AMENDMENT NO. 2 TO RETENTION AGREEMENT

Exhibit 10.3

AMENDMENT NO. 2

TO RETENTION AGREEMENT

     THIS AMENDMENT NO. 2 (the “Amendment”) made as of the 21st day of May 2009 to the Retention Agreement dated as of the 12 ^th of June 2007, as amended by Amendment No. 1 dated as of the 17 ^th of December 2008, 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”), as amended by Amendment No. 1, was signed, recognizing the ongoing possibility or occurrence of the events described in that Agreement; and

     WHEREAS, in furtherance of that purpose and the Employee’s