Baker to Exchange Series B Stock for Common Stock.

Business Editors

PITTSBURGH--(BUSINESS WIRE)--Dec. 21, 2001

Michael Baker Corporation (AMEX:BKR) announced today that its Board of Directors has approved an exchange of the company's Series B Common Stock into ordinary Common Stock. The record date for the exchange is December 14, 2001.

Currently, there are approximately 1.3 million shares of the Series B Common Stock outstanding, of which approximately 95 percent are held by Baker's ESOP. The Series B stock, which has a 10 votes to one share super voting structure, was distributed to shareholders in the form of a stock dividend in 1987. The Series B share converts automatically to ordinary Common Stock when sold or transferred.

Under the exchange program, each Series B share will be converted into one share of Common Stock, and the company will pay a premium of approximately $300,000, in the form of common shares, to the Baker ESOP, equal to approximately 0.018 shares of common stock. The share held outside of the ESOP will convert automatically. Following the exchange, the ESOP's voting rights will decrease from the current 71 percent of the total to 40 percent.

"Having a single publicly traded class of Common Stock will eliminate the confusion that has resulted from having a dual class structure, and will put all shareholders on an equal footing relative to voting rights," Donald P. Fusilli, Jr., president and chief executive officer, said. "We also believe, based on feedback we have received from the investment community, that this type of capital structure will improve liquidity and generate increased investor interest and investment in our shares."

Holders of the Series B shares will be contacted by Putnam Investments, trustee of the Baker ESOP, regarding actions they will need to take relative to the exchange. Putnam will work with the company's stock transfer agent to exchange the B shares into ordinary common stock.

Michael Baker Corporation (www.mbakercorp.com) provides engineering and energy expertise for public and private sector clients worldwide. The firm's primary services include engineering design for the transportation and civil infrastructure markets, operation and maintenance of oil and gas production facilities, architecture, environmental services, and construction management for building and transportation projects. Baker has more than 3,800 employees in over 30 offices across the United States and internationally.

(The above information includes certain forward looking statements concerning future operations and performance of the Company. Forward looking statements are subject to market, operating and economic risks and uncertainties that may cause the Company's actual results in future periods to be materially different from the performance suggested above. Factors that may cause such differences include, among others: increased competition; increased costs; changes in general market conditions; changes in anticipated levels of government spending on infrastructure; and changes in loan relationships or sources. Such forward looking statements are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.)