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Exhibit
10.57
THIRD 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 as an amendment and restatement of
the supplemental savings provisions of the Comprehensive
Executive Non-qualified Retirement and Savings Plan of Phelps
Dodge Corporation. The Plan was most recently
amended and restated in its entirety generally effective as of
January 1, 2005 to bring it into documentary compliance with
Section 409A of the Internal Revenue Code and related Internal
Revenue Service guidance and proposed regulations
(collectively, “Section 409A”). The
Plan was subsequently amended on two
occasions. Pursuant to Sections 9.3 and 12.1 of the
Plan, and as duly authorized by the Company, the Benefits
Administration Committee (“BAC”) may amend the
Plan at any time, prospectively or retroactively; provided, in
relevant part, that (i) the amendment shall not reduce the
interest of any Participant in the Plan, and (ii) no such
amendment shall cause amounts to be paid in violation of
Section 409A of the Code. The BAC has determined
that it is necessary or desirable to further amend the Plan in
a manner that shall not reduce the interest of any Participant
and is consistent with the requirements of Section
409A.
1.
This
Amendment shall take effect as of the specific effective dates set
forth below.
2.
Section
8.2(b) of the Plan is hereby amended, effective January 1, 2005, by
inserting the following language after the fifth sentence in such
section:
“Notwithstanding
the immediately preceding sentence, and in accordance with the
transitional relief provided for calendar years 2006 and 2007
under Section 409A of the Code, the Company, in its
discretion, may also accept a revised election form from any
Participant, provided that the revised election shall take
effect only if: (i) the Company receives such
revised election form on or prior to December 31, 2007, (ii)
the Participant terminates employment on or prior to December
31, 2007, and (iii) the revised election form complies with
all requirements in this Section 8.2(b) other than that
contained in the immediately preceding sentence.
3.
Section
8.2(b) of the Plan is further amended, effective January 1, 2005,
by inserting the following language at the end of the last sentence
in such section:
“, provided
that any election to change the form of distribution from
installment to lump sum made in accordance with the
transitional relief provided under Section 409A of the Code
shall not be considered to be a prohibited
acceleration.”
4.
Effective
April 4, 2007, the Plan is amended to add the following new Section
4.4 (Special Discretionary Company Contributions) to provide as
follows:
4.4
SPECIAL
DISCRETIONARY COMPANY CONTRIBUTIONS
(a)
ELIGIBILITY . Participants eligible to receive
Special Discretionary Company Contributions pursuant to this
Section 4.4 may be designated by the Employer from time to time, in
the Employer’s sole discretion, and any such designation
shall be reflected in Appendix A attached hereto.
(b)
AMOUNT . The determination of the amount of any
Special Discretion
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