**Exhibit 10.33**

 

**FOURTEENTH AMENDMENT TO**

**KAISER GROUP INTERNATIONAL, INC.**

**SECTION 401(k) PLAN**

 

**WHEREAS**, Section 10.2 of the Kaiser GroupInternational, Inc. Section 401(k) Plan (the “Plan”) permits the Board ofDirectors of Kaiser Group International, Inc., or any committee thereof, (the “Board”)to amend the Plan; and

 

**WHEREAS,** the Board would like to amend thePlan to prospectively (1) freeze salary deferrals and matching contributions,(2) increase profit-sharing contributions to the maximum contribution permittedunder section 415(c) of the Internal Revenue Code of 1986, as amended (the “Code”),(3) fully vest the post-2005 profit-sharing contributions, (4) eliminate thelast day of work and 1,000 hour requirement for post-2005 profit-sharingcontributions, and (5) clarify the Plan’s Code section 415 rules to ensure thatelective deferrals are distributed first in the event of excess annualadditions.

 

**NOW, THEREFORE,** effective as of January 19, 2006,the Plan is amended as follows:

 

1.             NewSection 3.1(b)(v) is added to read as follows:

 

(v)                                 Post-2005Contributions. Employer profit-sharing contributions, and earnings thereon,for each Plan Year beginning on or after January 1, 2006 shall be fully Vested at all times.

 

2.             Section 4.1 isamended by adding the following paragraph to the end thereof, to read asfollows:

 

Notwithstanding the foregoing, effective asof January 19, 2006, Salary Deferrals are frozen and no longer permitted.

 

3.             Section 4.2 isamended by adding the following paragraph to the end thereof, to read asfollows:

 

Notwithstanding the foregoing, effective asof January 19, 2006, Employer matching contributions are frozen and no longerpermitted.

 

4.             Section4.4(c) is amended by replacing the phrase “the Excess Amount shall be disposedof by reducing the Salary Deferrals of a Participant and corresponding matchingEmployer contributions and forfeitures otherwise allocable to the Participant’sAccount” with the following phrase:

 

the Excess Amount shall be disposed of by firstdistributing the Salary Deferrals of a Participant (and earnings thereon) andforfeiting the corresponding Employer matching contributions and then, to the extent necessary, by reducing theforfeitures otherwise allocable to the Participant’s Account

 

5.             Section4.9(a) is amended by adding the following paragraph to the end thereof, to readas follows:

 

Notwithstanding the foregoing, for each Plan Yearbeginning on or after January 1, 2006, the Employer will contribute to theTrust for each Participant an amount that, when added to any forfeituresallocated to such Participant’s Account for such Plan Year, equals the “maximumannual addition.”  The maximum annualaddition, as described in Section 12.1(b), equals the lesser of (i) $40,000, asadjusted for increases in the cost-of-living under section 415(d) of the Code,or (ii) 100% of the Participant’s compensation (as defined in Section4.4(b)(iii) for the limitation year).

 

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6.             Section12.8 is amended by adding the following paragraph to the end thereof, to readas follows:

 

Notwithstanding the foregoing, effective asof January 19, 2006, catch-up contributions are frozen and no longer permitted.

 

Executed****this 18th dayof January, 2006.

 

 
|   | **KAISER GROUP INTERNATIONAL, INC.** |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   |                                 | By: | /s/ Douglas  W. McMinn |   |
|   |                                 |   |   Title:  Chief Executive Officer |

 

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