Exhibit 10.34


 


FIRST
AMENDMENT TO THE


KAISER
ANALYTICAL MANAGEMENT SERVICES


401(k)
PLAN


 


WHEREAS, Section 10.01 of the Kaiser
Analytical Management Services 401(k) Plan (“Plan”) permits Kaiser Analytical
Management Service, Inc., (“Company”) to amend the Plan; and


 


WHEREAS, the Company would like to amend the
Plan to (1) eliminate the optional forms of benefit available under the Plan,
other than the lump sum form of distribution, and (2) provide for the merger of
the amended Plan into the Kaiser Group International, Inc. Section 401(k) Plan;


 


NOW, THEREFORE, effective as of the date following
the date this amendment is executed, the Plan is amended as follows:


 


1.             Sections
6.01 and 6.02 are amended to read as follows:


 


6.01         Form
of Distribution. A Member’s Vested Account shall be distributed in the form
of a lump sum, whether it is payable to the Member or the Member’s Beneficiary
following the Member’s death.


 


6.02         Optional
Forms of Distribution. There are no optional forms of distribution
available under the Plan.


 


2.             Section
10.01(a) is amended to read as follows:


 


“The Plan is amended to eliminate or restrict the
ability of a Member to receive payment of his Account balance under a
particular optional form of benefit and the amendment provides a single sum
distribution form that is otherwise identical to the optional form of benefit
eliminated or restricted. For purpose of this condition, a single sum
distribution form is otherwise identical only if it is identical in all
respects to the eliminated or restricted optional form of benefit (or would be
identical except that it provides greater rights to the Member) except with
respect to the timing of payments after commencement. Section AA(3) of the Adoption Agreement shall no longer apply.”


 


3.             Section
10.03 is amended to add a new paragraph at the end thereof to read as follows:


 


The Plan is merged into the Kaiser Group International, Inc.
Section 401(k) Plan (“Kaiser Plan”), effective as of the close of business on
February 28, 2006. The merger shall satisfy the requirements of Code section
414(l). Plan assets shall be transferred to the trustee of the Kaiser Plan, and
merged with the assets of such plan, as soon as administratively feasible on or
after such date.


 


4.             The first paragraph of Section 10.07 is amended to
read as follows:


 


“Each member may name a Beneficiary to
receive any death benefit (other than any income payable to a Contingent
Annuitant) which may arise out of his participation in the Plan. The Member may
change his Beneficiary from time to time. Unless a qualified election has been
made, the Beneficiary of a Member who has a spouse shall be the Member’s spouse.
The Member’s Beneficiary designation and any change of Beneficiary shall be
subject to Section 6.03. It is the responsibility of the Member to give written
notice to the Insurer of the name of the Beneficiary on a form furnished for
that purpose.”


 


Executed this 15th
day of February, 2006.


 


	
   

  	
  KAISER ANALYTICAL MANAGEMENT

  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Douglas
  W. McMinn

  	
   

  
	
   

  	
   

  	
   

  	
    Title:
  Chief Executive Officer