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

2. Engineering & Energy 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. Engineering & Energy 3 Financial Review: 2001

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

5. Engineering & Energy 5 Income from Operations Energy 19992000 $5.5 $13.4 $9.3 $16.8 (Pre-Corp. O/H and I/C Ins. Premiums) 2001 $12.8 $18.6

6. Engineering & Energy 6 Operating Performance (in Thousands of $) Adjusted for $1 Million Non-Recurring Charge 199920002001 TOTAL CONTRACT REVENUES Total Reported$506,012$390,710$403,222 Less Non-Core223,23641,6251,372 ENERGY80,158120,708158,236 ENGINEERING202,618228,377243,614 Total Core282,776349,085401,850 TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums) Total Reported(511)17,54331,436 %-.1%4.5%7.8% ENERGY4,2529,75912,842 %6.6%8.1% ENGINEERING12,54416,00718,582 %6.2%7.0%7.6% Total Core$17,796$25,766$31,424 %6.4%7.4%7.8%

7. Engineering & Energy 7 Balance Sheet (in millions of $) 199920002001 ASSETS Cash$3.7$9.1$18.5 Short-Term Investment-9.0- A/R77.467.767.6 Cost in Excess of Billing26.620.525.3 PPE17.110.110.3 Intangibles14.610.89.8 Other15.610.220.1 $155.0$137.4$151.6 LIABILITIES Current Portion LTD3.52.2- Trade A/P28.925.721.9 Accrued Other62.959.168.2 Long-Term Debt14.90.1- Owners’ Equity44.850.361.5 $155.0$137.4$151.6

8. Engineering & Energy 8 Cash Flow (in millions of $) 199920002001 Net Income$(8.2)$5.4$11.2 Depreciation & Amortization7.47.15.2 Other1.9(0.1)3.2 Cash from Operations1.112.419.6 Capital Expenditures(5.3)(2.9)(4.1) Acquisition/Investments(4.9)(9.0)9.0 Funding of Litigation Escrow--(12.7) Share Repurchase--(0.4) Proceeds from Sale of Assets/Stock Options-15.00.3 NET Borrowings (Repayments)7.8(10.1)(2.3) NET Increase (Decrease) in Cash$(1.3)$5.4$9.4

9. Engineering & Energy 9 EPS Growth 199920002001 Reported EPS$(1.00)$.65$1.33 Pro Forma EPS Core Operating Income17,79625,76631,424 Less Corporate Overhead(7,664)(7,715)(11,058) Operating Income10,13218,05120,366 Provisions for Income Tax (47% for 1999, 51% for 2001 and 45.5% for 2001) 4,764(9,206)(9,267) 5,3708,84511,099 Pro Forma EPS$0.66$1.07$1.32

10. Engineering & Energy 10 Financial Review: 1st QTR 2002

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

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

13. Engineering & Energy 13 Operating Margins (1st QTR)

14. Engineering & Energy 14 Stock Performance (24 mos.)

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

16. Engineering & Energy 16 Operations Review

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

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

19. Engineering & Energy 19 Four-Point Strategy Maximize the growth potential of the Energy business Optimize the overall performance of the Engineering business Innovate by investing to enhance service delivery methods Leverage the relationships and skills of the entire company Maximize the growth potential of the Energy business Optimize the overall performance of the Engineering business Innovate by investing to enhance service delivery methods Leverage the relationships and skills of the entire company

20. Engineering & Energy 20 Elements of Success n People n Performance n Profit n People n Performance n Profit

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

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

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

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

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

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

27. Engineering & Energy 27 2002 Focus n Balanced Scorecard Planning n Training n Branding the Baker Identity n Acquisitions n Tax Reduction n Balanced Scorecard Planning n Training n Branding the Baker Identity n Acquisitions n Tax Reduction

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

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

30. Engineering & Energy 30 Conclusion PASSION COMMITMENT CHANGE SPEED MAKE MONEY Energy Engineering

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