Exhibit 10.2(b)

                          SUPPLEMENTAL AGREEMENT NO. 5
                          ----------------------------

This Supplemental  Agreement No. 5 dated as of September 7, 1999 is entered into
by  and  between   MICHAEL  BAKER   CORPORATION,   a  Pennsylvania   corporation
(hereinafter  referred  to  as  the  "Corporation")  and  RICHARD  L.  SHAW,  an
individual (hereinafter referred to as the "Executive").

                                   WITNESSETH:

     WHEREAS,  the  Corporation  and the  Executive  entered into an  Employment
Agreement dated April 12, 1988 and subsequently amended the Employment Agreement
by Supplemental Agreement No. 1 dated March 17, 1992, Supplemental Agreement No.
2 dated October 1, 1994,  and  Supplemental  Agreement No. 3 dated June 1, 1995,
and Supplemental  Agreement No. 4 dated March 1, 1998 (hereinafter  collectively
the "Agreement"); and

     WHEREAS,  pursuant to the  Agreement,  the  Corporation  has  retained  the
Executive as a consultant after the Executive's retirement; and

     WHEREAS,  upon resignation of the Corporation's Chief Executive Officer and
at the  request of the  Corporation's  Board of  Directors,  the  Executive  has
re-assumed the full-time  position as Chief Executive Officer of the Corporation
effective  September  7, 1999 and has agreed to serve in such  capacity  until a
successor is appointed; and

     WHEREAS,  the Corporation and the Executive now desire to further amend and
supplement  the  Agreement  in  recognition  of  these  recent  changes  in  the
Executive's status;

     NOW THEREFORE, in consideration of the mutual premises contained herein and
other good and valuable consideration, and intending to be legally bound hereby,
THE PARTIES AGREE AS FOLLOWS:

     1.   Effective  September 7, 1999,  Executive shall re-assume the full-time
          position  as Chief  Executive  Officer  of the  Corporation  with such
          duties  and   responsibilities  as  described  in  Section  2  of  the
          Agreement, and shall be compensated for his services at an annual rate
          of  $400,000  or such  higher  rate as the Board of  Directors  of the
          Corporation may from time to time determine,  payable in approximately
          equal bi-weekly installments.

     2.   During his  service  as Chief  Executive  Officer of the  Corporation,
          Executive shall be entitled to participate in all plans,  programs and
          receive all benefits which the  Corporation may have in effect for its
          executive employees.

     3.   Commencing November 1, 1999 and during the period the Executive serves
          as Chief Executive  Officer of the Corporation,  payments and benefits
          otherwise  available to  Executive  during the  Consulting  Term under
          Section  5 of the  Agreement  shall be  suspended,  provided  that the
          Corporation  shall  continue  to cover  the  cost of the "65  Special"
          health insurance and coverage for the Executive and his spouse without
          interruption.  The  Consulting  Term shall continue to run during this
          period, and upon conclusion of Executive's  service as Chief Executive


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          Officer prior to expiration of the Consulting  Term,  Executive  shall
          revert to  consultant  status and the payments and benefits  available
          under  Section 5 shall  recommence  for the balance of the  Consulting
          Term.

     4.   The Consulting  Arrangement  established by Section 5 of the Agreement
          shall  continue  until May 31,  2000 or be extended  as  necessary  to
          continue  in force for at least  three (3)  months  after  Executive's
          successor as Chief Executive Officer assumes such position,  whichever
          is later. In addition,  Executive  agrees that unless  consented to by
          the  Corporation,  he will not resign from his position as Chairman of
          the Board of  Directors  until the later of May 31,  2000 or three (3)
          months after Executive's  successor as Chief Executive Officer assumes
          such position. Section 7(d) of the Agreement is hereby modified to the
          extent  necessary  to  effectuate  the  provisions  set  forth in this
          Section 4.

     5.   Section 6, Supplemental Retirement Benefit, of the Agreement is hereby
          amended to  increase  the  monthly  benefit  payable  pursuant to such
          Section from $2,500 to $5,000.

     6.   In  recognition of  Executive's  agreement to re-assume  duties as the
          Chief  Executive  Officer  of the  Corporation  while a  successor  is
          identified,  the  Corporation  shall as of the effective  date of this
          Supplemental  Agreement No. 5, award Executive fifty thousand (50,000)
          Incentive Stock Options pursuant to the  Corporation's  1995 Incentive
          Stock Plan, which Options shall be fully vested on the date of award.

     7.   All other terms and  conditions of the Agreement  shall remain in full
          force and effect  and are hereby  ratified  by both  parties,  and the
          Agreement  is hereby  incorporated  by  reference  as if fully  stated
          herein.

     IN WITNESS WHEREOF,  the parties have executed this Supplemental  Agreement
No. 5 as of the day and year first above written.

                                    MICHAEL BAKER CORPORATION
ATTEST:                             (The "Corporation")

/s/ Marcia S. Wolk                  By: /s/ H. James McKnight
-----------------------------       -----------------------------------
Marcia S. Wolk                      H. James McKnight
Assistant Secretary                 Sr. Vice President, General Counsel
                                     & Secretary

                                    RICHARD L. SHAW
WITNESS:                            (The "Executive")

/s/ Kathryn J. Carrier              /s/ Richard L. Shaw
-----------------------------       -----------------------------------