EXHIBIT 10.2(B) AMENDMENT NO. 2 TO CONSULTING AGREEMENT This AMENDMENT NO. 2 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,...

                                                                 EXHIBIT 10.2(B)

                             AMENDMENT NO. 2
                         TO CONSULTING AGREEMENT

     This AMENDMENT NO. 2 to the Consulting Agreement between the parties is
entered into by and between Xxxxxxx Xxxxx Corporation, a Pennsylvania
Corporation (the "Corporation") and Xxxxxxx X. Xxxx, an individual (the
"Executive"), effective April 26, 2005.

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 now desire to extend the term of the
Consulting Agreement upon the same terms and conditions for an additional one
(1) year period until April 26, 2006;

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 as amended by Amendment No. 1 effective April 26, 2003 shall be,
     and the same hereby is, extended for an additional one (1) year period from
     April 26, 2005 until April 26, 2006 upon the same terms and conditions.

     IN WITNESS WHEREOF, effective April 26, 2005, the parties have executed
this AMENDMENT NO. 2 to the Consulting Agreement.

Attest:                                 XXXXXXX XXXXX CORPORATION
                                        (The Corporation")


/s/ H. Xxxxx XxXxxxxx                   By: /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------------------       ------------------------------------
H. Xxxxx XxXxxxxx                           Xxxxxx X. Xxxxxxx, Xx.
Corporate Secretary                         President and Chief Executive
                                            Officer


Witness:                                Xxxxxxx X. Xxxx
                                        (The "Executive")


/s/ Xxxxxxx Xxxxxxxx                    /s/ Xxxxxxx X. Xxxx
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