Exhibit No. 10(d)(3)
Amendments to the ICF Kaiser International, Inc. Retirement Plan
. The procedure for voting ICF Kaiser stock held under the Plan is clarified to
provide that (a) the Committee will instruct the Trustee how to vote ICF Kaiser
stock that is not subject to the participant's investment election, and (b) the
participant may instruct the Trustee how to vote shares allocated to the
participant's account that are subject to his investment election and, if no
instructions are received, the Committee will direct the Trustee how to vote the
uninstructed shares.
. The Plan Year is changed to the calendar year.
. The Trustee is changed to Vanguard Fiduciary Trust Company.
NOW, THEREFORE, BE IT RESOLVED that the Plans be and hereby are amended, as
follows, effective as of March 1, 1995, except as otherwise provided herein:
1. Sections 1.2 and 1.36 are amended by substituting "December" for
"February", and by adding at the end of Section 1.36:
There shall be a short Plan Year beginning March 1, 1995 and ending December 31,
1995.
2. A new Section 1.38 is added, effective December 12, 1994, and Sections
1.38 through 1.49 are renumbered accordingly, to provide:
1.38 "Qualified Military Service" shall mean qualified military service as
defined in (S) 414(u) of the Code.
3. Section 1.48 is amended, effective August 31, 1995, by substituting
"Vanguard Fiduciary Trust Company" for "U.S. Trust Company of California, N.A."
4. Section 1.49 is deleted in its entirety, and the following language is
substituted therefor, effective August 31, 1995:
1.49 "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, as they may be
amended from time to time, provided, however, that a Valuation Date shall occur
at least once per Plan Year. Under current procedures, a Valuation Date
generally occurs on each business day of the Trustee.
5. Section 2.1 is amended by adding the following sentence at the end
thereof:
For purposes of the Plan Year beginning March 1, 1995 and ending on December 31,
1995, the 1,000 Hours of Service requirement shall be satisfied by completion of
648 Hours of Service.
6. A new Section 2.7 is added, effective December 12, 1994, to provide as
follows:
2.7 Qualified Military Service. Notwithstanding any provision of this Plan to
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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.
7. Section 3.6 is amended by adding the following language at the end
thereof:
For purposes of the Plan Year beginning March 1, 1995 and ending on December 31,
1995, a Participant shall be credited with a Year of Service if his Period of
Service includes December 31, 1995.
8. Section 4.1 is amended by deleting the last sentence thereof and
substituting the following language therefor:
When a contribution is made in a form other than cash, until such contribution
is reduced to cash, a Participant's Account shall contain an allocable share of
such contribution, provided that an allocation of Company Stock shall be in
whole shares, with the value of any fractional shares to be allocated in cash.
For purposes of the Plan Year beginning March 1, 1995 and ending December 31,
1995, a Participant shall satisfy the 1,000 Hours of Service requirement if he
has completed 648 Hours of Service.
9. Section 4.4 is amended by adding the following language at the end thereof:
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.
10. Section 6.1 is deleted in its entirety and the following language is
substituted therefor:
Participants may direct the investment of assets in their Account in specific
investments that have been approved by the Committee, in accordance with
procedures provided by the Trustee and authorized by the Committee, except for
assets that have been contributed in a form other than cash, and have not been
reduced to cash. Participants' Accounts shall be invested as directed by each
Participant in Directed Investment Sub-Accounts, which shall be charged or
credited as appropriate with the net earnings, gains, losses and expenses as
well as appreciation or depreciation in market value during each Plan Year
attributable to such Sub-Accounts. Such amounts shall not be considered in
determining Trust gains or losses, apart from such Sub-Accounts.
11. Section 6.2 is amended by deleting the first sentence thereof and
substituting the following language therefor:
A Participant may notify the Committee in writing on such form and in such
manner as determined by the Committee that he elects to have that portion of his
Account available for investment direction invested in whole shares of the stock
of the Company, to be held under the Plan in the ICF Stock Fund, and the
Committee shall direct the Trustee to invest such portion accordingly at such
time and on such terms as the Committee may determine.
12. Section 7.1 is amended by deleting the phrase "including fractional shares"
and by adding the following language at the end thereof:
For purposes of the Plan Year beginning March 1, 1995 and ending December 31,
1995, a Participant who has completed 648 Hours of Service shall satisfy the
1,000 Hours of Service requirement.
13. Section 7.2 is amended by adding the following language at the end thereof:
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.
14. Section 7.6(b) is amended, effective August 31, 1995, by deleting the
phrase "allocated to his Account for" and substituting therefor "contributed to
his Account during".
15. Section 8.4(a) is amended by deleting the second sentence thereof and
substituting the following language therefor, to be effective August 31, 1995:
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.
16. Section 8.10(c) is amended by adding the following language at the end
thereof:
The Committee may delegate to the Trustee the function of approval of loans, in
accordance with the terms of the Plan.
17. Section 8.10(d) is amended by adding the following language to the end
thereof:
To the extent allowable by law, loans shall not be granted to any Participant or
his Beneficiary that provide for a repayment period extending beyond such
Participant's Normal Retirement Date. Loan repayments will be suspended under
the Plan as permitted under (S) 414(u)(4).
18. Section 9.7 is deleted in its entirety and the following language is
substituted therefor:
(a) Company Stock Not Allocated to a Participant's Directed Investment Sub-
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Account. With respect to Company Stock that is not allocated to a
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Participant's Directed Investment Sub-Account, the Committee, in its sole
discretion, shall direct the Trustee how to exercise all shareholder
rights, including, but not limited to, voting and the acceptance or
rejection of a tender offer, and the Trustee shall vote such shares in
accordance with the directions of the Committee.
(b) Company Stock Allocated to a Participant's Directed Investment Sub-
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Account. A Participant (or Beneficiary) shall have the right to direct the
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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 Directed Investment Sub-Account. In the absence of receipt of
written direction from the Participant within 3 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
Corporation distributes to shareholders regarding the exercise of such
rights.