DEFERRED FEE AGREEMENT


     THIS AGREEMENT, dated as of ___________________________, is by and
between MAXXAM INC., a Delaware corporation (the "Company"), and
_________________  (the "Director"), currently residing at
________________________________________________________________.

                                WITNESSETH:

     WHEREAS, the Director currently serves as a member of the Board of
Directors of the Company (the "Board") and receives remuneration
("Director's Fees") from the Company in that capacity; and

     WHEREAS, the Director desires to enter into an arrangement providing
for the deferral of Director's Fees; and

     WHEREAS, the Company is agreeable to such an arrangement;

     NOW, THEREFORE, it is agreed as follows:

     1.   The Director irrevocably elects to defer receipt, subject to the
provisions of this Agreement, of _____ percent of any Director's Fees which
may otherwise become payable to the Director for the Calendar year 1994 and
which relate to services performed after the date hereof.  Such election
shall continue in effect with respect to any Director's Fees which may
otherwise become payable to the Director for any calendar year subsequent
to 1994 unless, prior to January 1 of such year, the Director shall have
delivered to the Secretary of the Company a written revocation of such
election with respect to Director's Fees for services performed after the
date of such revocation.  Until such time as the election made under this
paragraph is revoked, the percentage specified in the first sentence hereof
shall apply on each occasion on which Director's Fees would otherwise be
paid to the Director.  Director's Fees with respect to which the Director
shall have elected to defer receipt are hereinafter referred to as
"Deferred Director's Fees."

     2.   The Company shall credit the amount of Deferred Director's Fees
to a book account (the "Deferred Fee Account") as of the date such fees
would have been paid to the Director had this Agreement not been in effect.
Director's Fees which would otherwise be payable for attending a meeting of
the Board or of a committee thereof shall be credited to the Deferred Fee
Account as of the first business day following such meeting; Director's
Fees which would otherwise be payable as a retainer shall be credited to
the Deferred Fee Account as of the first business day of the period to
which they relate.

     3.   Earnings shall be credited to the Deferred Fee Account as
          follows:
          (NOTE:  (a) and (b) below must add up to 100%)

          (a)  ____ None ____ 25%  ____ 50%  ____ 75%  ____ 100%

of the amount credited to the Deferred Fee Account pursuant to paragraph 2
shall be deemed invested in a number of phantom shares (including any
fractional share) of the Company's Common Stock equal to the quotient of
(a) such amount divided by (b) the closing market price (the "Closing
Price") of a share of Common Stock as reported for the date such amount is
credited to the Deferred Fee Account.  Whenever a cash dividend is paid on
Common Stock, the Deferred Fee Account shall be credited as of the payment
date with a number of phantom shares (including any fractional share) equal
to the quotient of (y) an amount equal to the cash dividend payable on a
number of shares of Common Stock equal to the number of phantom shares
(excluding any fractional share) standing credited to such Account at the
record date divided by (z) the Closing Price on such payment date.  In the
event of a stock dividend or distribution, stock split, recapitalization or
the like, the Deferred Fee Account shall be credited as of the payment date
with a number of phantom shares (including any fractional share) equal to
the number of shares (including any fractional share) of Company Stock
payable in respect of shares of Company Stock equal in number to the number
of phantom shares (excluding any fractional share) standing credited to
such Account at the record date.  At the time any payment is to be made
from the Deferred Fee Account pursuant to paragraph 6, the number of
phantom shares then standing credited thereto shall be valued at the
Closing Price on the first business day of the month in which such payment
is to be made, and such payment shall be made in cash.

          (b)  ____ None ____ 25%  ____ 50%  ____ 75%  ____ 100%

of the standing balance credited to the Deferred Fee 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
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.

     4.   The Company shall provide an annual statement to the Director
showing such information as is appropriate, including the aggregate amount
standing credited to the Deferred Fee Account, as of a reasonably current
date.

     5.   The Company's obligation to make payments from the Deferred Fee
Account shall be a general obligation of the Company and such payments
shall be made from the Company's general assets.  The Director's
relationship to the Company under this Agreement shall be only that of a
general unsecured creditor, and this Agreement (including any action taken
pursuant hereto) shall not, in and of itself, create or be construed to
create a trust or fiduciary relationship of any kind between the Company
and the Director, his or her designated beneficiary or any other person, or
a security interest of any kind in any property of the Company in favor of
the Director or any other person.  The arrangement created by this
Agreement is intended to be unfunded and no trust, security, escrow, or
similar account shall be required to be established for the purposes of
payment hereunder.  However, the Company may in its discretion establish a
"rabbi trust" (or other arrangement having equivalent taxation
characteristics under the Internal Revenue Code or applicable regulations
or rulings) to hold assets, subject to the claims of the Company's
creditors in the event of insolvency, for the purpose of making payments
hereunder.  If the Company establishes such a trust, amounts paid therefrom
shall discharge the obligations of the Company hereunder to the extent of
the payments so made.

     6.   Deferred Director's Fees, including all earnings credited to the
Deferred Fee Account pursuant to paragraph 3, shall be paid in cash to the
Director or his or her designated beneficiary as soon as practicable
following the date the Director ceases for any reason to be a member of the
Board.  Payments shall be made:

          /  / in a lump sum; or

          /  / in ____________________ annual installments (not to exceed
               10).

Each annual installment payment shall be made as of January 31 and shall be
an amount equal to the balance standing credited to the Deferred Fee
Account as of that date divided by the number of installments (including
the one then due) remaining to be paid.

Amounts standing credited to the Deferred Fee Account during the period in
which installments are paid shall be adjusted to reflect the crediting of
earnings in accordance with paragraph 3.

     7.   Payments hereunder shall be made to the Director except that:

          (a)  in the event that the Director shall be determined by a
court of competent jurisdiction to be incapable of managing
his financial affairs, and if the Company has actual notice
of such determination, payment shall be made to the
Director's personal representative(s); and

          (b)  in the event of the Director's death, payment shall be made
to the last beneficiary designated by the Director for
purposes of receiving such payment in such event in a
written notice delivered to the Secretary of the Company;
provided, that if such beneficiary has not survived the
Director, or no valid beneficiary designation is in effect,
payment shall instead be made to the Director's estate.

The Company shall deduct from any payment hereunder any amounts required
for federal and/or State and/or local withholding tax purposes.

     8.   Any balance standing credited to the Deferred Fee Account shall
not in any way be subject to the debts or other obligations of the Director
and, except as provided in paragraph 7(b), shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, garnishment or other legal or equitable process.

     9.   This Agreement shall not be construed to confer on the Director
any right to be or remain a member of the Board or to receive any, or any
particular rate of, Director's Fees.

     10.  Interpretations of, and determinations related to, this
Agreement, including any determinations of the amount standing credited to
the Deferred Fee Account, shall be made by the Board and shall be
conclusive and binding upon all parties.  The Company shall incur no
liability to the Director for any such interpretation or determination so
made or for any other action taken by it in connection with this Agreement
in good faith.

     11.  This Agreement contains the entire understanding and agreement
between the parties with respect to the subject matter hereof, and may not
be amended, modified or supplemented in any respect except by a subsequent
written agreement entered into by both parties.

     12.  This Agreement shall be binding upon, and shall inure to the
benefit of, the Company and its successors and assigns and the Director and
his or her heirs, executors, administrators and personal representatives.

     13.  This Agreement shall be governed and construed in accordance with
the laws of the State of Texas, without regard to principles of choice of
law.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer, and the Director has
executed this Agreement, on the date first written above.

ATTEST:                            MAXXAM INC.


______________________________
Byron L. Wade, Secretary           By:___________________________


                                   ______________________________
                                        [Director]