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                                                                   Exhibit 10.13


                           ADVISORY SERVICES AGREEMENT

This Advisory Services Agreement ("Agreement") is made and entered into by and
between Phelps Dodge Corporation, a New York corporation ("Company") and Douglas
C. Yearley ("Advisor").

WHEREAS, Advisor is currently employed by the Company and has informed Company
of his intent to retire from the Company, and as Chairman of its Board of
Directors, as of May 3, 2000; and

WHEREAS, Company desires, to the extent practicable, to retain and secure for
its benefit the experience, abilities, knowledge, and services of Advisor after
his retirement; and

WHEREAS, Advisor has extensive personal and specialized knowledge and skill in
the management of multinational mining and related corporations, and the Company
wishes to engage Advisor to perform services within his area of expertise.

NOW, THEREFORE, in consideration of the premises, the mutual promises set forth
below, and such other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, Company and Advisor
agree as follows:

         1.       Advisory Services. The Advisor, as an independent contractor,
                  shall render the advisory services described in this Section 1
                  for the period beginning on May 4, 2000 and ending on May 3,
                  2003, (the "Advisory Period"). During the Advisory Period, the
                  Advisor will provide such advisory services concerning the
                  business affairs and management of the Company as may be
                  requested by the Company's Board of Directors or the Chief
                  Executive Officer, but shall not be required to devote more
                  than 30 hours each month to such requested services. Advisor
                  shall perform any services requested under this Agreement
                  without Company's direct supervision, and Advisor shall have
                  complete discretion about when, where, and how the services
                  are to be performed. If at anytime during the Advisory Period,
                  the Advisor engages in full-time employment, outside of those
                  services provided to Company, the Advisor shall be deemed to
                  be in breach of this Section 1 (unless such full-time
                  employment consists of the Advisor providing services to one
                  or more (i) charitable or nonprofit organizations or (ii)
                  family-owned corporations, trusts, or partnerships), in which
                  case the term of the Advisory Period shall terminate and the

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                  Company shall have no further obligations under this Agreement
                  other than with respect to earned and unpaid fees and
                  benefits. Company and Advisor acknowledge and agree, subject
                  to Section 7 of this Agreement, that during the Advisory
                  Period the Advisor may provide other than full-time services
                  to third parties (including serving as a member of the Board
                  of Directors of any such party).

         2.       Compensation. During the Advisory Period, the Advisor shall be
                  entitled to receive a fee in the amount of $20,833.33 per
                  month for each month during such period. Such fee shall be
                  payable for each such month whether or not Advisor is called
                  upon for advising during any particular month or months. In
                  addition, Advisor shall be entitled to the benefits described
                  in Section 3 hereof. In the event the Advisor dies or becomes
                  Disabled (as defined in the next sentence) during the Advisory
                  Term, no advisory fees shall be payable for any month after
                  the month the Advisor dies or becomes Disabled. Advisor shall
                  be deemed to be Disabled for purposes of this Agreement Letter
                  if the Corporation determines in good faith that he is no
                  longer able to perform his advisory duties under this
                  Agreement Letter because of a mental or physical illness which
                  is determined to be total and permanent by a physician
                  selected by the Corporation and acceptable to the Advisor or
                  his legal representative (such agreement as to acceptability
                  not to be withheld unreasonably).

         3.       Fringe Benefits. The Advisor shall be entitled during the
                  Advisory Period and at Company's expense to an annual
                  executive physical examination similar to such examinations
                  available to other executives of the Company. During the
                  Advisory Period, the Company shall continue to pay on behalf
                  of the Advisor monthly dues and other charges in connection
                  with existing or current corporate memberships in clubs (as of
                  the date this Agreement is signed), so as to facilitate the
                  Advisor's ability to perform the services contemplated by this
                  Agreement and appropriately represent the Company in the
                  business community. During the advisory period, Advisor shall
                  be eligible to receive personal financial counseling, tax
                  preparation, and estate planning benefits on terms comparable
                  to those enjoyed by him prior to retirement, provided however,
                  that the maximum financial counseling fees that the
                  Corporation will be obligated to pay in any calendar year will
                  be $15,000. The terms of this Agreement shall not be extended
                  except by a separate written agreement of the parties.

         4.       Expenses. The Company, upon receipt of adequate supporting
                  documentation, shall reimburse the Advisor

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                  for reasonable expenses incurred by him in providing the
                  requested services to the Company, subject to the Company's
                  usual expense reimbursement policies, which may be amended
                  from time to time. The Company shall provide for limited
                  availability of any Company airplanes for the use of Advisor
                  in performing those advisory services requested of him. Such
                  availability will acknowledge the priority and pre-emptive
                  scheduling of such aircraft for ongoing business purposes, and
                  will be at the direction of the Chief Executive Officer.

         5.       Independent Contractor Relationship. In providing the
                  requested services under this Agreement, Advisor acknowledges
                  and agrees that he will be serving as an independent
                  contractor. The Company and the Advisor agree that he shall
                  have no obligation to work any particular schedule and the
                  Company has no right to control or direct the details, manner,
                  or means in which the Advisor provides his advisory services.
                  Other than provided in this Agreement, the Company is not
                  obligated to provide to Advisor any other employee benefit or
                  compensation, whether retirement, welfare or otherwise, during
                  the Advisory Period, and is not liable for any employment tax
                  or withholding tax obligations in relation to the fees and
                  benefits paid hereunder. Advisor shall be solely responsible
                  for all income and other tax obligations in connection with
                  the services performed and payments received under this
                  Agreement. As an independent contractor, Advisor shall not be
                  eligible to participate in any employee benefit plans (as such
                  term is defined in the Employee Retirement Income Security Act
                  of 1974, as amended), sponsored by Company or any of its
                  affiliates. The Company will provide Advisor with office space
                  when working from the corporate headquarters, direct office
                  support, and supplies as required to perform the services
                  contemplated by this Agreement.

         6.       Termination for Cause. The Company may terminate this
                  Agreement and all of the Company's obligations hereunder
                  (other than fees and benefits accrued through the date of
                  termination) by action of the Company's Board of Directors, or
                  a committee thereof, because of the Consultant's conviction
                  (treating a nolo contendere plea as a conviction) of a felony
                  (whether or not any right to appeal has been or may be
                  exercised) or willful refusal without proper cause to perform
                  his obligations under this Agreement or because of Advisor's
                  breach of any of the covenants provided for in Sections 7, 8
                  or 9 below.

         7.       Noncompetition Agreement. During the Advisory Period and for a
                  period of two years after the termination
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                  thereof, the Advisor covenants that he shall not, without the
                  written consent of the Company, directly or indirectly be
                  employed or retained by, or render any services for, or be
                  financially interested in, any firm or corporation engaged in
                  any business which is competitive with any business in which
                  the Company or any of its affiliates may have been engaged
                  during the period of his employment or the Advisory Period.
                  The foregoing restriction shall not apply to the purchase by
                  the Advisor of not to exceed 5% of the outstanding shares of
                  the capital stock of any corporation whose securities are
                  listed on any national securities exchange.

         8.       Loyalty Commitments. During and after the Advisory Period or
                  any time thereafter: (i) the Advisor covenants that he shall
                  not disclose any confidential information about the affairs of
                  the Company or any of its affiliates; and (ii) the Advisor
                  covenants that he shall not, without the prior written consent
                  of the Company, induce or attempt to induce any employee or
                  agency representative of the Company or any affiliate to leave
                  the employment or representation of the Company or such
                  affiliate.

         9.       Ownership of Work Product. The Advisor acknowledges that
                  during the term of his employment and the Advisory Period, he
                  may conceive of, discover, invent or create inventions,
                  improvements, new contributions, literary property, material,
                  ideas and discoveries, whether patentable or copyrightable or
                  not (all of the foregoing being collectively referred to
                  herein as "Work Product"), and that various business
                  opportunities shall be presented to him by reason of his
                  relationship to the Company. The Advisor acknowledges and
                  agrees that all of the foregoing shall be owned by and belong
                  exclusively to the Company and that he shall have no personal
                  interest therein, provided that they are either related in any
                  manner to the business (commercial, research and development,
                  or experimental) of the Company, or are, in the case of Work
                  Product, conceived or made on the Company's time or with the
                  use of the Company's facilities or materials, or, in the case
                  of business opportunities, are presented to him for the
                  possible interest or participation of the Company.

         10.      Specific Remedy. In addition to such other rights and remedies
                  as the Company may have at equity or in law with respect to
                  any breach of this Agreement, if the Advisor commits a
                  material breach of any of the provisions of Sections 7, 8, or
                  9, the Company shall have the right and remedy to have such
                  provisions specifically enforced by any court of competent

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                  jurisdiction, it being acknowledged and agreed that any such
                  breach or threatened breach will cause irreparable injury to
                  the Company and that money damages will not provide Company an
                  adequate remedy.

         11.      Notices. Where there is provision therein for the delivery of
                  written notice to either of the parties, such notice shall be
                  deemed to have been delivered for the purposes of this
                  Agreement when delivered in person or placed in a sealed,
                  postpaid envelope addressed to such party and mailed by
                  certified mail, return receipt requested to:

                  Douglas C. Yearley                 Attn: Corporate Secretary
                  c/o Irene Mueller                  Phelps Dodge Corporation
                  Phelps Dodge Corporation           2600 N. Central Avenue
                  2600 N. Central Avenue             Phoenix, AZ  85004-3014
                  Phoenix, AZ 85004-3014

         12.      Arbitration. Any controversy arising from or related to the
                  Agreement, other than those addressed in Section 10, shall be
                  determined by arbitration in the City of Phoenix, Arizona, in
                  accordance with the rules of the American Arbitration
                  Association, and judgment upon any such determination or award
                  may be entered in any court of competent jurisdiction. In the
                  event of any arbitration between the Advisor and the Company
                  related to the Agreement, if the Advisor shall be the
                  successful party the Company will indemnify and reimburse the
                  Advisor from and against any reasonable legal fees, costs, and
                  expenses incurred in such arbitration.

         13.      Separability of Provisions. The terms of this Agreement shall
                  be considered to be separate from each other, and in the event
                  any shall be found to be invalid, it shall not affect the
                  validity of the remaining terms.

         14.      Binding Effect and Assignment. This Agreement shall be binding
                  upon and inure to the benefit of (i) the Company, and its
                  successors and assigns; and (ii) the Advisor, his personal
                  representatives, heirs and legatees. The performance of the
                  services contemplated by this Agreement is personal to
                  Advisor, and his obligation to perform these services is not
                  assignable.

         15.      Entire Agreement. This Agreement constitutes the entire
                  agreement between the parties and supersedes and revokes any
                  and all prior oral or written understandings between the
                  parties relating to the services to be provided hereunder. The
                  Agreement may not be changed orally, but only by a written
                  document signed by the party against whom enforcement of any

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                  waiver, change, modification, extension or discharge is
                  sought.

         16.      Governing Law. This Agreement shall be governed by and
                  construed and enforced in accordance with the substantive laws
                  of the State of Arizona applicable to agreements made and to
                  be performed entirely in Arizona.

         17.      Change of Control. In the event of a "Change of Control" (as
                  that term is defined by the Company's Change of Control
                  Agreements in effect as of the effective date of this
                  Agreement) Advisor shall have the right to terminate this
                  Agreement, effective as of the first day of the calendar month
                  following a Change of Control. In the event of such voluntary
                  termination by Advisor, the rights, duties, and obligations of
                  the parties under this Agreement shall terminate as of such
                  date; provided that the Company shall pay Advisor for all
                  services rendered and costs incurred through the date of
                  termination.

         18.      Amendment. This Agreement can not be amended or modified in
                  any respect unless such amendment or modification is evidenced
                  by a written instrument executed by both parties hereto.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 25th
day of April, 2000, to be effective as of May 4, 2000.



                                            PHELPS DODGE CORPORATION

                                            By: /s/ J. Steven Whisler

                                            Chief Executive Officer






                                            Douglas C. Yearley