**Exhibit 10(e)(8)**

 

**EIGHTH AMENDMENT TO THEKAISER GROUP INTERNATIONAL, INC.SECTION 401(k) PLAN**

 

WHEREAS, Kaiser Group International, Inc., which wasformerly named ICF Kaiser International, Inc. (the “Company”), maintains thatKaiser Group International, Inc. Section 401(k) Plan (the “Plan”), which wasmost recently restated effective January 1, 1996;

 

WHEREAS, the Company would like to amend the Planregarding Gap Period Earnings;

 

WHEREAS, the Company has retained the authoritypursuant to Section 10.2 of the Plan to amend the Plan;

 

NOW THEREFORE, BE IT RESOLVED, that, effectiveJanuary 1, 2001, the following amendments are hereby adopted:

 

1.                                       Section4.4(c) is amended by the addition of the following paragraph at the end thereofto provide as follows:

 

Anyadjustments to salary deferrals or employer matching contributions shall besubject to gap period earnings.  Theplan will apply “gap period” earnings for all corrections of ExcessContributions, Excess Aggregate Contributions and Excess Annual Additions. Gapperiod earning shall be defined as follows:

 

The amount ofincome or loss allocable to a Participant’s Excess for the period between theend of the taxable year of the Participant and the date of distribution (“gapperiod”).  The income or loss allocableto each such period is calculated separately and is determined by multiplyingthe income or loss allocable to the Participant’s Excess for the respectiveperiod by a fraction. The numerator of the fraction is the Participant’s Excessfor the taxable year of the Participant. The denominator is the balance, as of the last day of the respectiveperiod, of the Participant’s Account that is attributable to the Participant’sAccount reduced by the gain allocable to such total amount for the respectiveperiod and increased by the loss allocable to such total amount for therespective period.

 

2.                                       Section4.7(d)(ii) is amended by the addition of the following paragraph at the endthereof to provide as follows:

 

Anyadjustments to salary deferrals or employer matching contributions shall besubject to gap period earnings.  Theplan will apply “gap period” earnings for all corrections of ExcessContributions, Excess Aggregate Contributions and Excess Annual Additions. Gap periodearning shall be defined as follows:

 

The amount ofincome or loss allocable to a Participant’s Excess for the period between theend of the taxable year of the Participant and the date of distribution (“gapperiod”).  The income or loss allocableto each such period is calculated separately and is determined by multiplyingthe income or loss allocable to the Participant’s Excess for the respectiveperiod by a fraction. The numerator of the fraction is the Participant’s Excessfor the taxable year of the Participant. The denominator is the balance, as of the last day of the respectiveperiod, of the Participant’s Account that is attributable to the Participant’sAccount reduced by the gain allocable to such total amount for the respectiveperiod and increased by the loss allocable to such total amount for therespective period.

 

3.                                       Section4.8 is amended by the addition of the following paragraph at the end thereof toprovide as follows:

 

Anyadjustments to salary deferrals or employer matching contributions shall besubject to gap period earnings.  Theplan will apply “gap period” earnings for all corrections of ExcessContributions, Excess Aggregate Contributions and Excess Annual Additions. Gapperiod earning shall be defined as follows:

 

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The amount ofincome or loss allocable to a Participant’s Excess for the period between theend of the taxable year of the Participant and the date of distribution (“gapperiod”).  The income or loss allocableto each such period is calculated separately and is determined by multiplyingthe income or loss allocable to the Participant’s Excess for the respectiveperiod by a fraction. The numerator of the fraction is the Participant’s Excessfor the taxable year of the Participant. The denominator is the balance, as of the last day of the respectiveperiod, of the Participant’s Account that is attributable to the Participant’sAccount reduced by the gain allocable to such total amount for the respectiveperiod and increased by the loss allocable to such total amount for therespective period.

 

Executed this 10th day of December, 2002.

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

 

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