ICF KAISER INTERNATIONAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, the ICF Kaiser International, Inc. Employee Stock Ownership Plan (hereinafter referred to as the
"Plan") was established effective as of March 1, 1987, by ICF Kaiser International, Inc. (hereinafter referred to
as the "Company"); and
WHEREAS, effective as of March 1, 1994, the Plan was frozen so that no individual became a Participant, and
no Plan contributions were made, after February 28, 1994; and
WHEREAS, the Plan was most recently restated as of January 1, 1998; and
WHEREAS, the restated Plan was amended subsequently on two occasions; and
WHEREAS, the Company desires to amend the Plan again to comply with recent tax legislation, to reflect
various administrative changes, and to accommodate certain divestitures;
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 1.6 of the Plan is hereby amended to provide as follows:
1.6 "Closing" shall mean the consummation of a transaction in which the Company disposes of (i) substantially all
of the assets used by the Company in a trade or business of the Company, or
(ii) the Company's interest in a subsidiary.
2. The last sentence of the second paragraph of Section 1.9 of the Plan is hereby deleted effective as of January
3. Paragraph (e) of Section 1.12 of the Plan is hereby amended effective January 1, 1997, to provide as follows:
(e) a leased employee who pursuant to Section 414(n)(2) of the Code means any person (other than a person
who is an employee without regard to this Paragraph (e)) engaged in performing services for a Member of the
Controlled Group (the "recipient") pursuant to an agreement between the recipient and any other person
("Leasing Organization") who meets the following requirements:
(i) he has performed services for one or more Members of the Controlled Group (or for any other