Exhibit 10.11





Instrument of Amendment



      The Comprehensive Executive  Non-qualified  Retirement and Savings Plan of
Phelps Dodge  Corporation  (the  "Non-qualified  Plan") is hereby amended as set
forth below,  with such  amendments to be in the form and effective as of a date
approved  by Mr.  John C.  Replogle,  Vice  President,  Human  Resources  of the
Corporation, as evidenced by his written execution thereof.

      1. The  Non-qualified  Plan is hereby amended to conform  various  section
references to the revised Phelps Dodge Employee Savings Plan.

      2.  The  Non-qualified  Plan is  hereby  amended  to  allow  the  Benefits
Administration  Committee,  in its sole  discretion,  to exclude certain foreign
nationals from participation therein.

      3. The Non-qualified Plan is hereby amended to allow daily investment fund
transfers.

      4. The Non-qualified  Plan is hereby amended to include an indemnification
provision substantially similar to the one contained in the amended Phelps Dodge
Pension Plan for Day's-Pay Employees (Western Branches).