Exhibit 10.9
 Michael Baker Corporation
 
   
   1.
    
    For each month (or part of a month exceeding two weeks) you stay with the Corporation
beginning September 1, 2008, the Corporation will pay you an additional one and one-half
months compensation upon your departure and the Cobra cost of your medical insurance for one
and one-half month after your departure. The payments for Cobra cost will be grossed up to
cover your Federal and state tax liability on such payments. For example, if you stay with
the Corporation through November 30, 2008, you will receive an additional four and one-half
months compensation plus four and one-half months Cobra cost upon your departure. This
benefit will be capped based upon four months of additional service or service through
December 31, 2008, so while you may elect to stay with the Corporation thereafter, you will
only be eligible for up to six months of such supplementary compensation and payments, which
will be paid in the first pay cycle in 2009 following the end of the four months whether you
are leaving at that time or have decided to stay on longer.
 2.
    
    In addition, should you stay with the Corporation through December 31, 2008, you will be
eligible for any bonus payments you would otherwise have received for 2008 performance, such
payments, if any, to be made at the same time the Corporation makes 2008 bonus payments to its
other eligible employees.
 3.
    
    Any payments you receive under this letter agreement shall be in addition to any severance
payments to which you may be entitled under the Corporations Policy regarding Reductions in
Force, which appears at Section 5.1.3 of the Corporations Policy Manual. I have attached a
copy of this Section as Exhibit A to this letter for your ready reference. Based upon your
qualifying years of service, if you are otherwise entitled to severance under the Policy, you
will receive a severance payment equal to nine (9) weeks of compensation based upon your
compensation on the day you cease to be employed by the Corporation.
 4.
    
    You will continue to be an employee at will and may be terminated by the Corporation with or
without cause at any time. However, you will be provided with two weeks advance notice of any
termination without cause, and in such event will receive the same payments under this letter
agreement that you would receive if you had continued with the Corporation
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through December
31, 2008. You may be terminated for cause at any time without advance notice. In the event
you are terminated for cause, you will receive only the payments previously earned under this
letter agreement, unless you are terminated by the Corporation for fraud or the commission of
a felony or crime involving moral turpitude, in which case you will not be entitled to any
such payments.
 5.
    
    In the event, you elect to leave the Corporation or are terminated without cause, you may
keep your current laptop computer and blackberry.
 6.
    
    Once you have decided upon the date you intend to leave the Corporation, you agree to
provide the Corporation two weeks advance notice of your departure addressed to the attention
of Mike Ziemianski, Chief Resource Officer.
  Very truly yours,
MICHAEL BAKER CORPORATION/s/ Bradley L. MalloryBradley  L. MalloryPresident and Chief Executive OfficerACKNOWLEDGED AND AGREED:/s/ Craig O. StuverCraig O. Stuver  2




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EXHIBIT A
 5.1.3 Reduction in Force (RIF)
   YEARS OF SERVICE
    
    SEVERANCE PAY0-2
    
    2 weeks3-5
    
    3 weeks6-8
    
    4 weeks9-10
    
    5 weeks11-12
    
    6 weeks13-14
    
    7 weeks15-16
    
    8 weeks17-18
    
    9 weeks19-20
    
    10 weeksOver 20
    
    12 weeks
     3