FOURTH AMENDMENT TO SUPPLEMENTAL RETIREMENT/DEATH BENEFITS AGREEMENT

Exhibit 10.9

FOURTH AMENDMENT TO SUPPLEMENTAL

RETIREMENT/DEATH BENEFITS AGREEMENT

THIS AMENDMENT entered into this 1^st day of January, 2004 by and between POST, XXXXXXX, XXXXX & XXXXXXXX, INC. (PBSJ Inc.) and The PBSJ Corporation (PBSJ Corp.), Florida corporations, with principal offices in Miami, Florida (collectively hereinafter referred to as the “Corporations”) and Xxxx X. Xxxxxxx, (hereinafter referred to as the “Employee”).

RECITALS

A. The Corporations and the Employee entered into a Supplemental Retirement/Death Benefits Agreement (the “Agreement”) dated December 17, 1987, which Agreement and Amendments dealt with the employment of the Employee for a specified period.

WHEREAS, the parties hereto desire to further amend the Agreement and Amendments to reflect the current and revised understanding of the parties with respect to certain rights, obligations and benefits of the parries under the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable considerations, the adequacy and receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Amount of Full Benefit. The amount of the Employee’s annual Full Benefit, identified in the Second Amendment to the Agreement dated November 22, 1999 as Fifty Thousand Dollars ($50,000), shall be increased by Twenty-Five Thousand Dollars ($25,000) to a total of Seventy-Five Thousand Dollars ($75,000).

The above shall be payable according to the same term (15 years) and subject to the same escalation factors (lesser of three percent [3%] or the increase in the CPI and scheduled full benefit annual increase amounts) as stipulated in the First Amendment to the Agreement dated May 19,1998.

2. Miscellaneous.

(a) Except as expressly provided herein, the Agreement, as amended, shall remain in full force and effect without any modification or waiver of any provision thereof.

(b) This Fourth Amendment shall be governed by the laws of the State of Florida, without regard to the principles of conflicts of laws thereunder.

(c) The Agreement, as amended, sets forth the entire understanding of the parties as to the subjects discussed therein, and supersedes all prior understandings, commitments, agreements, whether oral or written, relating to the subject matter thereof.

(d) This Fourth Amendment may be executed in any number of counterparts, and each such counterpart shall for all purposes be deemed an original.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals as of the date and year first above written.

				POST, XXXXXXX, XXXXX & XXXXXXXX, INC. A Florida Corporation
Attest:		/s/ Xxxxxxx X. Nostra		By:		/s/ W. Xxxxx XxXxxxx
		Xxxxxxx X. Nostra				W. Xxxxx XxXxxxx, CFO/Exec. Vice President
		Assistant Secretary
Attest:				THE PBSJ CORPORATION
		/s/ XXXXXXX X.XXXXXX		By:		/s/ Xxxxxxx X. Xxxxxxx
		XXXXXXX X.XXXXXX				Xxxxxxx X. Xxxxxxx, Chairman
		Assistant Secretary
				EMPLOYEE
/s/ Xxxxxxx X. Xxxxxxx						/s/ Xxxx X. Xxxxxxx
Witness						Xxxx X. Xxxxxxx