Exhibit 10.10
FIRST AMENDMENT
TO THE
PHELPS DODGE CORPORATION
SUPPLEMENTAL SAVINGS PLAN
Effective as of January 1, 1997, Phelps Dodge Corporation (the "Company")
adopted the Phelps Dodge Corporation Supplemental Savings Plan (the "Plan") as
an amendment and restatement of the Supplemental Savings provisions of the
Comprehensive Executive Nonqualified Retirement and Savings Plan of Phelps Dodge
Corporation.
By this First Amendment, the Company intends to amend the Plan to change
certain election provisions of the Plan.
1. The provisions of this First Amendment shall be effective as of January
1, 1999 unless otherwise specified below. This First Amendment shall amend only
the provisions of the Plan as set forth herein, and those provisions not
expressly amended hereby shall be considered to remain in full force and effect.
2. Section 3.3 of the Plan is hereby amended and restated in its entirety
to provide as follows:
3.3 REVISED ELECTIONS.
A Participant must file a new election form prior to the beginning of each
Plan Year which shall set forth the amount or rate of his Deferral Contributions
for the new Plan Year and also shall characterize the Deferral Contributions as
either Regular or Special Purpose Deferral
Contributions. If Special Purpose Deferral Contributions are being made, the new
election form also shall set forth the Distribution Date or Distribution Dates
for such Contributions. The new amount or rate of Deferral Contributions will
only apply to Deferral Contributions made for the relevant Plan Year and the new
form must be filed at least 30 days (or such other period specified by the Plan
Administrator pursuant to rules of uniform application) before the first day of
such Plan Year. Effective for Plan Years commencing on or after January 1, 1998,
a Participant may change the method of distributions or the timing of the
commencement of distributions of Regular Deferral Contributions at any time by
filing the appropriate form as prescribed by the Plan Administrator. The new
election will be honored only if the appropriate form is filed at least one (1)
year prior to the Participant's termination of employment. A Participant may not
change the Distribution Date for Special Purpose Deferral Contributions that are
made prior to the date on which a new election form is effective. In a new
election form, however, the Participant may designate a different or additional
Distribution Date for Special Purpose Deferral Contributions to be made in the
future.
3. Section 8.1(a) of the Plan is hereby amended and restated in its
entirety to provide as follows:
(a) GENERAL. With the exception of the distribution or withdrawal of
amounts pursuant to Article V and the distribution of amounts pursuant to
Section 8.1(b), no distributions will be made to a Participant prior to the
Participant's death or termination of employment with the Company and all
Affiliates. Subject to the provisions of Section 5.1, which deals with the
distribution of the Special Purpose Deferral Contributions subaccounts in a
Participant's Deferral Contributions Account, following the Participant's
death or termination of employment, distributions normally will be made as
soon as possible and in any event shall commence within 60 days following
the end of the Plan Year in which the Participant dies or terminates
employment. As provided in Section 3.2 and Section 3.3, a Participant may
elect in his initial or any revised election form to defer the receipt of
distributions until the later of termination of employment or a
specified date. If such an election has been made (and, if the election was
made in a revised election form, the election form has been in effect for
the requisite period of time provided in Section 3.3), distributions to the
Participant (or the Participant's Beneficiary in case of death) shall be
postponed to the extent necessary to honor such election. Notwithstanding
any other provision of this Section 8.1(a) to the contrary, in the event a
Participant terminates employment with the Company and all Affiliates, and
is subsequently rehired by the Company or any of its Affiliates within the
same Plan Year, then the Participant shall not be eligible, on account of
that termination, for a distribution pursuant to Section 8.1(a) (except for
a distribution or withdrawal of amounts pursuant to Article V and the
distribution of amounts pursuant to Section 8.1(b)). This distribution
restriction in the event of a rehire applies whether or not the Employee is
rehired within a classification eligible for participation in the Plan, or
is otherwise excluded from Plan participation pursuant to Section 3.1.
4. Section 8.2 of the Plan is hereby amended and restated in its entirety
to provide as follows:
8.2 METHOD OF PAYMENT.
Any payments from a Participant's Accounts shall be made either in a lump
sum in cash, or in cash payments in substantially equal annual installments over
a period certain not exceeding 10 years, such method of payment to be elected by
the Participant in his initial election form or in any revised election form
that has been in effect for the requisite period of time specified in Section
3.3. If installment payments are made, the provisions of Sections 6.2 and 6.3
shall continue to apply to the unpaid balance. Unless a Participant has
affirmatively elected to receive payments in installments over a period of 10
years or less, the Participant's Accounts shall be distributed in one lump sum.
If a Participant is married at the time an election form or a revised election
form is filed, an election to receive payments in other than lump sum shall be
ineffective unless the Participant's spouse consents to such election on a form
prescribed by or acceptable to the Plan Administrator for that purpose.
Notwithstanding any
provision of this Plan to the contrary, if the value of all benefits payable
pursuant to this Plan to a Participant or any Beneficiary, upon the
Participant's termination of employment or death, amounts to the sum of $10,000
or less, the Plan Administrator, regardless of any elections made by the
Participant, shall direct the Trustee to pay the benefits in the form of a
single lump sum distribution.
IN WITNESS WHEREOF, PHELPS DODGE CORPORATION has caused this First
Amendment to be duly executed as of this day of _____________ 1999.
PHELPS DODGE CORPORATION
By:
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Vice President, Human Resources