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that the election referred to in Paragraph 1 of the Agreement, as same has been modified from time to time, has been revoked.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