EX-10.7(A)









Exhibit 10.7(a)




AMENDMENT NO. 1




TO RETENTION AGREEMENT




     THIS AMENDMENT NO. 1 (the “Amendment”) made as of the 17th day of December, 2008 to the
Retention Agreement dated as of the 12th of June 2007 is entered into between Michael
Baker Corporation (the “Company”) and John D. Whiteford (the “Employee”) who is employed by the
Energy Division of Michael Baker Corporation (“Energy”).



     WHEREAS, the Company has determined that it is in the best interest of the Company to assure
the continued dedication of the Employee, notwithstanding the passage of time since the original
Retention Agreement (the “Agreement”) was signed and the ongoing possibility or occurrence of the
events described in that Agreement; and



     WHEREAS, in furtherance of that purpose and the Employee’s full attention and dedication, the
Company desires to amend the terms of the Agreement as set forth in this Amendment.



     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows:


ORIGINAL RETENTION AGREEMENT. All terms and conditions of the original Retention
Agreement, except as specifically modified by this Amendment, shall remain in full force and
effect, and all terms defined therein shall have the same meaning when used in this Amendment. The
following revisions to the original Retention Agreement shall become effective upon execution of
this Amendment. Section numbers and references in this Amendment correspond to the Sections of the
original Retention Agreement being modified hereby.



1. Term. In item (d) of the second sentence of this Section of the Agreement, delete
December 31, 2008 and substitute June 30, 2009.



2. Payment Benefits.




     (a) Retention Payment Benefits. The Employee acknowledges receipt of the Retention
Payment Benefit provided for in the Agreement and paid on December 12, 2007, the six month
anniversary of the Effective Date of the Agreement.



     (b) Incentive Payment Benefit. The Incentive Payment Benefit of the Employee set
forth in Attachment I to the Agreement shall be increased by the amount previously paid out as the
Retention Payment Benefit. The Adjusted Incentive Payment Benefit of the Employee shall now be
$445,500 (the “Adjusted Incentive Payment Benefit”). The Adjusted Incentive Payment Benefit, less
the Advance Payment paid pursuant to Section 4(c) of this Amendment, shall be paid as provided in
the Agreement.



 









 





     (c) Advance Payment.  Upon the Employee’s (i) continuous employment with the Company
through March 15, 2009, or, if earlier, the Employee’s separation from service by the Company other
than for Cause, and (ii) satisfaction of the Participation Criteria and Company Criteria set forth
in the Plan as relates to the Advance Payment Date, the Employee shall be entitled to an Advance
Payment Benefit of $111,375 on March 13, 2009, representing 25 percent of the Adjusted Incentive
Payment Benefit. Applicable insurance contributions, payroll withholding and taxes shall be
deducted from any payment.


Notwithstanding anything to the contrary herein, the Employee shall not have a vested or legally
binding right to payment of compensation or benefits hereunder prior to the applicable Advance
Payment Date.




     (d) In consideration of the increase in the Incentive Payment Benefit and the agreement to
make an Advance Payment of 25 percent of the Adjusted Incentive Payment Benefit as described in
Section 4(c), the Employee hereby agrees that through June 30, 2009 he will not (i) directly
compete with the business of the Company, (2) engage in any business in direct competition with the
Company, or (3) solicit or encourage others to so compete. The obligation of the Employee set
forth in this Section 4(d) shall survive the termination for cause or resignation of Employee’s
employment with the Company prior to June 30, 2009, but shall terminate upon the occurrence of a
Triggering Event.



     IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed by its officer
thereunto duly authorized, and the Employee has hereunto set his hand, all as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	EMPLOYEE	 	 	 	MICHAEL BAKER CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ John D. Whiteford	 	 	 	By:	 	Bradley L. Mallory	 	 
	 	 	 	 	 	 	 	 	 
	John D. Whiteford	 	 	 	 	 	Title:	 	President and CEO