Naccarati David C 4

4 · PHELPS DODGE CORP · Filed Feb 7, 2007

Form 4

Period: 2007-02-05

President - PDMC

Transactions

Tax Payment
Common Shares
2007-02-05$122.39/sh−468$57,279→ 32,314 total
Award
Employee Stock Option/Right to Purchase
2007-02-06+4,000→ 4,000 total
Exercise: $121.84Exp: 2017-02-07→ Common Shares (4,000 underlying)
Award
Common Shares
2007-02-06$121.84/sh+2,500$304,613→ 34,814 total

Footnotes (5)

[F1]Shares withheld to pay state and federal taxes on an award of restricted shares pursuant to the Phelps Dodge 2003 Stock Option and Restricted Stock Plan.
[F2]Award of restricted stock pursuant to the Phelps Dodge 2003 Stock Option and Restricted Stock Plan and includes the right to have shares withheld to satisfy state and federal tax withholding obligations.
[F3]Includes shares of common stock acquired within the Phelps Dodge Employee Savings Plan (401(k) Plan). The Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.
[F4]Grant of stock options pursuant to the Phelps Dodge 2003 Stock Option and Restricted Stock Plan and includes the right to have shares withheld to satisfy state and federal tax withholding obligations.
[F5]The options will vest in three substantially equal annual installments commencing on the first anniversary of the grant date.

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