**Exhibit10(e)(9)**

 

**NINTHAMENDMENTTO THEICF KAISER INTERNATIONAL, INC.SECTION 401(k) PLAN**

 

WHEREAS, the ICF Kaiser International, Inc. Section 401(k) Plan(hereinafter referred to as the “Plan”), was established effectiveMarch 1, 1989;

 

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 also maintains the ICF Kaiser International, Inc.Retirement Plan (“Retirement Plan”), which is a profit-sharing plan qualifiedunder section 401(a) of the Internal Revenue Code;

 

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 Retirement Plan into thePlan, effective June 30, 2003, (ii) amend the Plan to provide theprofit-sharing contribution previously provided under the Retirement Plan,(iii) simplify the forms of benefit payment available under the Plan, (iv)facilitate the distribution of small account balances, (v) increase thepercentage of compensation that participants may elect to defer into the Plan,and (vi) make miscellaneous changes required by the Internal Revenue Code orapplicable regulations;

 

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

 

1.               EffectiveJune 30, 2003, the second sentence of Section 1.1 is amended to read asfollows:

 

“The balance to the credit of a Participant under this Plan originatesfrom Salary Deferrals, Employer matching contributions, rollover contributions,Employer profit-sharing contributions, and his or her Retirement Plan Account(if any), and income (or losses) attributable thereto.”

 

2.               EffectiveJanuary 1, 2003, Section 1.7 is amended to replace the reference to “ICFKaiser International, Inc.” with a reference to “Kaiser Group International,Inc.”

 

3.               EffectiveJanuary 1, 2001, Section 1.9 is amended to add the clause, “, as well asqualified transportation fringe benefits excluded from gross income by reasonof Code section 132(f)(4),” after the clause, “and this Plan,” in the fourthsentence.

 

4.               Effective June 30,2003, Section 1.29 (as numbered in the restated Plan document) is amended toread as follows:

 

“‘Participant’shall mean any Employee or former Employee with an Account in the Plan,including any Employee or former Employee who had an account in the ICF KaiserInternational, Inc. Retirement Plan that was transferred to this Plan.”

 

5.               EffectiveJune 30, 2003, Section 3.1 is amended to read as follows:

 

“(a)                            **Vesting of Salary Deferrals andEmployer Matching Contributions**

 

Except as provided in Section 5.3 or 3.1(b),  a Participant’s Account shall be fullyVested at all times.

 

(b)                                 **Vesting of Employer Profit-SharingContributions**.

 

(i)                                     **Vestingschedule**.  Employerprofit-sharing contributions, and earnings thereon, of any Employee eligible toparticipate in the ICF Kaiser International, Inc. Retirement Plan onJune 30, 2003, prior to its merger into this Plan, shall be fully Vestedat all times.

 

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Employer profit-sharing contributions, and earningsthereon, of any other Employee shall vest in accordance with the followingschedule, except to the extent the schedule in Section 5.3(b) applies:

 
| **Period of Service** |   | **Percentage** |   |
|-----------------------|--------|----------------|--------|
|                  |   |           |   |
| less than 3 years     |   | 0              | %      |
| 3 years               |   | 20             | %      |
| 4 years               |   | 40             | %      |
| 5 years               |   | 60             | %      |
| 6 years               |   | 80             | %      |
| 7 years               |   | 100            | %      |

 

This vesting schedule shall apply to the vesting ofthe non-Vested portion of any Retirement Plan Account, as described in SectionB.3.

 

Notwithstanding the schedule described above, aParticipant shall be fully Vested in Employer profit-sharing contributions, andearnings thereon, on his date of death, Normal Retirement Date, or the date hebecomes disabled, provided he is an Employee on such date.  A Participant is disabled if he incurs a disabilitythat qualifies him for disability under Title II of Title XVI of the federalSocial Security Act.  A Participantshall be deemed disabled on the date he is entitled to such disabilitybenefits, as determined by the Social Security Administration.

 

(ii)                                  **Reemployment**.  If an Employee terminates employment and issubsequently rehired by the Employer, his Period of Service and Account will berestored in accordance with the following provisions:

 

(1)                                  **Reemploymentprior to One-Year Break In Service**.  If a former Employee has a Reemployment Commencement Date priorto the occurrence of a One-Year Break in Service, his pre-Break Period ofService shall be restored immediately upon reemployment.

 

(2)                                  **Reemploymentafter One-Year Break in Service**.  If a former Employee has a Reemployment Commencement Date afterincurring a One-Year Break in Service, his pre-Break Period of Service shall berestored immediately upon his reemployment unless his consecutive One-YearBreaks in Service equals or exceeds five, in which case, his pre-Break Periodof Service shall not be restored.

 

(3)                                  **Restorationof forfeited Account balance**. If a former Employee has aReemployment Commencement Date before incurring five consecutive One-YearBreaks in Service and all or a portion of his non-Vested Account was forfeitedbecause of a distribution of all or a portion of the Vested portion of suchAccount, the amount previously forfeited shall not be restored unless he repaysthe full amount previously distributed from such Account prior to the last dayof the Plan Year in which the fifth anniversary of his date of reemploymentoccurs.  If repayment is made inaccordance with the preceding sentence, the amount previously forfeited will berestored without adjustment for any gains or losses of the Trust.

 

(iii)                               **Amendment of vesting schedule**. If the Plan’s vesting schedule is amended or the Plan is amended in anyway that directly or indirectly affects the computation of a Participant’svesting percentage, each Participant who is credited with at least a three yearPeriod of Service (without regard to any periods of service disregardedpursuant to Code section 411(a)(4)) may elect, within sixty days after thelatest of the amendment adoption date, the amendment effective date, or thedate the Participant is given written notice of the amendment by the PlanAdministrator, to have his vesting percentage determined under 

 

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the pre-amendment vesting program.  No amendment to the Plan may have the effect of decreasing aParticipant’s vesting percentage determined without regard to such amendment asof the later of the date the amendment is adopted or the date such amendmentbecomes effective.  In the event that aParticipant who is eligible to make an election under this Section fails to makesuch an election, the Participant shall be deemed to have made such an electionto have his vesting percentage determined under the pre-amendment vestingprogram if his Vested interest under the pre-amendment vesting program would begreater than under the post-amendment vesting program immediately after theeffective date of such amendment.

 

(iv)                              **Definitions**.  For purposes of this Section 3.1(b), thefollowing definitions shall apply:

 

(1)                                  **“EmploymentCommencement Date”** shall mean the first day on which an Employeeis credited with an Hour of Service.

 

(2)                                  “**Hour ofService**” shall mean each hour for which an Employee is paid orentitled to payment for the performance of duties for the Employer inaccordance with ERISA Reg. § 2530-200(b)-2(b) and (c).

 

(3)                                  “**One-YearBreak in Service**” shall mean a Period of Severance of at least12-consecutive months.  In the case ofan individual who is absent from work for maternity or paternity reasons, the12-consecutive month period beginning on the first anniversary of the firstdate of such absence shall not constitute a One-Year Break in Service.  For purposes of this paragraph, an absencefrom work for maternity or paternity reasons means an absence by reason of theEmployee’s pregnancy, birth of the Employee’s child, placement of a child withthe Employee in connection with the adoption of such child, or any absence forthe purpose of caring for such child for a period immediately following suchbirth or placement.

 

(4)                                  **“Periodof Service”** shall be calculated using the elapsed time method ofcounting service in accordance with the following rules:

 

(a)                                  Exceptas provided in the following subsections of this definition, the Employee’sPeriod of Service shall include all of the Employee’s periods of service withthe Employer and any Member of a Controlled Group.  A Period of Service begins on the Employee’s Employment orReemployment Commencement Date, and ends on the Employee’s next Severance fromService Date.

 

(b)                                 TheEmployee’s Period of Service shall include the following periods:

 

(1)                                  authorizedleaves of absences, provided the Employee returns to service at or prior to theexpiration of the leave, or, if not specified therein, within the period oftime which accords with the Employer’s policy with respect to permittedabsences;

 

(2)                                  effectiveDecember 12, 1994, in accordance with Code section 414(u), authorizedleaves of absence during which the Employee is serving in the armed forces ofthe United States, provided the Employee (A) is entitled under applicablefederal law to reemployment by the Employer upon his discharge from active dutyand (B) he returns to employment with the Employer within the period requiredunder the law pertaining to veterans’ reemployment rights.

 

(c)                                  TheEmployee’s Period of Service shall include a Period of Severance if theEmployee has a Reemployment Commencement Date within 12 months of the earlierof:

 

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(1)                                  thedate on which the Employee quits, retires, or is discharged, or

 

(2)                                  thedate on which the Employee was first absent from service, if the Employeesevers from service during the absence by quitting, retiring, or beingdischarged.

 

(d)                                 Alldays included in the Employee’s Period of Service shall be aggregated.

 

(5)                                  **“Periodof Severance”** shall mean certain periods of absence of anEmployee.  A Period of Severance shallbe calculated using the elapsed time method of counting service in accordancewith the following rules:

 

(a)                                  APeriod of Severance begins on an Employee’s Severance from Service Date andends on the Employee’s next Reemployment Commencement Date.

 

(b)                                 EffectiveDecember 12, 1994, any Period of Severance of an Employee who is absentfrom employment due to qualified military service shall be determined takinginto account Code section 414(u).

 

(6)                                  **“ReemploymentCommencement Date”** means the first date following a Severancefrom Service Date on which an Employee is credited with an Hour of Service.

 

(7)                                  **“Severancefrom Service Date”** means the earlier of the date on which an Employeequits, retires, is discharged, or dies, or the first anniversary of the firstdate of a period in which an Employee remains absent from service for anyreason.  A transfer of service amongMembers of a Controlled Group shall not result in a Severance from ServiceDate.”

 

6.               EffectiveJune 30, 2003, Section 4.1 is amended to replace the reference to “15%”with a reference to “50%.”

 

7.               EffectiveJanuary 1, 2001, Section 4.4(b)(iii) is amended to add a phrase at the endto read as follows:

 

“, includingelective amounts that are not includible in the gross income of the Participantby reason of Code section 132(f)(4).”

 

8.               EffectiveJune 30, 2003, upon the merger of the ICF Kaiser International, Inc.Retirement Plan into the Plan, Section 4.10 is amended to read as follows:

 

“If aParticipant terminates employment with the Employer and all Members of aControlled Group and receives a distribution of his Vested Account, anynon-Vested Account shall be forfeited immediately at the time of thedistribution.  If a Participant is 0%Vested in his Employer contributions at the time of distribution, he shall bedeemed to have received a distribution of his Vested Employercontributions.  If a Participant doesnot receive a distribution of his Vested Account upon termination ofemployment, the non-Vested Account shall be forfeited as of the date on whichhe incurs five consecutive One-Year Breaks in Service.

Forfeituresarising from Employer matching contributions shall be allocated to allParticipant Accounts in proportion to the amount of their Salary Deferrals forthe Plan Year in which the forfeiture occurs. Forfeitures arising from Employer profit-sharing contributions, as wellas any forfeitures arising under the ICF Kaiser International, Inc. RetirementPlan merged into this Plan as of June 30, 2003, shall be applied first, ifthe Company elects, to the payment of administrative expenses of the Plan andthen to the reduction of Company contributions, and shall not be applied toincrease benefits to any Participant.”

 

9.               EffectiveJune 30, 2003, a new Section 4.11 is added to read as follows:

 

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“4.11                               **EmployerProfit-Sharing Contributions**

 

(a)                                  **Amount ofEmployer Profit-Sharing Contribution**.  For each Plan Year, the Employer will contribute to the Trust foreach Participant who has satisfied the criteria described in the followingparagraph an amount that equals 4% of his Compensation for the Plan Year, plus4% (but not a percentage greater than the OASDI Tax Rate) multiplied by theamount of such Participant’s Compensation that exceeds the taxable wage basefor purposes of making Social Security contributions in effect at the beginningof the Plan Year.  For purposes of thisSection, “taxable wage base for purposes of making Social Securitycontributions” does not refer to the wage base used for purposes of Medicaretaxes.

 

A Participant shall receive a contribution pursuant to this Section4.11 only if he (1) is employed by the Employer on the last day of the PlanYear and has completed 1,000 Hours of Service during the Plan Year, or (2)terminates employment during the Plan Year on or after his Early RetirementDate or Normal Retirement Date or on account of a Total and PermanentDisability, or  (3) dies during the PlanYear. A Participant who is on disability leave or on Authorized Leave ofAbsence for any approved reason on the last day of the Plan Year shall betreated as employed for purposes of determining the Participant’s eligibilityfor the Employer profit-sharing contribution.

 

(b)                                 **Form ofEmployer Contribution**. The Employer’s profit-sharing contribution may be made in cash, CompanyStock, or other property reasonably acceptable to the Trustee.  The form in which the Company’s contributionis to be made shall be determined by the Board in its sole discretion, andthere shall be no presumption in favor of a contribution in the form of cash.

 

(c)                                  **Accounting**.  The profit-sharing contribution for eachParticipant shall be credited to his Account. When a contribution is made in a form other than cash, until suchcontribution is reduced to cash, a Participant’s Account shall contain anallocable share of such contribution, provided that an allocation of CompanyStock shall be in whole shares, with the value of any fractional shares to beallocated in cash.

 

(d)                                 **Timing ofContribution**.  TheEmployer profit-sharing contribution shall be paid to the Trust not later thanthe due date for filing the Employer’s federal income tax return for that year,including extensions of such date.

 

(e)                                  **Definitions**.  For purposes of this Section 4.11, thefollowing definitions shall apply:

 

(i)                                     “**Compensation**”shall mean Compensation as defined in Section 1.9, but shall include bonuses(including completion bonuses).

 

(ii)                                  “**OASDI TaxRate**” shall mean the rate of tax applicable at the beginning ofthe Plan Year under section 3111(a) of the Code which relates to thesystem of old-age, survivor and disability insurance established under Title IIof the Social Security Act and the Federal Insurance Contributions Act.

 

(iii)                               “**Total andPermanent Disability**” means a disability that qualifies aParticipant for disability benefits under Title II of Title XVI of the FederalSocial Security Act.  A Participantshall be deemed to incur a Total and Permanent Disability on the date that heis entitled to such disability benefits, as determined by the Social SecurityAdministration.”

 

10.         Effective as of the laterof July 30, 2003, or the 90th day after individuals have beenfurnished a summary that reflects the elimination from the Plan of the optionalform of benefit described in Section 8.3(d), Section 8.3(b) is amended todelete, “and (d),” in the first sentence.

 

11.         Effective as of the laterof July 30, 2003, or the 90th day after individuals have beenfurnished a summary that reflects the elimination from the Plan of the optionalform of benefit described in Sections 8.3(d), (e), and (f), Sections 8.3(d),(e), and (f) are deleted and subsequent subsections renumbered accordingly.

 

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12.         Effective June 1,2003, section 8.3(f)(7) is amended to replace “$3,500” with “$5,000” and todelete the clause, “and has not exceeded $3,500 at the time of any priordistribution,” from the first sentence.

 

13.         Effective as of the laterof July 30, 2003, or the 90th day after individuals have beenfurnished a summary that reflects the elimination from the Plan of the optionalform of benefit described in Sections 8.3(d), (e), and (f), Section 8.5(e) isdeleted.

 

14.         Effective June 30,2003, Section 8.6 is amended to add, “Employer profit-sharing contributions,his Retirement Plan Account,” after “and the balance in his Accountattributable to Employer matching contributions, Rollovers,” in the firstsentence.

 

15.         Effective June 1,2003, Section 8.7 is amended to read as follows:

 

“Notwithstanding any other provision to the contrary, if the VestedAccount of a Participant does not exceed $5,000, the Participant’s VestedAccount shall be paid without the written consent of the Participant followinghis severance from employment.  If theVested Account balance is zero, the Participant will be deemed to have receivedan immediate distribution of such Vested Account balance and the non-VestedAccount balance will be forfeited.”

 

16.         Effective January 1,2003, a new Section 8.9 is added to read as follows:

 

“8.9                                     **MinimumDistribution Requirements**

 

(a)                                  **GeneralRules**

 

(i)                                     **Effectivedate**.  The provisions ofthis Section 8.9 will apply for purposes of determining required minimumdistributions for calendar years beginning with the 2003 calendar year.

 

(ii)                                  **Precedence**.  The requirements of this Section 8.9 willtake precedence over any inconsistent provisions of the Plan.

 

(iii)                               **Requirementsof Treasury regulations incorporated**.  All distributions required under this Section 8.9 will bedetermined and made in accordance with the Treasury regulations under section401(a)(9) of the Code.

 

(iv)                              **TEFRAelection 242(b)(2) elections**. Notwithstanding the other provisions of this Section 8.9, distributionsmay be made under a designation made before January 1, 1984, in accordancewith section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)and the provisions of the Pan that relate to section 242(b)(2) of TEFRA.

 

(b)                                 **Time andManner of Distribution**

 

(i)             **Required beginning date**.  The Participant’s entire interest will bedistributed, or begin to be distributed, to the Participant no later than theParticipant’s Required Beginning Date.

 

(ii)          **Death of Participant before distributionsbegin**.  Except asprovided in Section 8.9(d), if the Participant dies before distributions begin,the Participant’s entire interest will be distributed, or begin to bedistributed, no later than as follows:

 

(1)                      If the Participant’s surviving spouseis the Participant’s sole designated beneficiary, then distributions to thesurviving 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’s survivingspouse is not the Participant’s sole designated beneficiary, then distributionsto the designated beneficiary will begin by December 31 of the calendaryear immediately following the calendar year in which the Participant died.

 

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(3)                      If there is no designatedbeneficiary as of September 30 of the year following the year of theParticipant’s death, the Participant’s entire interest will be distributed byDecember 31 of the calendar year containing the fifth anniversary of theParticipant’s death.

 

(4)                      If the Participant’s survivingspouse is the Participant’s sole designated beneficiary and the survivingspouse dies after the Participant but before distributions to the survivingspouse begin, this Section (b)(ii), other than section (b)(ii)(1), will applyas 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)                                  **RequiredMinimum Distributions During Participant’s Lifetime**

 

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

 

(1)                      the quotient obtained by dividingthe Participant’s Account balance by the distribution period in the UniformLifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations,using the Participant’s age as of the Participant’s birthday in the distributioncalendar year; or

 

(2)                      if the Participant’s sole designatedbeneficiary for the distribution calendar year is the Participant’s spouse, thequotient obtained by dividing the Participant’s Account balance by the numberin the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of theTreasury regulations, using the Participant’s and spouse’s attained ages as ofthe Participant’s and spouse’s birthdays in the distribution calendar year.

 

(ii)                                  **Lifetimerequired minimum distributions continue through year of Participant’s death**.  Required minimum distributions will 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)                                 **RequiredMinimum Distributions After Participant’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 will be distributed for each distribution calendar year after 

 

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the year of the Participant’s death is the quotient obtainedby dividing the Participant’s Account balance by the longer of the remaininglife expectancy of the Participant or the remaining life expectancy of theParticipant’s designated beneficiary, determined as follows:

 

(A)                  TheParticipant’s remaining life expectancy is calculated using the age of theParticipant in the year of death, reduced by one for each subsequent year.

 

(B)                    If theParticipant’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 theParticipant’s surviving spouse is not the Participant’s sole designatedbeneficiary, the designated beneficiary’s remaining life expectancy iscalculated using the age of the beneficiary in the year following the year ofthe 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 will 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)                                  **Deathbefore date distributions begin**

 

(1)                      **Participant****survived by designated beneficiary**. If the Participant dies before the date distributions begin and there isa designated beneficiary, distribution to the designated beneficiary is notrequired to begin by the date specified in Section (b)(ii), but theParticipant’s entire interest must be distributed to the designated beneficiaryby December 31 of the calendar year containing the fifth anniversary ofthe Participant’s death.  If theParticipant’s surviving spouse is the Participant’s sole designated beneficiaryand the 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 will 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)                                  **Distributioncalendar year**.  Acalendar year for which a minimum distribution is required.  For distributions beginning before theParticipant’s death, the first distribution calendar year is the calendar yearimmediately preceding the calendar year which 

 

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contains the Participant’s Required BeginningDate.  For distributions beginning afterthe Participant’s death, the first distribution calendar year is the calendaryear in 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)                               **Lifeexpectancy**.  Lifeexpectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9of the Treasury regulations.

 

(iv)                              **Participant’sAccount balance**.  TheAccount balance as of the last valuation date in the calendar year immediatelypreceding the distribution calendar year (valuation calendar year) increased bythe amount of any contributions made and allocated or forfeitures allocated tothe Account balance as of dates in the valuation calendar year after thevaluation date and decreased by distributions made in the valuation calendaryear after the valuation date.  TheAccount balance for the valuation calendar year includes any amounts rolledover or transferred to the Plan either in the valuation calendar year or in thedistribution calendar year if distributed or transferred in the valuationcalendar year.

 

(v)                                 **Required beginning date**.  For Plan Years beginning after 1996,Required Beginning Date means April 1 of the calendar year following thelater of the calendar year in which the Participant attains age 701⁄2 or thecalendar year in which the Participant retires; however, in the case of aParticipant who is a 5 percent owner (within the meaning of section 416(i) ofthe Code), required beginning date means the April 1 of the calendar yearfollowing the calendar year in which the Participant attains age 701⁄2.”

 

17.         Effective June 30,2003, a new Section 8.10 is added to read as follows:

 

“8.10                               **Distributionof After-Tax Contributions**

 

A Participant may receive a distribution of any after-tax contributionsor voluntary contributions credited to his Account prior to his severance fromemployment, in accordance with procedures established by the Committee.”

 

18.         Effective as ofJune 30, 2003, Section 10.3 is amended to add a new paragraph to read asfollows:

 

“The ICF KaiserInternational, Inc. Retirement Plan is merged into this Plan, effectiveJune 30, 2003.  The merger shallsatisfy the requirements of Code section 414(l). The assets of the ICF KaiserInternational, Inc. Retirement Plan shall be transferred to the Trustee andmerged with this Plan as soon as administratively feasible on or after suchdate.  Special provisions applicable tothe merged assets are set forth in Exhibit B to the Plan.”

 

19.         Effective June 1,2003, Section 11.3(c) is amended to replace the reference to “$3,500.00” with areference to “$5,000.00.”

 

20.         Effective January 1,2002, unless otherwise stated, a new Article XII is added to read 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.

 

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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)                                  **EffectiveDate**. This subsection shall be effective for limitation yearsbeginning after December 31, 2001.

 

(b)                                 **MaximumAnnual Addition**. Notwithstanding Section 4.4, except to theextent permitted under section 414(v) of the Code, if applicable, the annualaddition that may be contributed or allocated to a Participant’s Account underthe Plan for any limitation year shall not exceed the lesser of:

 

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

 

(ii)                                  100percent of the Participant’s compensation (as defined in Section 4.4(b)(iii))for the limitation 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                           **Increase in Compensation Limit**

 

Notwithstanding anything in the definition of Compensation in Article Ito the contrary, for Plan Years beginning on or after January 1, 2002, theannual Compensation of each Participant taken into account in determiningallocations for any Plan Year shall not exceed $200,000, as adjusted forincreases in the cost-of-living in accordance with section 401(a)(17)(B) of theCode.  Annual Compensation meansCompensation during the Plan Year or such other consecutive 12-month periodover which Compensation is otherwise determined under the Plan (thedetermination period).  Thecost-of-living adjustment in effect for a calendar year applies to annual Compensationfor the determination period that begins with or within such calendar year.

 

12.3                           **Modification Of Top-Heavy Rules**

 

(a)                                  **EffectiveDate**. This Section shall apply for purposes of determiningwhether the Plan is a top-heavy plan under section 416(g) of the Code for PlanYears beginning after December 31, 2001, and whether the Plan satisfiesthe minimum benefits requirements of Section 416(c) of the Code for suchyears.  This subsection amends Article Vand Sections 1.23 and 1.37 of the Plan.

 

(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 and Amounts**.This Section shall apply for purposes of determining the present values ofaccrued benefits and the amounts of account balances of Employees as of thedetermination date.

 

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(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.”

 

(ii)                                  **Employeesnot performing services during year ending on the determination date**.The accrued benefits and accounts of any individual who has not performedservices for the Employer or an affiliate during the 1-year period ending onthe determination date shall not be taken into account.

 

(d)                                 **Minimum****Benefits**

 

(i)                                     **Matchingcontributions**.  Employermatching contributions shall be taken into account for purposes of satisfyingthe minimum contribution requirements of section 416(c)(2) of the Code and thePlan. The preceding sentence shall apply with respect to matching contributionsunder the plan or, if the plan provides that the minimum contribution requirementshould be met in another plan, such other plan.  Employer matching contributions that are used to satisfy theminimum contribution requirements shall be treated as matching contributionsfor purposes of the actual contribution percentage test and other requirementsof section 401(m) of the Code.

 

(ii)                                  **Contributionsunder other plans**.  ThePlan shall satisfy the minimum benefit requirement to the extent not met by anyother plan qualified under Code section 401(a) maintained by the Employer.

 

12.4                           **Direct Rollovers of Plan Distributions**

 

(a)                                  **EffectiveDate**.  NotwithstandingSection 8.3(c), this Section shall apply to distributions made afterDecember 31, 2001.

 

(b)                                 **Modificationof Definition of Eligible Retirement Plan**.  For purposes of the direct rolloverprovisions in Section 8.3(c) 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 HardshipDistributions**.  Forpurposes of the direct rollover provisions in Section 8.3(c) of the Plan, anyamount that is distributed on account of hardship shall not be an eligiblerollover distribution and the distributee may not elect to have any portion ofsuch a distribution paid directly 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 8.3(c) 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 transferred onlyto an

 

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individual retirement account or annuity described insection 408(a) or (b) of the Code, or to a qualified defined contribution plandescribed in section 401(a) or 403(a) of the Code that agrees to separatelyaccount for amounts so transferred, including separately accounting for theportion of such distribution which is includible in gross income and theportion of such distribution 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(f)(7) and 8.7, 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 the valueof the Participant’s Vested Account balance as so determined is $5,000 or less,the Plan shall immediately distribute the Participants entire Vested Accountbalance.

 

12.6                           **Repeal ofMultiple Use Test**

 

Themultiple use test described in Treasury Regulation section 1.401(m)-2 andSection 4.8 of the Plan shall not apply for Plan Years beginning afterDecember 31, 2001.

 

12.7                           **ElectiveDeferrals – Contribution Limitation**

 

No Participant shall be permitted to have elective deferralsmade under this Plan, or any other qualified plan maintained by the Company ora Member of a Controlled Group during any taxable year, in excess of the dollarlimitation contained in section 402(g) of the Code in effect for such taxableyear, except to the extent permitted under Section12.10 and section 414(v) ofthe Code, if applicable.

 

12.8                           **Catch-Up Contributions**

 

Effective January 1, 2002, all Participants who are eligible tomake Salary Deferrals under this Plan and who have attained age 50 before theclose of the Plan Year shall be eligible to make catch-up contributions inaccordance with, and subject to the limitations of, section 414(v) of theCode.  Such catch-up contributions shallnot be taken into account for purposes of the provisions of the Planimplementing the required limitations of sections 402(g) and 415 of the Code.The Plan shall not be treated as failing to satisfy the provisions of the Planimplementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12),410(b), or 416 of the Code, as applicable, by reason of the making of suchcatch-up contributions.  Catch-upcontributions are eligible for Employer matching contributions, to the extentpermitted by various limitations described in the Plan.

 

12.9                           **SuspensionPeriod Following Hardship Withdrawal**

 

Notwithstanding Section 8.6, a Participant who receives a withdrawal ofSalary Deferrals after June 30, 2003, on account of hardship shall beprohibited from making elective deferrals and employee contributions under thisPlan for 6 months after receipt of the withdrawal.

 

12.10                     **DistributionUpon Severance From Employment**

 

Effective June 30, 2003, notwithstanding Sections 8.3(a) or 8.8,effective for distributions made after December 31, 2001, regardless ofwhen the severance from employment occurred, a Participant’s Vested Accountbalance shall be distributable on account of the Participant’s severance fromemployment.  However, such adistribution shall be subject to the other provisions of the Plan regardingdistributions, other than provisions that require a separation from servicebefore such amounts may be distributed.”

 

21.         Effective June 30,2003, a new Exhibit B is added to read as follows:

 

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**“Exhibit B – Provisions Applicable toMerged Retirement Plan Accounts**

 

B.1                               **Transferof Plan Assets**

 

Effective June 30, 2003, the assets and liabilities of the ICFKaiser International, Inc. Retirement Plan (“Retirement Plan”) are merged intothis Plan and its Trust.  AllParticipant Retirement Plan accounts that are merged into this Plan shall beheld in a Retirement Plan account in this Plan (“Retirement Plan Account”),which shall be a sub-account within the Participant’s Account, and shall beadjusted for earnings and losses as provided for in Articles VI and VII.  Retirement Plan Accounts may be comprised ofsubaccounts as necessary for the administration of the merged assets.  Any forfeitures merged into this Plan shallbe held in a Retirement Plan Forfeiture Account to be applied in accordancewith Section 4.10 toward the payment of Plan expenses and Companycontributions.

 

B.2                               **Eligibility**

 

Effective June 30, 2003, any Employee or former Employee with anAccount in the Retirement Plan that is merged into this Plan shall be aParticipant in this Plan with respect to his Account so merged.  Such an Employee or former Employee shall beeligible to have contributions made on his behalf in this Plan only to theextent he otherwise meets any applicable eligibility requirements described inArticle II.

 

B.3                               **Vesting**

 

A Retirement Plan Account of any Participant who has been anEmployee eligible to participate in the Retirement Plan on or afterJune 1, 2000 shall be fully Vested. The Retirement Plan Account of any other Participant shall vest inaccordance with the vesting schedule described in Section 3.1(b).

 

B.4                               **Special Distribution Provisions**

 

The distribution provisions described in Article VIII shallapply to the distribution of Retirement Plan Accounts.  In addition, the following specialdistribution provisions shall apply:

 

(a) **In-service Distributions**.  A Participant may not receive an in-servicedistribution from his Retirement Plan Account except as a distribution onaccount of hardship, pursuant to Section 8.6. This Section B.4(a) does not preclude a Participant from receiving aPlan loan in accordance with Section 8.5.

 

(b)** Expedited Distribution**.  A Participant who becomes an officer or employee of the UnitedStates Government or any independent agency of the United States, in a positionthat could involve regulatory oversight or administrative discretion overCompany activities (a “Qualifying Position”) may request an expedited paymentof profit-sharing contributions and expedited distribution of his RetirementPlan Account upon termination of employment and assumption of a QualifyingPosition.  Such a request should includeinformation sufficient to enable the Company to determine that the Participanthas assumed a Qualifying Position.  Ifthe Company so determines, in the exercise of its reasonable discretion,Employer profit-sharing contributions shall be paid to the Trust as soon aspracticable after the Participant has terminated employment, and theParticipant’s Account shall be distributed as soon as administratively feasibleafter the Participant’s request for distribution has been received.

 

(c)  **Payment of Minimum Required Distributions.**  The election of any non-retired Participant(other than a 5% owner) who attained age 701⁄2 prior to January 1, 1999, andwho filed an election to either terminate or defer minimum requireddistributions until after his retirement under the Retirement Plan shall begiven effect under this Plan.  If such aParticipant did not file such an election, distributions shall be made to himpursuant to the provisions of Code section 401(a)(9) as in effect prior toJanuary 1, 1997.

 

(d)  **Optional Forms of Benefit Payments**.  Until the later of July 30, 2003, orthe 90th day after individuals in the Retirement Plan have beenfurnished a summary that reflects the elimination of the forms of benefitdescribed in Sections 8.4(b)(ii) and (iii) of the Retirement Plan, theRetirement Plan Account may be distributed in the following forms ofdistribution, in addition to the forms otherwise available under Article VIII:

 

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(i)                                     Paymentsover a period certain in monthly, quarterly, semiannual, or annual cashinstallments, which period shall not extend beyond the Participants’ lifeexpectancy (or the life expectancy of the Participant and his designatedBeneficiary); or

 

(ii)                                  Purchaseof an annuity.  However, such annuitymay not be in any form that will provide for payments over a period extendingbeyond either the life of the Participant (or the lives of the Participant andhis designated Beneficiary) or the life expectancy of the Participant (or thelife expectancy of the Participant and his designated Beneficiary).”

 

 

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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