Exhibit
10.76
AMENDMENT TO
THE
ELIP SPLIT DOLLAR LIFE
INSURANCE AGREEMENT
(ENDORSEMENT
METHOD
AMENDMENT (the “ Amendment ”)
to Executive Life Insurance Plan Split Dollar Life Insurance
Agreement (Endorsement Method) (the “ Agreement
”), dated as of July 14, 2003 by and between Phelps Dodge
Corporation, a New York corporation (the “ Corporation
”), and certain individuals as designated by the Corporation,
in its sole discretion, for participation in the Executive Life
Insurance Plan (the “ Participants ”), dated as
of March 5, 2007. Terms used without definition herein shall have
the respective meanings set forth in the Agreement.
WHEREAS, the Corporation adopted a revised
Executive Life Insurance Plan, effective January 1, 2003 (the
“ Plan ”), which is the current version of the
Plan;
WHEREAS, some Participants in the Plan have life
insurance policies issued pursuant to the Plan;
WHEREAS, Section 409A of the U.S. Internal
Revenue Code (“ Section 409A ”) became effective
as of January 1, 2005;
WHEREAS, guidance issued by the U.S. Internal
Revenue Service permits service providers to amend their employee
benefit plans (such as the Plan and the Agreement) to bring them
into documentary compliance with Section 409A, including amendments
which avoid the application of Section 409A;
WHEREAS, the Corporation has been performing its
obligations under the Agreement in good faith compliance with
Section 409A;
WHEREAS, the Corporation’s board of
directors, by resolution dated November 18, 2006 (the
“Resolution”), authorized certain officers of the
Corporation, in the name and on behalf of the Corporation, to amend
the Corporation’s employee ben
