EXHIBIT 10(d)(5)
FIFTH AMENDMENT
TO THE
ICF KAISER INTERNATIONAL, INC.
RETIREMENT PLAN
WHEREAS, the ICF Kaiser International, Inc. Retirement Plan (hereinafter referred to as the "Plan") was
established effective August 1, 1971, by ICF Kaiser International, Inc. (hereinafter referred to as the
"Company"); and
WHEREAS, the Plan was most recently restated effective January 1, 1996; and
WHEREAS, the restated Plan was amended subsequently on four occasions; and
WHEREAS, the Company desires to amend the Plan again;
NOW, THEREFORE, effective as of April 7, 1999, unless specifically provided otherwise, the Plan is hereby
amended in the respects hereinafter set forth.
1. Section 2.7 of the Plan is hereby amended to provide as follows:
2.7 Cessation of Coverage of Certain Participants. Effective as of the date of the Closing with respect to the sale
of the Environment and Facilities Management Group (the "EFM Group") of the Company to The IT Group,
Inc., coverage under the Plan shall be closed to any individual employed by, or at a facility of, the EFM Group
and effective as of the date of the Closing with respect to the sale by the Company of the majority of its capital
stock of ICF Consulting Group, Inc. ("ICF Consulting Group") to ICF Consulting Group Holdings, LLC or any
other unrelated entity, coverage under the Plan shall be closed to any individual employed by, or at a facility of,
ICF Consulting Group.
2. Section 3.7 of the Plan is hereby amended to provide as follows:
3.7 Full Vesting of Certain Participants. Notwithstanding any other provision of the Plan to the contrary, as of the
date of the Closing with respect to the sale of the EFM Group to The IT Group, Inc., each Participant employed
by, or at a facility of, the EFM Group shall be fully vested in his Account, and as of the date of the Closing with
respect to the sale by the Company of the majority of its capital stock of ICF Consulting Group to ICF
Consulting Group Holdings, LLC or any other unrelated entity, each Pa