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Phelps Dodge Corp – ‘DEF 14A’ for 5/3/00

On:  Monday, 3/27/00   ·   As of:  3/28/00   ·   For:  5/3/00   ·   Accession #:  950153-0-414   ·   File #:  1-00082

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/28/00  Phelps Dodge Corp                 DEF 14A     5/03/00    1:211K                                   Bowne - BPX/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material              HTML    208K 

Proxy Statement Pursuant to Section 14(a) of the Securities

Filed by the Registrant  [X]

Filed by a Party other than the Registrant  [   ]

Check the appropriate box:

Phelps Dodge Corporation

Payment of Filing Fee (Check the appropriate box):

[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

[PHELPS DODGE LOGO]

Douglas C. Yearley

April 1, 2000

Dear Shareholder:

      You are cordially invited to attend our annual meeting of shareholders to be held at 11:30 a.m. (MST) on Wednesday, May 3, 2000, at The Heard Museum, 2301 North Central Avenue, Phoenix, Arizona. Enclosed with this proxy statement are your proxy card and the 1999 annual report.

      Your vote is important. Whether you plan to attend or not, please sign, date, and return the enclosed proxy card in the envelope provided, or you may access electronic voting via the internet or the automated telephone voting feature which are described on your proxy card. If you plan to attend the meeting you may vote in person.

      Registration and seating will begin at 10:30 a.m. Each shareholder will be asked to sign an admittance card and may be asked to present a valid picture identification. Shareholders holding stock in brokerage accounts will need to bring a copy of a brokerage statement reflecting stock ownership as of the March 15 record date. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

      Last year, 87% of our outstanding shares were represented in person or by proxy, and we hope to increase our shareholder participation this year.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Phelps Dodge Corporation:

      The annual meeting of shareholders of Phelps Dodge Corporation will be held at The Heard Museum, 2301 North Central Avenue, Phoenix, Arizona, on Wednesday, May 3, 2000, at 11:30 a.m., to consider and take action on the following:

      Only holders of record of the Corporation’s common shares at the close of business on March 15, 2000, will be entitled to vote at the meeting or at any adjournments of our annual meeting. On March 15, 2000 we had 78,725,397 common shares outstanding.

      If you participate in the ChaseMellon Shareholder Services Investor Services Program for Phelps Dodge Shareholders, all common shares held for your account under that service will be voted in accordance with your proxy.

      Proxies are solicited by the Board of Directors. You may revoke your proxy before it is voted at the annual meeting by delivering a signed revocation letter or new proxy, dated later than your first proxy, to Robert C. Swan, Vice President and Secretary.

      Shareholders who do not expect to attend the meeting in person are asked to access electronic voting via the internet or telephone voting as described on the proxy card or date, sign and complete the enclosed proxy and return it without delay in the enclosed envelope, which requires no postage stamp if mailed in the United States. If you are attending in person and if you have mailed your proxy card, you may revoke your proxy and vote in person at the meeting.

      This proxy statement and accompanying materials are being first sent to shareholders on April 1, 2000.

Phoenix, Arizona

1.  ELECTION OF DIRECTORS

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INFORMATION CONCERNING THE

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Directors and Officers Liability Insurance

      The Corporation maintains directors’ and officers’ liability insurance policies and pension trust liability policies (placed on three year terms) issued by National Union Fire Insurance Company of Pittsburgh, Pa., Executive Risk Indemnity Inc., Continental Casualty Company, Federal Insurance Company and XL Insurance Company. The policies insure (i) directors, officers, division presidents and vice presidents of the Corporation and its subsidiaries, and employees who are fiduciaries of employee benefit plans of the Corporation and its subsidiaries, against certain liabilities they may incur in the performance of their duties and (ii) the Corporation against any obligation to indemnify such persons against such liabilities, and (iii) the Corporation for allegations related to securities claims. On June 1, 1999, the Corporation extended those policies to expire on June 1, 2002 at premiums of $459,666, $132,000, $115,000, $49,500 and $66,000, respectively.

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COMPENSATION COMMITTEE INTERLOCKS

       The following directors served on the Compensation and Management Development Committee during 1999: Messrs. Burt, Dunham (appointed February 3, 1999), Hazen and Morcott (Chairman). None of these directors is or has been an officer or employee of the Corporation or any of its subsidiaries or has had any other relationship with the Corporation or any of its subsidiaries requiring disclosure under the applicable rules of the Securities and Exchange Commission.

SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

       The following table lists the common share ownership as of February 2, 2000 for our directors and the five named executive officers. “Beneficial Ownership” includes shares a director or officer has the power to vote or transfer, and stock options that were exercisable on February 2, 2000 or within 60 days thereafter. On February 2, 2000, the directors and the five named executive officers of the Corporation owned, in the aggregate, 1,377,929 shares of the Corporation’s common stock (approximately 1.75 percent of the shares outstanding). The Corporation’s directors also have interests in stock-based units under Corporation plans. While these units may not be voted or transferred, they are listed in the table below because they represent a component of the total economic interest of our directors in the Corporation’s stock.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

       Based on a review of reports filed by our directors, executive officers and beneficial holders of 10% or more of our outstanding shares, and upon representations from those persons, all reports required to be filed by our reporting persons during 1999 were filed on time.

      To the knowledge of the Corporation, the following entities beneficially owned in excess of five percent of the Corporation’s common shares as of December 31, 1999:

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EXECUTIVE COMPENSATION

       The following table summarizes the compensation we paid our Chairman and Chief Executive Officer and each of the four other most highly compensated executive officers in 1999, 1998 and 1997.

Summary Compensation Table

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Stock Options

      Each of the executives listed in the Summary Compensation Table was eligible to receive two types of option grants during 1999: normal option grants and reload option grants. The first type of grant is a compensatory award normally made on an annual basis which is intended to reward each named executive based on the Corporation’s future performance. Normal option grants customarily include the right to receive reload options.

      A reload option is granted to an employee who exercises an option with already-owned shares. It replaces the opportunity for future appreciation that the employee would otherwise lose by exercising the original option, while encouraging the employee to increase his share ownership. Reload options provide only limited incremental value to the employee as compared to the options they replace. Reload option grants customarily include the right to receive additional reload options.

      The following table contains information with respect to the normal compensatory option grants and reload option grants made to each named executive during 1999 and the hypothetical value at the time of grant based on a variation of the Black-Scholes model (see footnote (3) below). The Corporation is not aware of any option pricing model which can provide a true assessment of the value of the options. Over their lives, the options could have a greater or a lesser value than that shown in the table, and under some circumstances they could have zero value.

Option Grants in 1999

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Aggregated Option Exercises in 1999 and December 31, 1999 Option Values

       The following table provides information concerning options exercised in 1999 by the named executives and the options held by them at the end of 1999:

PENSION AND OTHER RETIREMENT BENEFITS

Retirement Plans

      The following pension table shows the estimated aggregate annual benefits payable in the form of a straight life annuity commencing at age 65 under the Phelps Dodge Retirement Plan for Salaried Employees (the “Retirement Plan”) as supplemented by the Phelps Dodge Corporation Supplemental Retirement Plan (the “Supplemental Retirement Plan”) that make up amounts limited by the Internal Revenue Code (the “Code”).

Pension Plan Table

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SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS

Severance Agreements With Our Executives

      The Corporation has severance agreements with each of its five named executive officers under which the executive would receive a lump sum payment equal to his annual base salary in the event the Corporation terminates his employment, other than for cause or mandatory retirement, or the executive voluntarily terminates his employment because of material reductions in his salary or his position, duties and responsibilities. The terminated executive would also receive (i) outplacement services at a cost up to 15% of his base salary and (ii) the cost of continued coverage for a limited period under the Corporation’s group health, life insurance and disability plans.

Change of Control Agreements With Our Executives

      The Corporation also has agreements with such executives under which each executive would receive, in the event he ceases to be employed by the Corporation within two years following a change of control of the Corporation (for a reason other than death, disability, willful misconduct, normal retirement or under certain circumstances a voluntary termination of employment by the executive), a lump sum equal to (i) three times the executive’s highest base salary during that year and the prior two years plus (ii) three times the executive’s average bonus paid under the Annual Incentive Compensation Plan for the two calendar years preceding the year in which the change of control occurs, less (iii) any severance payable under his Severance Agreement. The amount of such payments, when combined with any other payments that are contingent upon a change of control, may be capped at the maximum amount that can be paid without triggering an excise tax under the Internal Revenue Code. This “Cap” on payments does not apply if the amount of such payments, calculated without the Cap, is at least 20% more than the amount of such payments calculated with the Cap. If the

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Other Change Of Control Provisions

      Although normal compensatory options granted by the Corporation generally become exercisable in three or four substantially equal annual installments beginning on the first anniversary of the date of grant, they also become exercisable in certain change of control situations. Specifically, such options are exercisable (but not earlier than six months from the date of grant) for a period of 30 days beginning on the date the Corporation’s common shares are purchased pursuant to a third party tender offer or the Corporation’s shareholders approve a merger or similar transaction which the Corporation will not survive as a publicly held corporation or, in the case of the five named executive officers and certain other employees, the date the employee ceases to be employed if he/she ceases to be employed within two years following a change of control.

      The Supplemental Retirement Plan provides for the payment of unreduced benefits to employees who meet liberalized age and length of service requirements and whose employment is terminated by the Corporation or any of its subsidiaries within two years following a change of control of the Corporation. The Supplemental Retirement Plan also provides an additional 36 months of service credit to an executive who, due to his termination of employment within two years following a change of control of the Corporation, becomes entitled to receive payments under his change of control agreement with the Corporation. The Supplemental Savings Plan obligates the Corporation to transfer an amount equal to the deficiency in the assets of the Plan’s trust fund, if any, prior to the day on which a change of control occurs.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

The Committee

      The Committee is composed solely of directors (currently four) who are not employees of the Corporation. It has periodically retained respected independent compensation consultants to advise and assist it in connection with various compensation matters.

Corporate Goals

      The Corporation’s goal is to be the leader in each of the domestic and international mining and manufacturing activities in which it competes. It also seeks to achieve and sustain progressive increases in value for its shareholders, while balancing appropriately the short- and long-term opportunities for the Corporation.

      To meet these goals, the Corporation employs high caliber, dedicated senior managers who are well trained and results oriented. The Board of Directors established the Compensation and Management Development Committee to oversee the Corporation’s compensation and management development programs and to ensure that these programs maximize the Corporation’s ability to attract, retain and motivate employees to meet these stated objectives.

      The Committee believes it can motivate senior managers participating in these programs by:

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Elements of Executive Compensation

      The executive officers are compensated by salaries, annual incentive awards and long-term incentive compensation, with the greatest emphasis on long-term incentives in the form of stock options. Each element focuses on performance in a different but complementary way. Salaries focus on individual performance, competence and the Corporation’s performance during the officer’s tenure. Annual incentives relate to corporate, division and, where appropriate, unit and individual performance. Long-term incentive awards, which are paid in the form of stock options, and, from time to time, in restricted stock, create a long-term identity of interest with the shareholders based on the Corporation’s performance and related growth of shareholder value. The Committee believes that the Corporation competes for its executive talent primarily with similarly sized industrial companies located in the United States. Accordingly, where possible, the Committee compares the compensation for the top five executives, at least annually, to the compensation paid to executives holding similar positions at 16 publicly held industrial corporations of an average size, measured by revenues and market capital, similar to that of the Corporation (referred to below as the “comparison group”). For other executives, comparisons to similar positions are based on a much larger group of companies of similar size to the Corporation measured by revenues. The Committee believes that the competitive data used is generally representative of the competitive level of compensation paid to executive officers in companies the size of Phelps Dodge. Thus, the companies used for comparison purposes in connection with the compensation paid to the Corporation’s executive officers are different from the companies included in the peer group used in the performance graphs on pages 21 and 22 to compare shareholder returns.

Executive Salaries

      Individual salaries for executive officers are established by the Committee to reflect the officer’s performance and competence, existing general economic and industry conditions and the Corporation’s performance during the executive officer’s tenure. Generally, salary adjustments are targeted to move salaries to competitive levels over time for sustained and expected performance and competence. The salaries of executive officers who have performed exceptionally well over sustained periods of time may be adjusted to exceed competitive levels. Based on available information, the Committee believes salaries in 1999 for the executive officers were at or near these competitive levels when compared to employees in similar positions in the comparison group. The Committee determined that over the last decade Phelps Dodge stock has significantly outperformed the S&P Metals Mining index and the individual executives named in the Summary Compensation Table have sustained excellent individual performance, and given the increased size and scope of their duties subsequent to the acquisition of Cyprus Amax Minerals Company, salaries for the named executives should be adjusted upward in 2000 to bring their salaries to competitive levels.

Annual Incentives

      The Annual Incentive Compensation Plan provides the executive officers and certain other officers and managers with compensation based on success in achieving annual corporate, division and, where appropriate, unit and individual goals. For each executive officer, a target award is determined approximating the 60th percentile of the annual incentive compensation paid by the comparison group to individuals holding comparable positions. Lower threshold awards and higher maximum awards are also established. Corporate goals are set using return on equity and net operating cash flow return on invested capital, both of which are fundamental indicators of the Corporation’s performance. In 1999, the Corporation’s performance with respect to both return on equity and net operating cash flow return on invested capital were below the threshold goal. Based on these results and the Committee’s evaluation of performance relative to individual and, where appropriate, division and unit goals, the Committee approved Annual Incentive Compensation awards for 1999 below the targeted amounts for the listed executives.

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Long-Term Incentive Compensation

      The Committee uses stock options as the principal method of providing long-term incentive compensation primarily because employees benefit from options, if at all, only to the extent of increases in the value of the Corporation’s common shares. To further the identity of interest with the shareholders, the executive officers are expected to acquire and own significant numbers of the Corporation’s shares.

      The Committee has determined that to focus the executives’ attention to an appropriate extent on the long-term growth of shareholder value, the targeted compensation levels with respect to the present value of stock options should be approximately midway between the 50th and 75th percentiles of the long-term incentive awards made to executives holding similar positions in the comparison group. Adjustments are made from these levels based on the performance, career potential, critical skills and prior grant history of the executive officer. Of the stock options granted to executive officers in 1999, three approximated targeted levels and one was above the targeted level. All of the option grants for 1999 were approved by the Committee.

Grants of Restricted Stock

      The Committee also made grants of restricted stock to a limited number of other employees under the Corporation’s 1998 Stock Option and Restricted Stock Plan. Grants were made to two executives named in the Summary Compensation Table. The principal purpose of these grants was to retain the services of key executives and skilled personnel through a means that also provides a meaningful economic incentive to increase the value of the Corporation’s common shares. The size of each award was determined based on the Committee’s subjective determination of the recipient’s expected contribution to the Corporation over the stated vesting period, the significance of the recipient’s position with the Corporation, and the importance of maintaining continuity of management and critical skills in the recipient’s function.

Stock Ownership Guidelines

      To underscore the connection between the interests of management and stockholders, the Corporation, several years ago, established informal stock ownership guidelines for its executive officers. In 1996, the Corporation formalized this program and established stock ownership targets for officers of the Corporation who hold the position of Vice President and above and certain senior executives within the Phelps Dodge Mining Company and Phelps Dodge Industries divisions. The targets are expressed in terms of the value of the Corporation’s common shares held by the executive as a multiple of salary grade midpoint. The targets range from one and one-half times salary midpoint up to five times salary midpoint for the CEO. Many Vice Presidents and other executives already hold a substantial amount of common shares, but those who do not hold sufficient shares have 5 years from the date they became subject to the ownership requirements to reach their personal ownership targets.

Tax Code Issues

      Section 162(m) of the Internal Revenue Code generally places a $1 million per person limit on the deduction a publicly held corporation may take for compensation paid to its chief executive officer and its four other highest compensated “covered employees,” excluding for this purpose deferred compensation and, in general, compensation constituting “performance-based” compensation. In 1998, the Corporation obtained shareholder approval for the 1998 Stock Option and Restricted Stock Plan which continues to exclude the compensation from stock options from the $1 million deductibility limit. Other elements of the compensation payable to executive officers, such as salary, annual incentive compensation and restricted stock, are not excludable from such limit. Mr. Yearley deferred $673,620 of his salary in 1999. However, as a result of the Corporation’s successful acquisition of Cyprus Amax Minerals Company and the related $1,500,000 bonus award received by Mr. Yearley in 1999, his compensation subject to Section 162(m) exceeded $1 million. This resulted in the loss of a federal income tax deduction with respect to approximately $1,194,751 of his compensation.

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CEO Compensation

      Douglas C. Yearley, the Chief Executive Officer of the Corporation in 1999, received a base salary of $800,000 in 1999, an Annual Incentive Compensation Plan award of $450,000 for 1999 performance compared to stated corporate and individual performance goals, an additional bonus award of $1,500,000 as a result of the Corporation’s successful acquisition of Cyprus Amax Minerals Company, and a stock option grant in 1999 to purchase 100,000 common shares.

      The Committee believes that Mr. Yearley’s 1999 salary was at or near the 1999 competitive level paid by comparable companies to their CEOs. Mr. Yearley’s Annual Incentive Compensation Plan award was determined on the basis of the Corporation’s actual return on equity and net operating cash flow return on invested capital as compared to goals set at the beginning of the year and the Committee’s subjective evaluation of his performance with regard to established individual goals. Based on its judgment as to Mr. Yearley’s performance in these respects, the Committee approved a below target award. Mr. Yearley’s stock option grant, which was below the targeted level but equal to his 1998 grant, was based on the policy discussed above.

Conclusion

      The Committee will continue to evaluate the Corporation’s compensation programs to best enable the Corporation to employ and motivate high caliber, dedicated people. Such employees, properly motivated, are believed to be key to achievement of the Corporation’s goal to be the international leader in the mining and manufacturing activities in which it competes and the related enhancement of shareholder value over the long term.

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AUDIT COMMITTEE REPORT

       The Committee has reviewed and discussed with management of the Corporation the audited financial statements of the Corporation for the fiscal year ended December 31, 1999 (the “Audited Financial Statements”).

      The Committee has discussed with PricewaterhouseCoopers LLP, independent accountants for the Corporation, the matters required to be discussed by Statement on Auditing Standards No. 61, as in effect on the date of this proxy statement.

      The Committee has received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the Independence Standards Board Standard No. 1, as in effect on the date of this proxy statement, and has discussed with PricewaterhouseCoopers LLP its independence.

      Based on the review and discussions described above, the Committee recommended to the Board of Directors of the Corporation that the Audited Financial Statements be included in the Corporation’s Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.

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AUDIT COMMITTEE CHARTER

I.  Purpose

      The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the quality and integrity of the Corporation’s financial reports; the Corporation’s systems of internal controls regarding finance and accounting; and the Corporation’s auditing, accounting and financial reporting processes generally. The Committee’s primary duties and responsibilities are to:

The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section III of this Charter.

II.  Composition

      The Committee shall be comprised of three or more directors, each of whom shall be independent directors, and free from any relationship that, in the opinion of the Board, may interfere with the exercise of his or her independent judgment as a member of the Committee or independence from management and the Corporation. All members of the Committee shall be financially literate as this qualification is interpreted by the Board (or must become financially literate within a reasonable period of time after his or her appointment), and at least one member of the Committee shall have accounting or related financial management expertise.

III.  Responsibilities and Duties

      To fulfill its responsibilities and duties, the Committee shall:

  Review Financial Reports

  Independent Accountants

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  Reviewing and Improving Processes

  Ethical and Legal Compliance

  Other

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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

[COMPARISON CHART]

      The chart above reflects $100 invested at 12/31/94 in Phelps Dodge common stock, the S&P 500, and in a peer group represented by the S&P Metals Mining index, which until late 1999, was comprised of Phelps Dodge, ASARCO Incorporated, Cyprus Amax Minerals Company, Freeport-McMoRan Copper & Gold Inc., and Inco Ltd.

Fiscal Year Ended

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COMPARISON OF TEN YEAR CUMULATIVE TOTAL RETURN

[COMPARISON CHART]

      The chart above reflects $100 invested at 12/31/89 in Phelps Dodge common stock, the S&P 500, and in a peer group represented by the S&P Metals Mining index, which until late 1999, was comprised of Phelps Dodge, ASARCO Incorporated, Cyprus Amax Minerals Company, Freeport-McMoRan Copper & Gold Inc., and Inco Ltd. This 10-year graph illustrates the relative stock performances over a period that more closely represents the longer business cycle generally associated with the industry of the Corporation and is especially meaningful because the business focus and growth strategies of the Corporation have been and continue to be long term.

Fiscal Year Ended

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2.  RATIFICATION OF APPOINTMENT OF ACCOUNTANTS

       On the recommendation of the Audit Committee, the Board of Directors has appointed PricewaterhouseCoopers LLP as independent accountants for the Corporation for the year 2000.

      PricewaterhouseCoopers LLP or a predecessor firm has been the independent accountants for the Corporation since 1915. A representative of PricewaterhouseCoopers LLP will be present at the annual meeting with the opportunity to make a statement if he so desires and to respond to appropriate questions.

      The Board of Directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants.

OTHER BUSINESS

       The Board of Directors is not aware of any other matters to be presented at the annual meeting. If any other matter proper for action at the meeting should be presented, the holders of the accompanying proxy will vote the shares represented by the proxy on such matter in accordance with their best judgment. If any matter not proper for action at the meeting should be presented, the holders of the proxy will vote against consideration of the matter or the proposed action.

VOTING PROCEDURES

       All shares represented by the accompanying proxy, if the proxy is duly executed and received by the Corporation at or prior to the annual meeting, will be voted at the meeting in accordance with any instructions specified on such proxy. Where no instruction is specified, the shares may be voted according to the printed instructions on the proxy.

      It is the policy of the Corporation that, except under limited circumstances, each shareholder proxy card, ballot and voting tabulation that identifies any shareholder will be kept confidential and that the receipt and tabulation of such votes will be conducted by independent third parties, including the Corporation’s transfer agent and its proxy solicitation firm, and not by employees of the Corporation.

      The cost of soliciting proxies for the meeting will be borne by the Corporation. The Corporation has retained Morrow & Co., Inc., 445 Park Avenue. New York, NY 10022 to assist in soliciting proxies for a fee estimated at $12,500 plus reasonable expenses. Morrow & Co., Inc. and some officers and other employees of the Corporation may solicit proxies in person and by telephone or otherwise. The Corporation may also reimburse brokers and others who are record holders of the Corporation’s shares for their reasonable expenses incurred in obtaining voting instructions from beneficial owners of such shares.

PROPOSALS FOR 2001

       The Corporation will review for inclusion in next year’s proxy statement shareholder proposals received by December 1, 2000. Proposals should be sent to the Secretary of the Corporation, 2600 North Central Avenue, Phoenix, Arizona 85004-3014.

      Shareholder proposals not included in next year’s proxy statement may be brought before the May 2, 2001 annual meeting of shareholders by a shareholder of the Corporation who is entitled to vote at the meeting, who has given a written notice to the Secretary of the Corporation containing certain information specified in the By-Laws and who was a shareholder of record at the time such notice was given. Such notice must be delivered or mailed and received at the address in the preceding paragraph no earlier than February 2, 2001 and no later than March 2, 2001.

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      If a shareholder notifies the Corporation after February 15, 2001 of an intention to present a proposal at the Corporation’s May 2, 2001 annual meeting (and for any reason the proposal is voted on at such meeting), the Corporation’s proxy holders will have the right to exercise discretionary voting authority with respect to such proposal.

ANNUAL REPORT FOR 1999

       The annual report of the Corporation for the year 1999, including financial statements, is being furnished concurrently with this proxy statement to persons who were shareholders of record as of March 15, 2000, the record date for the annual meeting. The annual report does not form part of the material for the solicitation of proxies.

Phoenix, Arizona

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SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PHELPS DODGE CORPORATION

     The undersigned shareholder of Phelps Dodge Corporation hereby appoints ARCHIE W. DUNHAM, WILLIAM A. FRANKE, SOUTHWOOD J. MORCOTT and J. STEVEN WHISLER, or any of them, proxies of the undersigned, each with power of substitution, at the annual meeting of shareholders of the Corporation to be held at the Heard Museum, 2301 North Central Avenue, Phoenix, Arizona, on Wednesday, May 3, 2000 at 11:30 a.m., and at any adjournments thereof, to vote all Common Shares of the Corporation held or owned by the undersigned, including any which may be held for the undersigned’s account under the ChaseMellon Shareholder Services Investor Services Program for Phelps Dodge Common Shares administered by ChaseMellon Shareholder Services, L.L.C.

     The proxies are instructed to vote as directed below, and in their discretion on all other matters. Where no direction is specified, this proxy will be voted FOR Management Proposals 1 and 2 as recommended by the Board of Directors.

Management Proposals:

     The Board of Directors recommends you vote FOR Management Proposals 1 and 2

     Proposal 1: Election of Directors for the respective terms specified in the Proxy Statement: Messrs. Burt and Krebs.

PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY

Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

PROXY

PHELPS DODGE CORPORATION

Solicited on Behalf of the Board of Directors of Phelps Dodge Corporation

      The undersigned shareholder of PHELPS DODGE CORPORATION hereby appoints Archie W. Dunham, William A. Franke, Southwood J. Morcott and J. Steven Whisler or any of them, proxies of the undersigned, each with power of substitution, at the annual meeting of shareholders of the Corporation to be held at The Heard Museum, 2301 North Central Avenue, Phoenix, Arizona, on Wednesday, May 3, 2000 at 11:30 a.m., and at any adjournments thereof, to vote all Common Shares of the Corporation held or owned by the undersigned, including any which may be held for the undersigned’s account under the Phelps Dodge Corporation Common Stock Investor Services Program administered by ChaseMellon Shareholder Services, L.L.C.

      For those participants who hold accounts with Common Shares through the Phelps Dodge Employee Savings Plan and/or The Phelps Dodge Corporation Supplemental Savings Plan: The undersigned instructs the UMB Bank, N.A. as Trustee for the Plans, to vote all shares or fractions of shares credited to the account as of the latest available processing date on or before May 3, 2000, as directed on the reverse side of this proxy. For those participants who hold accounts with Common Shares through the Cyprus Amax Minerals Company Savings Plan and Trust and/or the Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit Employees: The undersigned instructs T. Rowe Price Retirement Plan Services, Inc. as Trustee for the Plans, to vote all shares or fractions of shares credited to the account as of the latest available processing date on or before May 3, 2000, as directed on the reverse side of this proxy. Those shares for which no directions are received will be voted by the Trustee in its sole discretion.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY

YOUR VOTE IS IMPORTANT!

You can vote in one of three ways:

or

or

PLEASE VOTE

If you wish to view future Phelps Dodge Corporation Annual Reports and Proxy Statements on-line instead of receiving the printed documents, which will assist the Corporation in reducing future printing and mailing costs, please

or

or

Please mark   /X/
your votes as        
indicated in        
this example.        

IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET PLEASE READ THE INSTRUCTIONS BELOW

Signature(s) _________________________________________ Date ________________

NOTE: Please sign name exactly as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

[TELEPHONE] VOTE BY TELEPHONE OR INTERNET [COMPUTER]
QUICK *** EASY *** IMMEDIATE

YOUR VOTE IS IMPORTANT! — YOU CAN VOTE IN ONE OF THREE WAYS:

There is NO CHARGE to you for this call. — Have your proxy card in hand.

You will be asked to enter a Control Number, which is located in the box in the lower right hand corner of this form

OPTION 1:         To vote as the Board of Directors recommends on ALL proposals, press 1

When asked, please confirm by Pressing 1.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
		12/31/02		10-K,  10-K/A,  11-K,  NT 10-K
		6/1/02
		5/2/01
		3/2/01
		2/15/01
		2/2/01
		12/1/00
For Period End:		5/3/00
		4/1/00
Filed as of:		3/28/00
Filed on:		3/27/00
		3/15/00
		2/10/00		SC 13G/A
		2/4/00		SC 13G/A
		2/2/00
		1/1/00
		12/31/99		10-K405,  11-K,  5/A
		6/1/99
		5/31/99
		5/5/99		DEF 14A
		2/3/99
		9/2/98
				List all Filings

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Filing Submission 0000950153-00-000414   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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