**Exhibit 10.34**

 

**FIRSTAMENDMENT TO THE**

**KAISERANALYTICAL MANAGEMENT SERVICES**

**401(k)PLAN**

 

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

 

**WHEREAS,** the Company would like to amend thePlan 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 ofthe amended Plan into the Kaiser Group International, Inc. Section 401(k) Plan;

 

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

 

1.             Sections6.01 and 6.02 are amended to read as follows:

 

6.01         Formof Distribution. A Member’s Vested Account shall be distributed in the formof a lump sum, whether it is payable to the Member or the Member’s Beneficiaryfollowing the Member’s death.

 

6.02         OptionalForms of Distribution. There are no optional forms of distributionavailable under the Plan.

 

2.             Section10.01(a) is amended to read as follows:

 

“The Plan is amended to eliminate or restrict theability of a Member to receive payment of his Account balance under aparticular optional form of benefit and the amendment provides a single sumdistribution form that is otherwise identical to the optional form of benefiteliminated or restricted. For purpose of this condition, a single sumdistribution form is otherwise identical only if it is identical in allrespects to the eliminated or restricted optional form of benefit (or would beidentical except that it provides greater rights to the Member) except withrespect to the timing of payments after commencement. Section AA(3) of the Adoption Agreement shall no longer apply.”

 

3.             Section10.03 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 onFebruary 28, 2006. The merger shall satisfy the requirements of Code section414(l). Plan assets shall be transferred to the trustee of the Kaiser Plan, andmerged with the assets of such plan, as soon as administratively feasible on orafter such date.

 

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

 

“Each member may name a Beneficiary toreceive any death benefit (other than any income payable to a ContingentAnnuitant) which may arise out of his participation in the Plan. The Member maychange his Beneficiary from time to time. Unless a qualified election has beenmade, 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 besubject to Section 6.03. It is the responsibility of the Member to give writtennotice to the Insurer of the name of the Beneficiary on a form furnished forthat purpose.”

 

Executed****this 15thday of February, 2006.

 
|   | **KAISER ANALYTICAL MANAGEMENT  SERVICES, INC.** |
|--------|--------------------------------------------------|
|   |                                             |   |
|   |                                             | By: | /s/ Douglas  W. McMinn |   |
|   |                                             |   |   Title:  Chief Executive Officer |

 

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