exh10_72.htm


    Exhibit
10.72

    


    AMENDMENT
TO

    RESTRICTED
STOCK AGREEMENT

    


    WHEREAS,
MAXXAM Inc., a Delaware corporation (the "Company"), and Charles E. Hurwitz
("Participant") are parties to that certain Restricted Stock Agreement dated as
of December 13, 1999 (the "Agreement"); and

    


    WHEREAS,
the 162(m) Compensation Committee of the Company has appointed a Subcommittee
(the "Subcommittee") for purposes of performing the administrative and other
duties described in Section 14 of the Agreement; and

    


    WHEREAS,
the Subcommittee has approved an amendment to the Agreement, as evidenced by
this instrument, and the parties hereto wish to enter into this Amendment as of
the date and year set forth below;

    


    NOW,
THEREFORE, the parties hereto hereby agree as follows:

    


    1.
Section 3 of the Agreement shall be amended to add the words "or any Permitted
Transferee who has received Transferred Shares (as such terms are defined in
Section 6A hereof)" after the word "Participant."

    


    2. The
Agreement shall be amended to insert a new Section 6A reading as
follows:

    


    6A.           Family
Transfers.

    


    
      	
               
      

            	
              (a)
      The Participant shall be permitted to at anytime or from time to time
      after December 16, 2003, transfer shares of the Stock to any of his
      spouse, his children (or their spouses), his grandchildren, or trusts for
      the benefit of any of the foregoing ("Permitted Transferees"); provided
      that the limitations, restrictions and other provisions of the Agreement
      shall continue to apply in respect of any shares of Stock so transferred
      ("Transferred Shares"). This means, for instance, that any Transferred
      Shares will be subject to the nontransferability provisions of Section 4
      of the Agreement and that, pursuant to the second sentence of Section 6 of
      the Agreement, any Transferred Shares will revert back to the Company in
      the event that Participant ceases to be in the employ of the Company at
      any time during the Restricted Period for any reason other than his death
      or permanent disability.

            


    

    


    
      	
               
      

            	
              (b)
      The Participant agrees to notify any Permitted Transferee who is to
      receive Transferred Shares of subsection (a) above and to cause such
      Permitted Transferee to execute any instrument reasonably requested by the
      Company in connection with the transfer to the Permitted Transferee,
      including an acknowledgment of subsection (a)
  above.

            


    

    


    
      	
               
      

            	
              (c)
      The certificates evidencing the Transferred Shares shall bear any legends
      they currently contain and any other legends that the Company may
      reasonably require in connection with any transfer to a Permitted
      Transferee.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3. In the
first and third sentences of Section 11 of the Agreement, add the words "or by a
Permitted Transferee" after the word "Participant" in each such
sentence.

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
December 16, 2003.

    


    


    


    
      	
              /s/
      Charles E. Hurwitz

            	 
      	 
      
	
              Charles
      E. Hurwitz

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              MAXXAM
      INC.

            	 
      	 
      
	 
      	 
      	 
      
	
              By:

            	
              /s/
      Bernard L. Birkel

            	 
      	 
      
	
              Name:

            	
              Bernard
      L. Birkel

            	 
      	 
      
	
              Title:

            	
              Secretary