**Exhibit 10(e)(10)**

 

**TENTHAMENDMENT TO THE**

**KAISERGROUP INTERNATIONAL, INC.**

**SECTION401(k) PLAN**

 

**WHEREAS,** KaiserGroup International, Inc., which was formerly known as ICF KaiserInternational, Inc. (the “Company”), maintains that Kaiser Group International,Inc. Section 401(k) Plan (the “Plan”), which was most recently restatedeffective as of January 1, 1996; and

 

**WHEREAS,** the Plan asso restated has been amended on nine occasions; and

 

**WHEREAS,** the Companyhas decided to amend the Plan to reconcile certain references set forth inprior amendments; and

 

**WHEREAS,** the IRS hasrequested certain amendments to the Plan as a condition to the issuance of afavorable determination letter;

 

**NOW, THEREFORE,**effective as of the dates specifically set forth below, the Plan is amended inthe manner hereinafter set forth.

 

1.             The third and fourthsentences of the first paragraph of Section 1.9 of the Plan are hereby amended,effective as of January 1, 1997, to provide as follows:

 

Compensation generally includes only those items specified in TreasuryRegulations § 1.415-2(d)(2) and shall exclude all items specified in TreasuryRegulations § 1.415-2(d)(3).  EffectiveJanuary 1, 1998, notwithstanding theabove, for purposes of Section 4.1 of the Plan, salary reduction amountscontributed to the Company’s Dependent Care Assistance plan, the HealthFlexible Spending Account Plan, Pre-tax Contribution Plan, and this Plan shallbe considered Compensation; and provided, further, that, effective for PlanYears beginning on and after January 1, 2001, notwithstanding the provisions set forth above, for purposes of Section4.1 of the Plan, qualified transportation fringe benefits excluded from grossincome by reason of Section 132(f)(4) of the Code shall be consideredCompensation.

 

2.             The second paragraph of Section 1.9 of thePlan is hereby amended, effective as of January 1, 1997, by the addition of twosentences after the first sentence of said paragraph to provide as follows:

 

Prior to January 1, 1997, for purposes ofapplying the limits on compensation under Section 401(a)(17) of the Code, aHighly Compensated Employee’s Family Member shall be treated as a singleemployee with one compensation, and the dollar limit will be allocated amongthe members of the family unit in proportion to each member’scompensation.  On and after January 1,1997, such family aggregation rules shall no longer apply.

 

----

 

3.             Clause(ii) of Section 1.12 of the Plan is hereby amended, effective as of January 1,1997, as follows:

 

(ii)           for periods prior to January1, 1997, such services are of a type historically performed by employees in thebusiness field of the recipient and after December 31, 1996, such services areperformed under the primary direction or control of the recipient.

 

4.             Section 1.16 of thePlan is hereby amended, effective as of January 1, 1997, by the deletion of thelast sentence thereof and by the addition of the following language at the endthereof:

 

Effective for years after December 31, 1996, the following procedureshall be used to distribute Excess Contributions:

 

Step 1:            The dollar amount of Excess Contributionsfor each Highly Compensated Employee will be calculated as described in CodeSection 401(k)(8)(B) and Treasury Regulation §1.401(k)-1(f)(2).

 

Step 2:            The total of all the dollar amountscalculated in Step 1 will be determined.

 

Step 3:            The total determined under Step 2 will bedistributed by reducing the Salary Deferrals of the Highly Compensated Employeewith the highest dollar amount of Salary Deferrals by the amount required tocause such Employee’s Salary Deferrals to equal the dollar amount of the SalaryDeferrals of the Highly Compensated Employee with the next highest dollaramount of Salary Deferrals.  This stepis repeated in turn for each Highly Compensated Employee, based on the highestdollar amounts of Salary Deferrals, until the all Excess Contributions (asdetermined in Step 2) are distributed.

 

5.             Section1.20 of the Plan is hereby amended, effective as of January 1, 1997, by: (i)the correction the cross reference in clause (a) from “Section 4.3(b)(ii)” to“Section 4.4(b)(iii)” and the cross reference in the last sentence thereof from“Section 1.17” to “Section 1.20”; and (ii) the addition of a paragraph at theend thereof to provide as follows:

 

Prior to January 1, 1997, the term “Highly Compensated Employee” shallreflect the provisions of Section 414(q)(6) of the Code as it existed prior tothe repeal of the family aggregation rules, as follows:

 

(A)          Treatmentof certain family members

 

In general.  If an individual isa member of the family of a 5-percent owner or of a Highly Compensated Employeein the group consisting of the 10 highly compensated Employees paid the highestcompensation during the year, then—

 

2

----

 

(i)            Suchindividual shall not be considered a separate employee, and

 

(ii)           Anycompensation paid to such individual (and any applicable contribution andbenefit on behalf of such individual shall be treated as if it were paid to(and on behalf of) the 5-percent owner or Highly Compensated Employee.

 

(B)           Family.  For purposes of subparagraph (a), the term“family” means, with respect to any employee, such Employee’s spouse and linealascendants or descendants and the spouses of such lineal ascendants ordescendants.

 

(C)           Rulesto apply to the provisions.

 

(i)            Ingeneral, except as provided in regulations and in clause (ii), the rules ofsubparagraph (A) shall be applied in determining the compensation of (or anycontributions or benefits on behalf of) any Employee for purposes of anysection with respect to which a Highly Compensated Employee is defined byreference to this subsection.

 

(ii)           Exceptionfor determining integration levels. Clause (i) shall not apply in determining the portion of the compensationof a participant which is under the integration level for purposes of section401(l).

 

After December 31, 1996, such family aggregation rules shall no longerapply.

 

6.             Section 1.36 of the Plan is herebyamended, effective as of  January 1,1997, to provide as follows:

 

1.36         “§415 Compensation” shallmean Compensation as defined in Section 4.4(b)(iii) of the Plan.

 

7.             Effective as of January 1, 2001, thesentence added by Item 6 of the seventh Amendment to the Plan is hereby addedto Section 4.2 of the Plan and is amended by the addition of the phrase “On andafter January 1, 2001,” at the beginning thereof.

 

8.             Effective as of January 1, 2001, thereference to the last sentence of Section 4.3 in Item 6 of the seventhAmendment to the Plan is hereby deleted.

 

3

----

 

9.             Section 4.4(b)(iii)of the Plan is hereby amended, effective as of January 1, 1997, as follows:

 

(iii)          Theterm “§ 415 Compensation” shall mean compensation as defined in Section415(c)(3) of the Code, including all of the items listed in Treasury Reg. §1.415-2(d)(2) and excluding all of the items listed in Treasury Reg. §1.415-2(d)(3).  For Limitation Yearsbeginning after December 31, 1997, for purposes of applying the limitationsunder Section 4.4, compensation paid or made available during such LimitationYear shall include any elective deferral (as defined in Section 402(g)(3) ofthe Code) and any amount that is contributed or deferred by the Employer at theelection of an Employee and that is not includible in gross income of theEmployee by reason of Section 125 or 457 of the Code.  For Plan and Limitation Years beginning on and after January 1,2001, for purposes of applying the limitations under Section 4.4, compensationpaid or made available during such Plan and Limitation Years shall includeelective amounts that are not includible in gross income of an Employee byreason of Section 132(f)(4) of the Code.

 

10.           Section 4.4(b) of thePlan is hereby amended, effective as of January 1, 1997, by the substitution ofthe term “§415 Compensation” for the references to “Compensation” therein.

 

11.           Clause (i) of Section4.4(b)(x) of the Plan is hereby amended, effective as of January 1, 1996, toprovide as follows:

 

(i) effectivefor Limitation Years beginning after December 31, 1994, $30,000 (as adjustedunder Section 415(d) of the Code), or

 

12.           Thesecond sentence of Section 4.4(c) of the Plan is hereby amended, effective asof January 1, 1997, by the addition of language following the words “If theAnnual Additions to the Account of a Participant in any Limitation Year wouldotherwise exceed such amount” to provide as follows:

 

by reason of a reasonable error in estimating a Participant’s annualcompensation or in determining the amount of Salary Deferrals that may be madewith respect to any Participant under Section 415 of the Code,

 

13.           Section 4.5(d) of thePlan is hereby amended, effective as of January 1, 1996, by the correction ofthe phrase “shall be distribution” of the first sentence thereof to the phrase“shall be distributed” and the amendment of the last sentence of the thirdparagraph of Section 4.5(d) to provide as follows:

 

Alldistributions of Excess Contributions shall be accomplished in accordance withSection 1.16.

 

14.           Sections 4.7 through Section 4.11 of thePlan are hereby renumbered, effective as of June 30, 2003, as Section 4.5, 4.6,4.7, 4.8 and 4.9, respectively.

 

4

----

 

15.           The penultimatesentence of the first sentence of Section 4.6****of the Plan is herebyamended, effective January 1, 1997, to provide as follows:

 

Prior to January 1, 1997, the family aggregation rules shall apply indetermining whether there are excess aggregate contributions for a Plan Year.

 

16.           Section 4.6 of the Planis hereby amended, effective as of January 1, 1997, by the addition of asentence after the second sentence of the first paragraph thereof to provide asfollows:

 

Effective foryears after December 31, 1996, any excess Matching employer contributions (andany contributions deemed to be after-tax contributions) shall be distributedpursuant to the method described in Section 1.16, except that the term “excessaggregate contributions” (meaning excess Matching employer contributions andany contributions deemed to be after-tax contributions) shall be substitutedfor the term ‘Excess Contributions.

 

17.          Section 4.8 of the Plan is hereby amended,effective as of  January 1, 1997, by thedeletion of the last two sentences thereof.

 

18.           Section 8.3(c)(iii) ofthe Plan is hereby amended, effective as of January 1, 2000, by the addition ofa sentence at the end thereof to provide as follows:

 

EffectiveJanuary 1, 2000, an “eligible rollover distribution” shall also excludehardship withdrawals (as defined in Code Section 401(k)(2)(B)(i)(IV)) that areattributable to a Participant’s Salary Deferrals.

 

19.           The last sentence of paragraph (c) ofSection 8.3 of the Plan is hereby amended, effective as of January 1, 2002, bythe insertion of the clause “, prior January 1, 2002” after the word “distributee.”

 

20.           All references in Item 1 in the NinthAmendment to the Plan to Section 8.3 of the Plan shall mean, effective as ofJune 30, 2003, Section 8.4.

 

21.           Items 1 and 13 of the Ninth Amendment to thePlan are hereby amended, effective as of June 30, 2003, by the deletion of thereferences to Sections 8.3(e) and (f).

 

22.           Item 12 of the Ninth Amendment to the Planis hereby amended, effective as of June 30, 2003, by the substitution of thereference to “Section 8.4” in place of the reference to Section 8.3(f)(7).

 

23.           Item 13 of the Ninth Amendment to the Planis hereby amended, effective as of June 30, 2003, to provide as follows:

 

Effective as of the later ofJuly 30, 2003, or the 90th day after individuals have been furnisheda summary that reflects the elimination from the Plan of the optional form ofbenefit described in Section 8.3(d),

 

5

----

 

Section 8.4 is amended by: (i) thedeletion of paragraphs (a), (b), (c), (d), (e), and (f); (ii) the renumberingof paragraph (g), (h), (i) and (j) as (a), (b), (c), and (d); and (iii) theamendment of new paragraph (b) to provide as follows:

 

(b)           Form of Distribution.  The benefit shall be paid to theParticipant’s beneficiary in the lump sum form of distribution described inSection 8.3(b).

 

24.           Item 14 of the Ninth Amendment to the Planis hereby amended, effective as of June 30, 2003, by the substitution of thereference to “Section 8.7” in place of the reference to “Section 8.6”.

 

25.           Item 15 of the Ninth Amendment to the Planis hereby amended, effective as of June 30, 2003, by the substitution of thereference to “Section 8.8” in place of the reference to “Section 8.7”.

 

 

**Executed**this 17th day of March, 2004.

 
|   | **KAISER GROUP  HOLDINGS, INC.** |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | /s/ John T. Grigsby, Jr. |
|   |                             | Title:  President |
|        |                                  |  |  |

 

6

----