COLTON S DAVID 4

4 · PHELPS DODGE CORP · Filed Mar 21, 2006

Form 4

Period: 2006-03-17

Sr. VP and General Counsel

Transactions

Exercise/Conversion
EMPLOYEE STOCK OPTIONS/RIGHTS TO PURCHASE
2006-03-17$48.09/sh−4,266$205,173→ 8,534 total
Exercise: $48.09From: 2006-02-01Exp: 2015-02-02→ COMMON SHARES (4,266 underlying)
Sale
COMMON SHARES
2006-03-17$75.29/sh−3,467$261,041→ 41,774 total
Sale
COMMON SHARES
2006-03-17$75.29/sh−4,266$321,200→ 41,774 total
Exercise/Conversion
EMPLOYEE STOCK OPTIONS/RIGHTS TO PURCHASE
2006-03-17$37.30/sh−3,467$129,336→ 3,467 total
Exercise: $37.30Exp: 2014-02-04→ COMMON SHARES (3,467 underlying)
Gift
COMMON SHARES
2006-02-06−454→ 20,878 total
Exercise/Conversion
COMMON SHARES
2006-03-17$37.30/sh+3,467$129,336→ 45,241 total
Exercise/Conversion
COMMON SHARES
2006-03-17$48.09/sh+4,266$205,173→ 46,040 total

Footnotes (8)

[F1]THESE SHARES WERE GIFTED PRIOR TO THE MARCH 13, 2006 STOCK SPLIT AND THIS TOTAL REFLECTS PRE-SPLIT SHARES.
[F2]EXERCISE OF STOCK OPTIONS AND SAME DAY SALE OF UNDERLYING COMMON SHARES PURSUANT TO THE PHELPS DODGE 2003 STOCK OPTION AND RESTRICTED STOCK PLAN.
[F3]ON MARCH 13, 2006, THE COMMON STOCK OF PHELPS DODGE CORPORATION SPLIT 2-FOR-1, RESULTING IN THE REPORTING PERSON'S OWNERSHIP OF 22,620 ADDITIONAL SHARES OF COMMON STOCK. THIS NUMBER ALSO INCLUDES SHARES OF COMMON STOCK ACQUIRED WITHIN THE PHELPS DODGE EMPLOYEE SAVINGS PLAN (401(K) PLAN).
[F4]THIS TRANSACTION WAS EFFECTED PURSUANT TO A RULE 10b5-1(c) TRADING PLAN ADOPTED BY THE REPORTING PERSON ON FEBRUARY 6, 2006.
[F5]ON MARCH 13, 2006, THE COMMON STOCK OF PHELPS DODGE CORPORATION SPLIT 2-FOR-1, RESULTING IN THE REPORTING PERSON'S OWNERSHIP OF 2,133 ADDITIONAL SHARES OF COMMON STOCK.
[F6]THIS OPTION WAS PREVIOUSLY REPORTED AS COVERING 5,200 SHARES AT AN EXERCISE PRICE OF $74.61, BUT WAS ADJUSTED TO REFLECT THE STOCK SPLIT THAT OCCURRED ON MARCH 13, 2006.
[F7]THE OPTION VESTS IN THREE SUBSTANTIALLY EQUAL ANNUAL INSTALLMENTS ON FEBRUARY 3, 2005, 2006 AND 2007.
[F8]THIS OPTION WAS PREVIOUSLY REPORTED AS COVERING 6,400 SHARES AT AN EXERCISE PRICE OF $96.19, BUT WAS ADJUSTED TO REFLECT THE STOCK SPLIT THAT OCCURRED ON MARCH 13, 2006.

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