SECOND AMENDMENT TO DEFERRED FEE AGREEMENT

This Second Amendment to Deferred Fee Agreement (the “ Amendment ”) is entered into as of December 12, 2008 by and between MAXXAM INC., a Delaware corporation (the “ Company ”), and EZRA G. LEVIN  (the “ Director ”), currently residing at 5260 Sycamore, Riverdale-on-Hudson, Bronx, New York 10471.

The parties entered into a Deferred Fee Agreement as of September 1, 1994, which was amended by a letter amendment dated as of April 3, 1996 (the foregoing, together with any elections thereunder, being collectively referred to as the “ Agreement ”), providing for the deferral of  Director’s Fees of Director, and now wish to amend certain provisions of the Agreement.

1.      The parties acknowledge that the election referred to in Paragraph 1 of the Agreement, as same has been modified from time to time, has been revoked.

2.      The last sentence of Section 3(a) of the Agreement is deleted and the following substituted therefor:

Notwithstanding any other provision of this Paragraph 3, if, prior to a payment event described in items (a) and (b) of Paragraph 6 for the phantom shares credited to the Deferred Fee Account pursuant to this Paragraph 3(a), either (i) the Company ceases to be obligated to comply with the reporting provisions of the Securities Exchange Act of 1934 (the “ 1934 Act ”), or (ii) payment is made to the shareholders of the Company pursuant to a “going private” transaction, as defined in the regulations promulgated under the 1934 Act, such phantom shares shall be converted to a cash amount credited under Paragraph 3(b) based on the amount paid to shareholders of the Company for each share of common stock in connection with the event described in (i) or (ii) above as of the date of such event and thereafter shall be adjusted for earnings in accordance with Paragraph 3(b) until payment is made to the Director in ac