exh10_65.htm


    Exhibit
10.65

    


    


    


    


    


    


    


    


    MAXXAM
SUPPLEMENTAL SAVINGS PLAN

     

    


    (Effective
as of January 1, 2008)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          MI Supp
Svgs Plan (2008 amend’t).final.BLB.doc

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      	 
      	
                     
      Page

            
	
              SECTION
      I - DEFINITIONS

            	
                           1

            
	
              1.1

            	
              Account

            	
              1

            
	
              1.2

            	
              Administrative
      Committee

            	
              1

            
	
              1.3

            	
              Board of
    Directors

            	
              1

            
	
              1.4

            	
              Code

            	
              1

            
	
              1.5

            	
              Company

            	
              1

            
	
              1.6

            	
              Disability

            	
              1

            
	
              1.7

            	
              Eligible
    Employees

            	
              2

            
	
              1.8

            	
              Employer

            	
              2

            
	
              1.9

            	
              Key Employee

            	
              2

            
	
              1.10

            	
              Participant

            	
              2

            
	
              1.11

            	
              Plan

            	
              2

            
	
              1.12

            	
              Savings Plan

            	
              2

            
	
              1.13

            	
              Valuation Date

            	
              2

            
	
              1.14

            	
              409A

            	
              2

            
	 
      
	
              SECTION
      II – BENEFITS

            	
              2

            
	
              2.1

            	
              Account
      Established

            	
              2

            
	
              2.2

            	
              Benefits

            	
              2

            
	
              2.3

            	
              Earnings Credited to
      Accounts

            	
              3

            
	
              2.4

            	
              Time and Form of Payment of
      Vested Benefits

            	
              3

            
	 
      	
              Beneficiary

            	
              3

            
	 
      
	
              SECTION
      III – LIABILITY FOR PAYMENTS

            	
              4

            
	
              3.1

            	
              In General

            	
              4

            
	
              3.2

            	
              Unfunded Plan

            	
              4

            
	 
      
	
              SECTION
      IV – ADMINISTRATION

            	
              4

            
	 
      
	
              SECTION
      V – AMENDMENT AND TERMINATION

            	
              4

            
	 
      
	
              SECTION
      VI – MISCELLANEOUS

            	
              5

            
	
              6.1

            	
              No Employment
      Rights

            	
              5

            
	
              6.2

            	
              Forfeiture of
      Cause

            	
              5

            
	
              6.3

            	
              Non-Alienation of
      Benefits

            	
              5

            
	
              6.4

            	
              Binding Effect

            	
              5

            
	
              6.5

            	
              Liability Limited and
      Indemnification

            	
              5

            
	
              6.6

            	
              Withholding

            	
              5

            
	
              6.7

            	
              Separability

            	
              6

            
	
              6.8

            	
              Captions

            	
              6

            
	
              6.9

            	
              Usage

            	
              6

            
	
              6.10

            	
              Governing Laws

            	
              6

            


    

    



    
      
        
          MI Supp
Svgs Plan (2008 amend’t).final.BLB.doc

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    MAXXAM
SUPPLEMENTAL SAVINGS PLAN

    (Effective
as of January 1, 2008)

    


    PREAMBLE

     

               MAXXAM
Inc. has established this Supplemental Savings Plan in order to provide certain
participants in the Savings Plan with certain retirement benefits they would
have received under the Savings Plan were it not for the section 415(c) and
section 401(a)(17) limits on benefits imposed by section 415(c) and section
401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”).  This
Plan is intended to be both an “excess benefit plan” exempt from all of the
provisions applicable to employee pension benefit plans under the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)
and, with respect to certain benefits, a supplemental employee retirement plan
that qualifies as a “top hat” plan exempt from most of the substantive
provisions of ERISA.  This Plan became subject to section 409A of the
Code (along with applicable regulations and other Department of Treasury
guidance of general application, “409A”)
on January 1, 2005, and this amendment and restatement of the Plan is intended
to comply with 409A.

    


    SECTION
I

    DEFINITIONS

     

               For
purposes of this Plan, the following terms shall have the meanings set forth
below.

    


               1.1           Account. The record of a
Participant’s accumulated benefit hereunder that is established pursuant to
Section 2.1.

     

               1.2           Administrative
Committee.  The
Administrative Committee appointed under the Savings Plan.

     

               1.3           Board of
Directors.  The Board of
Directors or Managers, or other person, entity or body performing similar
functions, of the Company or any Employer, or committee of such Board of
Directors delegated the authority to act with respect to this Plan.

     

               1.4           Code.  Such term shall
have the meaning assigned to it in the Preamble above.

     

               1.5           Company.  MAXXAM Inc., a
Delaware corporation, and any successor thereof by merger, consolidation or
otherwise.

     

               1.6           Disabled.  A Participant will be considered disabled
if he has any medically determinable physical or mental impairment which
prevents a Participant from engaging in any substantial gainful activity for an
Employer, if such condition can be expected to result in death or can be
expected to have a duration of at least 12 months, determined in accordance with
409A.

     


    
      
        
          


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               1.7           Eligible
Employees.  Each participant
in the Savings Plan shall automatically be eligible to participate in this Plan
for purposes of subsection 2.2.1.  Participants in the Savings Plan
who also are designated as eligible to receive supplemental benefits in
accordance with subsection 2.2.2 for a year shall be eligible to participate in
this Plan for purposes of subsection 2.2.2.  The Company’s Board of
Directors can change any such designation for any year by action taken prior to
the last day of such year.  Designations by the Company’s Board of
Directors with respect to subsection 2.2.2 shall be in its sole discretion,
without any obligation to treat similarly-situated individuals the
same.

     

               1.8           Employer.  The Company and
any other corporation, partnership or other entity treated with the Company as a
single employer under section 414 of the Code (an “Affiliate”)
that has adopted this Plan with the consent of the Company’s Board of
Directors.

     

               1.9           Key
Employee.  A “specified employee”
within the meaning of 409A.

     

               1.10        Participant.  An Eligible
Employee for whom a book-keeping account is maintained by the Company evidencing
an amount owed to such person by his or her Employer under the
Plan.

     

               1.11        Plan.  This MAXXAM
Supplemental Savings Plan.

     

               1.12        Savings
Plan.  The MAXXAM
Savings Plan.

     

               1.13        Valuation
Date.  Each December 31 and such other dates within the
calendar year as the Administrative Committee shall designate from time to time
and with respect to any Participant that has terminated employment, the date of
such termination.

     

              
1.14         409A.  Such term shall
have the meaning assigned to it in the Preamble above.

     

    


    SECTION
II

    BENEFITS

    


               2.1           Account
Established.  The Company shall establish a memorandum or
book-keeping account on its records for each Participant to evidence the
benefits and earnings accrued under Sections 2.2 and 2.3 by each
Participant.

     

               2.2           Benefits.

     

                              
2.2.1.      Section
415 Excess Benefits.  As of December 31 of each year commencing
with December 31, 2006, each Eligible Employee shall accrue an amount equal to
what he or she would have been allocated under the Savings Plan as Basic
Discretionary Contributions and Transition Contributions for the year but for
the application of the limit imposed by section 415(c) of the Code on the total
amount that could be credited as annual additions to such individual’s Savings
Plan account for that year.

     

                              
2.2.2.     Supplemental
Benefits.  As of December 31 of each year commencing with
December 31, 2006, each Eligible Employee who is designated as eligible for
supplemental benefits
under this subsection 2.2.2 for the year shall accrue an amount equal to the
Basic Discretionary Contributions and Transition Contributions that such
Eligible Employee would have been allocated under the Savings Plan for that year
on eligible compensation for the year (as defined in the Savings Plan but
disregarding references to section 401(a)(17) of the Code) in excess of the
compensation limit for that year under section 401(a)(17) of the Code (but
without duplication of any amounts credited to such Participant’s Account
pursuant to subsection 2.2.1).

     


    
      
        
          


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2.3           Earnings
Credited To
Accounts.  Effective as of the close of business on each
Valuation Date, earnings shall be credited to each Participant’s Account for the
period since the last Valuation Date in accordance with uniform rules
established by the Administrative Committee using the prime rate in effect at
the end of the month preceding the month containing such Valuation Date as
reported by the Wall Street Journal or such other rate as shall be determined by
the Company’s Board of Directors in its sole discretion.

     

               2.4           Time and
Form of Payment of Vested Benefits.  The vested
balance of a Participant’s Account shall be paid to or on behalf of the
Participant following his termination of employment in accordance with this
Section 2.4.  

     

                              
2.4.1       Vesting.  The
percentage of a Participant’s Account under the Plan that is vested shall be the
same percentage as his account under the Savings Plan as of the same
date.

     

                               2.4.2       Time and
Form of Payment to Participant.  A Participant’s vested Account
balance shall be paid to him in a single cash payment on the fifteenth (15th) day of
the month following the month in which he becomes Disabled or terminates
employment with the Employer and Affiliates, provided, however, if the
Participant is a Key Employee and payment is made on account of his termination
of employment (and not on account of his becoming Disabled, payment shall be
delayed for six months after the date of the Participant’s termination of
employment.  If payment of a Participant’s vested Account balance is
delayed for six months, interest shall be credited to such Participant’s vested
Account balance, through the date of expiration of the six-month period, at the
rate that would have applied if payment had not been delayed, and such delayed
payment shall be made fifteen (15) days following expiration of the six-month
waiting period.

     

                              
2.4.3       Death
Benefits.  If a Participant dies before receipt of payment from
the Plan, payment of the Participant’s vested Account balance shall be made
instead to his beneficiary or beneficiaries (as defined in Section 2.5
below).  Such payment(s) shall be made thirty (30) days after the
Participant’s death.  Notwithstanding the foregoing, if there is a
dispute or other uncertainty regarding a Participant’s beneficiary or
beneficiaries, such payment(s) shall be made thirty (30) days after such dispute
or uncertainty is fully and finally resolved.

     

                              
2.4.4       Payment
Grace Period.  Any payment made before or after a specified
payment date provided herein, but within the applicable grace period permitted
by 409A, shall be considered payment on the specified payment date for all
purposes under the Plan.

     

               2.5           Beneficiary.  The beneficiary
or beneficiaries to whom amounts are payable under this Plan after the death of
the Participant shall be the same as the beneficiary or beneficiaries
to whom amounts are payable (in the same proportions) under the Savings Plan
after the death of the Participant.

     


    
      
        
          


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    SECTION
III

    LIABILITY
FOR PAYMENTS

     

               3.1           In
General.  Benefits payable
under this Plan shall be the liability of the Employer that employed the
Participant with respect to whom benefits are payable.  If a
Participant is entitled to benefits under this Plan attributable to periods of
employment with more than one Employer, the Company shall determine the
apportionment of liability among such Employers, such apportionment to be
determined based upon the aggregate accruals for the Participant under Sections
2.2 and 2.3 during the Participant’s term of employment with each
Employer.

     

               3.2           Unfunded
Plan.  While this Plan
refers to the crediting of amounts to a Participant’s Account from time to time,
all Accounts maintained under the Plan are book-entry, memorandum accounts only,
and do not represent an interest in any trust, fund or specific asset or
property.  Any obligation of an Employer to pay benefits hereunder
shall be an unsecured promise, and any right to enforce such obligation shall be
solely as a general creditor of the Employer.

     

    SECTION
IV

    ADMINISTRATION

     

               The
Administrative Committee shall administer the Plan.  The
Administrative Committee shall have full discretionary authority to determine
all questions arising in connection with the Plan, including its interpretation
and the determination of eligibility for benefits, and may adopt procedural
rules and employ and rely upon such legal counsel, actuaries, accountants and
agents as it may deem advisable to assist in the administration of the
Plan.  Absent manifest error, the decisions of the Administrative
Committee shall be conclusive and binding on all persons.

     

    SECTION
V

    AMENDMENT
AND TERMINATION

     

               The
Company may waive, modify or amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate the Plan entirely at any time;
provided, that any such waiver, modification, amendment, suspension or
termination is permitted by 409A; and further provided that no such
modification, amendment, suspension or termination shall reduce the benefits
accrued by the Participant (including earnings credited to his Account as of the
most recent Valuation Date) up to the date of the modification, amendment,
suspension or termination.  Any such action by the Company shall be
binding on all Employers.  Any participating Employer (other than the
Company) may withdraw from the Plan by action of its Board of Directors and by
giving at least 20 business days advance written notice to the Company unless
the Company waives such notice or agrees on any shorter period of advance
notice.  As of the effective date of such withdrawal the Plan shall be
deemed to be frozen with respect to the
withdrawing Employer, and no additional benefits (including credited earnings)
shall accrue with respect to individuals employed by such Employer after that
date.


    
      
        
          


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    SECTION
VI

    MISCELLANEOUS

    


               6.1           No
Employment Rights.  The establishment
of the Plan shall not be construed as conferring any rights upon any employee or
any person for a continuation of his employment, nor shall it be construed as
limiting in any way the right of any Employer to discharge any employee or to
treat him without regard to the effect which such treatment might have upon him
as a Participant under the Plan.

     

               6.2           Forfeiture
for Cause.  Notwithstanding
any provision of this Plan to the contrary, if a Participant or former
Participant is found guilty (by a court of competent jurisdiction) of any act of
fraud or dishonesty against an Employer, then all rights which the Participant
or his beneficiary may have under this Plan shall be retroactively forfeited,
any obligation of an Employer to make accruals or payments hereunder shall
terminate, any accruals or payments made hereunder shall be considered null and
void, and any such payments shall be recoverable by the
Employer(s).

     

               6.3           Non-Alienation
of Benefits.  Except as otherwise provided by law, no benefit,
interest, or payment under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, whether voluntary or involuntary, and no attempt to so anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be
valid, nor shall any such benefit, interest, or payment be in any way liable for
or subject to the debts, contracts, liabilities, engagements or torts of the
person entitled to such benefit, interest, or payment or be subject to
attachment, garnishment, levy, execution or other legal or equitable
process.

     

               6.4           Binding
Effect.  This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
participating Employers and the heirs, administrators, executors and personal
representatives of the Participant.

     

               6.5           Liability
Limited and Indemnification.  No member of the
Administrative Committee or of the Board of Directors of an Employer shall be
personally liable for any act or omission done or failed to be done by such
member in the course of administering or otherwise acting with respect to this
Plan, except as provided by law or the in articles of incorporation, bylaws, or
other organizational documents of an Employer.  Moreover, each member
of the Administrative Committee and the Board of Directors of each Employer
shall be indemnified to the fullest extent provided for in the applicable
Employer’s articles of incorporation, bylaws, or other organizational documents,
from any expense, liability or loss incurred or suffered by any of such persons
as a result of administering or otherwise acting with respect to this
Plan.

     

               6.6           Withholding.  Benefit payments
hereunder shall be subject to withholding, to the extent required by applicable
tax or other laws, or an order of a court of competent
jurisdiction.

     


    
      
        
          


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               6.7           Separability.  If any provision
of this Plan is held invalid or unenforceable, to the extent necessary to
effectuate the purposes of this Plan, its invalidity or unenforceability shall
not affect any other provisions of the Plan and the Plan shall be construed and
enforced as if such provisions had not been included therein.

     

               6.8           Captions.  Except for the
definitions in Section I, the captions contained herein and the table of
contents prefixed hereto are inserted only as a matter of convenience and for
reference, and in no way define, limit, enlarge or describe the scope or intent
of this Plan nor in any way shall affect the Plan or the construction of any
provision thereof.

     

               6.9           Usage.  Whenever
applicable, the masculine gender, when used in the Plan, shall include the
feminine or neuter gender, and the singular shall include the
plural.

     

               6.10        Governing
Laws.  The Plan shall be
governed by and construed and administered under the internal laws of the State
of Texas (without regard to any provisions relating to conflict of laws), except
to the extent that such laws are preempted by Federal law.

     

    EXECUTED
as of the year and date set forth on the cover page hereof.

    


    


    
      	 
      	 
      	
              MAXXAM
      INC.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      M. Emily Madison

            
	 
      	 
      	
              M.
      Emily Madison

            
	 
      	 
      	
              Vice
      President, Finance

            


    

    


    



    
      
        
          


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