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                                                                   Exhibit 10.15

                          WAIVER AND RELEASE AGREEMENT

      This Waiver and Release Agreement ("Agreement") is entered into by and
between Phelps Dodge Corporation ("Company") and Manuel J. Iraola ("Iraola").
This Agreement is entered into for the purpose of providing Company with
protection against any claims by Iraola.

      WHEREAS, Company and Iraola have entered into that certain Retirement
Agreement, dated the 6th day of March, 2002; and

      WHEREAS, among other things, the Retirement Agreement provides that
Company will pay Iraola certain special pay and benefits as a result of Iraola's
retirement from the Company; and

      WHEREAS, pursuant to the terms and conditions of the Retirement Agreement,
the Company's payment of any such special pay and benefits to Iraola, and all
other obligations of the parties under the Retirement Agreement, are
specifically contingent on Company and Iraola executing and delivering this
Agreement.

      NOW THEREFORE, in consideration of the obligations set forth in the
Retirement Agreement, the payment of the special pay and benefits described
therein, and such other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged by the parties, Company and Iraola
agree as follows:

      1.    Consideration for Agreement. Iraola acknowledges and agrees that the
            payment of the special pay and benefits as provided for under the
            terms and conditions of the Retirement Agreement are fair and
            adequate consideration for this waiver, release, agreement not to
            sue, and other obligations of Iraola under this Agreement. Iraola
            acknowledges and agrees that the special pay and benefits to be
            provided under the terms and conditions of the Retirement Agreement
            are not required by Company policy and that Iraola is not otherwise
            entitled to the receipt of any such special pay and benefits.

      2.    Waiver and Release. Iraola agrees not to bring any suit or claim
            against the Company or any of its related entities or individuals
            with respect to any matter, including those related to his
            employment with the Company or his retirement from the Company.
            Therefore, Iraola, for himself and his heirs, executors,
            administrators, representatives, agents, and assigns, forever
            releases the Company and its parents, subsidiaries, successors,
            predecessors, and affiliated entities, and their officers,
            directors, agents, employees, shareholders, attorneys, and
            representatives, from any and all claims, demands, liabilities,
            obligations, suits, charges, actions, and causes of action, whether
            known or unknown, past or present, accrued or not accrued, as of the
            date Iraola signs this Agreement. The items released
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            include, but are not limited to, matters relating to or arising out
            of his employment or retirement from the Company. Some examples of
            items released are claims under federal, state, or local laws, such
            as the Age Discrimination in Employment Act, as amended; Title VII
            of the Civil Rights Act of 1964, as amended; the Employee Retirement
            Income Security Act of 1974, as amended; the Americans with
            Disabilities Act, the Family and Medical Leave Act, the Arizona
            Civil Rights Act (or any similar statute of any other jurisdiction
            that may be applicable in this case), any common law, tort, or
            contract claims, and any claims for attorneys' fees and costs. This
            provision, of course, does not affect Iraola's rights, if any, to
            benefits under the Company's benefit plans in accordance with the
            terms of those plans, or to make a complaint to any state or federal
            agency with respect to issues related to his employment with the
            Company.

      3.    Agreement not to Challenge. Iraola agrees not to challenge this
            Agreement. If he attempts to do so, he must first return to the
            Company all of the pay and benefits he received as consideration for
            entering into this Agreement within 14 days of the Company's written
            demand for payment. Notwithstanding any other provision of this
            Paragraph 3 to the contrary, the parties acknowledge and agree that
            Iraola's rights to challenge the validity of this Agreement under
            the ADEA, as amended by the Older Workers Benefit Protection Act,
            including any challenge of the knowing and voluntary nature of this
            Agreement, are not otherwise affected by the above provisions of
            this Paragraph 3 or any other provision of this Agreement. Company
            and Iraola acknowledge and agree that Iraola is not required to
            return or tender back any consideration received for this Agreement
            in the event he brings a claim challenging the validity of this
            Agreement under the ADEA, as amended. In the event Iraola
            successfully challenges the validity of this Agreement and prevails
            on the merits of any ADEA claim, the Company is entitled to set-off,
            recoupment, or restitution against any consideration paid Iraola
            under this Agreement or the Retirement Agreement to the extent of
            the consideration paid or the damages awarded, whichever is the
            lesser.

      4.    Consultation with an Attorney. Iraola has been advised by the
            Company to talk with an attorney of his choice before signing this
            Agreement. He has been given a period of at least 21 days to
            consider this Agreement, and he has had an opportunity to talk with
            an attorney about this Agreement.

      5.    Revocation of Agreement. Iraola may revoke this Agreement. Iraola
            may do so during the seven calendar days after the date he signs it.
            The Agreement will not become effective until the eighth calendar
            day after Iraola signs it. If Iraola wishes to revoke the Agreement,
            he must do so in writing and his written notice of revocation must
            be sent to David L. Pulatie ("Pulatie"), Senior Vice President,
            Human Resources, Phelps


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            Dodge Corporation, One North Central Avenue, Phoenix, AZ 85004. To
            be effective, Pulatie must receive the revocation of the Agreement
            during the seven calendar days after the day Iraola signs it.

      6.    Understanding of Purpose. Iraola has carefully considered his
            obligations as stated in this Agreement and agrees that the
            restrictions contained in this Agreement are fair and reasonable and
            are reasonably required for the Company's protection. Iraola has
            carefully read this Agreement, he has had an opportunity to ask
            questions about it, he understands it, and he agrees to all of its
            provisions. Iraola understands that by signing this Agreement, he
            agrees not to sue or bring any claim against the Company or any
            other entity or person he has released from claims. Iraola has made
            this Agreement voluntarily and without any duress.

      7.    Miscellaneous.

            a.    The provisions of this Agreement are severable. This means
                  that if any provision is invalid, it will not affect the
                  validity of the other provisions. If the scope of any
                  restrictions of this Agreement should ever be deemed to exceed
                  that permitted by applicable law or be otherwise overbroad,
                  Iraola agrees that a court of competent jurisdiction shall
                  enforce that restriction to the maximum scope permitted by law
                  under the circumstances.

            b.    The laws of the State of Arizona will apply to this Agreement.

            c.    This agreement supercedes and replaces all prior discussions,
                  understandings, and oral agreements between the parties and
                  contains the entire agreement between them on the matters
                  herein contained.

            d.    This Agreement may not be changed orally, but only by a
                  written agreement signed by Iraola and Company.


         Manuel J. Iraola                            Phelps Dodge Corporation


         ---------------------------                 ---------------------------
                                                     David L. Pulatie
                                                     Senior Vice President

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                  Date                                          Date


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