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MICHAEL BAKER CORPORATION

RedChip Partners Investor ConferenceSeptember 19, 2002

Engineering & Energy

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Engineering & EnergySafe HarborSafe 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.

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.

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Engineering & EnergySummary / HighlightsSummary / Highlights

Record Earnings in 2001

Focused on Two Segments Energy and Engineering

Leader in Professional Services Oil & Gas Production O&M

Transportation and Civil Infrastructure Engineering

Positioned for Margin Growth, Led by Energy Segment

Debt-free, Leverageable Balance Sheet

Recent Addition to Russell 2000

Currently Valued at 5x EBITDA

Record Earnings in 2001

Focused on Two Segments Energy and Engineering

Leader in Professional Services Oil & Gas Production O&M

Transportation and Civil Infrastructure Engineering

Positioned for Margin Growth, Led by Energy Segment

Debt-free, Leverageable Balance Sheet

Recent Addition to Russell 2000

Currently Valued at 5x EBITDA

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Engineering & EnergyDecade of PerformanceDecade of Performance

$150 $162 $165 $179$203

$228 $244

$39$43 $55

$69

$80

$121

$158

$93$127$115 $134

$43$42

$72 $45

$402

$199

$136$157

$349

$205$189

$283

$210$248

$179

$0

$100

$200

$300

$400

$500

1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001

Dollars in Millions

Engineering Energy

Co

nti

nu

ing

Bu

sin

es

s R

ev

en

ue

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Engineering & EnergyGlobal ReachGlobal Reach

Bangkok, ThailandBangkok, Thailand

Abu Dhabi, UAEAbu Dhabi, UAE

London, EnglandLondon, England

Caracas, VenezuelaCaracas, Venezuela

Mexico City, MexicoMexico City, Mexico

Lagos, NigeriaLagos, Nigeria

Pittsburgh, Pa. (HQ)Pittsburgh, Pa. (HQ)

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Engineering & EnergyKey Customer RelationshipsKey Customer Relationships

Engineering Engineering Energy Energy

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Engineering & EnergyFour-Point StrategyFour-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

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Engineering & EnergyCore Energy Service OfferingsCore Energy Service Offerings

Oil & Gas Operations & Maintenance Operations Engineering Competency-Based Training Supply Chain Management Total Asset Management

Oil & Gas Operations & Maintenance Operations Engineering Competency-Based Training Supply Chain Management Total Asset Management

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Engineering & EnergyMarkets and ServicesMarkets and Services

HoustonHouston

LafayetteLafayette

LondonLondon

LagosLagos

CaracasCaracas

BangkokBangkok

AnchorageAnchorage

Supply Chain ManagementSupply Chain Management

O&M ServicesO&M Services

ManpowerManpower

TrainingTraining

RecruitingRecruiting

Major and Large Independent Oil & Gas Producers

Major and Large Independent Oil & Gas Producers

LOC

ATIO

N

LOC

ATIO

N

SE

RV

ICE

S

SE

RV

ICE

SCUSTOMERSCUSTOMERS Abu DhabiAbu DhabiOperations EngineeringOperations Engineering

Total Asset ManagementTotal Asset Management

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Engineering & EnergyEnergy Differentiation of ServicesEnergy Differentiation of Services

OPCOSM

Integrated Services and Solutions for Global O&G Upstream Production Operations

Competency-Based Training and Nationalization Programs

OPCOSM

Integrated Services and Solutions for Global O&G Upstream Production Operations

Competency-Based Training and Nationalization Programs

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Engineering & EnergyEnergy Growth DriversEnergy Growth Drivers

ClientBaker Fixed Fee Income Annual Performance Bonus Shared Cost Savings

Reduced Operating Costs Increased Revenues Better Efficiencies

OPCOSM

Value CreationShared Savings

Leveraged Economies of Scale

Flexibility Reliability Innovation Asset Utilization Information Regulatory Compliance Safety

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Engineering & EnergyOur OPCO Potential MarketOur OPCO Potential Market

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Engineering & EnergyOur OPCO-Served MarketOur OPCO-Served Market

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Engineering & EnergyOPCO Diffusion CurveOPCO Diffusion Curve

Early AdoptersEarly Adopters Early MajorityEarly Majority Late MajorityLate Majority LaggardsLaggards

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Engineering & EnergyTarget Business ModelTarget Business Model

72.0% 70.0%

40.0%

28.0%

60.0%

30.0%

0.0%

25.0%

50.0%

75.0%

100.0%

2000 2001 Targets

% o

f E

ne

rgy

To

tal C

on

tra

ct

Re

ve

nu

es

OPCO All Other Services (Dom. & Int'l.)

OPCO@ 11-15%Margins

All Others@ 5-8%Margins

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Engineering & EnergyDeepwater OpportunitiesDeepwater Opportunities

Largest Supplier of Manpower to Deepwater GOM

Ops Engineering Support to New Facilities Worldwide

Largest Supplier of Manpower to Deepwater GOM

Ops Engineering Support to New Facilities Worldwide

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Engineering & EnergyAlliancesAlliances

Supply Chain Management Supply Chain Management

Total Asset Management Total Asset Management

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Engineering & EnergyThe Energy Value StepsThe Energy Value Steps

Ops. Eng.

Training

Contract Labor

OPCO

Supply Chain Management

Total Asset Management

VA

LU

E

TIME

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Engineering & EnergyCore Engineering Service OfferingsCore Engineering Service Offerings

Transportation Engineering Services Highways Bridges (Structures) Program Management Asset Management

Civil InfrastructureServices DoD / Federal Markets Water/Waste Water Cold Region Pipelines Asset Management

Transportation Engineering Services Highways Bridges (Structures) Program Management Asset Management

Civil InfrastructureServices DoD / Federal Markets Water/Waste Water Cold Region Pipelines Asset Management

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Engineering & EnergyFederal Budget ImpactFederal Budget Impact

1999 2000 2001 2002 2003 (E) 2004 (E)

? ?

Transportation Funding (Highways, Transit, Aviation)

Funding Redirects (Homeland Security, Emergency Response, FEMA, EPA, INS, etc.)

TEA-21 Reauthorization

• Baker Strengths: Highways, Bridges, Transit, Aviation

• Baker Strengths: CCMP, DoD, FEMA

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Engineering & EnergyEngineering HighlightsEngineering Highlights

New Work Added $290mm in 2001

$176mm in 2002

Won $145mm (2001/2002) in Open-End Contracts

with Department of Defense/Federal Programs

Selected as General Engineering Consultant for

Hampton Roads Third Crossing $4.5 Billion Total Project Cost

Won $10.4mm GIS Contract for NYC DEP

Successful Entry into Texas Market

New Work Added $290mm in 2001

$176mm in 2002

Won $145mm (2001/2002) in Open-End Contracts

with Department of Defense/Federal Programs

Selected as General Engineering Consultant for

Hampton Roads Third Crossing $4.5 Billion Total Project Cost

Won $10.4mm GIS Contract for NYC DEP

Successful Entry into Texas Market

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Engineering & EnergyAcquisition Growth OpportunitiesAcquisition Growth Opportunities

Geographic and Capacity Expansion Energy Opportunities Engineering Opportunities

Additional Capabilities Energy

Training Program Development Maintenance Management Systems

Engineering Water/Wastewater Asset Management

Geographic and Capacity Expansion Energy Opportunities Engineering Opportunities

Additional Capabilities Energy

Training Program Development Maintenance Management Systems

Engineering Water/Wastewater Asset Management

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Engineering & EnergyTotal RevenuesTotal Revenues

$390.7$403.2

$506.0

$401.8

$348.7

$281.9

$0

$100

$200

$300

$400

$500

$600

1999 2000 2001 2002 Est.

Do

lla

rs i

n M

illi

on

s

Total Reported Revenues Engineering Energy

$400-$410m

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Engineering & EnergyTotal RevenuesTotal Revenues

$97.8$104.8$102.7

$84.9

$102.7 $104.8

$0

$25

$50

$75

$100

$125

$150

2000 2001 2002

Do

lla

rs i

n M

illi

on

s

Total Reported Revenues Engineering Energy

Q2/Q2 Total Reported/Engineering/Energy RevenuesQ2/Q2 Total Reported/Engineering/Energy Revenues

$42.9

$61.9

$28.8

$56.1

$41.4

$61.3

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Engineering & EnergyOperating Performance(in Thousands of $)

Operating Performance(in Thousands of $)

Adjusted for $1 Million Non-Recurring ChargeAdjusted for $1 Million Non-Recurring Charge

1999 2000 2001TOTAL CONTRACT REVENUES

Total Reported $506,012 $390,710 $403,222Less Non-Core 223,236 41,625 1,372

ENERGY 80,158 120,708 158,236ENGINEERING 202,618 228,377 243,614

Total Core 282,776 349,085 401,850

TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums)Total Reported (511) 17,543 31,436% -.1% 4.5% 7.8%

ENERGY 4,252 9,759 12,842% 6.6% 8.1% 8.1%ENGINEERING 12,544 16,007 18,582% 6.2% 7.0% 7.6%

Total Core $17,796 $25,766 $31,424% 6.4% 7.4% 7.8%

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Engineering & EnergyOperating Performance (Q2/Q2)(in Thousands of $)

Operating Performance (Q2/Q2)(in Thousands of $)

2000 2001 2002TOTAL CONTRACT REVENUES

Total Reported $97,962 $102,652 $104,760Less Non-Core 12,871 - -

ENERGY 28,786 41,399 42,877ENGINEERING 56,105 61,253 61,883

Total Core 84,891 102,652 104,760

TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums)Total Reported 5,486 8,800 8,640% 5.6% 8.6% 8.2%

ENERGY 1,421 3,496 3,303% 4.9% 8.4% 7.7%ENGINEERING 3,787 5,462 6,147% 6.7% 8.9% 9.9%

Total Core $5,208 $8,958 $9,450% 6.1% 8.7% 9.0%

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Engineering & EnergyCash Flow(in millions of $)

Cash Flow(in millions of $)

1999 2000 2001Net Income $(8.2) $5.4 $11.2

Depreciation & Amortization 7.4 7.1 5.2Other 1.9 (0.1) 3.2

Cash from Operations 1.1 12.4 19.6

Capital Expenditures (5.3) (2.9) (4.1)Acquisition/Investments (4.9) (9.0) 9.0Funding of Litigation Escrow - - (12.7)Share Repurchase - - (0.4)Proceeds from Sale of Assets/Stock Options - 15.0 0.3NET Borrowings (Repayments) 7.8 (10.1) (2.3)

NET Increase (Decrease) in Cash $(1.3) $5.4 $9.4

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Engineering & EnergyBalance Sheet(in millions of $)

Balance Sheet(in millions of $)

1999 2000 2001ASSETSCash $3.7 $9.1 $18.5Short-Term Investment - 9.0 -A/R 77.4 67.7 67.6Cost in Excess of Billing 26.6 20.5 25.3

PPE 17.1 10.1 10.3Intangibles 14.6 10.8 9.8Other 15.6 10.2 20.1

$155.0 $137.4 $151.6LIABILITIESCurrent Portion LTD 3.5 2.2 -Trade A/P 28.9 25.7 21.9Accrued Other 62.9 59.1 68.2

Long-Term Debt 14.9 0.1 -

Owners’ Equity 44.8 50.3 61.5$155.0 $137.4 $151.6

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Engineering & EnergyEPS GrowthEPS Growth

1999 2000 2001 2002 Est.Reported

EPS $(1.00) $.65 $1.33 $1.25 - $1.30

Pro Forma EPSCore Operating Income 17,796 25,766 31,424Less Corporate Overhead (7,664) (7,715) (11,058)Operating Income 10,132 18,051 20,366

Provisions for Income Tax (47% for 1999, 51% for 2001 and 45.5% for 2001) 4,764 (9,206) (9,267)

5,370 8,845 11,099

Pro Forma EPS $0.66 $1.07 $1.32 $1.25 - $1.30

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Engineering & EnergyStock Performance (24 mos.)Stock Performance (24 mos.)

$7.13

$12.75

$8.93

$14.00$13.85

$11.55

$10.00

$12.26$12.70

$8.30

$8.25

$7.75

$8.13

$8.06

$7.75

$13.38$13.60

$15.20 $15.00

$14.00

$14.25$14.90

$15.48$15.00

$14.25

$13.75

$0.00

$2.00

$4.00

$6.00

$8.00

$10.00

$12.00

$14.00

$16.00

Clo

sin

g S

ha

re P

ric

e

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Engineering & EnergyOwnershipOwnership

Top Holders Shares

Baker ESOP 3,247,039

Lord Abbett & Co. 644,203

Wellington Management 485,000

Dimensional Fund Advisors 479,914

Goldman Sachs 409,400

Paradigm Capital Management 305,300

Corbyn Investment Management 263,737

Munder Capital Management 195,500

Dalton, Greiner 190,200

Tontine Management L.L.C. 146,800

Emerald Advisers 122,800

Fidelity Management 61,700

Top Holders Shares

Baker ESOP 3,247,039

Lord Abbett & Co. 644,203

Wellington Management 485,000

Dimensional Fund Advisors 479,914

Goldman Sachs 409,400

Paradigm Capital Management 305,300

Corbyn Investment Management 263,737

Munder Capital Management 195,500

Dalton, Greiner 190,200

Tontine Management L.L.C. 146,800

Emerald Advisers 122,800

Fidelity Management 61,700

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Engineering & EnergyFinancial HighlightsFinancial Highlights

Eliminated Series B Super Voting Shares

Secured $40 Million Credit Facility

Added 7 New Institutional Holders

Added to Russell 2000®

Litigation Escrow Released

Eliminated Series B Super Voting Shares

Secured $40 Million Credit Facility

Added 7 New Institutional Holders

Added to Russell 2000®

Litigation Escrow Released

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Engineering & EnergyConclusionConclusion

Energy Market Conditions Catalyst for Margin Growth

Transportation Infrastructure and DoD/Federal Markets Providing Opportunity

Debt-free, Leverageable Balance Sheet

Currently Valued at 5x EBITDA

Energy Market Conditions Catalyst for Margin Growth

Transportation Infrastructure and DoD/Federal Markets Providing Opportunity

Debt-free, Leverageable Balance Sheet

Currently Valued at 5x EBITDA

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MICHAEL BAKER CORPORATION

RedChip Partners Investor ConferenceSeptember 19, 2002

Engineering & Energy