EX-10.34






Exhibit 10.34




AMENDMENT NO. 8

TO THE

AMENDED AND RESTATED

BEARINGPOINT, INC. 401(k) PLAN




     WHEREAS, BearingPoint, Inc. (the “Company”) maintains the Amended and Restated
BearingPoint, Inc. 401(k) Plan (the “Plan”);



     WHEREAS, pursuant to Section 12.1 of the Plan, the Company appointed a Committee as the
administrator of the Plan (“Committee”);



     WHEREAS, pursuant to its authority under Section 16.1 of the Plan, the Committee acted on
September 11, 2007, to amend the Plan, effective as of February 1, 2008, to permit Roth
Contributions;



     WHEREAS, pursuant to its authority under Section 16.1 of the Plan, the Committee acted on
December 5, 2008, to amend the Plan, effective as of January 1, 2008, to comply with the final
Treasury Regulations under Section 415 of the Code; and



     WHEREAS, pursuant to its authority under Section 16.1 of the Plan, the Committee acted on
December 5, 2008, to amend the Plan, effective as of January 1, 2009, to place a Plan Year limit
on the amount of After-Tax Contributions a Participant can make under the Plan.



     NOW, THEREFORE, to implement the Committee’s action, the Plan is hereby amended, effective
as set forth herein, in the following respects:



     1. Article 2 of the Plan is amended, effective February 1, 2008, by the addition of the
following to the end of Section (1):




     “Effective February 1, 2008, “Account” shall also include a Participant’s
Roth Account.”



     2. Article 2 of the Plan is amended, effective February 1, 2008, by the addition of
Sections 34 and 35 to read as follows:




     “(34) Roth Account. The separate subaccount established and maintained on
behalf of a Participant or Beneficiary to reflect his interest in the
Trust fund
attributable to Roth Contributions.




     (35) Roth Contributions. The amount paid by each Participating Company to
the Trust Fund at the election of Participants pursuant to the terms of Section
4.1(e). The Company adopts a Qualified Roth Contribution Program under Code
Section 402A and the applicable regulations and guidance issued by the Internal
Revenue Service, and Roth Contributions are permitted, effective February 1,
2008.”













 





     3. The first sentence of Section 4.1(b) of the Plan is amended, effective February 1, 2008,
to read as follows:




     “A Participant’s Salary Reduction Contributions and/or Roth Contributions
shall continue in effect at the rate designated by a Participant pursuant to
subsection (a) and/or (e) until the Participant changes such designation or
suspends such contributions.”



     4. Section 4.1(d) of the Plan is amended, effective February 1, 2008, to read as follows:




     “(d) Catch-Up Contributions. All Employees who are eligible to make Salary Reduction
Contributions and Roth Contributions under this Plan and who have attained age 50 before
the close of the Plan Year shall be eligible to make catch-up contributions equal to a
minimum of one percent and a maximum of 20 percent (or such other minimum or maximum
percentages and/or amounts established by the Committee from time to time) of
Compensation in accordance with, and subject to the limitations of, Section 414(v) of the
Code (“Catch-Up Contributions”). Each Participant making
Catch-Up Contributions shall
designate such contributions as Salary Reduction Contributions or Roth Contributions, or
a combination thereof. Catch-Up Contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of Section
402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of
Sections 401(k)(3), 401(k)(11),
401(k)(12), 41(b), or 416 of the Code as applicable, by reason of the making of Catch-up
Contributions. Catch-Up Contributions shall not be eligible for Employer Matching
Contributions.”



     5. Section 4.1
of the Plan is amended, effective February 1, 2008, by the addition of
subsection (e) to read as follows:




     “(e) Roth
Contributions. Effective February 1, 2008, each Participating Company
shall contribute to the Plan, on behalf of each Active Participant employed by such
Participating Company and for each regular payroll period and for each other
payment of Compensation for which such Active Participant has a Roth Deferral
Election in effect with such Participating Company, a Roth Contribution in an
amount equal to the amount by which such Active Participant’s Compensation has been
reduced for such period pursuant to his Roth Deferral Election. The amount of the
Roth Contribution shall be determined in increments of 1 percent of such Active
Participant’s Compensation for each payroll period. Subject to the provisions of
subsection 6.1(a), an Active Participant may elect to reduce his Compensation for
any period by a minimum of 1 percent and a maximum of 50 percent (or such other
minimum or maximum percentages and/or amounts established by the Committee from
time to time), provided that an Active Participant’s aggregate reduction under this
subsection and Sections 4.1(a) and



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5.1(a) for any period cannot exceed 50 percent. This Section is intended to meet
the requirements of a Qualified Roth Contribution Program under Code Section 402A
and the applicable regulations and guidance issued by the Internal Revenue
Service.”



     6. The first paragraph of Section 4.2 of the Plan is amended, effective February 1, 2008,
to read as follows:




     “Subject to the limitations set forth in Article 6, an Employer, in its sole
discretion, may elect to contribute for each Plan Year on behalf of each
Participant who (i) made Salary Reduction Contributions and/or Roth Contributions
for the Plan Year and (ii) is employed on the last day of such Plan year, such
amount as the Employer may determine. Matching contributions shall be stated as a
percentage or percentages of the Participant’s Salary Reduction Contributions
and/or Roth Contributions. The Employer shall designate the percentage or
percentages for the Plan Year and may limit the amount or percentage of salary
reduction contributions to be matched. Employer matching contributions shall be
made only in cash.”



     7. The second sentence of Section 5.1(a) of the Plan is amended, effective
February
1, 2008, to read as follows:




     “The aggregate amount of a Participant’s Salary Reduction Contributions,
Roth Contributions and after-tax voluntary contributions for all Plan Years for a
Participant shall not exceed 50% of his aggregate Compensation received while a
Participant in this Plan.”



     8. Section 5.1(b) of the Plan is amended, effective January 1, 2009, to read as follows:




     “(b) Changes in the Rate or Suspension of After-Tax Voluntary Contributions.
A Participant’s after-tax voluntary contributions shall continue in effect at the
rate designated by a Participant pursuant to subsection (a) until the earlier of
the date on which (i) the Participant changes such designation or suspends such
contributions, or (ii) the Participant’s after-tax voluntary contributions for
the Plan Year equal an amount established by the Committee as the maximum
permissible after-tax voluntary contribution amount for such Plan Year. Subject
to the limitation in (ii) above, a Participant may elect to change such
designation or suspend contributions as of such time and in such manner as may be
prescribed by the Committee, and a Participant who has ceased after-tax voluntary
contributions pursuant to this subsection may resume after-tax voluntary
contributions by making an election in the time and manner prescribed by the
Committee. The Committee shall prescribe rules regarding the date and



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time by which any such election to change, suspend or resume after-tax voluntary
contributions must be made in order to be applicable for a particular payroll
period.”



     9. Section 5.2 of the Plan is amended, effective February 1, 2008, by the addition of the
following to the end thereof:




     “Effective February 1, 2008, subject to Committee approval, the Plan will accept a
Participant rollover contribution of a distribution from a qualified plan that maintains
a Qualified Roth Contribution Program under Code Section 402A and the applicable
regulations and guidance issued by the Internal Revenue Service (“Roth Rollover”). Such
contributions shall be separately accounted for in a subaccount within the Participant’s
Rollover Account.”



     10. Section 6.1(a) of the Plan is amended, effective February 1, 2008, to read as follows:




     “(a) General Rule. Notwithstanding the provisions of Section 4.1, a
Participant’s Salary Reduction Contributions and/or Roth Contributions made
pursuant to such Section for any calendar year shall not exceed the dollar limit
prescribed by Section 402(g)(1)(B) of the Code (as adjusted for increases in
cost-of-living in accordance with Section 402(g)(4) of the Code), plus any
additional Salary Reduction Contributions and/or Roth Contributions permitted
under Section 4.1(d) and Section 414(v) of the Code, if applicable.”



     11. The header and first sentence of Section 6.1(b) of the Plan are amended, effective
February 1, 2008, to read as follows:




     “(b) Distribution of Excess Salary Reduction Contributions and/or Roth
Contributions. With respect to any Participant, if for any calendar year the
Salary Reduction Contributions and/or Roth Contributions to this Plan or the
aggregate of Salary Reduction Contributions and/or Roth Contributions to this
Plan plus amounts contributed to other plans or arrangements described in
Sections 401(k), 403(b), 408(k) or 408(p) of the Code will exceed the limit
imposed by subsection (a) of this Section for the calendar year in which such
contributions were made (‘excess deferrals’), such Participant shall, pursuant to
such rules and at such time following such calendar year as determined by the
Committee, be allowed to submit a written request that the excess deferrals,
plus any income and minus any loss allocable thereto, be distributed to the
Participant.”




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12. Section 6.2 of the Plan is
amended, effective January 1, 2008, to read as follows:




     “6.2 Limitations on Contributions. (a) Maximum Permissible Amount and
Incorporation of Code Section 415 by Reference. Notwithstanding any provision of this
Plan to the contrary, except as otherwise provided in this Section, total Annual
Additions made to the Account of a Participant for a Limitation Year shall not exceed
the “Maximum Permissible Amount,” which is the lesser of:




	 	(1)	 	$40,000, as adjusted pursuant to Code Section 415(d) and Treasury
Regulation Section 1.415(d)-1(b); or
	 
	 	(2)	 	100% of the Participant’s Compensation for the Limitation Year.




For purposes of determining whether the Annual Additions under this Plan
exceed the Maximum Permissible Amount, all defined contribution plans of the
Employer are to be treated as one defined contribution plan.



In accordance with Treasury Regulation Section 1.415(a)-1(d)(3), the Plan
incorporates by reference the limitations on contributions under Code Section 415
and as provided under Treasury Regulation Section 1.415(c)-1 et seq. (as may be
revised or amended from time to time by the Internal Revenue Service). Unless
otherwise provided in this Section, the default rules under Code Section 415
Treasury Regulations shall apply with respect to the limitations under this
Section.



For purposes of determining a Participant’s Maximum Permissible Amount for
any Limitation Year, in addition to amounts of Compensation included for the
Limitation Year in accordance with the timing rules under the provisions in
Treasury Regulation Section 1.415-2(e), such Participant’s Compensation for the
Limitation Year shall include:




     (i) Amounts paid after a Participant’s severance from employment for
services during the Participant’s regular working hours or outside the
Participant’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar payments if (A) such Compensation would
have been paid to the Participant prior to his severance from employment if he
had continued in employment with the Employer and (B) such Compensation is paid
by the later of 21/2 months after the Participant’s severance from employment with
the Employer or the end of the Limitation Year that includes the date of such
severance from employment; and



     (ii) Amounts paid after a Participant’s severance from employment for unused
accrued bona fide sick, vacation, or other leave, but only if the Participant
would have been able to use the leave if his employment had continued, provided
that such amounts (A) are paid by the later of 21/2 months after severance from
employment with the Employer or the end of the Limitation Year that includes the
date of such severance from employment; and (B) would have been included in



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the definition of Compensation if they were paid prior to the Participant’s
severance from employment with the Employer.




     (b) Definitions. For purposes of this Section, the following terms shall
have the following meanings:



     
(i) Employer: The Company and any other Employer that adopts this Plan;
provided, however, that in the case of a group of employers which constitutes a
controlled group of corporations (as defined in Code Section 414(b), as modified
by Code Section 415(h)) or which constitutes trades and businesses (whether or not
incorporated) which are under common control (as defined in Code Section 414(c)
as modified by Code Section 415(h)) or an affiliated service group (as defined in
Code Section 414(m)), all such employers shall be considered a single employer for
purposes of applying the limitations of this Section for any portion of a
Limitation Year during which such employers were so controlled or affiliated.



     (ii) Limitation Year: A 12 consecutive month period ending on December 31.



     (iii) Compensation: For purposes of determining the Maximum Permissible
Amount, a Participant’s Compensation:



     (A) includes:




     Wages, salaries, fees for professional services and other
amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the
course of employment with an Employer to the extent that such
amounts are includable in gross income (or to the extent amounts
that would have been received and includible in gross income but
for an election by the Participant under Code Sections 125(a),
132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b)), including,
but not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits and
reimbursements or other expense allowances under a nonaccountable
plan as described in Treasury Regulation Section 1.62-2(c);



     and (B) excludes:




     (1) Contributions (other than elective contributions
described in Code Sections 402(e)(3), 408(k)(6), 408(p)(2)(A)(i)
or 457(b)) made by the Employer to a plan of deferred compensation
(including a simplified employee pension described in Code Section
408(k) or a simple retirement account described in Code Section
408(p), whether or not qualified) to the extent the



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contributions are not included in the gross income of the
Participant for the taxable year in which contributed, and any
amounts paid to a Participant from a plan of deferred compensation
(whether or not qualified) regardless of whether such amounts are
includable in the gross income of the Participant when
distributed;




     (2) Amounts realized from the exercise of a nonstatutory
option (which is an option other than a statutory option as
defined in Treasury Regulation Section 1.421-1(b)) or when
restricted stock or other property held by a Participant becomes
freely transferable or is no longer subject to a substantial risk
of forfeiture under Code Section 83 and the Treasury Regulations
thereunder;




     (3) Amounts realized from the sale, exchange or other
disposition of stock acquired under a statutory stock option
(within the meaning of Treasury
Regulation Section 1.421-1(b));




     (4) Other amounts which receive special tax benefits, such
as, for example, premiums for group-term life insurance, to the
extent such amounts are not includible in the gross income of the
Participant and are not salary reduction amounts under Code
Section 125; and




     (5) Other items of remuneration that are similar to the items
listed above in clauses (B)(1) through (4).


The foregoing notwithstanding, for purposes of this Section, Compensation
shall not exceed the limitation under Code Section 401(a)(17)(A), as adjusted for
cost-of-living increases pursuant to Code Section 401(a)(17)(B), but shall not be
limited to the earliest payments made to or on behalf of a Participant with
respect to a Limitation Year.




     (iv) Annual Additions: With respect to each Limitation Year, to the extent
allocated to a Participant’s Account in accordance with the timing rules of
Treasury Regulation Section 1.415(c)-1(b)(6), the total of the Participant’s
Salary Reduction Contributions, Roth Contributions, After-Tax Contributions,
Employer Matching Contributions, Employer Profit Sharing Contributions and
forfeitures, amounts described in Code Sections 415(l) and 419A(d)(2), and
amounts allocated to a Participant’s Account under a corrective amendment that
complies with the requirements of Treasury Regulation Section 1.401(a)(4)-11(g);
but excluding Catch-Up Contributions made pursuant to Section 4.1(d), Rollover
Amounts contributed pursuant to Section 5.2, restorative payments described in
Treasury Regulation Section 1.415(c)-1(b)(2)(ii)(C), Excess Deferrals distributed
in accordance with Section 6.1(b) and Treasury Regulation Section
1.402(g)-1(e)(2) or (3), and such other amounts specifically excluded under
Treasury Regulation Section 1.415(c)-1(b)(3). Contributions made with respect to



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Qualified Military Service in accordance with Section 10.5 shall be
considered an Annual Addition for the Limitation Year to which the Contribution
relates.




     (c) Prospective Reduction of Participant Contributions. If during a
Limitation Year the Committee determines that the Maximum Permissible Amount will
be exceeded for the Limitation Year, the Salary Reduction Contributions, Roth
Contributions, and/or After-Tax Voluntary Contribution elections of affected
Participants may be (but is not required to be) reduced by the Committee on a
temporary and prospective basis in such manner as the Committee will determine.




     (d) Excess Amounts and EPCRS. To the extent a Participant’s Annual
Additions for a Limitation Year exceed the Participant’s Maximum Permissible
Amount, except as otherwise permitted under the Treasury Regulations or other
guidance issued by the Internal Revenue Service, such result shall be corrected
in accordance with procedures available under the Internal Revenue Service’s
Employee Plans Compliance Resolution System in effect at the time of the
correction.”



     13. The first paragraph of Section 6.3(a) of the Plan is amended, effective February 1,
2008, to read as follows:




     “Notwithstanding the provisions of Section 4.1, if the Salary Reduction
Contributions and/or Roth Contributions made pursuant to such Section for a Plan
Year fail to satisfy both of the tests set forth in paragraph (1) and (2) of this
subsection, the adjustments prescribed in paragraph (1) of subsection (e) of this
Section shall be made. Notwithstanding any other provision of the Plan to the
contrary, references elsewhere in this Section 6.3 to ‘Salary Reduction
Contributions’ shall include ‘Roth Contributions’ and references to ‘Salary
Reduction Account’ shall include ‘Roth Account.’”



     14. Section 8.1(a) of the Plan is amended, effective February 1, 2008, by the addition of
the following to the end thereof:




     “(v) if Roth Contributions are made or have been made for a Participant, a
Roth Account.”



     15. Section 8.4 of the Plan is amended, effective February 1, 2008, by the addition of the
following to the end thereof:




     “(g) Allocation
of Roth Contributions. Roth Contributions made pursuant to
Section 4.1 shall be allocated to the Roth Account of each Participant for whom
such contributions are made as soon as practicable after the Valuation Date
coinciding with or next following the date on which such contribution is




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delivered to the Trustee and shall be credited to such Participant’s Account
as of such Valuation Date.”



     16. The first sentence of Section 9.1(b) of the Plan is amended, effective February 1,
2008, to read as follows:




     “A Participant who is an Employee may withdraw as of any Valuation Date all
or a portion of the balance of his Salary Reduction Account and/or Roth Account
only if the Participant has incurred a financial hardship. Notwithstanding any
other provision of the Plan to the contrary, references elsewhere in this
Section 9.1(b) to ‘Salary Reduction Contributions’ shall include ‘Roth
Contributions’ and references to ‘Salary Reduction Account’ shall include ‘Roth
Account.”’



     17. Section 9.1(b)(4) of the Plan is amended, effective February 1, 2008, to read as
follows:



     “(4) The Participant’s elective deferrals and contributions under this Plan,
including Roth Contributions effective as of February 1, 2008, and employee
contributions under all other plans maintained by the Employer will be suspended
for six (6) months after receipt of the hardship withdrawal. Other plans
maintained by the Employer means all qualified and nonqualified plans of deferred
compensation maintained by the Employer, including a cash or deferred arrangement
that is part of a cafeteria plan within the meaning of section 125 of the Code,
and stock option, stock purchase, or similar plans maintained by the Employer,
however, it does not include the mandatory employee contribution portion of a
defined benefit plan or a health or welfare benefit plan (including one that is
part of a cafeteria plan).”



     18. The first sentence of Section 9.1(f) of the Plan is amended, effective February 1,
2008, to read as follows:




“Any amounts withdrawn pursuant to this Section shall be charged to the
Participant’s Accounts.”



     19. The second sentence of Section 9.2(a) of the Plan is amended, effective February 1,
2008, to read as follows:




“The principal balance of such loan shall not exceed the lesser of (i) 50%
of the balance of the Participant’s Salary Reduction Account, Rollover Account,
Roth Account and the vested portion of his Matching Account as of the Valuation
Date coinciding with or immediately preceding the day on which the loan is made,
and



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(ii) $50,000, reduced by the excess, if any, of the highest outstanding loan
balance of the Participant under all plans maintained by the Employer during the
period of time beginning one year and one day prior to the date such loan is to
be made over the outstanding balance of loans from all such plans on
the date on
which such loan is made. Notwithstanding any other provision of the Plan to the
contrary, references elsewhere in this Section 9.2 to ‘Salary Reduction
Contributions’ shall include ‘Roth Contributions’ and references to ‘Salary
Reduction Account’ shall include ‘Roth Account.’”



     20. The first paragraph of Section 9.2(b) of the Plan is amended, effective February 1,
2008, to read as follows:




“(b) Conditions for Loans. Amounts equal to any loan made pursuant
to this Section shall be transferred from the Participant’s Account according to
the source ordering rules specified in the BearingPoint, Inc. 401(k) Plan Loan
Procedures. Any loan approved by the Committee pursuant to the preceding
paragraph (a) shall be made only upon the following terms and conditions:”



     21. The first paragraph of Section 9.3(a)(2) of the Plan is amended, effective February 1,
2008, to read as follows:




“A Participant shall be fully vested at all times in the entire balance of
the Participant’s Salary Reduction Account, Roth Account, Rollover Account, and
Voluntary Contribution Account. If a Participant’s employment terminates under
circumstances other than those described in paragraph (1) above, the Participant
shall be vested in a percentage of the value of his Matching Account and Profit
Sharing Account determined by reference to the number of the Participant’s Years
of Service, in accordance with the following schedule:”



     22. Section 9.5(b)(i) of the Plan is amended, effective February 1, 2008, by the addition of
the following to the end thereof:




     “If an Eligible Rollover Distribution includes Roth Contributions, the term
Eligible Retirement Plan means, with respect to such Roth Contributions, a
qualified trust described in Section 401(a) of the Code which separately accounts
for such Roth Contributions or a Roth IRA as defined in Section 408A of the
Code.”



     23. Section 10.5(a) of the Plan is amended, effective February 1, 2008, to read as
follows:



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     “Make Up of Salary Deferral Contributions and Roth Contributions.
Such Employee shall be entitled to make contributions under the Plan (‘make up
deferrals’), in addition to any Salary Reduction Contributions and/or Roth
Contributions which the Employee elects to have made under the Plan pursuant to
Section 4.1. From time to time while employed by an Employer, such Employee may
elect to contribute such make up deferrals during the period beginning on the
date of such Employee’s reemployment and ending on the earlier of:




     (i)
the end of the period equal to the product of three and such Employee’s
period of qualified military service, and




     (ii) the fifth anniversary of the date of such reemployment.




     Such Employee shall not be permitted to contribute make up deferrals to the
Plan in excess of the amount which the Employee could have elected to have made
under the Plan in the form of Salary Reduction Contributions and/or Roth
Contributions if the Employee had continued in employment with his Employer
during such period of qualified military service. The manner in which an Eligible
Employee may elect to contribute make up deferrals pursuant to this subsection
(a) shall be prescribed by the Committee.”



     IN WITNESS WHEREOF, this amendment has been executed on behalf of the Corporation by the
undersigned duly authorized officer of the Corporation, effective as set forth herein.



	 	 	 	 	 	 	 
	 	 	BEARINGPOINT, INC.	 	 
	 
	 	 	 	 	 	 
	Date: December 12, 2008

	 	By:

Its:
	 	/s/ Sean Huurman
 

Managing Director, Global Rewards
	 	 







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