Edgar Filing: BAKER MICHAEL CORP

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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
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[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

MICHAEL BAKER CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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[ X ] No fee required

MICHAEL BAKER CORPORATION
P.O. BOX 12259
PITTSBURGH, PENNSYLVANIA 15231-0259

March 30, 2001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2001

TO THE SHAREHOLDERS OF MICHAEL BAKER CORPORATION:

Notice is hereby given that the Annual Meeting of Shareholders of MICHAEL
BAKER CORPORATION (the "Company") will be held at the Pittsburgh Airport
Marriott, 777 Aten Rd., Coraopolis, Pennsylvania 15108 on Wednesday, April 25,
2001 at 10:00 a.m., local time, for the purpose of considering and acting upon
the following:

1. The election by the holders of the Common Capital Stock of the
Company of nine directors as follows to serve for a one-year term or until
their respective successors shall have been elected and shall have
qualified:

A. The election by the holders of Common Stock and Series B Common
Stock (voting together) of six directors; and

B. The election by the holders of Common Stock of three directors.

2. Such other matters as may properly be brought before the Annual
Meeting.

The close of business on March 1, 2001 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting, or any adjournments thereof, and
only shareholders of record on such date are entitled to notice of and to vote
at said Annual Meeting.

You may find up to four proxy cards enclosed. If you hold both Common Stock
and Series B Common Stock of the Company directly, you will find enclosed two
proxy cards. If you hold both Common Stock and Series B Common Stock of the
Company through the Michael Baker Corporation Employee Stock Ownership Plan and
Trust (the "ESOP"), you will find enclosed two proxy cards. The Company's 2000
Annual Report to Shareholders is also enclosed.

You are cordially invited to attend the Annual Meeting of Shareholders.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote.
You may vote by Internet by accessing "www.voteproxy.com;" or vote by signing,
dating and promptly returning the enclosed proxy card(s) in the enclosed
postage-paid envelope.

By Order of the Board of
Directors,

H. JAMES MCKNIGHT
Secretary
3

MICHAEL BAKER CORPORATION

PITTSBURGH, PENNSYLVANIA

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS-APRIL 25, 2001

GENERAL INFORMATION

The solicitation of the proxy or proxies enclosed with this proxy statement
is made on behalf of the Board of Directors of Michael Baker Corporation (the
"Company"), P.O. Box 12259, Pittsburgh, Pennsylvania 15231-0259, for the Annual
Meeting of Shareholders to be held on Wednesday, April 25, 2001 at 10:00 a.m. at
the Pittsburgh Airport Marriott, 777 Aten Rd., Coraopolis, Pennsylvania 15108.
It is expected that this Proxy Statement and proxies will be mailed to
shareholders on or about March 30, 2001.

The Company's Common Capital Stock is divided into two series, denominated
Common Stock and Series B Common Stock. Each share of Common Stock entitles the
holder thereof to one vote on all matters submitted to the shareholders, and
each share of Series B Common Stock entitles the holder thereof to ten votes on
all such matters. All matters submitted to a vote of shareholders are voted upon
by holders of Common Stock and Series B Common Stock voting together, except
that (i) holders of Common Stock and holders of Series B Common Stock are each
entitled to vote separately as a series on certain extraordinary transactions
involving the Company or on certain amendments to the Company's Articles of
Incorporation, and (ii) holders of Common Stock, voting separately as a class,
are entitled to elect one-fourth of the directors to be elected at a meeting
(other than those electable by holders of Cumulative Preferred Stock if any is
issued in the future), rounded, if necessary, to the next higher whole number.
Holders of Common Stock vote together with the holders of Series B Common Stock
on the election of the remaining directors (other than those electable by
holders of Cumulative Preferred Stock if any is issued in the future).

Holders of Common Stock and Series B Common Stock have cumulative voting
rights in the election of directors, including, in the case of the holders of
Common Stock, directors elected by such holders voting separately as a class.
Cumulative voting entitles each shareholder to that number of votes in the
election of directors as is equal to the number of shares which he holds of
record (multiplied by ten, in the case of Series B Common Stock) multiplied by
the total number of directors to be elected, and to cast the whole number of
such votes for one nominee or distribute them among any two or more nominees as
he chooses. Shares represented by proxies, unless otherwise indicated on the
proxy card, will be voted cumulatively in such manner that the number of shares
so voted for each nominee (and for any substitute nominated by the Board of
Directors if any nominee listed becomes unable or is unwilling to serve) will be
as nearly equal as possible. The six nominees receiving the highest number of
affirmative votes cast at the Annual Meeting by the holders of Common Stock and
Series B Common Stock, (voting together) and the three nominees receiving the
highest number of affirmative votes cast at the Annual Meeting by the holders of
the Common Stock, voting in person or by proxy, a quorum being present, will be
elected as directors.

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On March 1, 2001, the Company had outstanding 6,983,970 shares of Common
Stock (entitling holders to 6,983,970 votes) and 1,304,415 shares of Series B
Common Stock (entitling holders to 13,044,150 votes). Holders of Common Stock
and Series B Common Stock of record at the close of business on March 1, 2001
are entitled to notice of and to vote on all matters that may properly come
before the Annual Meeting, except that holders of Series B Common Stock may not
vote for the election of directors electable solely by the holders of Common
Stock.

The proxy solicited hereby may be revoked at any time before its exercise
by giving notice of revocation to the Secretary of the Company or by delivering
a proxy bearing a later date or by attending and voting at the Annual Meeting of
Shareholders or any adjournment thereof. Unrevoked proxies will be voted at the
Annual Meeting in accordance with the specifications made thereon, but in the
absence of such specifications will be voted FOR each proposal. Votes with
respect to certain extraordinary transactions, amendments to the Company's
Articles of Incorporation, and the election of directors will be counted as set
forth above. With respect to all other matters brought before the Annual
Meeting, the affirmative vote of the holders of shares representing the majority
of the votes cast at the Annual Meeting (in person or by proxy) will be required
to approve such matter.

The Board of Directors does not know of any other business that may be
presented for consideration at the 2001 Annual Meeting. If any other business
should properly come before the Annual Meeting, it is the intention of those
named in the Proxies solicited hereby to vote the shares represented by such
Proxies in accordance with their judgment on such matters.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

A proposal submitted by a shareholder for the regular annual meeting of
shareholders to be held in 2002 must be received by the Secretary, Michael Baker
Corporation on or prior to November 30, 2001 in order to be eligible for
inclusion in the Company's Proxy Statement for that annual meeting. In
connection with the 2002 Annual Meeting of Shareholders, if the Company does not
receive notice of a matter or proposal to be considered, on or before February
13, 2002, then the persons appointed by the Board of Directors to act as proxies
for such annual meeting will be allowed to use their discretionary voting
authority with respect to any such matter or proposal raised at such annual
meeting.

Section 2.01.1 of the Company's By-Laws sets forth procedures by which
shareholders may nominate candidates for election as directors.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as to the beneficial
ownership of the Company's Common Stock and Series B Common Stock as of March 1,
2001 held by each person known by the Board of Directors of the Company to own
beneficially more than 5% of the outstanding shares of Common Stock or Series B
Common Stock of the Company, by each director and nominee, by each of the
executive officers named in the Summary Compensation Table included elsewhere in
this Proxy Statement (the "Summary Compensation Table"), and by all directors
and executive officers as a group. The Michael Baker Corporation Employee Stock
Ownership Plan and Trust (the "ESOP") holds 72.1% of the voting power of the
Company's outstanding Common Capital Stock. The information in the table
concerning beneficial ownership is based upon information furnished to the
Company by or on behalf of the persons named in the table.

COMMON STOCK SERIES B COMMON STOCK
----------------------------- ---------------------------
NUMBER OF NUMBER OF
SHARES AND SHARES AND
NATURE OF NATURE OF
BENEFICIAL BENEFICIAL
NAME OWNERSHIP(1) PERCENT OWNERSHIP(1) PERCENT
---- ------------ ------- ------------ -------

Michael Baker Corporation 2,197,496 31.5 1,223,325 93.7
Employee Stock Ownership
Plan and Trust(1)
Michael Baker Corporation
P.O. Box 12259
Pittsburgh, PA 15231-0259
Goldman, Sachs Asset Management(2) 1,143,300 16.4 None --
85 Broad Street
New York, NY 10004
Lord, Abbett & Co.(3) 669,400 9.6 None --
90 Hudson Street
Jersey City, NJ 07302
Dimensional Fund Advisors Inc.(4) 481,214 6.9 None --
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Seacor Smit, Inc.(5) 393,800 5.6 None --
1370 Avenue of the Americas
25th Floor
New York, NY 10019
Robert N. Bontempo 6,000(8) * None --
Nicholas P. Constantakis 11,500(8) * None --
William J. Copeland 9,300(8) * None --
Donald P. Fusilli, Jr. 47,704(6)(8) * 10,332(7) *
Roy V. Gavert, Jr. 7,500(8) * None --
Thomas D. Larson 8,555(8) * None --
H. James McKnight 18,203(6)(8) * 676(7) *
John E. Murray, Jr. 6,000(8) * None --
Pamela S. Pierce None -- None --
Richard L. Shaw 64,205(8) * None --
John D. Whiteford 7,048(6)(8) * 3,870(7) *
Michael D. Whitten 503(6) * 22(7) *
Edward L. Wiley 56,805(6)(8) * 18,901(7)
All Directors and 260,165(6)(8) 3.7 36,280(7) *
Executive Officers as a group
(16 persons)

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*Less than 1%

(1) Under regulations of the Securities and Exchange Commission, a person who
has or shares voting or investment power with respect to a security is
considered a beneficial owner of the security. Voting power is the power to
vote or direct the voting of shares, and investment power is the power to
dispose of or direct the disposition of shares. Unless otherwise indicated
in the other footnotes below, each person has sole voting power and sole
investment power as to all shares listed opposite his name. The ESOP
requires the trustee to vote the shares held by the trust in accordance with
the instructions from the ESOP participants for all shares allocated to such
participants' accounts. Allocated shares for which no such instructions are
given and shares not allocated to the account of any employee are voted by
the trustee in the same proportion as the votes for which participant
instructions are given. In the case of a tender offer, allocated shares for
which no instructions are given are not voted or tendered, and shares not
allocated to the account of any employee are voted by the trustee in the
same proportion as the votes for which participant instructions are given.

(2) According to the Schedule 13G dated February 14, 2001, Goldman, Sachs Asset
Management had the right to dispose of 1,143,300 shares of Common Stock but
the right to vote only 895,400 shares of Common Stock.

(3) According to the Schedule 13G dated January 19, 2001, Lord, Abbett & Co. had
the right to vote and dispose of 669,400 shares of Common Stock.

(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the "Funds" according to the
Schedule 13G, dated as of February 2, 2001 filed by Dimensional. In its role
as investment advisor or manager, Dimensional possesses voting and/or
investment power over the securities of the Company described in the
Schedule 13G that are owned by the Funds. All securities reported in this
schedule are owned by the Funds. Dimensional disclaims beneficial ownership
of such securities.

(5) According to Schedule 13D dated January 19, 2001, Seacor Smit, Inc. had the
right to vote and dispose of 393,800 shares of Common Stock.

(6) Includes the number of shares of Common Stock indicated for each of the
following persons or group which are allocated to their respective accounts
as participants in the ESOP and as to which they are entitled to give
binding voting instructions to the trustee of the ESOP: Mr. Fusilli (13,769
shares); Mr. McKnight (2,621 shares); Mr. Whiteford (4,378 shares); Mr.
Whitten (503 shares); Mr. Wiley (20,736 shares); and directors and officers
as a group (48,626 shares). ESOP holdings have been rounded to the nearest
full share.

(7) Includes the number of shares of Series B Common Stock indicated for each of
the following persons or group which are allocated to their respective
accounts as participants in the ESOP and as to which they are entitled to
give binding voting instructions to the trustee of the ESOP: Mr. Fusilli
(10,332 shares); Mr. McKnight (676 shares); Mr. Whiteford (3,870 shares);
Mr. Whitten (22 shares); Mr. Wiley (18,901 shares); and directors and
officers as a group (36,280 shares). ESOP holdings have been rounded to the
nearest full share.

(8) Includes the number of shares of Common Stock issuable pursuant to stock
options which may be exercised within 60 days of March 1, 2001: Mr. Bontempo
(4,000 shares); Mr. Constantakis (1,000 shares); Mr. Copeland (5,000
shares); Mr. Fusilli (33,935 shares); Mr. Gavert (5,000 shares); Mr. Larson
(4,000 shares); Mr. McKnight (15,582 shares); Mr. Murray (4,000 shares); Mr.
Shaw (54,000 shares); Mr. Whiteford (2,670 shares); Mr. Wiley (33,069
shares); and all directors and officers as a group (172,479 shares).

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PROXY PROPOSAL NO. 1
ELECTION OF DIRECTORS

Nine directors will be elected for a one-year term expiring on the date of
the next Annual Meeting of Shareholders or until their respective successors
shall have been elected and shall have qualified. Six directors are to be
elected by the holders of Common Stock and Series B Common Stock voting
together, and three directors are to be elected solely by the holders of Common
Stock. The persons named in the enclosed proxies intend to vote for the nominees
whose names appear below. Although it is expected that all such nominees will be
available for election, if any of them becomes unable or is unwilling to serve
at the time the election occurs, it is intended that shares represented by
proxies will be voted for the election of the other nominees named and such
substituted nominees, if any, as shall be designated by the Company's Board of
Directors.

The following table sets forth certain information regarding the nominees
as of March 1, 2001. All of the nominees were elected directors by the Company's
shareholders at the 2000 Annual Meeting except for Ms. Pierce and Mr. Fusilli.
Ms. Pierce was appointed to the Board on December 14, 2000 to fill a vacancy.
Mr. Fusilli was nominated to fill a vacancy created by an increase in the size
of the Board from eight to nine members. Except as otherwise indicated, each
nominee has held the principal occupation listed or another executive position
with the same entity for at least the past five years.

DIRECTOR PRINCIPAL OCCUPATION; OTHER
NOMINEE SINCE DIRECTORSHIPS; AGE
------- -------- ---------------------------

TO BE ELECTED BY HOLDERS OF COMMON STOCK AND SERIES B COMMON STOCK
Robert N. Bontempo 1997 Associate Professor of International Business at
Columbia University Graduate School of Business
since July 1994; formerly Assistant Professor of
International Business at Columbia University
Graduate School of Business from July 1989 to July
1994; Fellow at the Center for Advanced Study at
Stanford University, Summer 1992; formerly
Personnel Research Analyst at IBM Corporate
Headquarters; Age 42

Nicholas P. Constantakis 1999 Retired. Formerly Partner, Andersen Worldwide SC
(independent public accountants and consultants)
from prior to 1994 to September 1997; Director or
Trustee of various investment companies affiliated
with Federated Investors; Age 61

Thomas D. Larson 1993 Self employed (consultant); formerly
Administrator, United States Federal Highway
Administration until January 1992; formerly
Secretary of the Pennsylvania Department of
Transportation; formerly Professor of Engi-
neering, The Pennsylvania State University; Age 72

Donald P. Fusilli, Jr. -- President and Chief Operating Officer since May
2000; formerly Executive Vice President - Energy
since 1994; formerly Executive Vice President,
General Counsel and Secretary from October 1991 to
July 1994; formerly Vice President, General
Counsel and Secretary from December 1989 to
October 1991; Age 49

John E. Murray, Jr. 1997 President and Professor of Law of Duquesne
University since July 1988; formerly University
Distinguished Service Professor at University of
Pittsburgh; formerly Dean of Villanova University
School of Law; formerly Acting Dean and Professor
at Duquesne University School of Law; Director or
Trustee of various investment companies affiliated
with Federated Investors; Age 68

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DIRECTOR PRINCIPAL OCCUPATION; OTHER
NOMINEE SINCE DIRECTORSHIPS; AGE
------- -------- ---------------------------

Richard L. Shaw 1966 Chairman of the Board and Chief Executive Officer,
since September 1999; formerly Chairman of the
Board since September 1994; formerly Chairman of
the Board, President and Chief Executive Officer
of the Company from September 1993 through
September 1994; formerly President and Chief
Executive Officer of the Company from April 1984
to May 1992; Director of L.B. Foster Company
(manufacturing); Age 73

TO BE ELECTED SOLELY BY HOLDERS OF COMMON STOCK
William J. Copeland 1983 Retired; formerly Chairman of the Board of the
Company; formerly Vice Chairman of the Board of
PNC Financial Corp. and Pittsburgh National Bank;
Director or trustee of various investment
companies affiliated with Federated Investors; Age
82

Roy V. Gavert, Jr. 1988 President and Chief Executive Officer of Kiplivit
North America, Inc. (manufacturing) since July
1995; formerly Managing Director of World Class
Processing, Inc. (manufacturing); formerly
principal of the Horton Company (manufacturer of
valves for household appliances); formerly
Managing Director of Gavert Wennerholm & Co.
(venture capital); formerly Managing Director of
Eagle Capital, Inc. (investment bank and venture
capital); formerly Executive Vice President,
Westinghouse Electric Corporation; Age 67

Pamela S. Pierce 2000 President and Chief Executive Officer of Mirant
Americas Energy Capital LP since September 2000;
formerly Vice President Business Development
Vastar Resources , Inc. from February 1996 to
September 2000; formerly Offshore Gulf of Mexico
Business Unit Manager, Vastar Resources Inc. from
January 1993 to February 1996; Age 46

BOARD AND COMMITTEE MEETINGS

During 2000 there were ten meetings of the Company's Board of Directors.
The Executive Committee of the Board of Directors, of which Messrs., Shaw,
Gavert and Murray are members, held six meetings. The Audit Committee of the
Board of Directors, of which Messrs. Bontempo, Constantakis and Murray are
members, held five meetings. All Audit Committee members are independent as
defined by the American Stock Exchange listing standards. The Compensation
Committee, of which Messrs. Bontempo, Gavert, and Larson are members, held seven
meetings. The Nominating/Governance Committee, of which Messrs. Bontempo,
Copeland, and Murray are members held two meetings. The Executive Search
Committee, of which Messrs. Bontempo, Larson, and Murray are members, held one
meeting. All directors attended at least 75% of the total number of meetings of
the Board of Directors and of the total number of meetings of committees of the
Board of which they were members.

The Executive Committee was established with all the powers and the right
to exercise all the authority of the Board of Directors in the management of the
business and affairs of the Company. The Audit Committee acts under a written
charter which was adopted by the Board of Directors on May 23, 2000, a copy of
which is attached hereto as Appendix A. The functions performed by the Audit
Committee include recommending the independent accountants, reviewing with the
independent accountants the plan for, and the results of, the auditing
engagement, approving professional services provided by the independent
accountants

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prior to the performance of such services, reviewing the independence of the
independent accountants, and reviewing the Company's system of internal
accounting controls. The Audit Committee has considered whether the independent
public accountant's provision of non-audit related services is compatible with
maintaining the independence of the independent public accountants. The
Compensation Committee reviews and recommends to the Board the compensation of
senior executive personnel and directors. The Nominating/Governance Committee
was established to consider and recommend candidates to sit on the Board of
Directors. The Executive Search Committee was formed to identify and recommend a
new Chief Executive Officer.

AUDIT COMMITTEE REPORT

We have reviewed and discussed the consolidated balance sheet of Michael
Baker Corporation and subsidiaries (the Company) as of December 31, 2000, and
the related consolidated statements of income, shareholders investment and cash
flows, for the year then ended, with management of the Company. These financial
statements which are the responsibility of the Company's management, are
included in the Company's Annual Report to Shareholders and in the Company's
Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
They have been audited by PricewaterhouseCoopers LLP, independent public
accountants, and their report thereon which accompanies the financial statements
is an important part of the Company's reporting responsibility to its
shareholders. Our responsibility is to review the financial statements and hold
discussions with Company management and the independent public accountants and
based on this work make a recommendation to the Board of Directors of the
Company.

We have met with the independent public accountants and discussed the
matters that they are required to communicate to us by Statement on Auditing
Standards No. 61 (Communication with Audit Committees), as amended. These items
include, but are not limited to, significant issues identified during the audit
such as management judgments and accounting estimates, accounting policies,
proposed audit adjustments, financial statement disclosure items and internal
control issues, and if there were any disagreements with management or
difficulties encountered in performing the audit.

The Company's independent public accountants also provided us with written
disclosures required by Independence Standards Board Statement No. 1
(Independence Discussions with Audit Committees). We have met with and discussed
that firm's independence.

Based on our review and discussions, described in the above three
paragraphs, we have recommended to the Company's Board of Directors that the
aforementioned 2000 audited financial statements be included in the Company's
Annual Report on Form 10-K for filing with the Securities and Exchange
Commission.

This report is submitted by the Audit Committee of the Company's Board of
Directors.

Robert N. Bontempo Nicholas P. Constantakis John E. Murray, Jr.

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DIRECTORS AND OFFICERS

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information regarding compensation
received by the Chief Executive Officer and the five remaining most highly
compensated executive officers of the Company for the last three completed
fiscal years.

SUMMARY COMPENSATION TABLE

ANNUAL LONG-TERM
COMPENSATION COMPENSATION
-------------------- ------------
SHARES OF
COMMON STOCK
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(1) COMPENSATION(2)
--------------------------- ---- ------ ----- ------------ ---------------

Richard L. Shaw(3) 2000 $400,000 $50,000 -- $ 11,124
Chairman and 1999 $127,100 $ -- 51,000 $ 2,995
Chief Executive Officer 1998 $ -- $ -- 1,000 --

Donald P. Fusilli, Jr.(4) 2000 $309,553 $50,000 -- $ 86,657
President and 1999 $220,000 -- -- $ 11,188
Chief Operating Officer 1998 $201,200 $23,022 27,480 $ 10,000

Michael D. Whitten 2000 $157,749 $41,746 -- $140,242
Executive Vice President 1999 $ 93,468 $ 7,789 -- $ 21,803
--Energy 1998 $ -- $ -- -- $ --

H. James McKnight 2000 $215,034 $25,000 -- $ 11,973
Executive Vice President, 1999 $182,000 $ 8,123 -- $ 11,051
General Counsel and Secretary 1998 $167,500 $ -- 22,886 $ 11,475

Edward L. Wiley 2000 $226,200 $ -- -- $ 11,950
Former Executive Vice President 1999 $218,600 -- -- $ 11,837
--Civil 1998 $206,200 $11,068 28,664 $ 11,400

John D. Whiteford 2000 $175,833 $38,002 -- $ 67,309
Executive Vice President 1999 $140,484 $ 1,166 3,561 $ 7,485
Engineering - North Region 1998 $ 85,498 $ 9,314 -- $ 4,363

---------

(1) No stock options were granted to the executive officers in 2000. During
1999, of the named executive officers, only Richard L. Shaw was granted
stock options. Stock options were granted on February 27, 1998, under the
Company's 1995 Stock Incentive Plan. In addition, the Company also granted
stock options under the Company's 1995 Stock Incentive Plan to the executive
officers on April 23, 1998, which will vest in 2006.

(2) Includes matching contributions made by the Company under its 401(k) plan
paid on behalf of the following individuals in 2000, 1999, and 1998: Mr.
Fusilli, $10,500, $10,000, and $10,000; Mr. Whitten, $8,332, $3,967, and $0;
Mr. McKnight, $9,651, $9,186, and $9,257; Mr. Wiley, $10,500, $10,000 and
$10,000; and Mr. Whiteford, $8,862, $7,485, and $6,992. Also includes group
life insurance premiums paid by the Company on behalf of the following
individuals in 2000, 1999, and 1998, respectively: Mr. Shaw, $11,124,
$2,295, and $0; Mr. Fusilli, $841, $1,188, and $0; Mr. Whitten, $58, $0, and
$0; Mr. McKnight, $2,322, $1,865, and $2,218; Mr. Wiley, $1,450, $1,837, and
$1,400; and Mr. Whiteford, $540, $0 and $0. Includes $113,228 in foreign
taxes paid on behalf of Mr. Whitten incurred as an expatriate living abroad,
and $75,316 and $57,907 in relocation expenses paid on behalf of Messrs.
Fusilli and Whiteford, respectively.

(3) Mr. Shaw became the Chairman and Chief Executive Officer on September 7,
1999. The amounts set forth in Mr. Shaw's "Annual Compensation" are the
actual amounts paid to Mr. Shaw for the period from September 7, 1999 based
on an annual salary of $400,000.

(4) Mr. Fusilli was elected President and Chief Operating Officer of the Company
effective March 10, 2000.

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AGGREGATED OPTION EXERCISES IN 2000

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE DECEMBER 31, 2000 DECEMBER 31, 2000
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ----------- -------- ------------------------------- ----------------------------

Richard L. Shaw 0 0 35,117/14,883 $35,117/$14,883
0 0 4,000/0(2) $ 3,000/$0(2)
Donald P. Fusilli, Jr. 0 0 32,190/22,248 $ 26,958/$0
Michael D. Whitten 0 0 0/0 $ 0/$0
H. James McKnight 0 0 14,113/18,497 $ 9,706/$0
Edward L. Wiley 0 0 31,278/22,791 $ 25,908/$0
John D. Whiteford 0 0 1,780/0 $ 0/$0

---------

(1) Based on the exercise price and fair market value of the Common Stock as of
December 31, 2000.

(2) Stock options granted under the 1996 Non-employee Directors' Stock Incentive
Plan prior to Mr. Shaw becoming an employee in September 1999.

COMPENSATION OF DIRECTORS

Compensation for non-employee directors during 2000 was set as follows:
Annual retainer--$15,000; Attendance at each regularly scheduled or special
meeting of the Board of Directors--$1,000; Attendance at a Board of Directors
committee meeting--$500; Telephonic attendance at a Board of Directors or
committee meeting--$100; Additional annual retainer for chairman of the Board of
Directors--$5,000; and Additional annual retainer for committee
chairmen--$2,500.

The Compensation Committee, with the assistance of William M. Mercer, a
compensation consulting firm, reviewed compensation for non-employee directors
in the context of similar policies among peer companies. Following that review,
the annual retainer paid to non-employee directors was increased by $2,000 and
the amount paid for attendance at committee meetings was increased by $250,
effective in 2001.

In addition, non-employee directors participate in the 1996 Non-employee
Directors' Stock Incentive Plan, which provides long-term incentive compensation
to eligible directors. Under this plan, each member of the Board of Directors
who was not an employee of the Company or any of its subsidiaries was granted
500 restricted shares and an option to purchase 1,000 shares of Common Stock on
the first business day following the Annual Meeting of Shareholders in 2000.
During 2000, the Compensation Committee, with the assistance of William M.
Mercer, reviewed the plan in the context of similar plans among peer companies.
Based on its review, the Compensation Committee recommended to the Board of
Directors that the plan be amended to increase by 500 the number of restricted
shares and by 1,000 the number of options granted to each non-employee director
on the first business day following each Annual Meeting of Shareholders
beginning in 2001. The Board approved the amendment on February 21, 2000. In
line with the Company's compensation philosophy, the largest increases for
directors' compensation were in the "at-risk" category as described in the
Compensation Committee report.

EMPLOYMENT CONTINUATION AGREEMENTS

The Company entered into Employment Continuation Agreements with Messrs.
Fusilli, McKnight, Whiteford and Whitten. Under the agreements with Messrs.
Fusilli and McKnight, the executives agree to remain in the employ of the
Company for thirty-six months following the date of a change of control (as
defined in the agreements), and the Company agrees to provide salary and
benefits at levels commensurate with those prior to the change of control for
that period. The agreements further provide that if the executive's employment
is terminated by reasons other than death, disability, voluntary termination
(except a voluntary termination for good reason as defined in the agreements),
or is terminated by the Company other than for cause (as defined in the
agreements) during this period, the Company will pay the executives their (i)
earned

9
12

salary, (ii) a severance amount equal to three times the sum of the executives'
annual base salary and the average bonus for the five fiscal years preceding the
change of control, and (iii) obligations accrued under applicable benefit plans
and programs, and continue their benefits for three years. The payments under
the agreements may be subject to reduction to the extent that they are
considered excess parachute payments under the Internal Revenue Code.
Furthermore, the executives will under certain circumstances receive similar
benefits if their employment is terminated in contemplation of a change of
control and a change of control occurs within one year following such
terminations.

The agreements with Messrs. Whiteford and Whitten are essentially the same
except that the executives agree to remain in the employ of the Company for
twenty-four months following a change of control and the severance amount is an
amount equal to two times the sum of the executive's annual base salary and the
average bonus for the five fiscal years preceding the change of control with
continued benefits for two years.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
and Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement in whole or in part, the following report and the
Stock Performance Graph on page 12 shall not be incorporated by reference into
any such filings.

REPORT OF THE COMPENSATION COMMITTEE

Introduction

Decisions regarding compensation of the Company's executives generally are
made by a three-member Compensation Committee of the Board. In 2000 the
Compensation Committee consisted of Dr. Larson as the Chairman and Messrs.
Bontempo and Gavert.

All recommendations of the Compensation Committee relating to compensation
of the Company's executive officers are reviewed and approved by the full Board.
Set forth below is a report submitted by Messrs. Larson, Bontempo and Gavert in
their capacity as the Board's Compensation Committee addressing the Company's
compensation policies for 2000 as they affected executive officers of the
Company.

Compensation Philosophy

The Company refocused its philosophy on compensation towards placing a
greater share of employee compensation "at risk", thereby rewarding employees
based on the overall performance of the Company, and adopting a new
"line-of-sight" annual incentive compensation plan for 2001 to energize this
philosophy. The following are the Company's compensation objectives:(i) to
attract and retain executive officers and other key employees of outstanding
ability, and to motivate all employees to perform to the full extent of their
abilities; (ii) to ensure that pay is competitive with other leading companies
in the Company's industry; (iii) to reward executive officers for corporate,
group and individual performance; and (iv) to ensure that total compensation to
the executive officers as a group is not disproportionate when compared to the
Company's total employee population.

Compensation

The Compensation Committee retains the services of Hewitt Associates, a
compensation consulting firm, to assist the Committee in connection with
performance of its duties. Hewitt Associates provides ongoing advice to the
Committee with respect to the reasonableness of compensation paid to executive
officers of the Company. In addition, for a review of directors' compensation
and to assist in the development of new annual and long-term incentive
compensation plans and policies, the Compensation Committee retained William M.
Mercer, a compensation consulting firm.

Pursuant to the terms of his employment agreement with the Company, Mr.
Shaw, as the Chief Executive Officer of the Company, was paid an annual salary
of $400,000 in 2000. In addition, Mr. Shaw is entitled to participate in all
compensation plans and programs for which he is eligible as an executive officer
of the Company, to receive all benefits provided to the Company's executives and
to receive a supplemental retirement benefit of $5,000 per month. Mr. Shaw was
also paid a bonus of $50,000 based upon the Compensation Committee's review of
attainment of certain of the Company's performance goals during 2000.
10
13

Also, during 2000 certain life insurance premiums in the amount of $11,124 were
paid on Mr. Shaw's behalf. Pursuant to the terms of a previously granted option
to purchase 50,000 shares of Common Stock under the 1995 Stock Incentive Plan,
14,883 of such options became exercisable on January 2, 2000.

The Company applies a compensation program consisting of base salary,
annual incentive compensation and long-term incentive compensation. In
determining base salaries for 2000, the Compensation Committee reviewed the
relationship of an executive's compensation to that of other executive officers
of the Company, similar executive officers in comparable companies, and the
Company's current and projected growth and profitability performance. In
determining annual and long-term incentive compensation, the Compensation
Committee reviewed the Company's performance in 2000.

The Chief Executive Officer recommends to the Compensation Committee salary
adjustments for executive officers. The Committee reviews these recommendations
in light of the above factors. A final comparison is made to verify that the
total percentage increase in compensation paid to the executive officers as a
group is not disproportionate to the percentage increase applicable to other
Company employee groups.

In keeping with its philosophy of increasing the portion of employee
compensation "at-risk", the Committee recommended and the Board approved a new
Line-of-Sight 2001 Incentive Compensation Plan, in which all employees will have
an opportunity to participate beginning in 2001. Under the Plan, the Committee
established a Company performance goal measured by earnings per share. Upon
achievement of the Company earnings per share performance goal and other Company
goals established based upon an employee's group within the Plan, the employee
may receive payment of an incentive award up to the amount of a preestablished
incentive target. The incentive targets are based upon market comparisons to
ensure that incentive compensation opportunities are competitive with other
leading companies in the Company's industry. Providing an incentive compensation
payment opportunity contingent upon the achievement of the Company's performance
goals facilitates the objective of establishing a clear line of sight between
the overall performance of the Company and the individual contribution of each
employee.

1995 Stock Incentive Plan

The 1995 Stock Incentive Plan provides long-term incentive compensation to
eligible employees. The Compensation Committee retained the services of William
M. Mercer, a compensation consulting firm, to assist the Committee in evaluating
its practice of granting stock options relative to practices of other publicly-
traded companies engaging in one or more lines of business comparable to those
of the Company. In connection with this evaluation, the Compensation Committee
intends to revise its guidelines relative to the grant of stock options.

Stock options are awarded based on the Compensation Committee's judgment
concerning the position and responsibilities of the employee being considered,
the nature and value of his or her services, his or her current contribution to
the success of the Company, the employee's cash compensation, the expected rate
of appreciation in the value of the stock option, and any other factors which
the Compensation Committee may deem relevant. Stock option awards tie the
interests of employees to the long-term performance of the Company, and provide
an effective incentive for employees to create shareholder value over the long
term since the full benefit of the compensation package cannot be realized
unless an appreciation in the Company's stock price occurs over a number of
years.

The Committee determined not to make an annual grant of stock option awards
in 2000. In 2001, the Committee will consider the grant of stock options to
executive officers and other key employees in the context of motivating
strategic behavior beneficial to the Company's long-term performance.

This report is submitted by the Compensation Committee of the Company's
Board of Directors.

Robert N. Bontempo Roy V. Gavert, Jr. Thomas D. Larson

11
14

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPANTS

The members of the Compensation Committee in 2000, Robert N. Bontempo, Roy
V. Gavert, Jr. and Thomas D. Larson, are non-employee directors. During 2000, no
executive officer of the Company served on a compensation committee (or other
board committee performing equivalent functions) or on the board of directors of
any entity (other than the Company's Board of Directors) related to any member
of the Company's Board of Directors.

STOCK PERFORMANCE GRAPH

The line graph below compares, for the five year period commencing December
31, 1995, the yearly percentage change in the cumulative total shareholder
return on the Company's Common Stock with the cumulative total return of the S&P
500 Index, the Russell 2000 Index, and a peer group identified by the Company to
best approximate the Company's diverse business groups.

The peer group was selected to include publicly-traded Companies engaging
in one or more of the Company's lines of business: engineering, construction
management and operations and maintenance.

The peer group consists of the following Companies: Kaiser Group
International, Inc., STV Group International, Inc., Tetra Tech, Inc., URS Corp.,
and Roy F. Weston, Inc. Harding Lawson Associates Group, Inc. and Stone &
Webster, Inc., which were formerly included in the peer group, were acquired and
are no longer publicly-traded.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS*
AMONG MICHAEL BAKER CORPORATION, THE S&P 500 INDEX,
THE RUSSELL 2000 INDEX

MICHAEL BAKER
CORPORATION PEER GROUP RUSSELL 2000 S&P 500
------------- ---------- ------------ -------

12/95 100 100 100 100
12/96 128 94 117 123
12/97 195 126 143 164
12/98 195 192 139 211
12/99 133 147 168 255
12/00 155 227 163 232

* Assumes $100 invested on December 31, 1995 in the Company's Common Stock, the
peer group, the S&P 500 Index, and the Russell 2000 Index, and assumes
reinvestment of dividends.

12
15

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the Securities and Exchange Commission (the "Commission") initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Such persons are required by Commission
regulation to furnish the Company with copies of all Section 16(a) forms which
they file. The Company believes that all such filing requirements applicable to
its executive officers and directors were complied with in 2000, except that
William J. Copeland and Thomas D. Larson each made a late filing to report a
purchase, and Mr. Mooney's initial filing on Form 3 was made late. In making the
disclosure under this paragraph the Company has relied solely on written
representations of its directors and executive officers and copies of the
reports that they have filed with the Commission.

TRANSACTIONS WITH MANAGEMENT

The Company entered into an employment agreement with Richard L. Shaw in
April 1988, which agreement was supplemented in March 1992, October 1994, June
1995, March 1998 and September 1999. Mr. Shaw is currently compensated as Chief
Executive Officer at an annual salary of approximately $425,000. In addition,
pursuant to the agreement, the Company covers costs of health insurance,
reimburses actual out-of-pocket expenses and maintains a life insurance policy
for Mr. Shaw. This agreement also provides for a supplemental retirement benefit
of $5,000 per month commencing on expiration of the agreement.

AUDITORS

The Board of Directors of the Company has selected the independent
accounting firm of PricewaterhouseCoopers LLP ("PwC") to examine the financial
statements of the Company for 2001.

PwC audited the financial statements of the Company for 2000. The Board of
Directors expects that representatives of PwC will be present at the Annual
Meeting of Shareholders and, while such representatives do not currently plan to
make a statement at the Annual Meeting, they will be available to respond to
appropriate questions.

AUDIT FEES

The Company was billed $315,100 in aggregate fees for the professional
services rendered by the independent public accountants for the audit of its
financial statements for the year ended December 31, 2000, and the reviews of
its financial statements included in its Forms 10-Q for the 2000 fiscal year.

FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES

The independent public accountants did not bill the Company for any
financial information system design and implementation fees for services
rendered in 2000.

ALL OTHER FEES

In addition to the audit fees described above, the independent public
accountants billed the Company $345,451 in aggregate fees for other professional
services rendered in 2000. Such fees were primarily for tax services.

13
16

OTHER MATTERS

The Board of Directors does not know at this time of any other or further
business that may come before the Annual Meeting, but, if any such matters
should hereafter become known or determined and be properly brought before such
Annual Meeting for action, the proxy holders will vote upon the same according
to their discretion and best judgment.

The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, in a limited number of instances, officers, directors and
regular employees of the Company may, for no additional compensation, solicit
proxies in person or by telephone to vote for all nominees.

By Order of the Board of
Directors,

H. JAMES MCKNIGHT
Secretary
March 30, 2001

14
17

APPENDIX A
MICHAEL BAKER CORPORATION

CHARTER -- AUDIT COMMITTEE

(ADOPTED AS OF MAY 23, 2000)

COMMITTEE ROLE

The committee's role is to act on behalf of the board of directors and
oversee all material aspects of the company's reporting, control, and audit
functions, except those specifically related to the responsibilities of another
standing committee of the board. The audit committee's role includes a
particular focus on the qualitative aspects of financial reporting to
shareholders and on company processes for the management of business/financial
risk and for compliance with significant applicable legal, ethical, and
regulatory requirements.

The role also includes coordination with other board committees and
maintenance of strong, positive working relationships with management, external
and internal auditors, counsel, and other committee advisors.

COMMITTEE MEMBERSHIP

The committee shall consist of at least three independent board members.
Committee members shall have (1) knowledge of the primary industries in which
the company operates; (2) the ability to read and understand fundamental
financial statements; and (3) the ability to understand key business and
financial risks and related controls and control processes. The committee shall
have access to its own counsel and other advisors at the committee's sole
discretion.

One member should be literate in business and financial reporting and
control, including knowledge of the regulatory requirements and should have past
employment experience in finance or accounting or other comparable experience or
background. Committee appointments and committee chairman shall be approved
annually by the full board upon recommendation of the Chairman of the Board.

COMMITTEE OPERATING PRINCIPLES

The committee shall fulfill its responsibilities within the context of the
following overriding principles:

- Communications -- The chairperson and others on the committee shall, to the
extent appropriate, have contact throughout the year with senior management,
other committee chairpersons, and other key committee advisors, external and
internal auditors, etc., as applicable, to strengthen the committee's
knowledge of relevant current and prospective business issues.

- Committee Education/Orientation -- The committee, with management, shall
develop and participate in a process for review of important financial and
operating topics that present potential significant risk to the company.
Additionally, individual committee members are encouraged to participate in
relevant and appropriate self-study education to assure understanding of the
business and environment in which the company operates.

- Meeting Agenda -- Committee meeting agendas shall be the responsibility of the
committee chairperson, with input from committee members. It is expected that
the chairperson would also ask for management and key committee advisors, and
perhaps others, to participate in this process.

- Committee Expectations and Information Needs -- The committee shall
communicate committee expectations and the nature, timing, and extent of
committee information needs to management, internal audit, and external
parties, including external auditors. Written materials, including key
performance indicators and measures related to key business and financial
risks, shall be received from management, auditors, and others the week prior
to the meeting. Meeting conduct will assume board members have reviewed
written materials in sufficient depth to participate in committee/board
dialogue.
18

- External Resources -- The committee shall be authorized to access internal and
external resources, as the committee requires, to carry out its
responsibilities.

- Committee Meeting Attendees -- The committee shall request members of
management, counsel, internal audit, and external auditors, as applicable, to
participate in committee meetings, as necessary, to carry out the committee's
responsibilities. Periodically and at least annually, the committee shall meet
in private session with only the committee members. It shall be understood
that either internal or external auditors, or counsel, may, at any time,
request a meeting with the audit committee or committee chairperson with or
without management attendance. In any case, the committee shall meet in
executive session separately with internal and external auditors, at least
annually.

- Reporting to the Board of Directors -- The committee, through the committee
chairperson, shall report, after each meeting, to the full board. In addition,
summarized minutes from committee meetings shall be available to each board
member.

- Committee Self Assessment -- The committee shall review, discuss, and assess
its own performance as well as the committee's role and responsibilities,
seeking input from senior management, the full board, and others. Changes in
role and/or responsibilities, if any, shall be recommended to the full board
for approval.

- Independent Board Members -- The board shall be composed of executive and
nonexecutive members. Independent members are nonexecutive members who have no
relationship to the corporation that may interfere with the exercise of their
independence from management and the corporation.

All members of the Committee must be "independent". The following
categories of person have been determined by the Board of Directors to not be
considered "independent":

- a director who is employed by the Corporation for the current year or any of
the past three years;

- a director who has accepted any compensation from the Corporation or any of
its affiliates in excess of $60,000 during the previous fiscal year, other
than compensation for board service, benefits under a tax-qualified retirement
plan, or non-discretionary compensation;

- a director who is a member of the immediate family of an individual who is, or
has been in any of the past three years, employed by the Corporation or any of
its affiliates as an executive officer;

- a director who is a partner in, or a controlling shareholder or an executive
officer of, any for-profit business organization to which the Corporation
made, or from which the Corporation received payments (other than those
arising solely from investments in the Corporation's securities) that exceed
5% of the Corporation's consolidated gross revenues for that year, or
$200,000, whichever is more, in any of the past three years; or

- a director who is employed as an executive of another entity where any of the
Corporation's executives serve on that entity's compensation committee.

Notwithstanding the above, there may be one member of this Committee who
does not meet the above standards of independence; provided that such member is
not a current employee or an immediate family member of such an employee, if the
Board of Directors, under exceptional and limited circumstances, determines that
membership on this Committee by the individual is required by the best interests
of the Corporation and its shareholders, and the Board discloses, in the next
annual proxy statement subsequent to such determination, the nature of the
relationship and the reasons for the determination.

MEETING FREQUENCY

The committee shall meet at least quarterly. Additional meetings shall be
scheduled as considered necessary by the committee or chairperson.
19

REPORTING TO SHAREHOLDERS

The committee shall make available to shareholders a summary report on the
scope of its activities. This report will be included in the company's annual
proxy statement. The first report will be issued in 2001 as required by the SEC
rules.

COMMITTEE'S RELATIONSHIP WITH EXTERNAL AND INTERNAL AUDITORS

- The external auditors, in their capacity as independent public accountants,
shall be responsible to the board of directors and the audit committee as
representatives of the shareholders.

- As the external auditors review financial reports, they will be reporting to
the audit committee. They shall report all relevant issues to the committee
responsive to agreed-on committee expectations. In executing its oversight
role, the board or committee should review the work of external auditors.

- The committee shall annually review the performance (effectiveness,
objectivity, and independence) of the external and internal auditors. The
committee shall ensure receipt of a formal written statement from the external
auditors consistent with standards set by the Independence Standards Board.
Additionally, the committee shall discuss with the auditor relationships or
services that may affect auditor objectivity or independence. If the committee
is not satisfied with the auditors' assurances of independence, it shall take
or recommend to the full board appropriate action to ensure the independence
of the external auditor.

- The internal audit function shall be responsible to the board of directors
through the committee.

- If either the internal or the external auditors identify significant issues
relative to the overall board responsibility that have been communicated to
management but, in their judgment, have not been adequately addressed, they
should communicate these issues to the committee chairperson.

- Changes in those in charge of internal audit or corporate compliance shall be
subject to committee approval.

PRIMARY COMMITTEE RESPONSIBILITIES

MONITOR FINANCIAL REPORTING AND RISK CONTROL RELATED MATTERS

The committee should review and assess:

- Risk Management -- The company's business risk management process, including
the adequacy of the company's overall control environment and controls in
selected areas representing significant financial and business risk.

- Annual Reports and Other Major Regulatory Filings -- All major financial
reports in advance of filings or distribution.

- Internal Controls and Regulatory Compliance -- The company's system of
internal controls for detecting accounting and reporting financial errors,
fraud and defalcations, legal violations, and noncompliance with the corporate
code of conduct.

- Internal Audit Responsibilities -- The annual audit plan and the process used
to develop the plan. Status of activities, significant findings,
recommendations, and management's response.

- Regulatory Examinations -- SEC inquiries and the results of examinations by
other regulatory authorities in terms of important findings, recommendations,
and management's response.

- External Audit Responsibilities -- Auditor independence and the overall scope
and focus of the annual/interim audit, including the scope and level of
involvement with unaudited quarterly or other interim-period information.

- Financial Reporting and Controls -- Key financial statement issues and risks,
their impact or potential effect on reported financial information, the
processes used by management to address such matters, related auditor views,
and the basis for audit conclusions. Important conclusions on interim and/or
year-end audit work in advance of the public release of financials.
20

- Auditor Recommendations -- Important internal and external auditor
recommendations on financial reporting, controls, other matters, and
management's response. The views of management and auditors on the overall
quality of annual and interim financial reporting.

The committee should review, assess, and approve:

- The code of ethical conduct. (Annually)

- The internal auditor charter. (Annually)

- Changes in important accounting principles and the application thereof in both
interim and annual financial reports.

- Significant conflicts of interest and related-party transactions.

- External auditor performance and changes in external audit firm (subject to
ratification by the full board).

- Internal auditor performance and changes in internal audit leadership and/or
key financial management.

LIMITATION OF DUTIES

While this Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of this Committee to plan or conduct audits or to
determine that the Corporation's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the Corporation's independent public
accountants. Nor is it the duty of this Committee to conduct investigations to
resolve disagreements, if any, between management and the Corporation's
independent public accountants or to assure compliance with laws and
regulations.
21

IF THE NAME ON YOUR PROXY CARD IS:
Michael Baker Corp. Common OR
Michael Baker Corp. Common ESOP

YOU ARE VOTING FOR NOMINEES IN SLATE 1 ONLY

IF THE NAME ON YOUR PROXY CARD IS:
Michael Baker Corp. Ser B Common OR
Michael Baker Corp. Ser B Common ESOP

YOU ARE VOTING FOR NOMINEES IN SLATE 2 ONLY

PROXY
MICHAEL BAKER CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder hereby appoints Richard L. Shaw and Donald P.
Fusilli, Jr. and each or any one of them, with full power of substitution, as
Proxies to represent and to vote, as designated on the reverse, all the shares
of stock of Michael Baker Corp. (the "Company"), held of record by the
undersigned on March 1, 2001, at the Annual Meeting of the Stockholders (the
"Annual Meeting") to be held on April 25, 2001, or any adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL

(To be signed on the reverse side)
22

ANNUAL MEETING OF STOCKHOLDERS OF

MICHAEL BAKER CORPORATION

April 25, 2001

-------------------------
PROXY VOTING INSTRUCTIONS
-------------------------

TO VOTE BY MAIL

Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY INTERNET

Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.

YOUR CONTROL NUMBER IS [ ]

---------------------------------------------
NOTE: REFER TO REVERSE SIDE FOR VOTING INSTRUCTIONS
DEPENDING UPON WHICH STOCK YOU OWN.
---------------------------------------------

\/ Please Detach and Mail in the Envelope Provided \/

A [X] Please mark your
votes as in this
example.

FOR WITHHELD
1. ELECTION OF [ ] [ ] NOMINEES: Slate 1 - Common Only Slate 2 - Series B Common Only
DIRECTORS. Robert N. Bontempo Robert N. Bontempo
Nicholas P. Constantakis Nicholas P. Constantakis
(INSTRUCTION: To withhold authority to vote for William Copeland Donald P. Fusilli, Jr.
any individual nominee(s), write the name of such Donald P. Fusilli, Jr. Thomas D. Larson
nominee(s) in the space below): Roy V. Gavert, Jr. John E. Murray, Jr.
Thomas D. Larson Richard L. Shaw
John E. Murray, Jr.
Pamela S. Pierce
_________________________________________________ Richard L. Shaw

PLEASE MARK, SIGN BELOW, DATE, AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE

Signature _____________________________ Signature if held jointly ___________________________ DATED: ___________________

NOTE: Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE

ANNUAL MEETING OF STOCKHOLDERS
MICHAEL BAKER CORPORATION

COMMON

April 25, 2001

\/ Please Detach and Mail in the Envelope Provided \/

A [X] Please mark your
votes as in this
example.

PLEASE MARK, SIGN BELOW, DATE, AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE

Signature _____________________________ Signature if held jointly ___________________________ DATED: ___________________