exh10_79.htm


    Exhibit
10.79

    


    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Agreement, as same has been modified from time to time, has been
revoked.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 accordance with
Paragraph 6.

    


    3.      In
addition to providing the annual statement referred to in Paragraph 4 of the
Agreement, the Company shall submit quarterly statements to the Director, as it
has in the past.

    


    4.      Paragraph
6 of the Agreement shall be revised in its entirety to read as
follows:

    


    6.      Deferred
Director’s Fees and earnings thereon credited to the Deferred Fee Account
pursuant to Paragraph 3(b) of the Agreement as of December 31, 2008 shall be
paid in cash by wire transfer to the Director or his designated beneficiary in a
lump sum on January 6, 2009.  All other Deferred Director’s Fees
credited to the Deferred Fee Account as phantom shares pursuant to Paragraph
3(a) or, upon conversion in accordance with the last sentence of Paragraph 3(a),
as cash pursuant to Paragraph 3(b), including all earnings credited to the
Deferred Fee Account (as of the payment date specified below), shall be paid in
cash by wire transfer to the Director or his designated beneficiary in a lump
sum on the 15th day
following the earlier to occur of: (a) a change in the ownership or effective
control of the Company or change in the ownership of a substantial portion of
the assets of the Company, as defined in section 409A of the Internal Revenue
Code of 1986, as amended and applicable regulations thereunder (a “change in
control”), or (b) February 10, 2014.  Any phantom shares credited to
the Deferred Fee Account upon the occurrence of item (a) or (b) shall be valued
on the following basis:  (i) for item (a), the amount paid to
shareholders of the Company for each share of Common Stock in connection with
such transaction or event, if applicable, or if no payment to shareholders is
made in connection with such transaction or event, the Closing Price on the day
the transaction or event occurs; and (ii) for item (b), the average of the
Closing Prices for the ten business days prior to February 10,
2014.


    
      
        
          0321AMD8.final.BLB.DOC

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    5.      There
shall be added to the last sentence of Paragraph 7 the following: “...it being
acknowledged that the Company has been advised by the Director that all Deferred
Fees to date (but excluding any interest credited to the Director’s Deferred Fee
Account pursuant to paragraph 3(b)) have been paid to the Director’s law firm
and previously reported as his earnings.”

    


    6.      Unless
otherwise specifically noted, capitalized terms used herein shall have the same
meaning as is assigned to them in the Agreement.  All provisions of
the Agreement not modified by this Amendment (the “Remaining
Provisions”) shall remain in full force and effect.  To the
extent of any conflict between this Amendment and the Remaining Provisions, this
Amendment shall control.

    


    
      	
              MAXXAM
      Inc.

               

               

            	 
      	 
      
	
              By:

            	
              /s/
      Bernard L. Birkel

            	 
      	 
      
	 
      	
              Bernard
      L. Birkel, Secretary

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              /s/
      Ezra G. Levin

            	 
      	 
      
	 
      	
              Ezra
      G. Levin

            	 
      	 
      


    

    


      
        
          
            0321AMD8.final.BLB.DOC