exh10_78.htm


    Exhibit
10.78

    


    
      	
              

            	 
      	 
      
	 
      	
              5847
      San Felipe, Suite 2600

            	 
      	 
      
	 
      	
              P.
      O. Box 572887

            	 
      	 
      
	 
      	
              Houston,
      Texas 77257-2887

            	 
      	 
      
	 
      	
              713
      975-7600

            	 
      	 
      


    

     

    April 3, 1996

     

    Mr. Ezra
G. Levin

    Kramer,
Levin, Naftalis, Nessen, Kamin & Frankel

    919 Third
Avenue, 40th Floor

    New York,
New York 10022

    


    
      	
               
      

            	
              RE:

            	
              LETTER
      AMENDMENT TO NON-EMPLOYEE 

              DIRECTOR
      DEFERRED FEE AGREEMENT

            


    

    


    Dear Mr.
Levin:

    


    By mutual agreement, this letter (the
“Letter Agreement”) will serve as an amendment to that certain Deferred Fee
Agreement dated as of September 1, 1994 (the “Agreement”), between MAXXAM Inc.
(the “Corporation”) and you, as a non-employee director of the Corporation.
Section 3(b) of the Agreement be and hereby is amended to read as
follows:

    


    


    
      	 
      	
              “(b)

            	 
      	 
      	
              None

            	 
      	 
      	
              25%

            	 
      	
              X

            	
              50%

            	 
      	 
      	
              75%

            	 
      	 
      	
              100%”

            


    

    


    of the
standing balance credited to the Deferred Account as of the last business day of
each month shall be increased by an amount reflecting interest on such balance
for such month calculated using one-twelfth of the Prime Rate plus 2 % on the
first day of such month. For this purpose the “Prime Rate” shall mean the
highest prime rate (or base rate) reported for such date in the Money Rates
column or section of The Wall Street
Journal as the rate in effect for corporate loans at large U.S. money
center commercial banks (whether or not such rate has actually been charged by
any such bank) as of such date. In the event The Wall Street
Journal ceases publication of such rate, the “Prime Rate” shall mean the
prime rate (or base rate) reported for such date in such other publication that
publishes such prime rate information as the Company may choose to rely
upon.”

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mr. Ezra
G. Levin

    RE:
Letter Amendment to Non employee

    Director
Deferred Fee Agreement

    April 3,
1996

    


     

    Please sign the enclosed second
original of this Letter Agreement and return it to us in the Federal Express
packaging provided to signify your approval of the foregoing amendment to the
Agreement. The extra original of this Letter Agreement is for your
records.

    


    


    
      	
              ATTEST:

            	 
      	
              MAXXAM
      INC.

            
	 
      	 
      	 
      
	
              /s/
      Nawasa Lafferty

            	 
      	
              By:

            	
              /s/
      Byron L. Wade

            
	
              Nawasa
      Lafferty

            	 
      	 
      	
              Byron
      L. Wade, Vice President,

            
	
              Assistant
      Secretary

            	 
      	 
      	
              Secretary
      & Deputy General Counsel

            
	 
      	 
      	 
      	 
      


    

    


    I, Ezra G. Levin, do hereby agree to
the foregoing Amendment to the Deferred Fee Agreement dated as of September 1,
1994, between MAXXAM
Inc. and myself.

    


    


    
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Ezra G. Levin

            
	 
      	 
      	
              Ezra
      G. Levin