## **Exhibit10(c)(9)**

 

**NINTHAMENDMENT****TO THE****ICFKAISER INTERNATIONAL, INC.****RETIREMENTPLAN**

 

WHEREAS, the ICF Kaiser International, Inc. Retirement Plan(hereinafter referred to as the “Plan”) was established effectiveAugust 1, 1971;

 

WHEREAS, the Plan was most recently restated effective January 1,1996, by ICF Kaiser International, Inc. (currently known as Kaiser GroupInternational, Inc. and hereinafter referred to as the “Company”);

 

WHEREAS, the restated Plan was amended subsequently on eight occasions;

 

WHEREAS, the Company has retained the authority to amend and merge thePlan pursuant to Sections 10.2 and 10.3 of the Plan; and

 

WHEREAS, the Company desires to (i) merge the Plan into, and transferthe Plan’s assets to the trustee of, the ICF Kaiser International, Inc. Section401(k) Plan, (ii) simplify the forms of benefit payment available under thePlan, and (iii) make miscellaneous changes required by the Internal RevenueCode or applicable regulations;

 

NOW, THEREFORE, effective as of the dates stated below, the Plan ishereby amended as follows:

 

1.               Effective January 1, 2003, Section1.8 is amended to replace the reference to “ICF Kaiser International, Inc.”with a reference to “Kaiser Group International, Inc.”

 

2.               Effective January 1, 2001, Section 1.10is amended to add the clause, “, as well as qualified transportation fringebenefits excluded from gross income by reason of Code section 132(f)(4),” afterthe clause, “and the ICF Kaiser International, Inc. Section 401(k) Plan,” inthe fourth sentence.

 

3.               Effective January 1, 2002, Section1.40 is amended to read as follows:

 

“[Reserved]”

 

4.               Effective January 1, 2001, Section4.4(b)(iii) is amended to add a phrase at the end to read as follows:

 

“, including,elective amounts that are not includible in a Participant’s gross income byreason of Code section 132(f)(4).”

 

5.               Effective January 1, 2003, a newSection 8.13 is amended to read as follows:

 

“8.13                               **MinimumDistribution Requirements**

 

(a)                                  **General Rules**

 

(i)                                     **Effectivedate**.  The provisions ofthis Section 8.13 will apply for purposes of determining required minimumdistributions for calendar years beginning with the 2003 calendar year.

 

(ii)                                  **Precedence**.  The requirements of this Section 8.13 willtake precedence over any inconsistent provisions of the Plan.

 

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(iii)                               **Requirements of Treasury regulationsincorporated**.  Alldistributions required under this Section 8.13 will be determined and made inaccordance with the Treasury regulations under section 401(a)(9) of the Code.

 

(iv)                              **TEFRA section 242(b)(2) elections**.  Notwithstanding the other provisions of thisSection 8.13, distributions may be made under a designation made beforeJanuary 1, 1984, in accordance with section 242(b)(2) of the Tax Equity andFiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate tosection 242(b)(2) of TEFRA.

 

(b)                                 **Time and Manner of Distribution**

 

(i)                                     **RequiredBeginning Date**.  TheParticipant’s entire interest will be distributed, or begin to be distributed,to the Participant no later than the Participant’s Required Beginning Date.

 

(ii)                                  **Death of Participant beforedistributions begin**. Except as provided in Section 8.13(d), if the Participant dies beforedistributions begin, the Participant’s entire interest will be distributed, orbegin to be distributed, no later than as follows:

 

(1)                                  If the Participant’s survivingspouse is the Participant’s sole designated beneficiary, then distributions tothe surviving spouse will begin by December 31 of the calendar yearimmediately following the calendar year in which the Participant died, or byDecember 31 of the calendar year in which the Participant would haveattained age 701⁄2, if later.

 

(2)                                  If the Participant’ssurviving spouse is not the Participant’s sole designated beneficiary, thendistributions to the designated beneficiary will begin by December 31 ofthe calendar year immediately following the calendar year in which theParticipant died.

 

(3)                                  If there is nodesignated beneficiary as of September 30 of the year following the yearof the Participant’s death, the Participant’s entire interest will bedistributed by December 31 of the calendar year containing the fifthanniversary of the Participant’s death.

 

(4)                                  If the Participant’ssurviving spouse is the Participant’s sole designated beneficiary and thesurviving spouse dies after the Participant but before distributions to thesurviving spouse begin, this Section (b)(2), other than section (b)(2)(i), willapply as if the surviving spouse were the Participant.

 

For purposes of this Section (b)(ii) and Section (d), unless Section(b)(ii)(4) applies, distributions are considered to begin on the Participant’sRequired Beginning Date. If Section (b)(ii)(4) applies, distributions areconsidered to begin on the date distributions are required to begin to thesurviving spouse under Section (b)(ii)(1). If distributions under an annuity purchased from an insurance companyirrevocably commence to the participant before the Participant’s RequiredBeginning Date (or to the Participant’s surviving spouse before the datedistributions are required to begin to the surviving spouse under Section(b)(ii)(1)), the date distributions are considered to begin is the datedistributions actually commence.

 

(iii)                               **Forms of distribution**.  Unless the Participant’s interest isdistributed in the form of an annuity purchased from an insurance company or ina single sum on or before the Required Beginning Date, as of the firstdistribution calendar year distributions will be made in accordance withSections (c) and (d) below.  If theParticipant’s interest is distributed in the form of an annuity purchased froman insurance company, distributions thereunder will be made in accordance withthe requirements of section 401(a)(9) of the Code and the Treasury regulations.

 

(c)                                  **Required Minimum Distributions DuringParticipant’s Lifetime**

 

(i)                                     **Amount ofrequired minimum distribution for each distribution calendar year**.  During the Participant’s lifetime, theminimum amount that must be distributed for each distribution calendar year isthe lesser of:

 

(1)                                  the quotient obtained by dividingthe Participant’s Account balance by the distribution

 

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periodin the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of theTreasury regulations, using the Participant’s age as of the Participant’sbirthday in the distribution calendar year; or

 

(2)                                  if the Participant’ssole designated beneficiary for the distribution calendar year is theParticipant’s spouse, the quotient obtained by dividing the Participant’sAccount balance by the number in the Joint and Last Survivor Table set forth insection 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s andspouse’s attained ages as of the Participant’s and spouse’s birthdays in thedistribution calendar year.

 

(ii)                                  **Lifetime required minimumdistributions continue through year of Participant’s death**.  Required minimum distributions must bedetermined under this Section (c) beginning with the first distributioncalendar year and up to and including the distribution calendar year thatincludes the Participant’s date of death.

 

(d)                                 **Required Minimum Distributions AfterParticipant’s Death**

 

(i)                                     **Death onor after date distributions begin**

 

(1)                                  **Participant survived by designatedBeneficiary**.  If the Participant dies on or after the datedistributions begin and there is a designated beneficiary, the minimum amountthat must be distributed for each distribution calendar year after the year ofthe Participant’s death is the quotient obtained by dividing the Participant’sAccount balance by the longer of the remaining life expectancy of theParticipant or the remaining life expectancy of the Participant’s designatedbeneficiary, determined as follows:

 

(A)                              The Participant’sremaining life expectancy is calculated using the age of the Participant in theyear of death, reduced by one for each subsequent year.

 

(B)                                Ifthe Participant’s surviving spouse is the Participant’s sole designatedbeneficiary, the remaining life expectancy of the surviving spouse iscalculated for each distribution calendar year after the year of theParticipant’s death using the surviving spouse’s age as of the spouse’sbirthday in that year.  For distributioncalendar years after the year of the surviving spouse’s death, the remaininglife expectancy of the surviving spouse is calculated using the age of thesurviving spouse as of the spouse’s birthday in the calendar year of thespouse’s death, reduced by one for each subsequent calendar year.

 

(C)                                If the Participant’ssurviving spouse is not the Participant’s sole designated beneficiary, thedesignated beneficiary’s remaining life expectancy is calculated using the ageof the beneficiary in the year following the year of the Participant’s death,reduced by one for each subsequent year.

 

(2)                                  **No designated beneficiary**. If the Participant dies on or after the date distributions begin andthere is no designated beneficiary as of September 30 of the year afterthe year of the Participant’s death, the minimum amount that must bedistributed for each distribution calendar year after the year of theParticipant’s death is the quotient obtained by dividing the Participant’sAccount balance by the Participant’s remaining life expectancy calculated usingthe age of the Participant in the year of death, reduced by one for eachsubsequent year.

 

(ii)                                  **Death before date distributions begin**

 

(1)                                  **Participant survived by designatedbeneficiary**.  If theParticipant dies before the date distributions begin and there is a designatedbeneficiary, distribution to the designated beneficiary is not required tobegin by the date specified in Section (b)(ii), but the Participant’s entireinterest must be distributed to the designated beneficiary by December 31of the calendar year containing the fifth anniversary of the Participant’sdeath.  If the Participant’s survivingspouse is the Participant’s sole designated beneficiary and the 

 

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surviving spouse dies after the Participant but before distributions toeither the Participant or the surviving spouse begin, this election will applyas if the surviving spouse were the Participant.

 

(2)                                  **No designated beneficiary**. If the Participant dies before the date distributions begin and there isno designated beneficiary as of September 30 of the year following theyear of the Participant’s death, distribution of the Participant’s entireinterest must be completed by December 31 of the calendar year containingthe fifth anniversary of the Participant’s death.

 

(e)                                  **Definitions**

 

(i)                                     **Designatedbeneficiary**.  Theindividual who is designated as the beneficiary under Section 8.2(c) of thePlan and is the designated beneficiary under section 401(a)(9) of the Code andsection 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

 

(ii)                                  **Distribution calendar year**.  A calendar year for which a minimumdistribution is required.  Fordistributions beginning before the Participant’s death, the first distributioncalendar year is the calendar year immediately preceding the calendar yearwhich contains the Participant’s Required Beginning Date.  For distributions beginning after theParticipant’s death, the first distribution calendar year is the calendar yearin which distributions are required to begin under Section (b)(ii).  The required minimum distribution for theParticipant’s first distribution calendar year will be made on or before theParticipant’s Required Beginning Date. The required minimum distribution for other distribution calendar years,including the required minimum distribution for the distribution calendar yearin which the Participant’s Required Beginning Date occurs, will be made on orbefore December 31 of that distribution calendar year.

 

(iii)                               **Life expectancy**.  Life expectancy as computed by use of theSingle Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

 

(iv)                              **Participant’s Account balance**.  The Account balance as of the last valuationdate in the calendar year immediately preceding the distribution calendar year(valuation calendar year) increased by the amount of any contributions made andallocated or forfeitures allocated to the Account balance as of dates in thevaluation calendar year after the valuation date and decreased by distributionsmade in the valuation calendar year after the valuation date.  The Account balance for the valuationcalendar year includes any amounts rolled over or transferred to the Planeither in the valuation calendar year or in the distribution calendar year ifdistributed or transferred in the valuation calendar year.

 

(v)                                 **Required Beginning Date**.  Required Beginning Date means April 1of the calendar year following the later of the calendar year in which theParticipant attains age 701⁄2 or the calendar year in which the Participantretires; however, in the case of a Participant who is a 5 percent owner (withinthe meaning of section 416(i) of the Code), required beginning date means theApril 1 of the calendar year following the calendar year in which theParticipant attains age 701⁄2.”

 

6.               Effective as of the later ofJuly 30, 2003, or the 90th day after individuals have beenfurnished a summary that reflects the elimination from the Plan of the optionalforms of benefit payment, other than a lump sum payment, Section 8.2(a) isamended to replace the phrase, “Sections 8.4 and 8.5,” with the phrase,“Section 8.5.”

 

7.               Effective as of June 1, 2003,Section 8.3(a) is amended to delete (1) the clause, “or at the time of anyprior distribution exceeded,” from the fourth sentence, and (2) the clause,“and has never exceeded,” from the sixth sentence.

 

8.               Effective as of the later ofJuly 30, 2003, or the 90th day after individuals have beenfurnished a summary that reflects the elimination from the Plan of the optionalforms of benefit payment, other than a lump sum payment, the fourth sentence inSection 8.3(a) is amended to read as follows:

 

“Notwithstanding the above, a terminated Participant’s Vested benefitmay not be paid without the written consent of the Participant if the presentvalue of his accrued benefit exceeds $5,000.”

 

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9.               Effective as of the later ofJuly 30, 2003, or the 90th day after individuals have beenfurnished a summary that reflects the elimination from the Plan of the optionalforms of benefit payment, other than a lump sum payment, Section 8.4(a) isamended to read as follows:

 

“(a)                            Lumpsum.  The Participant’s VestedAccount balance shall be distributed in the form of a single lump sum payment.”

 

10.         Effective as of the later of July 30,2003, or the 90th day after individuals have been furnished asummary that reflects the elimination from the Plan of the optional forms ofbenefit payment, other than a lump sum payment, Section 8.4(b) is amended to(1) delete the first sentence, including Subsections (i), (ii), and (iii); (2)designate Subsection (iv) as Subsection (b); (3) designate current Subsections(iv)(1), (2), and (3), as Subsections (b)(i), (ii), and (iii), respectively;and (4) amend any references in the Plan to these Subsections accordingly.

 

11.         Effective as of June 1, 2003, Section8.4(c) is amended to delete the clause, “, and has not exceeded $5,000 at thetime of any prior distribution.”

 

12.         Effective as of the later of July 30,2003, or the 90th day after individuals have been furnished asummary that reflects the elimination from the Plan of the forms of benefitdescribed in Sections 8.5(a) and (h), Section 8.5 is amended to (1) deleteSubsections (a) through (f), and Subsection (h); (2) renumber Subsections (g),(i), and (j) as Subsections (b), (c), and (d); (3) amend any references in thePlan to these Subsections accordingly; and (4) add a new Subsection (a) to readas follows:

 

“(a)                            Formof death benefit.  Any death benefitpaid to a Beneficiary after the death of the Participant shall be paid in theform of a single lump sum payment.  Suchlump sum payment shall be distributed to the Beneficiary within five yearsafter the Participant’s death.”

 

13.         Effective June 1, 2003, Section 8.5(b) (asrenumbered pursuant to item 12 above) is amended to delete (1) the clause, “andhas not exceeded $5,000 at the time of any prior distribution,” in the firstsentence and (2) the last sentence.

 

14.         Effective as of June 30, 2003, Section10.3 is amended to add a new paragraph to read as follows:

 

“The Plan shall bemerged into the ICF Kaiser International, Inc. Section 401(k) Plan, effectiveJune 30, 2003.  The merger shallsatisfy the requirements of Code section 414(l). The Plan shall cease to existas a separate entity as of such date. The Plan assets shall be transferred as soon as administrativelyfeasible on such date or thereafter to the Trustee of the ICF KaiserInternational, Inc. Section 401(k) Plan.”

 

15.         EffectiveJanuary 1, 2002, unless otherwise stated, a new Article XII is added toread as follows:

 

# **“ARTICLE XII – EGTRRA PROVISIONS**

# ** **

##### **PREAMBLE**

##### ** **

A.                                   **Adoption and Effective Date ofArticle XII**.  ThisArticle XII of the Plan is adopted to reflect certain provisions of theEconomic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).  This Article is intended as good faithcompliance with the requirements of EGTRRA and is to be construed in accordancewith EGTRRA and guidance issued thereunder. Except as otherwise provided, this Section shall be effective as of thefirst day of the first Plan Year beginning after December 31, 2001, andshall end December 31, 2010, unless otherwise extended by law orotherwise.

 

B.                                     **Supersessionof Inconsistent Provisions**. This Article XII shall supersede the provisions of the Plan to theextent those provisions are inconsistent with the provisions of this Section.

 

## 12.1                           **Limitations On Contributions**

 

(a)                                  **Effective Date**. Thissubsection shall be effective for limitation years beginning afterDecember 31, 2001.

 

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(b)                                 **Maximum Annual Addition**.Notwithstanding Section 4.4, except to the extent permitted under section414(v) of the Code, if applicable, the annual addition that may be contributedor allocated to a Participant’s Account under the Plan for any limitation yearshall not exceed the lesser of:

 

(i)                                     $40,000, asadjusted for increases in the cost-of-living under section 415(d) of the Code,or

 

(ii)                                  100 percent of theParticipant’s compensation (as defined in section 4.4(b)(iii) for thelimitation year.

 

The compensation limit referred to in (ii) shall notapply to any contribution for medical benefits after separation from service(within the meaning of section 401(h) or section 419A(f)(2) of the Code) whichis otherwise treated as an annual addition.

 

## 12.2                           **Increasein Compensation Limit**

 

## Notwithstanding anything inthe definition of Compensation in Article I to the contrary, for Plan Yearsbeginning on or after January 1, 2002, the annual Compensation of each Participanttaken into account in determining allocations for any Plan Year shall notexceed $200,000, as adjusted for increases in the cost-of-living in accordancewith section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or suchother consecutive 12-month period over which Compensation is otherwisedetermined under the Plan (the determination period).  The cost-of-living adjustment in effect for a calendar yearapplies to annual Compensation for the determination period that begins with orwithin such calendar year.

 

## 12.3                           **ModificationOf Top-Heavy Rules**

 

(a)                                  **Effective Date**. ThisSection shall apply for purposes of determining whether the Plan is a top-heavyplan under section 416(g) of the Code for Plan Years beginning afterDecember 31, 2001, and whether the Plan satisfies the minimum benefitsrequirements of section 416(c) of the Code for such years.  This subsection amends Article V of thePlan.

 

(b)                                 **Determination of Top-Heavy Status**

 

(i)                                     **Keyemployee**.  Key employeemeans any Employee or former Employee (including any deceased Employee) who atany time during the Plan Year that includes the determination date was anofficer of the Employer having annual compensation greater than $130,000 (asadjusted under section 416(i)(1) of the Code for Plan Years beginning afterDecember 31, 2002), a 5-percent owner of the Employer, or a 1-percentowner of the Employer having annual compensation of more than $150,000.  For this purpose, annual compensation meanscompensation within the meaning of section 415(c)(3) of the Code. Thedetermination of who is a key employee will be made in accordance with section416(i)(1) of the Code and the applicable regulations and other guidance ofgeneral applicability issued thereunder.

 

(c)                                  **Determination of Present Values andAmounts**. This Section shall apply for purposes of determiningthe present values of accrued benefits and the amounts of account balances ofEmployees as of the determination date.

 

(i)                                     **Distributionsduring year ending on the determination date**. The present valuesof accrued benefits and the amounts of account balances of an Employee as ofthe determination date shall be increased by the distributions made withrespect to the Employee under the Plan and any plan aggregated with the Planunder section 416(g)(2) of the Code during the 1-year period ending on thedetermination date. The preceding sentence shall also apply to distributionsunder a terminated plan which, had it not been terminated, would have beenaggregated with the Plan under section 416(g)(2)(A)(i) of the Code.  In the case of a distribution made for areason other than severance from employment, death, or disability, thisprovision shall be applied by substituting “5-year period” for “1-year period.”

 

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(ii)                                  **Employees not performing servicesduring year ending on the determination date**. The accruedbenefits and accounts of any individual who has not performed services for theEmployer or an affiliate during the 1-year period ending on the determinationdate shall not be taken into account.

 

(d)                                 **Minimum Benefits**

 

(i)                                     **Matching contributions**. Employer matching contributions shall be taken into account for purposesof satisfying the minimum contribution requirements of section 416(c)(2) of theCode and the Plan. The preceding sentence shall apply with respect to matchingcontributions under the plan or, if the plan provides that the minimumcontribution requirement should be met in another plan, such other plan.  Employer matching contributions that areused to satisfy the minimum contribution requirements shall be treated asmatching contributions for purposes of the actual contribution percentage testand other requirements of section 401(m) of the Code.

 

(ii)                                  **Contributions under other plans**. The Plan shall satisfy the minimum benefit requirement to the extent notmet by any other plan qualified under Code section 401(a) maintained by theEmployer.

 

## 12.4                           **DirectRollovers of Plan Distributions**

 

(a)                                  **Effective Date**.  Notwithstanding Section 8.4(b) (asrenumbered pursuant to item 10), this Section shall apply to distributions madeafter December 31, 2001.

 

(b)                                 **Modificationof Definition of Eligible Retirement Plan**.  For purposes of the direct rolloverprovisions in Section 8.4(b) of the Plan, an eligible retirement plan shallinclude an annuity contract described in section 403(b) of the Code and aneligible plan under section 457(b) of the Code that is maintained by a state,political subdivision of a state, or any agency or instrumentality of a stateor political subdivision of a state and which agrees to separately account foramounts transferred into such plan from this Plan.  The definition of eligible retirement plan shall also apply inthe case of a distribution to a surviving spouse, or to a spouse or formerspouse who is the alternate payee under a qualified domestic relations order,as defined in section 414(p) of the Code.

 

(c)                                  **Modificationof Definition of Eligible Rollover Distribution to Exclude Hardship Distributions**.  For purposes of the direct rolloverprovisions in Section 8.4(b) of the Plan, any amount that is distributed onaccount of hardship shall not be an eligible rollover distribution and thedistributee may not elect to have any portion of such a distribution paiddirectly to an eligible retirement plan.

 

(d)                                 **Modificationof Definition of Eligible Rollover Distribution to Include After-tax EmployeeContributions**.  Forpurposes of the direct rollover provisions in Section 8.4(b) of the Plan, aportion of a distribution shall not fail to be an eligible rolloverdistribution merely because the portion consists of after-tax employeecontributions that are not includible in gross income.  However, such portion may be transferredonly to an individual retirement account or annuity described in section 408(a)or (b) of the Code, or to a qualified defined contribution plan described insection 401(a) or 403(a) of the Code that agrees to separately account foramounts so transferred, including separately accounting for the portion of suchdistribution which is includible in gross income and the portion of suchdistribution which is not so includible.

 

12.5                           **RolloversDisregarded In Involuntary Cash-Outs**

 

Effective for distributions made after June 1, 2003, and withoutregard to the date the Participant terminated employment, for purposes ofSections 8.3, 8.4, and 8.5, the value of a Participant’s Vested Account balanceshall be determined without regard to that portion of the Account balance thatis attributable to rollover contributions (and earnings allocable thereto)within the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii),and 457(e)(16) of the Code.  If thevalue of the Participant’s Vested Account balance as so determined is $5,000 orless, the Plan shall immediately distribute the Participants entire VestedAccount balance.

 

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Executed this 19th day of June, 2003.

 
|   | **KAISER GROUP  INTERNATIONAL, INC.**                   |
|--------|---------------------------------------------------------|
|   | **(formerly known as  ICF Kaiser International, Inc.)** |
|   |                                                    |
|   |                                                    |
|   | By:                                                     |   /s/ John T. Grigsby, Jr. |   |
|   |                                                    | Title:   Chief Executive Officer |
|        |                                                         |  |  |  |

 

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