MICHAEL BAKER CORPORATION

1. leverage optimize maximize Innovate MICHAEL BAKER CORPORATION 2002 Annual Shareholders Meeting

2. Safe Harbor This presentation will contain information related to events which may occur in the future. These forward-looking statements may include future business trends, revenue and earnings forecasts, and acquisition and corporate finance activity. These statements are subject to market, regulatory, operating and other risks and uncertainties and, as a result, actual results may vary. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

3. Financial Review: 2001

4. Total Revenues $158.2 $120.7 $80.2 $243.6 $201.7 $228.0 Energy

5. Income from Operations $12.8 $9.3 $5.5 $18.6 $13.4 $16.8 1999 2000 2001 Energy (Pre-Corp. O/H and I/C Ins. Premiums)

6. Operating Performance(in Thousands of $) Adjusted for $1 Million Non-Recurring Charge

7. Balance Sheet(in millions of $)

8. Cash Flow(in millions of $)

9. EPS Growth

10. Financial Review:1st QTR 2002

11. Total Revenues (1st QTR) $37.6 $37.5 $25.6 $58.3 $57.6 $57.0 Energy

12. Income from Operations (1st QTR) $0.9 $2.1 $1.2 $2.2 $2.8 $2.8 Energy

13. Operating Margins (1st QTR)

14. Stock Performance (24 mos.)

15. 2001 Financial Highlights • Eliminated Series B Super Voting Shares • Secured $40 Million Credit Facility • Added 7 New Institutional Holders • 1.3 Millions Shares

16. Operations Review

17. 2001 Highlights • Record Earnings • Share Price Increase • Energy Growth and Profitability • Engineering Steady Improvement • Credit Facility • B Series Elimination • Energy OPCOSM Value-Added Model • Engineering Market Initiatives • Segment Leverage

18. Vision • Perform Biggest and Most Challenging Projects • Be Paid for Content, Not Hours • Share Knowledge and Resources • Make Money

19. Four-Point Strategy • Maximizethe growth potential of the Energy business • Optimizethe overall performance of the Engineering business • Innovateby investing to enhance service delivery methods • Leveragethe relationships and skills of the entire company

20. Elements of Success • People • Performance • Profit

21. President’s Award Runner-upEngineering – Rt. 29 Tunnel CM/CI Biggest and Most Challenging Project • One-half mile cut and cover tunnel for NJDOT in Trenton, NJ • First External CM/CI Contract Awarded in 2000 • $9 million, Performance-based • Troubled Project Since 1997 • Delays Over 2 years • Claims totaling $20 million • Environmental Clean-up Sites • 160 Potential Change Orders • Solutions • Centralized Project Records • Claims Resolution Process • Global Settlement Package • “New Spirit of Project Partnering” • Community Outreach • Delivered Project Ahead of Schedule

22. Engineering – PennDOT Bridge Software • Baker-developed Bridge Analysis, Design and Rating Software • Innovative Support and Maintenance Contracting Method • Payments in Advance • Quarterly Billing • Baker Holds Exclusive Licensing Agreement to Source Code • Baker Usage Requires No License Be Paid for Content, Not Hours

23. Energy – SMARTSM Compliance Management System • Heightened Focus on HSE&C Standards and Performance • Implemented SMARTSM Compliance Management System in GOM • Reduced INCs by 50-65% in 2001 • Significant Cost Savings to Clients Be Paid for Content, Not Hours

24. Engineering – USARAK Equipment Inventory Share Knowledge & Resources • Client – U.S. Army Alaska (USARAK) • Commercial Activities Study at 3 Locations • Fort Wainwright • Fort Richardson • Seward • Prepare for Privatization of O&M Programs • Project Team from Multiple Offices • Anchorage • Coraopolis • Beaver • Elmsford • Fairbanks • Merrillville • Communication, Coordination, Information Sharing Key to Success

25. Energy – Applied Technologies Make Money • Significant Growth Opportunities in 2001 • Aberdeen Proving Ground CMMS • BP Deepwater CMMS • BP Grangemouth/Hull Refinery • BP Center of Expertise • Added 62 People • 50% Revenue Growth / 17% Margins

26. President’s Award Runner-upFunctional – Support Services Group Make Money • Travel, Fleet and Mail Services • Travel • 3rd Largest Expenditure in 2000 - $8.5 million • Created Corporate Travel Department (CTD) • Saved $1.5 Million in 7 Months • Service Provided on September 11 • Mail • Established Monthly Postage Account for All Offices • Web-based iShip for Packages • Available in Beaver & Coraopolis • Reduce Shipping Costs 33% • All Offices in 2002 • Fleet • Bid Process for Purchases & Leases • Short-Term Agreement with Enterprise • Fuel and Maintenance Costs • Total Cost Savings in 2001 - $1.8 million

27. 2002 Focus • Balanced Scorecard Planning • Training • Branding the Baker Identity • Acquisitions • Tax Reduction

28. 2002 Growth & Profitability • Grow OPCO Model (Organically and Acquisition) • Chase Customers – Not Projects (Marketing Method) • Expand Engineering U.S. Domestic Geographic Presence • Expand Water/Wastewater Treatment Capability • Build on Leading Maximo MMS Developer for both Public and Private Facilities

29. 2002 Growth & Profitability • Develop New Generation Web-Enabled Competency-based Training for O&G Clients Worldwide • Extend Environmental Capabilities Internationally Leveraging Energy’s Relationships and Geographic Presence • Build on Long-standing Alaskan Presence to Extend Energy’s O&M Skills into Local Market

30. Engineering Energy MAKE MONEY Conclusion PASSIONCOMMITMENTCHANGESPEED

31. leverage optimize maximize Innovate MICHAEL BAKER CORPORATION 2002 Annual Shareholders Meeting