Exhibit 10.2(a)

                                 AMENDMENT NO. 1
                             TO CONSULTING AGREEMENT


         This AMENDMENT NO. 1 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, 2003.

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 now desire to extend the term of the
Consulting Agreement upon the same terms and conditions for an additional two
(2) year period until April 26, 2005;

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


         The term of the Consulting Agreement effective April 25, 2001 between
         the parties shall be, and the same hereby is, extended for an
         additional two (2) year term from April 26, 2003 until April 26, 2005
         upon the same terms and conditions.


         IN WITNESS WHEREOF, effective April 26, 2003, the parties have executed
this AMENDMENT NO. 1 to the Consulting Agreement.


                                        MICHAEL BAKER CORPORATION
Attest:                                 (The "Corporation")


/s/ H. James McKnight                   By: /s/ Donald P. Fusilli, Jr.
- ----------------------                      ----------------------------
H. James McKnight                           Donald P. Fusilli, Jr.
Secretary                                   President & Chief Executive Officer


Witness:                                    Richard L. Shaw
                                            (The "Executive")

/s/ Margaret P. Shaw                        /s/ Richard L. Shaw
- -----------------------                     ------------------------