<PAGE>

                                                                   Exhibit 10(b)



                        ICF KAISER INTERNATIONAL, INC.

                         EMPLOYEE STOCK OWNERSHIP PLAN

                (As Amended and Restated as of January 1, 1996)
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                          <C>
HISTORY AND EFFECTIVE DATES.................................................  1

ARTICLE I       DEFINITIONS.................................................  1
     1.1       "Account.....................................................  1
     1.2       "Anniversary Date............................................  1
     1.3       "Beneficiary.................................................  1
     1.4       "Board.......................................................  1
     1.5       "Code........................................................  1
     1.6       "Committee...................................................  1
     1.7       "Company.....................................................  1
     1.8       "Company Stock...............................................  2
     1.9       "Compensation................................................  2
     1.10      "Early Retirement Date.......................................  2
     1.11      "Effective Date..............................................  2
     1.12      "Employee....................................................  2
     1.13      "Employer....................................................  3
     1.14      "ERISA.......................................................  3
     1.15      "Family Member...............................................  3
     1.16      "Fiduciary...................................................  3
     1.17      "Highly Compensated Participant..............................  4
     1.18      "Hour of Service.............................................  4
     1.19      "Investment Account..........................................  4
     1.20      "Investment Manager..........................................  4
     1.21      "Key Employee................................................  4
     1.22      "Member of a Controlled Group................................  4
     1.23      "Non-Highly Compensated Participant..........................  5
     1.24      "Non-Key Employee............................................  5
     1.25      "Normal Retirement Date......................................  5
     1.26      "Participant.................................................  5
     1.27      "Period of Separation........................................  5
     1.28      "Period of Service...........................................  5
     1.29      "Period of Severance.........................................  5
     1.30      "Plan........................................................  5
     1.31      "Plan Year...................................................  5
     1.32      "Qualified Military Service..................................  5
     1.33      "Qualified Participant.......................................  5
     1.34      "Retires under the Plan......................................  6
     1.35      "Section.....................................................  6
     1.36      "(S) 415 Compensation........................................  6
     1.37      "Separation from Service.....................................  6
     1.38      "Service.....................................................  6
</TABLE>

                                            i
<PAGE>

<TABLE>
<S>                                                                          <C>
    1.39   "Trust...........................................................  6
    1.40   "Trust Agreement.................................................  6
    1.41   "Trustee.........................................................  6
    1.42   "Valuation Date..................................................  6
    1.43   "Vested..........................................................  6

ARTICLE II ELIGIBILITY AND PARTICIPATION....................................  6
    2.1    Plan Frozen......................................................  7
    2.2    Eligibility and Commencement of Participation....................  7
    2.3    Determination of Eligibility.....................................  7
    2.4    Continuation of Participation....................................  7
    2.5    Qualified Military Service.......................................  7

ARTICLE III VESTING AND CREDITING OF SERVICE................................  7
    3.1    Employees Prior to March 1, 1983.................................  7
    3.2    Employees Prior to May 16, 1986..................................  8
    3.3    Employees After May 15, 1986.....................................  8
    3.4    Special Vesting Rules............................................  8
    3.5    Years of Service.................................................  8
    3.6    Special ESOP Forfeiture Rule.....................................  8

ARTICLE IV CONTRIBUTIONS AND FORFEITURES....................................  9
    4.1    Employer Contributions...........................................  9
    4.2    Payment of Contributions.........................................  9
    4.3    Maximum Contribution.............................................  9
    4.4    Excess Annual Addition........................................... 10
    4.5    Multiple Plan Reduction.......................................... 10

ARTICLE V TOP HEAVY PROVISIONS.............................................. 11
    5.1    Top Heavy Plan Requirements...................................... 11
    5.2    Key Employee..................................................... 12
    5.3    Top Heavy Vesting................................................ 12
    5.4    Determination of Top Heavy Status................................ 13
    5.5    Top Heavy Plan Year Allocations.................................. 16

ARTICLE V INVESTMENTS....................................................... 17
    6.1    Investment in Company Stock...................................... 17
    6.2    Borrowing and Installment Purchase............................... 17
    6.3    Diversification of Investments by Qualified Participants......... 17

ARTICLE VII ALLOCATION, VALUATION AND MAINTENANCE OF ACCOUNTS............... 18
    7.1    Allocations...................................................... 18
    7.2    Withdrawals from Loan Suspense Account........................... 18
</TABLE>
<PAGE>

<TABLE>
<S>                                                                          <C>
    7.3   Credits to Accounts............................................... 18
    7.4   Valuations........................................................ 18
    7.5   Special Acquisition Loan Rules.................................... 19
    7.6   Limitation on Electing Shareholder................................ 19
    7.7   Participant Statements............................................ 19

ARTICLE VIII FORM, AMOUNT AND DISTRIBUTION OF BENEFITS...................... 20
    8.1   Distribution at Required Beginning Date........................... 20
    8.2   Determination Of Benefits Upon Death.............................. 20
    8.3   Distribution of Benefits on Retirement or Other Separation
          from Service...................................................... 21
    8.4   Diversification by Distribution................................... 22
    8.5   Distribution in Cash or Stock..................................... 22
    8.6   Put Option........................................................ 23
    8.7   Restrictions of Transfer.......................................... 24
    8.8   Dividend Distributions............................................ 25
    8.9   Distribution on the Sale of Subsidiary or Assets.................. 25
    8.10  Forfeiture of Benefit of Missing Claimant......................... 25

ARTICLE IX ADMINISTRATION AND CLAIMS PROCEDURES............................. 25
    9.1   Named Fiduciaries................................................. 25
    9.2   Responsibilities Set Forth In Trust Agreement..................... 26
    9.3   Advisors.......................................................... 26
    9.4   Trustee........................................................... 26
    9.5   Administration by Committee....................................... 26
    9.6   Expenses of the Plan and Trust.................................... 30
    9.7   Shareholder Rights................................................ 30

ARTICLE X ADOPTION, AMENDMENT, MERGER AND TERMINATION....................... 30
    10.1  Adoption.......................................................... 30
    10.2  Amendment of Plan................................................. 31
    10.3  Merger or Consolidation........................................... 31
    10.4  Termination....................................................... 31

ARTICLE XI GENERAL PROVISIONS............................................... 31
    11.1  Participant's Rights.............................................. 31
    11.2  Exclusive Benefit of Employees.................................... 32
    11.3  Alienation and Qualified Domestic Relations Order................. 32
    11.4  Governing Law..................................................... 33
    11.5  Headings.......................................................... 33
    11.6  Procedure with Multiple Employers................................. 33
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                          <C>
    11.7  Separation of Employer Contributions.............................. 33
    11.8  Revocation of Employer Participation.............................. 33
    11.9  Limitation of Liability........................................... 34
    11.10 Action by the Employer............................................ 34
    11.11 Uniformity and Construction....................................... 34
    11.12 Mistakes.......................................................... 34
    11.13 Approval by Internal Revenue Service.............................. 34

EXHIBIT A EXCLUDED ENTITIES................................................. 35
</TABLE>

                                      iv

<PAGE>

                        ICF KAISER INTERNATIONAL, INC.

                         EMPLOYEE STOCK OWNERSHIP PLAN

                (As Amended and Restated as of January 1, 1996)

                          HISTORY AND EFFECTIVE DATES
                          ---------------------------


     The ICF Kaiser International, Inc. Employee Stock Ownership Plan (the
"Plan") was adopted, together with Amendment Number One, effective as of March
1, 1987, and was amended and restated as of May 6, 1991.  The Plan was further
amended as of March 1, 1991, April 25, 1992, March 1, 1993 and June 24, 1994.
The Plan was most recently amended and restated as of April 24, 1995.  This
amendment and restatement is effective as of January 1, 1996.

     The Plan was frozen as of March 1, 1994, and there have been no new
Participants in the Plan and no Employer contributions made to the Plan on or
after February 28, 1994.


                                   ARTICLE I

                                  DEFINITIONS

     1.1  "Account" shall mean the balance to the credit of a Participant under
the Plan. The balance to the credit of a Participant under this Plan originates
from Employer Contributions, and income (or losses) allocated thereto.

     1.2  "Anniversary Date" shall mean the last day of December.

     1.3  "Beneficiary" shall mean the person or persons entitled to receive any
benefits under the Plan in the event of a Participant's death.

     1.4  "Board" shall mean the Board of Directors of ICF Kaiser International,
Inc., or any committee thereof authorized to act therefor in accordance with
applicable law.

     1.5  "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations issued thereunder.

     1.6  "Committee" shall mean the Employee Stock Ownership Plan Committee
appointed by the Board to administer the Plan and to give instructions to the
Trustee.

     1.7  "Company" shall mean ICF Kaiser International, Inc., a Delaware
          corporation, and any successors thereto.
<PAGE>

     1.8  "Company Stock" shall mean shares of voting common stock or any class
of capital stock convertible into voting common stock which the Company (or a
corporation that is a Member of a Controlled Group with the Company) is
authorized to issue. The Plan shall be primarily invested in Company Stock that
is "qualifying employer securities" for purposes of (S) 409(1) of the Code and
(S) 407(d) of ERISA.

     1.9  "Compensation" shall mean the total compensation paid to a Participant
by an Employer for personal services actually rendered in the course of
employment for any Plan Year, including salary, wages, commissions, overtime
compensation, bonuses (including completion bonuses) and overseas incentives.
Amounts contributed by the Company or an Employer to this Plan, the ICF Kaiser
International, Inc. Retirement Plan, or the ICF Kaiser International, Inc.
Section 401(k) Plan and any non-taxable fringe benefits shall not be considered
as Compensation. Compensation generally includes only those items specified in
Treasury Regulations (S) 1.415-2(d)(2) and shall exclude all items listed in
Treasury Regulations (S) 1.415-2(d)(3). Notwithstanding the above, or purposes
of Section 4.1 of the Plan, salary reduction amounts contributed to the
Company's Dependent Care Assistance Plan, the Health Flexible Spending Account
Plan and Pre-tax Contribution Plan, and the ICF Kaiser International, Inc.
Section 401(k) Plan shall be considered Compensation.

     For purposes of contributions or benefits on behalf of Participants,
Compensation shall be limited to the dollar amount applicable pursuant to (S)
401(a)(17) of the Code. For purposes of applying the dollar limit on
compensation, a highly compensated Employee's Family Member will be treated as a
single employee with one compensation, and the limit will be allocated among the
members of the family unit in proportion to each member's compensation, to the
extent required under the Code.

     Determinations of whether payments made to a Participant are for personal
services actually rendered in the course of employment shall be made by the
Committee, in a uniform and nondiscriminatory manner, in good faith, and in the
exercise of its sole discretion. Payments that may be determined not to be for
personal services actually rendered in the course of employment may include, for
example, but are not limited to, a signing bonus, reimbursement of moving
expenses, a gross-up to offset a personal income tax liability resulting from a
transaction, or a payment treated by the Company as an acquisition cost for
financial reporting purposes.

     With respect to nondiscrimination testing, the Board reserves the right to
define Compensation in any manner that satisfies the requirements of (S)
401(a)(4) of the Code.

     1.10 "Early Retirement Date" shall occur on or after the Participant's
55th birthday, provided that the Participant has completed 10 years of Service
and has not reached his 65th birthday.

     1.11 "Effective Date" shall mean January 1, 1996.

     1.12 "Employee" shall mean a person employed by an Employer, who has met
the eligibility requirements specified in Section 2.1, except that such term
shall not include:

                                       2
<PAGE>

           (a) a person who is a nonresident alien and who receives no earned
income (within the meaning of (S) 911(d)(2) of the Code) which constitutes
income from sources within the United States (within the meaning of (S)
861(a)(3) of the Code);

           (b)  an independent contractor;

           (c)  a self-employed person;

           (d) a person included in a unit of employees covered by a collective
bargaining agreement between employee representatives and an Employer in
connection with which retirement benefits were the subject of good faith
bargaining between such employee representative and an Employer, unless
otherwise provided by such collective bargaining agreement;

           (e) a leased employee within the meaning of (S) 414(n) of the Code
unless required by (S) 414(n) of the Code to be treated as an employee for
certain plan qualification purposes; and

           (f) an individual employed by any entity, or by the division, set
forth on Exhibit A, attached hereto, unless such individual was hired by a then
Member of a Controlled Group prior to December 1, 1986 and was transferred to
the division set forth in Exhibit A.

     1.13  "Employer" shall mean the Company or any subsidiary corporation of
the Company, as defined in (S) 424(f) of the Code, which has been designated by
the Company as an Employer participating in the Plan and which has accepted such
designation and has agreed to the terms of the Plan and the Trust Agreement.

     1.14  "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations issued thereunder.

     1.15  "Family Member" shall mean any individual as defined in Section
414(q)(6) of the Code who is a member of the family of a 5% owner or of a highly
compensated employee in the group consisting of the 10 highest compensated
employees, to the extent required under the Code.

     1.16  "Fiduciary" shall mean any person who, in accordance with (S)
3(21)(A) of ERISA:

           (a) exercises any discretionary authority or discretionary control
respecting management of the Plan or exercises any authority or control
respecting management or disposition of its assets;

           (b) renders investment advice for a fee or other compensation, direct
or indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so; or

           (c) has any discretionary authority or discretionary responsibility
in the

                                       3
<PAGE>

administration of the Plan, including, but not limited to, the Trustee, the
Employer, the Committee, and the Company, except insofar as it is performing
settlor functions.

     1.17  "Highly Compensated Participant" shall mean any Participant who is
Highly Compensated as defined in (S) 414(q) of the Code.

     1.18  "Hour of Service" shall mean:

           (a) each hour for which an Employee directly or indirectly receives
Compensation or is entitled to Compensation from a Member of the Controlled
Group for the performance of duties during the applicable computation period;

           (b) each hour for which an Employee directly or indirectly receives
Compensation or is entitled to Compensation by a Member of the Controlled Group
(irrespective of whether the employment relationship has terminated) for reasons
other than the performance of duties (such as vacation, holidays, sickness, jury
duty, disability, layoff, military duty or paid leave of absence) during the
applicable computation period; and

           (c) each hour for which back-pay is awarded or agreed to by a Member
of the Controlled Group without regard to mitigation of damages.

     Notwithstanding the above, no more than 501 Hours of Service are required
to be credited to an Employee on account of any single continuous period during
which the Employee performs no duties (whether or not such period occurs in a
single computation period). An hour for which an Employee is directly or
indirectly paid, or is entitled to payment, on account of a period during which
no duties are performed is not required to be credited to the Employee if such
payment is made or due under a plan maintained solely for the purpose of
complying with applicable worker's compensation, unemployment compensation or
disability insurance laws. Hours of Service are not required to be credited for
a payment which solely reimburses an Employee for medical or medically related
expenses incurred by the Employee. The provisions of Department of Labor
Regulations (S) 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.19  "Investment Account" shall mean any portion of the Trust segregated
in accordance with Section 9.5(d).

     1.20  "Investment Manager" shall mean an entity that has the power to
manage, acquire, or dispose of Plan assets, and acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

     1.21  "Key Employee" shall mean those Employees defined in (S) 416(i) of
the Code.

     1.22  "Member of a Controlled Group" shall mean any corporation, trade or
business which belongs to a controlled group of corporations (as defined in (S)
414(b) of the Code) with the Company or is under common control (as defined in
(S) 414(c) of the Code) with the Company, or

                                       4
<PAGE>

is a member of an affiliated service group (as defined in (S) 414(m) of the
Code) with the Company.

     1.23  "Non-Highly Compensated Participant" shall mean any Participant who
is neither a Highly Compensated Participant nor a Family Member.

     1.24  "Non-Key Employee" shall mean any Employee or former Employee who is
not a Key Employee, and the Beneficiary of any Non-Key Employee.

     1.25  "Normal Retirement Date" shall mean the Participant's 65th birthday.

     1.26  "Participant" shall mean any Employee who satisfied the eligibility
requirements of Section 2.1 prior to February 28, 1994.

     1.27  "Period of Separation" shall mean a period of time commencing with
the date an Employee incurs a Separation from Service and ending with the date
such Employee resumes employment with the Employer.

     1.28  "Period of Service" shall mean, for purposes of determining an
Employee's initial or continued eligibility to participate in the Plan or the
Vested portion of his Account, the time period commencing with his employment
commencement date and ending on the date a Period of Severance begins. A Period
of Service for these purposes includes any Period of Separation of less than 12
consecutive months.

     1.29  "Period of Severance" shall mean a Period of Separation commencing
with the date an Employee incurs a Separation from Service and ending with the
date, if any, on which such Employee resumes employment with the Employer. If an
Employee's absence is attributable to a Maternity or Paternity Leave of Absence,
a Period of Severance will not begin before the second anniversary of the date
the individual is first absent and does not perform an Hour of Service.

     1.30  "Plan" shall mean ICF Kaiser International, Inc. Employee Stock
Ownership Plan, as set forth herein, and includes the Trust Agreement by which
the Plan is funded, as they may be amended from time to time. The Plan is
intended to be a qualified stock bonus plan under (S) 401(a) of the Code, and an
employee stock ownership plan under (S) 4975(e)(7) of the Code and (S) 407(d) of
ERISA.

     1.31  "Plan Year" shall mean the calendar year, provided that there was a
short Plan Year beginning March 1, 1995 and ending December 31, 1995.

     1.32  "Qualified Military Service" shall mean qualified military service as
defined in (S) 4 14(u) of the Code.

     1.33  "Qualified Participant" shall mean an individual who has been a
Participant for 10 years and has attained age 55.

                                       5
<PAGE>

     1.34  "Retires under the Plan" shall mean that a Participant incurs or has
incurred a Separation from Service on or after his Early Retirement Date or
Normal Retirement Date.

     1.35  "Section" shall mean a section of this Plan unless the context
indicates otherwise. References in this Plan to a section of the Code, ERISA or
other statute shall use a "(S)" sign or "(S)(S)" sign to designate more than one
section and shall refer to any renumbering of that section in that statute, or
any successor statute, and shall also refer to the regulations issued under that
section.

     1.36  "(S) 415 Compensation" shall mean compensation as defined in (S)
415(c)(3) of the Code.

     1.37  "Separation from Service" shall apply to any voluntary or involuntary
termination of employment with an Employer (and for eligibility, distribution,
or vesting purposes only, any Member of a Controlled Group) for any reason.

     1.38  "Service" shall mean employment with an Employer, or another
corporation which is a Member of a Controlled Group with the Company and shall
generally include paid layoffs, authorized leave of absence, sickness, and jury
duty.

     1.39  "Trust" shall mean the IOF Kaiser International, Inc. Employee Stock
Ownership Trust created by the Trust Agreement entered into between the Company
and the Trustee.

     1.40  "Trust Agreement" shall mean the agreement between the Company and
the Trustee establishing the Trust and specifying the powers and duties of the
Trustee, as amended from time to time.

     1.41  "Trustee" shall mean Vanguard Fiduciary Trust Company, or such
successor or successors thereto designated by the Company to act as such under
the provisions of the Trust Agreement, who agrees to act as such by executing
the Trust Agreement.

     1.42  "Valuation Date" shall mean the most current date with respect to
which the Trustee determines the fair value of the assets comprising the Trust
or any portion thereof, in accordance with the Trustee's procedures. Under
current procedures, Valuation Date shall mean each business day of the Trustee.

     1.43  "Vested" shall mean the portion of a Participant's Account that is
nonforfeitable under the applicable provisions of this Plan.


                                   ARTICLE II

                         ELIGIBILITY AND PARTICIPATION

     2.1   Plan Frozen. Employees who were not Participants on February 28, 1994
           -----------
are not entitled to participate in the Plan.  Sections 2.2 through 2.7 govern
eligibility and participation

                                       6
<PAGE>

prior to March 1, 1994.

     2.2  Eligibility and Commencement of Participation. Prior to March 1, 1994,
          ---------------------------------------------
an Employee became a Participant under the Plan after he completed 1,000 Hours
of Service. An Employee participated in the Plan as of the date on which he
became an Employee, if he met the 1,000 Hours of Service requirement in the
first Plan Year in which he was employed; if an Employee met the 1,000 Hours of
Service requirement in a subsequent Plan Year, he participated in the Plan as of
the first day of the Plan Year in which the 1,000 Hours of Service requirement
was met.

     2.3  Determination of Eligibility. Subject to any contrary final order or
          ----------------------------
judgment of a court of competent jurisdiction, the decision of the Committee
shall be final and conclusive as to the eligibility of individuals for
participation hereunder.

     2.4  Continuation of Participation. A Participant shall retain the status
          -----------------------------
as a Participant until he has received distributions that represent the Vested
Account under the Plan.

     2.5  Qualified Military Service. Notwithstanding any provision of this Plan
          --------------------------
to the contrary, contributions, benefits and service credit with respect to
Qualified Military Service will be provided in accordance with (S) 414(u) of the
Code.


                                  ARTICLE III

                       VESTING AND CREDITING OF SERVICE

     The Vested portion of a Participant's Account will be determined on the
basis of his Vested interest in his Account as of the most recent Valuation Date
in accordance with one of the following schedules:

     3.1  Employees Prior to March 1, 1983.
          --------------------------------

          Participants who were Employees of a then Member of the Controlled
Group prior to March 1, 1983:
                                            Vested
          Period of Service                 Percentage
          -----------------                 ----------
                 1                             20%
                 2                             40%
                 3                             60%
                 4                             80%
                 5                            100%

     3.2  Employees Prior to May 16, 1986.
          -------------------------------

          Participants who were Employees of a then Member of the Controlled
Group after February 28, 1983 but prior to May 16, 1986:

                                       7
<PAGE>

          Period of Service                Vested Percentage
          -----------------                -----------------
          Less than 2 years                     0%
                 2                             20%
                 3                             40%
                 4                             60%
                 5                             80%
                 6 or more                    100%

     3.3  Employees after May 15, 1986.
          ----------------------------

          Participants who become Employees of a Member of the Controlled Group
after May 15, 1986;


          Period of Service                Vested Percentage
          -----------------                -----------------
          Less than 3 years                     0%
                 3                             20%
                 4                             40%
                 5                             60%
                 6                             80%
                 7 or more                    100%


     3.4  Special Vesting Rules. Notwithstanding the above, any Participant who
          ---------------------
was an Employee on March 1, 1993, is 100% vested in his Account, and any
Employee who becomes a Participant after that date but on or before February 28,
1994, shall be 100% `vested in his Account.

     3.5  Years of Service. For purposes of Article III, a Participant shall be
          ----------------
credited with as many years of Service as his Period of Service contains
Anniversary Dates of the Plan, under the elapsed time method.

     3.6  Special ESOP Forfeiture Rule. That portion of a Participant's Account
          ----------------------------
which is not Vested will become a forfeiture and shall be allocated to remaining
Participants in the manner set forth in Section 7.3. If a portion of a
Participant's Account is forfeited, Company Stock acquired by the Trust through
a financing transaction in which the Trust incurs debt obligations and allocated
under Section 7.1 shall be forfeited only after other assets in the
Participant's Account. If interests in more than one class of employer
securities have been so acquired and allocated to the Participant's Account
pursuant to Section 7.1, the same proportion of each such class shall be
forfeited.

                                       8
<PAGE>

                                  ARTICLE IV

                         CONTRIBUTIONS AND FORFEITURES

     4.1  Employer Contributions. For each Plan Year commencing prior to March
          ----------------------
1, 1993, each Employer will contribute to the Trust for each Participant who (a)
has not terminated employment on the last day of the Plan Year and who has 1,000
Hours of Service; (b) Retires under the Plan; or (c) dies, an amount equal to 4%
of his Compensation for the Plan Year. For the Plan Year beginning March 1,
1993, each Employer will contribute to the Trust for each Participant who is
employed on the last day of the Plan Year and who has completed 1,000 Hours of
Service during the Plan Year an amount equal to 2% of his Compensation for the
Plan Year. No Company contribution will be for Plan Years beginning on or after
March 1, 1994.

     4.2  Payment of Contributions. Employer contributions shall be paid to the
          ------------------------
Trust not later than the due date for filing the Employer's Federal income tax
return for that year, including extensions of such date. A Participant who
becomes an officer or employee of the United States Government or any
independent agency of the United States, in a position that could involve
regulatory oversight or administrative discretion over Company activities (a
"Qualifying Position"), may request an expedited payment of current
contributions and expedited distribution of his Account. This request should
include information sufficient to enable the Committee to determine that the
Participant is in a Qualifying Position. If the Committee so determines, in the
exercise of its reasonable discretion, Employer contributions shall be paid to
the Trust as soon as practicable after the Participant has terminated employment
with an Employer and filed such request. Employer contributions may be paid to
the Trust in cash or Company Stock, as determined by the Board.

     4.3  Maximum Contribution. The "Annual Additions" to the Account of any
          --------------------
Participant for any Limitation Year may not exceed the lesser of 25% of his
Compensation or $30,000 (adjusted for cost-of-living increases as provided in
(S) 415(d)(1) of the Code). The Limitation Year shall be the Plan Year. For
purposes of applying the limitations of (S) 415 of the Code, "Annual Additions"
means the sum credited to a Participant's accounts under all defined
contribution plans of the Employer for any "Limitation Year" of (a) Employer
contributions, (b) Employee contributions, (c) forfeitures, (d) amounts
allocated to an individual medical account, as defined in (S) 415(1)(1) of the
Code which is part of a defined benefit plan maintained by the Employer and (e)
amounts derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a Key Employee (as defined
in (S) 419A(d)(3) of the Code) under a welfare benefit plan (as defined in (S)
419(e) of the Code) maintained by the Employer. The limitation year shall be the
Plan Year.

     Rollover contributions and transfers from another qualified plan to this
Plan are not included in Annual Additions. In addition, all defined contribution
plans of the Employer, terminated or not, shall be considered as one plan for
purposes of these limitations.

                                       9
<PAGE>

     If an Employee is a Participant in more than one defined contribution plan
maintained by the Employer and if the limitation on Annual Additions provided in
this Section would otherwise be exceeded, forfeitures under this Plan shall be
reduced first, then salary deferral contributions and the respective matching
contributions under the ICF Kaiser International, Inc. Section 401(k) Plan shall
be reduced and, then, to the extent necessary, allocations under the ICF Kaiser
International, Inc. Retirement Plan shall be reduced.


     For purposes of the application of limits under (S) 415(c) of the Code,
all defined contribution plans of the Employer, including (a) key employee
accounts under a welfare benefit plan described in Code (S) 419(b), accounts
under any terminated plan and (c) any defined benefit plan of the Employer to
which Employee contributions are made, shall be treated as one plan and any
Member of the Controlled Group of which the Employer is a member shall be
treated as the Employer. For purposes of the Plan Year beginning March 1, 1995
and ending December 31, 1995, the limits under (S) 415 shall be pro-rated as
required under the applicable regulations.

     4.4  Excess Annual Addition.  If, as a result of the allocation of
          ----------------------
forfeitures, a reasonable error in estimating a Participant's Compensation, a
reasonable error in determining the amount of elective contributions that may be
made with respect to any individual under the limits of (S) 415 of the Code, or
other circumstances to which Treasury Regulations (S) 1.415-6(b)(6) applies, the
Annual Additions under this Plan would cause the maximum Annual Additions to be
exceeded for any Participant, allocations of forfeitures under the Plan shall be
reduced, then elective contributions made to the ICF Kaiser International, Inc.
Section 40 1(k) Plan during the limitation year shall be reduced except that, to
the extent allowable under the Treasury Regulations in effect under (S) 401(k)
of the Code, Employer contributions under this Plan shall be reduced before the
return of elective contributions made prior to December 31 of the applicable
limitation year. Such excess amounts, other than amounts returned to
Participants from the ICF Kaiser International, Inc. Section 401(k) Plan, shall
be retained in a (S) 415 suspense account. Excess amounts held in a (S) 415
suspense account shall be allocated to the affected individuals as part of the
Employer contribution for the next Plan Year, or succeeding Plan Years as
necessary, and to the extent not so allocated, shall be allocated to all
Participants in accordance with Treasury Regulations (S) 1.415-6(b)(6)(ii).

     4.5  Multiple Plan Reduction.
          -----------------------

          (a)  Reduction. If an Employee is a Participant in one or more defined
               ---------
benefit plans and one or more defined contribution plans maintained by the
Employer, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any year may not exceed 1.0. The defined benefit
plan fraction for any year is a fraction the numerator of which is the projected
"annual benefit" of the Participant under the Plan (determined as of the close
of the Plan Year), and the denominator of which is the lesser of: (i) the
product of 1.25 multiplied by the maximum dollar limitation in effect under (S)
415(b)(1)(A) of the Code for such year, or (ii) the product of 1.4 multiplied by
the amount which may be taken into account under (S) 415(b)(1)(B) of the Code
for such year. The defined contribution plan fraction for any year is a

                                       10
<PAGE>

fraction the numerator of which is the sum of the Annual Additions to the
Participant's Account as of the close of the Plan Year and the denominator of
which is the sum of the lesser of the following amounts determined for such year
and each prior year of service with the Employer: (1) the product of 1.25
multiplied by the dollar limitation in effect under (S) 415(c)(1)(A) of the Code
for such year (determined without regard to (S) 415(c)(6) of the Code), or (2)
the product of 1.4 multiplied by the amount which may be taken into account
under (S) 415(c)(1)(B) of the Code for such year.

          (b)  Top Heavy Plan. Notwithstanding the foregoing, for any Top Heavy
               --------------
Plan Year, 1.0 shall be substituted for 1.25 unless the extra minimum allocation
is being made pursuant to Section 5.5(b). However, for any Plan Year in which
this Plan is a Super Top Heavy Plan, 1.0 shall be substituted for 1.25 in any
event.

          (c)  Section 415 Adjustment. If the sum of the defined benefit plan
               ----------------------
fraction and the defined contribution plan fraction shall exceed 1.0 in any Year
for any Participant in this Plan, the Employer shall adjust the numerator of the
defined benefit plan fraction so that the sum of both fractions shall not exceed
1.0 in any Plan Year for such Participant.

          (d)  Special Rule for Forfeitures. The limitation described in Section
               ----------------------------
4.3 with respect to any Participant shall not apply to forfeitures of Company
Stock acquired through a financing transaction described in Section 6.2 and
shall be doubled for a Plan Year beginning before March 1, 1990 for which no
more than one-third of the Employer Contributions are allocated to Participants
who are:

               (i)    Officers of an Employer;

               (ii)   Shareholders who, without regard to Company Stock held by
the Trust, own (after application of (S) 1563(e) of the Code) shares having more
than 10% of the total combined voting power of all classes of voting stock of an
Employer or more than 10%) of the total value of all classes of stock of an
Employer; or

               (iii)  Participants whose compensation (as defined in (S)
415(c)(3) of the Code) for the Plan Year is more than twice the amount described
in Section 4.3.


                                   ARTICLE V

                             TOP HEAVY PROVISIONS

     5.1  Top Heavy Plan Requirements. For any Top Heavy Plan Year, the Plan
          ---------------------------
shall provide the following:

          (a)  special vesting requirements of Code (S) 416(b) pursuant to
Section 5.3 of the Plan;

                                       11
<PAGE>

          (b)  special minimum allocation requirements of (S) 416(c) of the Code
pursuant to Section 5.5 of the Plan.

     5.2  Key Employee.  A Key Employee shall mean those Employees, former
          ------------
Employees, or Beneficiary of an Employee or former Employee who at any time
during the Plan Year or any of the four preceding Plan Years, is:

          (a)  an officer of the Company (as defined under (S) 416 of the Code)
having annual (S) 415 compensation greater than 50% of the amount in effect
under (S) 415(b)(l)(A) of the Code for any such Plan Year;

          (b)  one of the 10 Employees owning (or considered as owning within
the meaning of (S) 318 of the Code) the largest interests in all employers
required to be aggregated under Code (S)(S) 414(b), (c) and (m). However, an
Employee will not be considered a top 10 owner for a Plan Year if the Employee
earns less than $30,000 (or such other amount adjusted in accordance with (S)
415(c)(1)(A) of the Code as in effect for the calendar year in which the
determination date falls);

          (c)  a "5% owner" of the Employer, i.e., any person who owns (or is
                                             ----
considered as owning within the meaning of (S) 318 of the Code) more than 5% of
the outstanding stock of the Employer or stock possessing more than 5%) of the
total combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than 5% of the capital or
profits interest in the Employer. In determining percentage ownership hereunder,
employers that would otherwise be aggregated under (S)(S) 414(b), (c) and (m) of
the Code shall be treated as separate employers; or

          (d)  a "1%" of the Employer having an annual (S) 415 Compensation from
the Employer of more than $150,000. "1% owner" means any person who owns (or is
considered as owning within the meaning of (S) 318 of the Code) more than 1% of
the outstanding stock of the Employer or stock possessing more than 1% of the
total combined voting power of all stock of the Employer. In determining
percentage ownership hereunder, employers that would otherwise be aggregated
under Code (S)(S) 414(b), (c) and (m) shall be treated as separate employers.
However, (S) 415 Compensation from each employer required to be aggregated under
Code (S)(S) 414(b), (c) and (m) shall be taken into account for purposes of the
maximum limits under (S) 401(a)(17).

     5.3  Top Heavy Vesting.
          -----------------

          (a)  Special Vesting Schedule.  If at any time during a Plan Year the
               ------------------------
Plan is Top Heavy, the following vesting schedule shall be applicable to the
minimum allocation for that Plan Year and for all subsequent Plan Years:

                                       12
<PAGE>

           Period of Service                    Vested Percentage
           -----------------                    -----------------
           Less than 2 years                          0%
                  2                                  20%
                  3                                  40%
                  4                                  60%
                  5                                  80%
                  6 or more                         100%

     Notwithstanding the above, a Participant shall become fully Vested in any
top-heavy contributions allocated to his Account if he is an Employee on his
Normal Retirement Date.

     (b)  Forfeitures. A Participant shall forfeit the portion of his Account
          -----------
attributable to top-heavy contributions (and earnings) that are not Vested on
the earlier of

          (i)   the distribution of the entire Vested portion of a Participant's
Account, including the occurrence of a distribution event before any portion of
a Participant's Account was Vested;

          (ii)  the date of Separation from Service by a Participant before any
portion of a Participant's Account was Vested; or

          (iii) the last day of the Plan Year in which the Participant incurs
five consecutive One-Year Breaks in Service.

     5.4  Determination of Top Heavy Status.
          ---------------------------------

          (a)   Top Heavy Plan. This Plan shall be a Top Heavy Plan for any Plan
                --------------
Year in which, as of the Determination Date, (i) the Present Value of Accrued
Benefits of Key Employees and (ii) the sum of the Aggregate Accounts of Key
Employees under this Plan and all plans of an Aggregation Group, exceeds 60% of
the Present Value of Accrued Benefits and the Aggregate Accounts of all Key and
Non-Key Employees under this Plan and all plans of an Aggregation Group.

     If any Participant is a Non-Key Employee for any Plan Year, but such
Participant was a Key Employee for any prior Plan Year, such Participant's
Present Value of Accrued Benefit and/or Aggregate Account balance shall not be
taken into account for purposes of determining whether this Plan is a Top Heavy
or Super Top Heavy Plan (or whether any Aggregation Group which includes this
Plan is a Top Heavy Group). In addition, if a Participant or Former Participant
has not received any Compensation from any Employer maintaining the Plan (other
than benefits under the Plan) at any time during the 5 year period ending on the
Determination Date, the Aggregate Account and/or Present Value of Accrued
Benefit for such Participant or Former Participant shall not be taken into
account for the purposes of determining whether this Plan is a Top Heavy or
Super Top Heavy Plan.

          (b)   Super Top Heavy Plan. This Plan shall be a Super Top Heavy Plan
                --------------------
for any

                                       13
<PAGE>

Plan Year in which, as of the Determination Date, (i) the Present Value of
Accrued Benefits of Key Employees or (ii) the sum of the Aggregate Accounts of
Key Employees under this Plan and any plan of an Aggregation Group, exceeds 90%
of the Present Value of Accrued Benefits or the Aggregate Accounts of all
Participants under this Plan and any plan of an Aggregation Group.

          (c)  Aggregate Account. A Participant's Aggregate Account as of the
               -----------------
Determination Date is the sum of:

               (i)   the Participant's Account as of the most recent Valuation
Date occurring within a 12-month period ending on the Determination Date;

               (ii)  any adjustment for any contributions due as of the
Determination Date. Such adjustment shall be the amount of any contributions
actually made after the Valuation Date but before the Determination Date, except
for the first Plan Year when such adjustment shall also reflect the amount of
any contributions made after the Determination Date that are allocated as of a
date in that first Plan Year;

               (iii) any Plan distributions made within the Plan Year that
includes the Determination Date or within the four preceding Plan Years.
However, in the case of distributions made after the Valuation Date and prior to
the Determination Date, such distributions are not included as distributions for
top heavy purposes to the extent that such distributions are already included in
the Participant's Aggregate Account balance as of the Valuation Date.
Notwithstanding anything herein to the contrary, all distributions, including
distributions made prior to January 1, 1984, and distributions under a
terminated plan which if it had not been terminated would have been required to
be included in an Aggregation Group, will be counted;

               (iv)  any Employee contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible employee contributions shall not
be considered to be a part of the Participant's Aggregate Account balance;

               (v)   with respect to unrelated rollovers and plan-to-plan
transfers (ones which are both initiated by the Employee and made from a plan
maintained by one employer to a plan maintained by another employer), if this
Plan provides for rollovers or plan-to-plan transfers, it shall always consider
such rollover or plan-to-plan transfer as a distribution for the purposes of
this Section. If this Plan is the plan accepting such rollovers or plan-to-plan
transfers, it shall not consider such rollovers or plan-to-plan transfers
accepted after December 31, 1983 as part of the Participant's Aggregate Account
balance;

               (vi)  with respect to related rollovers and plan-to-plan
transfers (ones either not initiated by the Employee or made to a plan
maintained by the same employer), if this Plan provides the rollover or plan-to-
plan transfer, it shall not be counted as a distribution for purposes of this
Section. If this Plan is the plan accepting such rollover or plan-to-plan
transfer, it shall consider such rollover or plan-to-plan transfer as part of
the Participant's Aggregate

                                       14
<PAGE>

Account balance, irrespective of the date on which such rollover or plan-to-plan
transfer is accepted.

          (d)  Aggregation Group - means either a Required Aggregation Group or
               -----------------
a Permissive Aggregation Group as hereinafter determined.

               (i)   In determining a Required Aggregation Group hereunder, each
plan of the Employer in which a Key Employee is a Participant (in the Plan Year
containing the Determination Date or any of the four preceding Plan Years), and
each other plan of the Employer which enables any plan in which a Key Employee
participates to meet the requirements of (S)(S) 401(a)(4) or 410 of the Code,
will be required to be aggregated. Such group shall be known as a Required
Aggregation Group.

     In the case of a Required Aggregation Group, each plan in the group will be
considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy
Group. No plan in the Required Aggregation Group will be considered a Top Heavy
Plan if the Required Aggregation Group is not a Top Heavy Group.

               (ii)  The Employer may also include any other plan not required
to be included in the Required Aggregation Group, provided the resulting group,
taken as a whole, would continue to satisfy the provisions of (S)(S) 401(a)(4)
or 410 of the Code. Such group shall be known as a Permissive Aggregation Group.

     In the case of a Permissive Aggregation Group, only a plan that is part of
the Required Aggregation Group will be considered a Top Heavy Plan if the
Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive
Aggregation Group will be considered a Top Heavy Plan if the Permissive
Aggregation Group is not a Top Heavy Group.

               (iii) Only those plans of the Employer in which the Determination
Dates fall within the same calendar year shall be aggregated in order to
determine whether such plans are Top Heavy Plans.

          (e)  Determination Date - means the last day of the preceding Plan
               ------------------
Year.

          (f)  Present Value of Accrued Benefit. In the case of a defined
               --------------------------------
benefit plan, a Participant's Present Value of Accrued Benefit shall be as
determined under the provisions of the applicable defined benefit plan.

          (g)  Top Heavy Group - means an Aggregation Group in which, as of the
               ---------------
Determination Date, the sum of:

               (i)   the Present Value of Accrued Benefits of Key Employees
under all defined benefit plans included in the group, and

               (ii)  the Aggregate Accounts of Key Employees under all defined

                                       15
<PAGE>

contribution plans included in the group, exceeds sixty percent (60%) of a
similar sum determined for all Participants.

          (h)  Top Heavy Plan Year - means that, for a particular Plan Year, the
               -------------------
Plan is a Top Heavy Plan.

     5.5  Top Heavy Plan Year Allocations.
          -------------------------------

          (a) Minimum Allocation. Notwithstanding the foregoing, for any Top
              ------------------
Heavy Plan Year, the sum of the Employer's contributions and forfeitures
allocated to the Account of each Non-Key Employee shall be equal to at least 3%
of such Non-Key Employee's Compensation. However, should the sum of the
Employer's contributions and forfeitures allocated to the Account of each Key
Employee for such Top Heavy Plan Year be less than 3% of each Key Employee's
Compensation, the sum of the Employer's contributions and forfeitures allocated
to the Account of each Non-Key Employee shall be equal to the largest percentage
allocated to the Account of each Key Employee. The percentage allocated to the
Account of any Key Employee shall be equal to the ratio of the sum of the
Employer's contribution and forfeitures allocated on behalf of such Key Employee
divided by the Compensation for such Key Employees.

          (b) Additional Allocation. If a Key Employee is a Participant in both
              ---------------------
a defined contribution plan and a defined benefit plan that are both part of a
Top Heavy Group (but neither of such plans is a Super Top Heavy Plan), the
defined contribution and the defined benefit fractions set forth in Article IV
shall remain unchanged, provided the Account of each Non-Key Employee who is a
Participant receives an extra allocation (in addition to the minimum allocation
set forth above) equal to not less than 1% of such Non-Key Employee's
Compensation.

          (c) Entitlement to Allocation. For any Top Heavy Plan Year, the
              -------------------------
minimum allocations set forth above shall be allocated to the Accounts of all
Non-Key Employees who are Participants and who have not terminated employment by
the Employer on the last day of the Plan Year, including Non-Key Employees who
have failed to complete a Year of Service during the Plan Year.

          (d) Multiple Plans. Notwithstanding anything herein to the contrary,
              --------------
in any Plan Year in which a Non-Key Employee is a Participant in both this Plan
and another tax-qualified plan of the Company, and both such plans are Top Heavy
Plans, the Employer shall not be required to provide a Non-Key Employee with
both the minimum top-heavy allocations or accruals under both plans.

                                       16
<PAGE>

                                   ARTICLE V

                                  INVESTMENTS

     6.1  Investment in Company Stock. Employer contributions in cash and other
          ---------------------------
cash received by the Trustee shall be invested primarily in Company Stock or may
be applied, as necessary, to pay currently maturing debt obligations (including
interest), if any, incurred by the Trust for the acquisition of Company Stock.
Purchases of Company Stock may be made from shareholders or directly from the
Company. If no Company Stock is available for purchase, the Trustee may invest
Trust assets in savings accounts, certificates of deposit, high-grade short-term
securities, equity stocks, bonds or other investments desirable for the Trust,
or Trust assets may be held in cash. All purchases of Company Stock shall be
made at prices which do not exceed the fair market value of such shares at the
time of purchase.

     6.2  Borrowing and Installment Purchase. The Trustee shall be permitted to
          ----------------------------------
borrow funds or to contract for the purchase of Company Stock which qualifies
under (S) 409(1) of the Code to be paid for in installments, but only subject to
the following provisions:

          (a) The loan or deferred payment must be at a reasonable rate of
interest;

          (b) Any collateral pledged to the creditor by the Trust shall consist
only of the assets purchased with the borrowed funds and assets used as
collateral on a prior exempt loan repaid with the proceeds of a current exempt
loan. A creditor may also acquire rights to contributions (other than
contributions of employer securities) made to meet the Plan obligations under
the loan and earnings attributable to the collateral and investment of such
contributions;

          (c) Under the terms of the loan or of the installment purchase
agreement, the creditor shall have no recourse against the Trust except with
respect to such collateral;

          (d) The loan shall be repaid only from amounts contributed by the
Employer to the Trust and from amounts earned on Trust investments;

          (e) The Employer agrees to contribute to the Trust amounts sufficient
to enable the Trust to pay each installment of principal and interest on the
loan or installment purchase agreement on or before the date such installment is
due, whether or not a tax benefit results from such contribution; and

          (f) At least annually, upon the repayment of any portion of the
balance due on the loan or installment purchase agreement, the assets originally
pledged as collateral for such portion shall be released from encumbrance.

     6.3  Diversification of Investments by Qualified Participants.
          --------------------------------------------------------
Notwithstanding Section 6.1, a Qualified Participant shall be eligible to
diversify his Account in accordance with (S) 401(a)(28) of the Code among three
or more investment options as authorized by the Committee.

                                       17
<PAGE>

                                  ARTICLE VII

               ALLOCATION, VALUATION AND MAINTENANCE OF ACCOUNTS

     7.1  Allocations. The contributions to the Trust made by each Employer in
          -----------
each Plan Year, whether of Company Stock (including fractional shares) or cash,
shall be allocated, as of each Anniversary Date only to the Accounts of
Participants employed by it who (a) render at least 1,000 Hours of Service in
that Plan Year and who have not terminated employment on the Anniversary Date of
such Plan Year; (b) Retire under the Plan during the Plan Year; or (c) die. Said
Accounts shall also be credited with forfeitures, cash and stock dividends on
Company Stock allocated or related to said Accounts, and with Company Stock
received from splits thereof.

     Company Stock that is acquired by the Trust through a financing transaction
in which the Trust incurs debt obligations, whether by loan or installment
purchase and whether or not the stock is pledged as security therefor, shall be
added to and maintained in a suspense account. Company Stock shall be withdrawn
from the suspense account in accordance with Section 7.2 as if the Company Stock
was pledged as security for the debt. Company Stock withdrawn from the suspense
account for each Plan Year will be allocated pursuant to Section 7.3.

     7.2  Withdrawals from Loan Suspense Account. For each Plan Year during the
          --------------------------------------
term of debt obligations incurred for the acquisition of Company Stock, the
number of shares withdrawn from the loan suspense account must equal the number
of shares in the loan suspense account held immediately before release for the
current Plan Year multiplied by a fraction, the numerator of which is the amount
of principal and interest paid for the year and the denominator of which is the
sum of the numerator plus the principal and interest to be paid for all future
Plan Years. The number of future years constituting the term of the debt
obligations will be determined without consideration of possible extensions or
renewal periods. The interest to be paid in future Plan Years is computed by
using the interest rate applicable as of the end of the Plan Year.

     7.3  Credits to Accounts. The allocation for each Participant entitled to
          -------------------
an allocation of Employer contributions for a Plan Year shall be made by
multiplying the amount to be allocated by a fraction the numerator of which is
the Compensation of the Participant paid by the contributing Employer for the
Plan Year and the denominator of which is the Compensation of all Participants
entitled to an allocation paid by the contributing Employer for the Plan Year. A
Participant may receive an allocation from more than one Employer, and the
aggregate of all allocations will be credited to the Participant's Account.
Notwithstanding any other provision of the Plan, the Trustee may credit the
contribution for a Plan Year as of the date such contribution is actually
received by the Trustee, subject to any required approval by the Internal
Revenue Service.

     7.4  Valuations. The Trust assets shall be valued at their current fair
          ----------
market value on each Valuation Date. On each such Valuation Date, the earnings
or losses of the Plan since the immediately preceding Valuation Date shall be
allocated to the Account of each Participant in

                                       18
<PAGE>

the ratio that the fair market value of each Participant's Account as of the
immediately preceding Valuation Date, reduced by any distributions from the
Account or after such date, bears to the total fair market value of the Accounts
of all Participants as of the immediately preceding Valuation Date, reduced by
any distributions from such Accounts on or after such date.

     7.5  Special Acquisition Loan Rules. Any Employer contributions which are
          ------------------------------
used by the Trust (not later than the due date, including extensions, for filing
the Company's Federal income tax return) to pay interest on an acquisition loan,
and any financed shares which are allocated as forfeitures, shall not be
included as Annual Additions under Section 4.3; provided, however, that the
provisions of this Section shall be applicable only for a Plan Year in which not
more than one-third of the Employer contributions applied to pay principal
and/or interest on an acquisition loan are allocated to Participants who are
officers of an Employer, shareholders owning more than 10% of Company Stock, as
determined under (S) 415(c)(6) of the Code, or Employees whose Compensation
exceeds an amount equal to twice the dollar amount referred to in Section 4.3;
and the Committee shall reallocate such Employer contributions to the extent
necessary to satisfy this special rule.

     7.6  Limitation on Electing Shareholder. To the extent that Company Stock
          ----------------------------------
is sold to the Trust and nonrecognition of gain is elected (with the consent of
the Company) under (S) 1042 of the Code, no portion of the Company Stock so
purchased (under this Plan) from such shareholder or the executor of a deceased
shareholder by the Trust (or any dividends or other income attributable thereto)
may be allocated during the Nonallocation Period to the Accounts of:

          (a) any selling shareholder who elected (S) 1042 treatment as to whom
the Nonallocation Period has not lapsed;

          (b)  his spouse, brothers or sisters (whether by the whole or half
blood), ancestors or lineal descendants; or

          (c) any shareholder owning (as determined under (S) 318(a) of the
Code) more than 25% in value of any class of Company stock.

     "Nonallocation Period" means the period beginning on the date of the sale
of the qualified securities and ending on the later of (i) the date which is 10
years after the date of sale, or (ii) the date of the plan allocation
attributable to the final payment of acquisition indebtedness incurred in
connection with such sale.

     7.7  Participant Statements. The Company shall provide to each Participant
          ----------------------
a statement of his Account as of the last day of the calendar quarter showing:

          (a) the balance in his Account as of the last day of the preceding
calendar quarter;

          (b) the amount of Employer contributions and forfeitures, if any,
allocated to

                                       19
<PAGE>

his Account for the current calendar quarter;

          (c) the adjustments to his Account to reflect his share of dividends
and the net income or loss of the Trust for the current calendar quarter; and

          (d) the new balance in his Account as of the last day of the current
calendar quarter.

     Neither the maintenance of Accounts nor the statement of Account shall
operate to vest in any Participant any right or interest in or to any assets of
the Trust except as the Plan specifically provides.


                                 ARTICLE VIII

                   FORM, AMOUNT AND DISTRIBUTION OF BENEFITS

     8.1  Distribution at Required Beginning Date. A Participant who remains an
          ---------------------------------------
Employee after he reaches Normal Retirement Age shall continue to participate in
this Plan until the date of his actual retirement, provided that, he shall begin
to receive a distribution of his Account in accordance with the minimum
distribution requirements of section 401(a)(9) of the Code no later than April 1
following the calendar year in which he attains age 70-1/2.

     8.2  Determination of Benefits Upon Death.
          ------------------------------------

          (a)  General Rule. The Committee shall direct the Trustee to
               ------------
distribute the Account of a deceased Participant to the Participant's
Beneficiary in accordance with the provisions of Section 8.4, which distribution
shall be made as soon as practicable following the death of the Participant.

          (b)  Proof of Death. The Committee may require such proper proof of
               --------------
death and such evidence of the right of any person to receive payment of the
value of the Account of a deceased Participant or former Participant as the
Committee may deem desirable. The Committee's determination of death and of the
right of any person to receive payment shall be conclusive.

          (c)  Designation of Beneficiary. The Participant's Beneficiary shall
               --------------------------
be the Participant's spouse; however, the Participant may designate a
Beneficiary other than his spouse if:

               (i)   the spouse has waived her right to be the Beneficiary, or

               (ii)  the Participant has no spouse, or

               (iii) the spouse cannot be located.

                                       20
<PAGE>

     In such event, the designation of a Beneficiary shall be made on a form
satisfactory to the Committee. Any consent by the Participant's spouse to waive
any rights to the death benefit must be in writing, must acknowledge the effect
of such waiver, and must be witnessed by a plan representative or a notary
public, provided that any such waiver dated on or after January 1, 1993 must be
witnessed by a notary public. A Participant may at any time revoke his
designation of a Beneficiary or change his Beneficiary by filing written notice
of such revocation or change with the Committee. However, the Participant's
spouse must again consent in writing to any such change or revocation. In the
event no valid designation of Beneficiary exists at the time of the
Participant's death, the death benefit shall be payable to the following in the
following priority:

               (i)   spouse;

               (ii)  children and, if any child has predeceased the Participant,
                     that child's children;

               (iii) siblings and children of any predeceased siblings;

               (iv)  parents, or the survivor;

               (v)   grandparents, or the survivor;

               (vi)  estate.

     8.3  Distribution of Benefits on Retirement or Other Separation from
          --------------- -----------------------------------------------
          Service.
          -------

          (a) General Rule. If a Participant Retires under the Plan, dies, or
              ------------
Separates from Service for any other reason, the entire vested balance of his
Account shall be distributed as provided in this Section 8.4 or Section 8.6. The
Vested portion of a Participant's Account shall be computed as soon as
practicable after receipt of authorized distribution instructions, as of the
applicable Valuation Date under the Trustee's procedures, as they may be amended
from time to time.  Notwithstanding the above, a terminated Participant's Vested
benefit may not be paid without the written consent of the Participant and his
spouse, if any, if the resent value of his accrued benefit exceeds, or at any
time exceeded, $3,500. If a participant requests an expedited contribution and
distribution, and is determined by the Committee to be in a Qualifying Position,
as defined in Section 4.2 of this Plan, the Vested portion of his Account shall
be distributed as soon as practicable after the Participant has terminated
employment with an Employer.

          (b) Crediting of Earnings and Losses. If any part of the Vested
              --------------------------------
  portion of a Participant's Account is retained in the Trust after his Service
  or participation ends, his Account will continue to be treated as provided in
  Article VII.  However, such Account will not be credited with any additional
  Employer contributions or forfeitures.

          (c) Installment Distributions. The Participant may elect that the
              -------------------------
Vested portion of his Account be distributed to him in substantially equal
periodic payments (not less

                                       21
<PAGE>

frequently than annually) over a period not longer than five years, plus one
additional year, up to a total of five additional years, for each $100,000 or
fraction thereof by which the Vested portion of the Participant's Account
exceeds $500,000, or such greater amount as may be established pursuant to (S)
409(o)(2) of the Code.

          (d)  Latest Distribution Date. Unless the Participant otherwise
               ------------------------
elects, the payment of benefits under the Plan to the Participant will begin no
later than the 60th day after the latest of the close of the Plan Year in which
occurs --

               (i)   the Participant's Normal Retirement Date;

               (ii)  the 10th anniversary of the year in which the Participant
                     commenced participation in the Plan; or

               (iii) the date the Participant terminates his Service with the
                     Employer.

     8.4  Diversification by Distribution. An individual may elect, within 90
          -------------------------------
days after the close of the first Plan Year in which he becomes a Qualified
Participant and within 90 days of the close of each of the five succeeding Plan
Years, to diversify his Account in accordance with Section 6.3 or alternatively
to have up to 25% of the total number of shares of Company Stock that have been
allocated to the Qualified Participant's Account on or before the most recent
Anniversary Date, inclusive of shares which were subject to prior election
pursuant to Section 6.3 and this Section, reduced by any shares which were the
subject of a prior election pursuant to Section 6.3 and this Section,
distributed to him in the form of a single payment, except that in the last year
"50%" shall be substituted for "25%" herein. Such a Qualified Participant may
also elect, within 90 days after the close of the Plan Year within which the
last such election is offered, to have 50% of the total number of shares
acquired or contributed to the Plan that have been allocated to the Qualified
Participant's Account on or before the most recent Anniversary Date, inclusive
of shares which were subject to a prior election pursuant to Section 6.3 and
this Section, reduced by any shares which were the subject of a prior election
pursuant to Section 6.3 and this Section, distributed to him in the form of a
single payment. Distributions under this Section will be made within 90 days
after such election is made. However, to the extent the Participant is
considered an insider for purposes of section 16(a) of the Securities Exchange
Act of 1934, then the first shares distributed under this Section shall be the
first shares allocated to such Participant's Account which remain in the Account
after the application of Section 6.3 and the application of this Section 8.5 in
previous Plan Years.

     8.5  Distribution in Cash or Stock.
          -----------------------------

          (a) Right to Request Stock. Distribution of the Vested portion of a
              ----------------------
Participant's Account will be made in whole shares of Company Stock (with the
value of any fractional share paid in cash), cash, or a combination of both, at
the election of the Participant.

          (b) Restrictions on Stock Distributions. If the Company's charter or
              -----------------------------------
bylaws restrict ownership of substantially all shares of Company Stock to
Employees and the Trust, as

                                       22
<PAGE>

described in (S) 409(h)(2) of the Code, the distribution of the Vested portion
of a Participant's Account may be made entirely in cash without granting the
Participant the right to demand distribution in shares of Company Stock.

          (c)  Eligible Rollover Distribution. A Participant or "distributee"
               ------------------------------
may elect at any time to have any portion of an "eligible rollover distribution"
paid in a direct rollover to the trustee or custodian of an "eligible
retirement plan" specified by the Participant or distributee, whichever is
applicable. For purposes of this Section 8.4 the following terms shall have the
following meanings:

               (i)   "Distributee" means a surviving spouse or a spouse or
former spouse who is an alternate payee under a "qualified domestic relations
order."

               (ii)  "Eligible retirement plan" means an individual retirement
account described in (S) 408(a) of the Code, an individual retirement annuity
described in (S) 408(b) of the Code, an annuity plan described in (S) 403(a) of
the Code, or a qualified trust described in (S) 401(a) of the Code that accepts
an eligible rollover distribution;

               (iii) "Eligible rollover distribution" means any distribution of
all or a portion of the Participant's Account, but does not include a
distribution in installments over a period of ten years or more, or to the
extent it is required under (S) 401(a)(9) of the Code.

     8.6  Put Option. To the extent required by law, the Employer will offer to
          ----------
repurchase any Company Stock distributed to a Participant (or Beneficiary) if at
the time of distribution such Company Stock is not publicly traded or is subject
to a restriction under any Federal or state securities law, or regulation
thereunder, or an agreement which would make such Company Stock not subject to
such restriction. The duration of the offer to repurchase will be 60 days
beginning on the date the Company Stock is distributed. The 60 day period of the
offer to repurchase shall not include any time during which the Participant (or
Beneficiary) is unable to accept the offer to repurchase because the Employer is
prohibited from repurchasing Company Stock by applicable Federal or state law.

     After the end of the Employer's fiscal year in which the initial offer to
repurchase lapses, the Employer shall notify each distributee who did not accept
the offer to repurchase of the value of the Company Stock (determined as of the
end of the Employer's fiscal year in accordance with Section 7.4). Each such
distributee will then have sixty (60) days to require the Employer to repurchase
his shares of Company Stock.

     If Company Stock that was acquired with the proceeds of an exempt loan,
within the meaning of (S) 4975(d)(3) of the Code, is distributed to a
Participant (or Beneficiary) and at the time of such distribution such Company
Stock is not publicly traded or is subject to a trading limitation when
distributed, then such Participant or his donee, estate, or testamentary
distributee shall have an option to require the Employer to repurchase such
stock. This option shall be exercisable during a 15-month period beginning on
the date Company Stock subject to this option is distributed. If any Company
Stock is distributed which is subject to both the 60-day

                                       23
<PAGE>

option periods and the 15-month option period provided in this Section, such
option periods may run concurrently and under no circumstances shall such
periods be consecutive.

     The offer to repurchase may be accepted by written notification to the
Employer. The price at which the repurchase will be made is the fair market
value of the Company Stock established pursuant to Section 7.4. Payment of the
purchase price under the offer to repurchase may be made in no more than 5 equal
annual installments after the offer to repurchase is exercised, if adequate
security and a reasonable interest rate is provided for any deferred payments.
If Company Stock is publicly traded without restrictions at the time it is
distributed from the Trust but ceases to be traded within the repurchase periods
previously described, the Employer will offer to repurchase such shares for the
remainder of the 15 month repurchase period with respect to such Company Stock
on the foregoing terms. The Employer will notify each Participant (and
Beneficiary) who has received a distribution of Company Stock during such
repurchase period in writing on or before the tenth day after the Company Stock
ceases to be publicly traded without restrictions that the Company Stock will be
subject to an offer to repurchase. If notice is actually given more than 10 days
after Company Stock ceases to be publicly traded, the number of days between the
such tenth day and the date notice was actually given will be added to the
duration of the offer to repurchase. The protections and rights contained in
this Section 8.6 are nonterminable.

     8.7  Restrictions of Transfer.
          ------------------------

          (a)  Right of Refusal. Shares of Company Stock distributed by the
               ----------------
Trustee shall be subject to a "right of first refusal." Any agreement to the
contrary notwithstanding, such right shall be exercisable with respect to any
Company Stock acquired with the proceeds of an exempt loan, within the meaning
of (S) 4975(d)(3) of the Code, only when such Company Stock is not publicly
traded. The right of first refusal shall provide that, prior to any subsequent
transfer, such Company Stock must first be offered in writing to the Company,
and then to the Trust, for purchase at the then fair market value. Any agreement
to the contrary notwithstanding, the selling price and other terms shall not be
less favorable to the seller than the greater of the value of the security
determined under Section 7.4 of the Plan or the purchase price and other terms
offered by a buyer (other than the Employer or the Plan) making a good faith
offer to purchase the stock.

          Any agreement to the contrary notwithstanding, the right of first
refusal shall lapse 14 days after the stockholder first gives written notice to
the Company that an offer to purchase the stock has been received from a third
party. A Participant (or Beneficiary) entitled to a distribution of Company
Stock may be required to execute an appropriate stock transfer agreement
evidencing the right of first refusal prior to receiving a certificate for
Company Stock.

          (b)  Other Restrictions on Transfer. Shares of Company Stock held or
               ------------------------------
distributed by the Trustee may include such legend restrictions on
transferability as the Company may reasonably require in order to assure
compliance with applicable Federal and state securities laws. Except as
otherwise provided in Section 8.6(b), 8.7 and 8.8, no shares of Company Stock
held or distributed by the Trustee may be subject to a put, call or other
option, or buy-sell or

                                       24
<PAGE>

similar arrangement. The provisions of this Section shall continue to be
applicable to shares of Company Stock even if the Plan ceases to be an employee
stock ownership plan under (S) 4975(e)(7) of the Code.

     8.8  Dividend Distributions. If so determined by the Board, any cash
          ----------------------
dividends on Company Stock allocated to the Accounts of Participants may be paid
currently (or within 90 days after the end of the Plan Year in which the
dividends are paid to the Trust) in cash to such Participants on a
nondiscriminatory basis, or the Company may pay such dividends directly to
Participants. Such distribution (if any) of cash dividends to Participants may
be limited to Participants who are still Employees, may be limited to dividends
on shares of Company Stock which are then Vested or may be applicable to
dividends on all shares allocated to Participants' Accounts.

     8.9  Distribution on the Sale of Subsidiary or Assets. The Vested balance
          ------------------------------------------------
to the credit of a Participant shall be distributed on or before the end of the
Plan Year next following the effective date of (a) the disposition of the stock
of a subsidiary corporation that was 80% owned directly or indirectly by the
Company, whether by liquidation, sale, or other means of terminating the parent-
subsidiary relationship or (b) the transfer to an acquiring corporation of
substantially all the assets used by the previous employer of the Participant in
a trade or business conducted by the employer. In no event shall a distribution
be made under this Section later than the end of the second calendar year after
the calendar year in which occurs the liquidation, sale, or other disposition of
stock or assets.

     8.10 Forfeiture of Benefit of Missing Claimant. If the Account of a
          ------------------------ ----------------
Participant becomes payable and the Company is unable to locate such Participant
or the Participant's Beneficiary, then the Participant's Account shall be
treated as a forfeiture as of the last day of the Plan Year in which the Company
determines that the Participant or Beneficiary can not be located; provided,
however, that such Account shall be reinstated if the Participant or Beneficiary
makes a claim before the expiration of five years of the date of the forfeiture.
Forfeitures shall be allocated to remaining Participants in the manner set forth
in Section 7.3.


                                  ARTICLE IX

                     ADMINISTRATION AND CLAIMS PROCEDURES

     9.1  Named Fiduciaries. The named fiduciaries (as defined in (S) 402 of
          -----------------
ERISA) of the Plan shall be:

          (a)  the Board, which shall have the right to appoint and remove the
Trustee; amend the Trust Agreement; appoint and remove the members of the
Committee; fix the compensation of any member of the Committee who is not an
employee or director of the Company; and amend or terminate the Plan;

          (b)  the Trustee, which shall have the authority and duties specified
in the

                                       25
<PAGE>

Trust Agreement; and

          (c)  the Committee, which shall be the administrator (as defined in
(S) 414(g) of the Code), shall have the duties and powers specified in Section
9.5, and shall be the only named fiduciary with respect to the exercise of
shareholder rights under Section 9.7.

     9.2  Responsibilities Set Forth In Trust Agreement. The responsibilities of
          ---------------------------------------------
the Board, the Trustee and the Committee for the operation and administration of
the Plan are allocated among them by the several provisions of the Plan and
Trust Agreement in which their respective duties are specified. Each Fiduciary
shall have only the duties and powers specifically given to it under the Plan
and Trust Agreement, shall be responsible for the proper exercise of its own
duties and powers and, except as provided by law, shall not be responsible for
any act or failure to act of any other Fiduciary.

     9.3  Advisors. Any Fiduciary with respect to the Plan may:
          --------

          (a)  employ one or more persons to render advice with regard to or
carry out any responsibility that such Fiduciary has under the Plan; and
          (b)  rely upon any direction from, information provided by or action
of any other Fiduciary, acting within the scope of its responsibilities under
the Plan, as being proper under the Plan.

     9.4  Trustee. A Trustee shall be designated by the Board, and a Trust
          -------
Agreement shall be executed between the Company and such Trustee under the terms
of which a fund shall be established to receive, hold and invest all
contributions made by the Company and/or Employers and to pay the benefits
provided by the Plan. The Trustee shall have the authority, responsibility and
discretion to manage, control and invest the assets of the Plan, including the
voting of any Company stock held in the Trust, subject to the requirements of
Section 9.7. The Trust Agreement may be amended from time to time by action of
the Board and the Trustee. Subject only to the provisions of the Trust
Agreement, the Board may remove the Trustee at any time. Upon the removal or
resignation of a Trustee, the Board shall designate a successor Trustee.

     9.5  Administration by Committee.
          ---------------------------

          (a)  Committee. The Plan shall be administered by a Committee
               ---------
consisting of three or more members, each member to be appointed by resolution
of the Board to serve until his resignation or removal by the Board. The Board
shall appoint one of the members of the Committee as Chairman. The Committee
shall appoint a Secretary who may be, but need not be, a member of the
Committee.

          (b)  Authority of Committee. The Committee shall have the authority to
               ----------------------
make any and all necessary rules and regulations, consistent with the Plan, as
it considers necessary or desirable for the conduct of its affairs. Such rules
and regulations shall be binding upon all participating Employers and all
Participants. The Committee may retain advisors and consultants

                                       26
<PAGE>

(including, without limitation, legal counsel and financial advisors) who are
independent of the Company, the Board and the Trustee to the extent the
Committee determines such independent advice to be necessary or appropriate.

          (c)  Quorum and Voting Requirements. Any determination of the
               ------------------------------
Committee may be made by a majority of those present at any duly convened
meeting of the Committee at which at least a majority of the members are
present, or without a meeting by a writing signed by a majority of the members
of the Committee. The Committee may authorize one or more of its members, its
Secretary or any other person to execute and deliver any instruction, notice,
document or other instrument to the Board, to the Trustee, to the Company, to
any governmental agency, or to any Employee, Participant, or Beneficiary, and
all of the aforesaid shall be entitled to rely thereon, and such member may take
any action necessary to implement the administrative policies of the Committee.

          (d)  Division of Trust Into Investment Accounts. The Committee may, in
               ------------------------------------------
its discretion, determine that, for purposes of investment, all or part of the
Trust may be designated as one or more "Investment Accounts." In such event, the
Committee shall, with respect to each such Investment Account:

               (i)   designate an Investment Manager to manage, control and
invest the assets of such Investment Account;

               (ii)  direct that the Trustee retain as Trustee the authority to
manage, control and invest such Investment Account. The Trustee and any
Investment Manager shall have the responsibilities with respect to the assets of
the Investment Accounts as provided in the Trust Agreement; or

               (iii) designate that such Investment Account shall be subject to
Participant direction by a Qualified Participant.

     The Committee may also direct the Trustee, in the exercise of its sole
discretion, to choose an Investment Manager for any Investment Account.

          (e)  Allocation of Assets. The Committee shall direct the manner of
               --------------------
allocation of assets among Investment Accounts, subject where applicable to the
proper direction of a Qualified Participant with respect to his Account, and may
direct the transfer of assets between Investment Accounts on reasonable prior
notice to the Trustee and any affected Investment Manager or insurance company.
At all times the assets of each Investment Account shall be subject to the
management of a duly qualified Investment Manager, the Trustee, or a Qualified
Participant.

          (f)  Authority and Responsibility of Committee. The Committee shall
               -----------------------------------------
have the responsibility and authority to administer the Plan (except for the
management, control and investment of the Trust allocated to an Investment
Manager or the Trustee) in accordance with the terms of the Plan and Trust
Agreement including, but not by way of limitation, the

                                       27
<PAGE>

responsibility and authority to:

               (i)    interpret and construe the terms of the Plan;

               (ii)   establish rules for the administration of the Plan;

               (iii)  determine all questions of eligibility under the Plan and
of the status, benefits and other rights under the Plan of Participants, former
or retired Participants, Beneficiaries and others;

               (iv)   maintain all records and data as necessary for the
administration of the Plan and for the determination of the benefits provided
under the Plan;

               (v)    compute and certify to the Trustee the amounts payable
under the Plan to any Participant, former or retired Participant or Beneficiary;

               (vi)   receive and review the periodic valuations of the Plan;

               (vii)  receive and review the reports of disbursements from the
Trust made by the Trustee;

               (viii) receive and review the periodic audits of the Plan made
by a certified public accountant;

               (ix)   prepare and file, or cause to be prepared and filed, all
reports required to be filed by the Plan with any governmental agency;

               (x)    comply with all requirements imposed by law concerning
disclosure to Participants and others with respect to the Plan; and

               (xi)   maintain a record of all its proceedings.

          (g)  Binding Effect of Committee Determinations. In all cases the
               ------------------------------------------
determination of the Committee shall be final, conclusive and binding on all
persons. In making its determinations the Committee shall pursue uniform
policies and shall not discriminate in favor of or against any Employee or group
of Employees. It is recognized that unusual circumstances may occur and
questions may arise which are not specifically covered by any provision of this
Plan. The Committee shall have the sole and exclusive right and duty to resolve
such questions, bearing always in mind that the purpose of the Plan is to
benefit the Participants.

          (h)  Reliance on Records. The Committee shall have the right to rely
               -------------------
on the records of the Company as to earnings, service, employment, termination
of employment, reemployment, authorized absences, age and marital status of any
Employee, and the like.

                                       28
<PAGE>

          (i)  Legal Counsel. The Committee may consult with legal counsel (who
               -------------
may also be counsel for the Company), public accountants, the Trustee and any
other experts, and the Committee shall be fully protected in any action or
decision of this Plan taken or made in good faith by it in accordance with the
advice of such an expert. The Committee, however, shall have no duty or
obligation to obtain or follow any such opinion.

          (j)  Delegation. The Committee may delegate to any agent such duties
               ----------
and powers as it deems appropriate, except that any matter of dispute or
interpretation of the Plan shall be determined by the Committee.

          (k)  Procedure Upon Denial of Claims.
               -------------------------------

               (i)  If a written claim to the Committee for a benefit under the
Plan is wholly or partially denied, the Committee shall, within 60 days after
receipt of the claim, furnish to the claimant a written notice setting forth the
specific reason or reasons for the denial; reference to the pertinent Plan
provisions; a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and an explanation of the claim review procedure
provided in paragraph (ii).

               (ii) By a written application filed with the Committee within 60
days after receipt by a claimant of the written notice described in paragraph
(i), the claimant or his duly authorized representative may request a review of
the denial of his claim. A claim which has been neither granted nor denied by
the Committee within 60 days after its receipt shall be deemed to have been
denied for this purpose. In connection with such review, the claimant or his
duly authorized representative may review all pertinent documents and may submit
issues and comments to the Committee in writing. The Committee shall render a
decision in writing within 60 days after the receipt by the Committee of the
request for review, which period may be extended to 120 days if special
circumstances, such as the need to hold a hearing, so require. The decision
shall include specific reasons for the decision and references to the pertinent
Plan provisions.

          (l)  Compensation. Members of the Committee (and the Secretary) who
               ------------
are also employees or directors of the Company shall serve without compensation
for their services. Members of the Committee who are not employees or directors
of the Company may be compensated for their services. Any such compensation paid
to Committee members shall be fixed by the Board. The compensation of all
agents, counsel or other persons retained or employed by the Committee may be
fixed by the Committee. All compensation authorized by this Section and any
other expenses properly incurred by the Committee shall be reimbursed or paid by
the Company if the Company so elects; any other compensation or expenses shall
be paid out of the Trust.

          (m)  Indemnification. To the extent required under (S) 412 of ERISA,
               ---------------
the Company shall secure fidelity bonding for the fiduciaries of the Plan.

                                       29
<PAGE>

     The Company shall obtain a policy or policies of insurance for the
Committee (and other fiduciaries of the Plan) to cover liability or loss
occurring by reason of the act or omission of a fiduciary. If such insurance is
purchased with Trust assets, the policy must permit recourse by the insurer
against the fiduciary in the case of a breach of a fiduciary obligation by such
fiduciary. To the extent permitted by applicable law, applicable Certificates of
Incorporation, and the applicable By-laws, the Company shall indemnify each
member of the Committee, the Secretary of the Committee, and any agent of the
Committee who is an employee or director of the Company (to the extent permitted
by law) against any personal liability or expense resulting from his service on
or for the Committee, except such liability or expense as may result from his
own willful misconduct.

     9.6  Expenses of the Plan and Trust. If the Company so elects, the Company
          ------------------------------
shall pay some or all costs of administering the Plan and Trust, including
Trustee's fees, other than normal brokerage charges which are included in the
cost of securities purchased or charged to proceeds in the case of sales. If the
Company fails to pay any such expenses, said expenses shall be charged to, and
paid from, the Trust. The expenses paid from the Trust shall be allocated
ratably to the Accounts of Participants.

     9.7  Shareholder Rights.
          ------------------

          (a)  Voting Rights. A Participant (or Beneficiary) shall have the
               -------------
right to direct the Trustee to take or refrain from taking any shareholder
action, including but not limited to, voting and the acceptance or rejection of
a tender offer, with respect to the shares of Company Stock allocated to the
Participant's Account. In the absence of receipt of written direction from the
Participant within three business days prior to the exercise of such shareholder
rights, the Committee, in its sole discretion, shall direct the Trustee how to
exercise such shareholder rights and the Trustee shall exercise such shareholder
rights in accordance with the directions of the Committee. The Committee shall
notify the Participants in writing of each occasion for the exercise of voting
rights as soon as practicable, and generally not less than 30 days, before such
rights are to be exercised. Such notification shall include all the information
that the Company distributes to shareholders regarding the exercise of such
rights.

          (b)  Fractional Shares. If practicable, the Trustee shall vote the
               -----------------
combined fractional shares (or fractional rights to shares) allocated to all
Participants' Accounts to reflect, to the extent possible, the direction of the
Participants holding fractional shares (or fractional rights to shares).


                                   ARTICLE X

                  ADOPTION, AMENDMENT, MERGER AND TERMINATION

     10.1  Adoption. Notwithstanding anything herein to the contrary, with the
           --------
consent of the Company and the Committee, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan by evidencing
said intent and will of such Employer. The Board may designate which affiliates
or subsidiaries will participate in the Plan, and may revoke

                                       30
<PAGE>

such designation.

     10.2  Amendment of Plan. The Board reserves the right to amend the Plan.
           -----------------
Written notice of any amendment shall be given by the Company to the Committee
and the Trustee and, if required, to the Participants. No amendment, however,
shall reduce retroactively the rights of any Participant or of any Beneficiary
or permit any part of the Trust assets to be diverted or used for any purpose
other than for the exclusive benefit of the Participants and their Beneficiaries
or expand or increase the duties of the Trustee without his consent. For the
purposes of this Section, a Plan amendment which has the effect of eliminating
or reducing an early retirement benefit or eliminating an optional form of
benefit shall be treated as reducing the amount credited to the Account of a
Participant (as provided in Treasury Regulations).

     10.3  Merger or Consolidation. This Plan and Trust may be merged or
           -----------------------
consolidated with, or its assets and/or liabilities may be transferred to any
other Plan and Trust only if the benefits which would be received by a
Participant of this Plan, in the event of a termination of the Plan immediately
after such transfer, merger or consolidation, are at least equal to the benefits
the Participant would have received if the Plan had terminated immediately
before the transfer, merger or consolidation. The Company reserves the right to
accept or deny any transfer, merger or consolidation and shall direct the
Committee and the Trustee with respect to such decision. Upon appropriate
authorization by the Company or Committee, the Trustee may accept a direct
transfer of assets from a qualified plan or may make a direct transfer of assets
to a qualified plan.

     10.4  Termination. The Company shall have the right at any time to
           -----------
terminate the Plan by delivering to the Trustee and Committee written notice of
such termination. Upon any termination (full or partial) or complete
discontinuance of contributions, all amounts credited to the affected
Participants' Accounts shall be 100% Vested. Upon such termination of the Plan,
the Company, by written notice to the Trustee and Committee, may direct either:

           (a) complete distribution of the assets in the Trust to the
Participants, in Company Stock or cash, or a combination thereof, in a manner
consistent with the requirements of Section 8.3; or

           (b) continuation of the Trust and the distribution of benefits at
such time and in such manner as though the Plan had not been terminated.


                                  ARTICLE XI

                              GENERAL PROVISIONS

     11.1  Participant's Rights. This Plan shall not be deemed to constitute a
           --------------------
contract between the Company or the Employer and any Participant or to be a
consideration or an inducement for the employment of any Participant or
Employee. Nothing contained in this Plan shall be deemed to give any Participant
or Employee the right to be retained in the service of the

                                       31
<PAGE>

Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him as a Participant of this Plan.

     11.2  Exclusive Benefit of Employees. The Trust created in connection with
           ------------------------------
this Plan is created for the exclusive benefit of Employees and their
Beneficiaries and for defraying the reasonable costs of the Plan and Trust. It
shall be interpreted and administered in a manner consistent with the
requirements of the Code and ERISA.

     Wherever discretionary powers are given to any party or wherever any
interpretation may be necessary, such power shall be exercised and such
interpretation shall be made in a nondiscriminatory manner and in conformity
with the fiduciary duties established under (S) 404 of ERISA.

     Except as expressly provided below, it shall not be permissible at any time
for any part of the corpus or income of the Trust to be used for, or diverted
to, purposes other than for the exclusive benefit of such Participants or their
Beneficiaries. In the event the Employer shall make an excess contribution under
a mistake of fact pursuant to (S) 403(c)(2)(A) of ERISA, the Employer may demand
repayment of such excess contribution at any time within one year following the
time of payment, and the Trustees shall return such amount to the Employer
within the one-year period. Earnings of the Plan attributable to the excess
contributions may not be returned to the Employer but any losses attributable
thereto must reduce the amount so returned.

     11.3  Alienation and Qualified Domestic Relations Order.
           -------------------------------------------------

           (a) Alienation of Benefits. Except as provided in Section 8.10, no
               ----------------------

benefit which shall be payable out of the Trust to any person (including a
Participant or his Beneficiary) shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be void; and no such benefit shall in any manner be liable
for, or subject to, the debts, contracts, liabilities, engagements, or torts of
any such person, nor shall it be subject to attachment or legal process for or
against such person, and the same shall not be recognized by the Trustee, except
to such extent as may be required by law.

           (b) Qualified Domestic Relations Order. This Section 11.3 shall not
               ----------------------------------
apply to a "qualified domestic relations order", as defined in (S) 414(p) of the
Code. The Committee shall establish a written procedure to determine the
qualified status of domestic relations orders and to administer distributions
under such qualified orders. Further, to the extent provided under a qualified
domestic relations order, a former spouse of a Participant shall be treated as
the spouse or surviving spouse for all purposes under the Plan. Notwithstanding
the foregoing, nothing contained in this Plan shall prevent the Committee from
complying with the provisions of a qualified domestic relations order. This Plan
specifically permits distribution to an "alternate payee", as defined in (S)
414(p) under a qualified domestic relations order, prior to the earliest
distribution date with respect to a Participant and regardless of whether the
Participant has attained his "earliest retirement age", as defined in (S)
414(p)(4) of the Code if: (i) the qualified

                                       32
<PAGE>

domestic relations order were to specify distribution at that time or permit an
agreement between the Plan and the alternate payee to authorize an earlier
distribution; and (ii) if the present value of the Alternate Payee's benefits
under the Plan were to exceed $3,500.00, the qualified domestic relations order
requires the alternate payee's consent to any distribution occurring prior to
the earliest distribution date with respect to a Participant and prior to the
Participant's attaining earliest retirement age. Nothing in this paragraph shall
give a Participant a right to receive a distribution at a time otherwise not
permitted under the Plan, nor shall it permit the alternate payee to receive a
form of payment not permitted under the Plan. Payment will occur as soon as
administratively feasible after receipt of the qualified domestic relations
order by the Committee.

     11.4  Governing Law. This Plan shall be construed and enforced according to
           -------------
ERISA and the laws of the Commonwealth of Virginia, other than its laws
respecting choice of law, to the extent not preempted by ERISA.

     11.5  Headings. The headings and subheadings of this Plan have been
           --------
inserted for convenience of reference and are to be ignored in any construction
of the provisions or the Plan.

     11.6  Procedure with Multiple Employers.
           ---------------------------------

           (a) Same Trustee. Each such Employer shall be required to use the
               ------------
same Trustee as provided in this Plan.

           (b) Commingling of Assets. The Trustee may, but shall not be required
               ---------------------
to, commingle, hold and invest as one trust fund all contributions made by
Employers, as well as all increments thereof.

           (c) Participant Transfer. The transfer of any Participant between
               --------------------
Employers shall not affect such Participant's rights under the Plan, and all
amounts credited to such Participant's Account as well as his Period of Service,
shall continue to be recognized under the Plan.

           (d) Trust Expenses. Expenses of the Trust shall be borne by the
               --------------
Trust, unless such expenses are paid by the Employer, and shall be allocated
ratably to each Employer.

     11.7  Separation of Employer Contributions. All contributions made by an
           ------------------------------------
Employer, as provided for in this Plan, shall be determined separately on the
basis of its total Compensation paid. The Company shall keep separate books and
records concerning the affairs of each participating Employer hereunder and as
to the accounts and credits of the Employees of each participating Employer. The
Trustee may, but need not, register contracts so as to evidence that a
particular participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one participating Employer to another,
the employing Employer shall immediately notify the Committee thereof.

     11.8  Revocation of Employer Participation. Any Employer shall be permitted
           ------------------------------------
to discontinue or revoke its participation in the Plan. At the time of any such
discontinuance or

                                       33
<PAGE>

revocation, the Committee in its discretion and upon receipt of satisfactory
evidence thereof and of any applicable conditions, shall thereafter transfer,
deliver and assign contracts and other Trust assets allocable to the
Participants of such Employer to such new trustee as shall have been designated
by such Employer pursuant to a trustee to trustee transfer, in the event that it
has established a separate retirement plan for its Employees. If no successor is
designated, the Trustee shall retain or, as applicable, distribute such assets
for the Employees of said Employer pursuant to the provisions of this Plan.

     11.9  Limitation of Liability. All benefits payable under this Plan shall
           -----------------------
be paid only from the Trust assets and neither the Company, any Employer, the
Committee nor the Trustee shall have any duty or liability to furnish the Trust
with any funds, securities or other assets except as expressly provided in this
Plan.

     11.10 Action by the Employer. Whenever the Employer under the terms of the
           ----------------------
Plan is permitted or required to do or perform any act or matter or thing, it
shall be done and performed by a person duly authorized by its legally
constituted authority.

     11.11 Uniformity and Construction. All provisions of this Plan shall be
           ---------------------------
interpreted and applied in a uniform, nondiscriminatory manner. Where
appropriate, the singular shall include the plural, the plural the singular, and
the masculine, feminine and neuter shall refer equally to each other.

     11.12 Mistakes. If an error or omission is discovered in any Account, the
           --------
Company shall make an appropriate equitable adjustment in order to remedy such
error or omission as of the Plan Year in which the error or omission is
discovered.

     11.13 Approval by Internal Revenue Service. Notwithstanding anything
           ------------------------------------
herein to the contrary, contributions to this Plan are conditioned, to the
extent allowable under the Code and ERISA, upon the continued qualification of
the Plan under (S) 401 of the Code. A contribution shall be returned to the
Employer that made such contribution to the extent that a deduction for such
contribution is disallowed under Code (S) 404, within one year after such
disallowance.

     Adopted this _____ day of December, 1996.

                               ICF Kaiser International, Inc.


                                By:    /s/ Michael K. Goldman
                                     ------------------------

                               Name:  Michael K. Goldman

                               Title: Executive Vice President and
                                      Chief Administrative Officer

                                       34
<PAGE>

                                   EXHIBIT A
                                   ---------

                               EXCLUDED ENTITIES
                               -----------------

Kaiser Engineers Hanford Company
KE Services Company
KE Livermore, Inc.
Kaiser Engineers Southern Company
Kaiser Engineers Australia Pty. Ltd.
The ESAT and QATS Special Projects Divisions
  of ICF Kaiser Engineers, Inc.
Henry J. Kaiser Company (Canada) Ltd.

                                       35