exv4w1






Exhibit 4.1




AMENDMENT TO RIGHTS AGREEMENT





     THIS AMENDMENT, by and between Michael Baker Corporation, a Pennsylvania corporation (the
“Company”) and American Stock Transfer and Trust Company, LLC, a New York limited liability
company (the “Rights Agent”), dated as of November 5, 2009 (this “Amendment”),
amends the Rights Agreement, dated as of November 16, 1999, by and between the Company and the
Rights Agent (the “Rights Agreement”). Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Rights Agreement.




WITNESSETH







     WHEREAS, Section 27 of the Rights Agreement provides that the Company may supplement or amend
any provision of the Rights Agreement that it deems necessary or desirable without the approval of
any holders of certificates representing shares of Company Common Stock;




     WHEREAS, the Governance and Nominating Committee of the Board of Directors has recommended
that the amendment set forth below be adopted; and



     WHEREAS, the Executive Committee of the Board of Directors, acting on behalf of the Board of
Directors in accordance with Section 2.10 of the Company’s By-laws and Section 1731 of the
Pennsylvania Business Corporation Law, has resolved and determined that this Amendment is necessary
and desirable and the Company desires to evidence this Amendment in writing.




     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:







     1.      Section 7(a) of the Rights Agreement is hereby amended by deleting “on the tenth
anniversary hereof” in the first line thereof and substituting “November 16, 2012” therefor.



     2.      Section 23 of the Rights Agreement is hereby amended by deleting the words “Stock
Acquisition Date” in the third line thereof and substituting “Shares Acquisition Date” therefor.



     3.      Section 26 of the Rights Agreement is hereby amended by




	 	(a)	 	deleting the Company’s notice address and substituting the following therefor:





“Michael Baker Corporation

Airside Business Park

100 Airside Drive

Moon Township, PA 15108

Attn: Chief Executive Officer” and





	 	(b)	 	deleting the Rights Agent’s notice address and substituting the
following therefor:





“American Stock Transfer and Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219

Attn: Carlos Pinto”




 









 





     4.     This Amendment shall be effective as of the date hereof, and all references to the Rights
Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as
amended hereby.


 

     5.     The Rights Agreement, as amended by this Amendment shall remain in full force and
effect.


 

     6.     This Amendment shall be governed by and construed and enforced in accordance with
the laws of the Commonwealth of Pennsylvania applicable to contracts executed and to be performed
entirely in such Commonwealth.


 

     7.     This Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


  

     8.     If any term of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the terms of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


 
 

[SIGNATURES ON FOLLOWING PAGE]

 




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[SIGNATURE PAGE FOR AMENDMENT TO RIGHTS AGREEMENT]



 



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.


 
 

	 	 	 	 	 	 	 
	 	 	MICHAEL BAKER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:  
	 	/s/ H. James McKnight
 

H. James McKnight
	 	 
	 

	 	Title:  
	 	 Chief Legal Officer, Executive

Vice President and Corporate

Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER &	 	 
	 	 	TRUST COMPANY,	 	 
	 	 	as Rights Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paula Caroppoli	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:   

Title:  
	 	 Paula Caroppoli 

 Vice President	 	 







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