Exhibit 10.28



 Exhibit 10.28 
  
 AMENDMENT TO THE 
 BEARINGPOINT, INC. 
 DEFERRED COMPENSATION PLAN 
  
 AMENDMENT, to the BearingPoint, Inc. Deferred Compensation Plan, by BearingPoint, Inc. (the “Company”). The
Company maintains the BearingPoint, Inc. Deferred Compensation Plan, effective as of September 1, 2001, amended and restated as of August 1, 2003 (the “Plan”). 
  
 WHEREAS, the Company, pursuant to the authority granted under Article 9.2 of the Plan, wishes to amend the Plan; 

 
 NOW, THEREFORE, the Company hereby amends the Plan as follows: 

 
 1. Effective December 31, 2004, page 1 of the Plan is amended by
adding a new section with caption, immediately before the section entitled “Purpose,” as follows: 
  
 Effect of December 31, 2004 Amendment 
  
 Effective December 31, 2004 (the “Plan Freeze Date”), the BearingPoint, Inc. Deferred Compensation Plan (the
“Plan”) is closed to new Participants and any Annual Deferral Amounts and Employer Matching Amounts arising after that date. The terms and conditions of this Plan shall continue to apply with respect to all Annual Deferral Amounts and
Employer Matching Amounts (and earnings and losses on those amounts) arising under this Plan and all Participants in this Plan on or before the Plan Freeze Date. Compensation from a Participant’s Annual Base Salary, Commissions, Team Bonus and
Individual Bonus that is earned and vested on or before the Plan Freeze Date, but which is not paid until after the Plan Freeze Date, is still governed by the terms and conditions of this Plan, provided that a valid Election Form was submitted with
respect to such compensation. The administrator of this Plan shall not materially modify any of the provisions of the Plan. Notwithstanding any provision in this Plan to the contrary, this Plan shall be read and interpreted to be consistent with the
intent of this amendment. 
  
 The Plan is being
amended with the intent that the amendment shall not constitute a material modification of the Plan for purposes of Section 885(d)(2) of Public Law No. 108-357, the American Jobs Creation Act of 2004. If any portion of this amendment is
determined to be a material modification for that purpose, that portion of the amendment shall be null and void. All provisions of this amendment of the Plan shall be read and interpreted to be consistent with the intent of this paragraph.

  
 2. Effective September 1, 2004, Article 1.30 of the Plan
is amended in its entirety as follows: 
  
 1.30
“Plan Year” shall mean the twelve-month period commencing September 1 and ending August 31 for each such twelve-month period up until 








 
August 31, 2004. “Plan Year” shall also mean the four-month period commencing September 1, 2004 and ending December 31, 2004 and each subsequent
twelve-month period commencing January 1 and ending December 31. 
  
 3. In all respects not amended, the Plan is hereby ratified and confirmed. 
  
 *         *         *         *         * 
  
 To record the adoption of this Amendment as set forth above, the Company has
caused this document to be signed on this 17th day of December, 2004. 
  

					
	 	 	 BEARINGPOINT, INC.

			
	 Date  April 22, 2005
	 	By:	 	/s/    BRIAN DAVENPORT        
	 	 	 	 	Brian Davenport, Director of Benefits