, pursuant to and in accordance with Section 11(g) of the Agreement, the Corporationand the Executive have determined that, in light of and subject to the consummation of theTransaction, it is in the mutual best interests of the Corporation, its shareholders and theExecutive to amend the Agreement to reduce certain of the Executive’s rights and entitlements underthe Agreement 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 of the Transaction). In the event that the Combination Agreement isterminated prior to the occurrence of the Effective Time or if the Effective Time does nototherwise occur on or prior to January 1, 2007, this Amendment shall be null and void *abinitio*and shall have no force 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 Agreement.
 

 
2. The first paragraph of Section 1 of the Agreement is hereby amended to delete all sentencesfollowing the first sentence thereof.3. Section 5 of the Agreement is hereby amended to replace subsection (d) thereunder with thefollowing new subsection (d): “(d) GOOD REASON. For purposes of this Change of ControlAgreement, the term “Good Reason” means that you have terminated youremployment with the Corporation and all subsidiaries of the Corporation onaccount of one or more of the following events (and you have not agreed tosuch event in writing): (i) a material reduction in the duties andresponsibilities you held immediately prior to such Change of Control; (ii) a reduction by the Corporation or anysubsidiary of the Corporation in your base salary or your target bonusopportunity under the Corporation’s Annual Incentive Compensation Plan(or any successor plan thereto) as in effect immediately prior to suchChange of Control; (iii) a material reduction in the aggregate levelof benefits from those provided to you immediately prior to the Changeof Control under the Corporation’s employee benefit plans andprograms, not taking into account any reduction that is generallyapplicable to all employees eligible to participate in any such planor program; or (iv) the Corporation’s or any subsidiary’srequiring you to be based anywhere other than a location within 50miles of your location immediately prior to such Change of Control.”4. The remaining provisions of the Agreement shall remain in full force and effect.5. Miscellaneous (a) Employment at Will. This Amendment shall neither obligate the Corporation orany subsidiary of the Corporation to continue you in its employ (or to employ you inany particular office or to perform any specified responsibility) nor obligate you tocontinue in the employ of the Corporation or any subsidiary of the Corporation. (b) Successors. This Amendment shall be binding upon and inure to the benefit ofthe Executive, the Executive’s estate and the Corporation and any successor of theCorporation, but neither this Amendment nor any rights arising hereunder may beassigned or pledged by you.
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 (c) Governing Law. This Amendment shall be governed by the laws of the State of NewYork. (d) Severability. If any provision of this Amendment as applied to either party orto any circumstances shall be adjudged by a court of competent jurisdiction to be voidor unenforceable, the same shall in no way affect any other provision of this Amendmentor the validity or enforceability of this Amendment. (e) Confidentiality. The Executive hereby agrees that he or she will not discloseto any person or entity (other than to his or her personal legal advisor on aneed-to-know basis), the nature and content of any negotiations, discussions,presentations or other communications with respect to this Amendment or, prior to thepublic disclosure of this Amendment by the Corporation, the existence or the terms andconditions of this Amendment.          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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