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Exhibit
10.2(e)
AMENDMENT NO.
5
TO CONSULTING
AGREEMENT
This AMENDMENT NO. 5 to the Consulting
Agreement between the parties is entered into by and between
Michael Baker Corporation, a Pennsylvania Corporation (the
“Corporation”) and Richard L. Shaw, an individual (the
“Executive”), effective April 26, 2008.
WHEREAS, the Corporation and the
Executive entered into the Consulting Agreement, a true and correct
copy of which is attached hereto as Exhibit A, effective
April 25, 2001, and continuing for a two (2) year term
until April 26, 2003; and
WHEREAS, the Corporation and the
Executive entered into Amendment No. 1 to Consulting
Agreement, effective April 26, 2003, a true and correct copy
of which is attached hereto as Exhibit B, extending the term of the
Consulting Agreement for an additional two (2) year period
until April 26, 2005; and
WHEREAS, the Corporation and the
Executive entered into Amendment No. 2 to the Consulting
Agreement, effective April 26, 2005, a true and correct copy
of which is attached hereto as Exhibit C, extending the term of the
Consulting Agreement for an additional one (1) year period
until April 26, 2006; and
WHEREAS, the Corporation and the
Executive entered into Amendment No. 3 to the Consulting
Agreement, effective April 26, 2006, a true and correct copy
of which is attached hereto as Exhibit D, extending the term of the
Consulting Agreement for an additional one (1) year period
until April 26, 2007; and
WHEREAS, the Corporation and the
Executive entered into Amendment No. 4 to the Consulting
Agreement, effective April 26, 2007, a true and correct copy
of which is attached hereto as Exhibit C, extending the term of the
Consulting Agreem
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