##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF
    1934
 For the fiscal
    year ended December 31, 2010
  Commission file number
    1-6627
  
 Michael Baker Corporation
 (Exact name of registrant as specified in its charter)
  Pennsylvania

25-0927646(State or other jurisdiction of 
    incorporation or organization)

(I.R.S. Employer 
    Identification No.)Airside Business Park, 100
    Airside Drive, 
    Moon Township, PA

15108(Address of principal executive
    offices)

(Zip Code)   Registrants telephone
    number, including area code:
    (412) 269-6300
 Securities registered pursuant
    to Section 12(b) of the Act:
 Title of Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $1 per
    share

NYSE Amex   ü
  ü
  ü
  Regulation S-T
  Regulation S-K Form 10-K Form 10-K.
    Large accelerated
    filer  Non-accelerated
    filer

Accelerated
    filer  ü     
    Smaller reporting
    company(Do not check if a smaller reporting company)   Rule 12b-2   ü
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Parts of
    Form 10-K
    into which
    Document is incorporatedFinancial Section of Annual Report to Shareholders for the year
    ended December 31, 2010

I, IIProxy Statement to be distributed in connection with the 2011
    Annual Meeting of Shareholders

III




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##### 



MICHAEL BAKER
    CORPORATIONFORM 10-K
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
    TABLE OF CONTENTS
   
 PagePART IItem 1.


BUSINESS


1Item 1A.


RISK FACTORS


6Item 1B.


UNRESOLVED STAFF COMMENTS


12Item 2.


PROPERTIES


12Item 3.


LEGAL PROCEEDINGS


12Item 4.


(REMOVED AND RESERVED)


12PART IIItem 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


13Item 6.


SELECTED FINANCIAL DATA


15Item 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


15Item 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


15Item 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


15Item 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


15Item 9A.


CONTROLS AND PROCEDURES


15Item 9B.


OTHER INFORMATION


18PART IIIItem 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


18Item 11.


EXECUTIVE COMPENSATION


18Item 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


18Item 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


19Item 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


19PART IVItem 15.


EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


20EX-10.1EX-10.5.HEX-13.1EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-99.1EX-99.2EX-99.3EX-99.4    NOTE WITH RESPECT
    TO FORWARD-LOOKING STATEMENTS:
  Form 10-K, Form 10-K; and/or and/or




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##### Table of Contents



PART I  Item 1.
    BUSINESS.  General
  Form 10-K,
  LPA Acquisition.
  Energy Disposition.
  Business
    Segments
  Form 10-K.
        The 2010
    Top 500 Design Firms Sourcebook Building
    Design & Constructions
 1




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##### Table of Contents



 Top 500 Design Firms 
    36th (LPA

    ranked
    119th)

 Green Design Multi-Unit Residential
    Buildings 
    2nd Transportation 
    14th (LPA

    ranked
    30th)

 Top 100 Pure Designers 
    16th Bridges 
    10th

 Top Construction Management-for-fee
    Firms 
    25th Highways 
    22nd

 Top Program Management Firms 
    37th Airports  24th (LPA ranked
    17th)

 Top Environmental Firms  71st Water 
    13th

 Top 150 Global Design Firms 
    77th Multi-Unit
    Residential Buildings 
    13th

 Engineers/Architects 
    17th Distribution/Warehouse Buildings 
    5th

 Top 100 Government Design Firms 
    15th Top 100 Green Design Firms 
    16th   Primary
    Markets/Services
    Transportation
  Aviation
   Airfield Lighting, Signing & Navigation
    Aide Systems

 Master Planning & Airport Layout Plans Airport Facilities Planning & Design

 Roadway & Parking Facility Design De-icing Facilities

 Runway, Taxiway & Apron Design Environmental Planning & Design   Rail & Transit (Public Transit, High
    Speed Rail, Passenger Rail, Freight Rail)
   Architecture & Facilities Infrastructure
    Design

 Planning Environmental

 Pre-Project Consulting Engineering Design

 Rail Systems Engineering Fleet & Vehicles

 Value Engineering   Transportation
   Bike & Pedestrian

 Intelligent Transportation Systems Bridge Design

 Planning Bridge Inspection & Training

 Public Involvement & Social Media Cost Estimation

 Software Development Ecosystem Restoration

 Toll Roads Traffic Planning, Design & Analysis Highway Design  2




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##### Table of Contents



Federal
  Architecture
   Building Information Modeling (BIM)

 Landscape Architecture Computer Aided Facility Management

 Maintenance Management Systems Condition Assessments

 Master Planning Electrical & Mechanical Engineering

 Site, Structural & Civil Engineering Feasibility Studies

 Sustainable Design Fire Protection Engineering

 Urban Design Interior Design & Space Planning   Defense
   Conservation Conveyance

 Installation/Site Restoration Facilities Planning, Design & Support

 Military Construction Program Support   Environmental
   Cultural Resources

 Health, Safety & Environmental Environmental Engineering, Permitting,
    Investigation & Restoration

 Multi-Media Compliance Environmental Program Management

 Natural Resources Environmental Risk Assessment

 Petroleum Storage Tank Management   Geospatial Information Technology
   Application Design & Development

 Mobile LiDAR (Light Detection And
    Ranging) Data Acquisition Asset Management

 Surveying, Mapping, Data Acquisition &
    Processing Consulting

 Statewide Broadband Mapping Data Access & Visualization

 Staffing Support Database Development

 Systems Integration Global Positioning System Services   Homeland Security
   Damage Forecasting & Loss Estimation

 Interagency Coordination & Public Outreach Debris Management

 Logistics Emergency Operations/Response Planning

 Resource Inventories Evacuation & Sheltering Plans

 Risk-Based Strategic Planning Hazard Mitigation Planning

 Security, Threat, Vulnerability & Risk
    Assessments Homeland Security Asset Management

 Training & Exercises Infrastructure Damage Assessments Infrastructure Protection Planning &
    Design   Municipal & Civil
   Environmental Engineering Compliance

 Surface & Deep Mining Permitting &
    Reclamation Hydrologic & Hydraulic Models &
    Studies

 Water/Wastewater Conveyance & Treatment Municipal Infrastructure Engineering Site Development Plans & Permitting  3




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Pipelines & Utilities
   Cold Region Engineering

 Pipeline Design and Hydraulic Analysis Competency Based Training

 Route Alignment and Feasibility Studies Failure Investigation and Analysis

 Telecommunications Studies, Design & Inspection Oil & Gas Pipeline Services

 Trans-Ocean Submarine Cable Services Operations Engineering

 Wireless Communications Services Outside Plant Services   Water
   Flood Control

 Stormwater Management Flood Insurance Rate Maps & Studies

 Stream Stabilization/Restoration Floodplain Delineation & Studies

 Water Quality & TMDL Services Floodplain Management & River Engineering

 Water Resources Planning & Asset Management Hydrologic and Hydraulic Modeling

 Watershed Management Source Water Supply & Protection

 Wetlands   Strategy
    Growth and/or
  Profitability
  Innovation
  Sustainability
  Domestic and
    Foreign Operations
  U.S.-based
  Contract
    Backlog
  Form 10-K.
 4




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Significant
    Customers
    Competitive
    Conditions
        Seasonality
    Personnel
    Executive
    Officers
    Bradley L. Mallory
  Michael J. Zugay
  H. James McKnight
 5




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Joseph R. Beck
  David G. Higie
  James M. Kempton
  Samuel C. Knoch
  G. John Kurgan
  Edward L. Wiley
  Michael J. Ziemianski
    Available
    Information
  www.mbakercorp.com. Form 10-K, Form 10-Q, Form 8-K, www.sec.gov Form 10-K
  Item 1A.
    RISK
    FACTORS.  and/or Form 10-K
  Our revenues
    are primarily derived from the public sector. Changes and
    fluctuations in the public sectors spending priorities, or
    the loss of business from one of these key customers, could
    materially affect our future revenue and growth
    prospects.
   6




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year-by-year
  Unpredictable
    economic cycles or uncertain demand for our engineering
    capabilities and related services could cause our revenues to
    fluctuate or contribute to delays or the inability of customers
    to pay our fees.
    Our ability to
    recruit, train, and retain professional personnel of the highest
    quality is a competitive advantage. Our future inability to do
    so would adversely affect our competitiveness.
    If we are
    unable to accurately estimate and control our contract costs,
    then we may incur losses on our contracts, which could decrease
    our operating margins and significantly reduce or eliminate our
    profits.
  time-and-materials
  Due to the
    nature of the work we perform to complete our contracts, we are
    subject to potential liability claims and contract
    disputes.
   7




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If we miss a
    required performance standard, fail to timely complete, or
    otherwise fail to adequately perform on a project, then we may
    incur a loss on that project, which may reduce or eliminate our
    overall profitability.
  agreed-upon
  We are subject
    to procurement laws and regulations associated with our
    government contracts. If we do not comply with these laws and
    regulations, we may be prohibited from completing our existing
    government contracts or suspended from government contracting
    and subcontracting for some period of time or
    debarred.
    We are subject
    to routine U.S. federal, state and local government audits
    related to our government contracts. If audit findings are
    unfavorable, we could experience a reduction in our
    profitability.
    Our inability
    to continue to win or renew government contracts could result in
    material reductions in our revenues and profits.
      Our
    involvement in partnerships, joint ventures, and use of
    subcontractors exposes us to additional legal and market
    reputation damages.
   8




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Employee,
    partner, joint venture, or subcontractor misconduct or our
    overall failure to comply with laws or regulations could weaken
    our ability to win contracts, which could result in reduced
    revenues and profits.
    Our profits
    and revenues could suffer if we are involved in legal
    proceedings, investigations and disputes.
    We are engaged
    in highly competitive markets that pose challenges to continued
    revenue growth.
    Our
    international business operations are subject to unique risks
    and challenges that create increased uncertainty in these
    markets.
   9




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Our goodwill
    or other intangible assets could become impaired and result in a
    material reduction in our profits.
    We use
    percentage-of-completion
    accounting methods for many of our projects. This method may
    result in volatility in reported revenues and
    profits.
    Our government
    contracts may give the government the right to modify, delay,
    curtail or terminate our contracts at their convenience at any
    time prior to their completion. Therefore, our backlog is
    subject to unexpected adjustments, delays and
    cancellations.
    We are
    self-insured or carry deductibles for a significant portion of
    our claims exposure, which could materially and adversely affect
    our operating income and profitability.
   10




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Foreign
    governmental regulations could adversely affect our
    business.
      Our inability
    to achieve the Credit Agreements financial covenants,
    after a cure period, or the inability of one or more financial
    institutions in the consortium to meet its commitment under our
    Credit Agreement could impact our liquidity for working capital
    needs or our growth strategy.
  and/or
  Our business
    strategy is to grow the business both organically and through
    acquisitions. This strategy of growth may subject us to certain
    risks and uncertainties.
  and/or
  Our business
    depends on continuous uninterrupted service to
    clients
   11




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##### Table of Contents



Item 1B.
    UNRESOLVED
    STAFF COMMENTS.    Item 2.
    PROPERTIES.      Item 3.
    LEGAL
    PROCEEDINGS.    Item 4.
    REMOVED
    AND RESERVED.   12




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PART II  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market
    Information
  Form 10-K.
  Holders
    Dividends
    Sales of
    Unregistered Securities
    Purchases of
    Equity Securities
   13




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Performance
    Graph
    COMPARISON OF 5
    YEAR CUMULATIVE TOTAL RETURN*
    
  12/05


12/06


12/07


12/08


12/09


12/10Michael Baker Corporation


100.00



88.65



160.86



144.46



162.04



121.72Russell 2000


100.00



118.37



116.51



77.15



98.11



124.46Peer Group


100.00



119.33



236.17



151.68



139.09



147.63  14




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##### Table of Contents



Item 6.
    SELECTED
    FINANCIAL DATA.  Form 10-K.
  Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Form 10-K.
  Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.      Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  Form 10-K.
  Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    Item 9A.
    CONTROLS
    AND PROCEDURES.  Conclusions
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
 15




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Internal
    Control  Integrated Framework
    Changes in
    Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 16




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of
    Directors and Shareholders of
   Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    /s/
    Deloitte & Touche LLP
    Pittsburgh, Pennsylvania
  17




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##### Table of Contents



Item 9B.
    OTHER
    INFORMATION.   PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Regulation S-K Form 10-K
  Code of Ethics
    for Senior Officers
  http://www.mbakercorp.com
  http://www.mbakercorp.com
  Item 11.
    EXECUTIVE
    COMPENSATION.  Regulation S-K
  Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Regulation S-K
  Equity
    Compensation Plan Information
    (a)


(b)


(c)Number of Securities to


Weighted-average


Securities availablePlan Category

be issued upon Exercise


exercise price


for future issuanceEquity compensation plans approved by
    shareholders(d)


154,301


$
25.67



492,093Equity compensation plans not approved by shareholders










Total


154,301


$
25.67



492,093   (a)
    
    Number of securities to be issued
    upon exercise of outstanding options, warrants and rights.(b)
    
    Weighted-average exercise price of
    outstanding options, warrants and rights.(c)
    
    Number of securities remaining
    available for future issuance under equity compensation plans
    [excluding securities reflected in column (a)]. 18




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##### Table of Contents



(d)
    
    This balance includes
    40,000 shares of common stock that may be issued pursuant
    to stock appreciation rights that may be satisfied through
    issuance of shares under the Plan.  Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.  Regulation S-K
  Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   19




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PART IV  Item 15.
    EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES.  (a)(1)
    The following financial statements are incorporated in
    Item 8 of Part II of this Report by reference to the
    consolidated financial statements within Exhibit 13.1 to
    this
    Form 10-K:  Consolidated Statements of Income for each of the
    three years in the period ended December 31, 2010


17Consolidated Balance Sheets as of
    December 31, 2010 and 2009


18Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2010


19Consolidated Statements of Shareholders
    Investment for each of the three years in the period ended
    December 31, 2010


20Notes to Consolidated Financial Statements


21Managements Report to Shareholders on Its
    Responsibility for Financial Statements


51Report of Independent Registered Public
    Accounting Firm (Deloitte & Touche LLP)


52   (a)(2)
    Financial statement schedule for the year ended
    December 31, 2010:  Schedule II 
    Valuation and Qualifying Accounts
  (in thousands)




Additions charged toBeginning





Other





EndingDescription

balance


Expense


accounts


Deductions


balanceFor the year ended December 31, 2010:Income tax valuation allowance

$
11,458


$
529
(1)

$



$
(546
)(2)

$
11,441Allowance for doubtful accounts


723



519
(3)






(641
)(4)


601For the year ended December 31, 2009:Income tax valuation allowance

$
5,085


$
10,518
(5)

$
(3,007
)(6)

$
(1,138
)(7)

$
11,458Nigerian prepaid tax allowance


1,669







(1,669
)(6)






Allowance for doubtful accounts


2,765



6,761
(3)


(703
)(6)


(8,100
)(4)


723For the year ended December 31, 2008:Income tax valuation allowance

$
6,245


$



$



$
(1,160
)(7)

$
5,085Nigerian prepaid tax allowance


1,799



152
(8)






(282
)(9)


1,669Allowance for doubtful accounts


1,463



3,436
(3)






(2,134
)(4)


2,765    (1)
    
    Relates to additions to valuation
    allowances for capital loss carryforwards.(2)
    
    Relates to reductions in valuation
    allowances against state net operating losses, foreign tax
    credits carryforwards, capital loss and other deferred tax
    assets.(3)
    
    The expense primarily reflects
    accounts receivable balances reserved during the year. Accounts
    receivable balances related to Storm Cat Energy, a customer of
    our former Energy business, accounted for $6.0 million and
    $1.6 million of the expense for the years ended
    December 31, 2009 and 2008, respectively.(4)
    
    The deduction amount primarily
    reflects accounts receivable balances written off during the
    year as well as recoveries of allowances previously expensed.
    The Storm Cat reserves totaling $7.6 million were written
    off in the third quarter of 2009 and are presented as a
    reduction.(5)
    
    Relates to valuation allowances
    for capital losses totaling approximately $9.0 million and
    foreign tax credits totaling approximately $1.5 million.(6)
    
    Primarily relates to reserves that
    were included in the net assets that were part of the sale of
    our Energy business. 20




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(7)
    
    Relates to a reduction in federal,
    state, and foreign net operating losses and related valuation
    allowances.(8)
    
    Relates to the inability to
    realize Nigerian prepaid income tax assets.(9)
    
    The deduction amount primarily
    reflects recoveries of prepaid tax amounts previously expensed.  Form 10-K).
    (a)(3)
    The following exhibits are included herewith as a part of this
    Report:  Exhibit No.

Description3
.1

Restated Articles of Incorporation, as amended, filed as
    Exhibit 4.1 to our Registration Statement on
    Form S-3
    dated February 4, 2011, and incorporated herein by
    reference.3
.2

By-laws, as amended, filed as Exhibit 3.1 to our Report on
    Form 8-K
    dated October 29, 2009, and incorporated herein by
    reference.4
.1(a)

Rights Agreement dated November 16, 1999, between us and
    American Stock Transfer and Trust Company, as Rights Agent,
    filed as Exhibit 4.1 to our Report on
    Form 8-K
    dated November 16, 1999, and incorporated herein by
    reference.4
.1(b)

Amendment to Rights Agreement dated November 5, 2009,
    between us and American Stock Transfer and Trust Company,
    as Rights Agent, filed as Exhibit 4.1 to our Report on
    Form 8-K
    dated November 5, 2009, and incorporated herein by
    reference.4
.2

Form of Indenture, between the Company and one or more trustees
    to be named, filed as Exhibit 4.6 to our Registration
    Statement on
    Form S-3
    dated February 4, 2011, and incorporated herein by
    reference.10
.1

2010 Incentive Compensation Plan (attachments excluded), filed
    herewith.*10
.2

Michael Baker Corporation Employee Stock Purchase Plan, filed as
    Exhibit A to our Definitive Proxy Statement on
    Schedule 14A on April 16, 2010, and incorporated
    herein by reference.*10
.3

Michael Baker Corporation Long-Term Incentive Plan, filed as
    Exhibit B to our Definitive Proxy Statement on
    Schedule 14A on April 16, 2010, and incorporated
    herein by reference.*10
.4

Form of Michael Baker Corporation Long-Term Incentive Plan,
    Restricted Stock Agreement between Joseph R. Beck, David G.
    Higie, James M. Kempton, Samuel C. Knoch, G. John Kurgan,
    Bradley L. Mallory, H. James McKnight, Edward L. Wiley, Michael
    Ziemianski and Michael J. Zugay, filed as Exhibit 10.2 to
    our quarterly report on
    Form 10-Q
    for the period ended June 30, 2010, and incorporated herein by
    reference.*10
.5

Consulting Agreement dated April 25, 2001, by and between
    us and Richard L. Shaw, filed as Exhibit 10.2(c) to our
    Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2001, and incorporated herein
    by reference.*10
.5(a)

First Amendment to Consulting Agreement effective April 26,
    2003, by and between us and Richard L. Shaw, filed as
    Exhibit 10.2(a) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2003, and incorporated
    herein by reference.*10
.5(b)

Second Amendment to Consulting Agreement effective
    April 26, 2005, by and between us and Richard L. Shaw,
    filed as Exhibit 10.2(a) to our Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2005, and incorporated herein
    by reference.*10
.5(c)

Third Amendment to Consulting Agreement effective April 26,
    2006, by and between us and Richard L. Shaw, filed as
    Exhibit 10.2(c) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2006, and incorporated
    herein by reference.*10
.5(d)

Fourth Amendment to Consulting Agreement effective
    April 26, 2007, by and between us and Richard L. Shaw,
    filed as Exhibit 10.2(d) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2006, and incorporated
    herein by reference.*10
.5(e)

Fifth Amendment to Consulting Agreement effective April 26,
    2008, by and between us and Richard L. Shaw, filed as
    Exhibit 10.2(e) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2007, and incorporated
    herein by reference.* 21




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##### Table of Contents



Exhibit No.

Description10
.5(f)

Sixth Amendment to Consulting Agreement effective April 26,
    2009, by and between us and Richard L. Shaw, filed as
    Exhibit 10.2 to our Report on
    Form 8-K
    dated April 17, 2009, and incorporated herein by reference.*10
.5(g)

Seventh Amendment to Consulting Agreement effective
    April 26, 2010, filed as Exhibit 10.2(g) to our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2009, and incorporated
    herein by reference.*10
.5(h)

Eighth Amendment to Consulting Agreement effective
    April 26, 2011, by and between us and Richard L. Shaw,
    filed herewith.*10
.6

Credit Agreement dated September 30, 2010 by and between
    the Company and Citizens Bank of Pennsylvania, PNC Bank,
    National Association and Wells Fargo Bank, National Association,
    filed as Exhibit 10.1 to our Report on
    Form 8-K
    dated September 30, 2010, and incorporated herein by
    reference.10
.7

1995 Stock Incentive Plan amended effective April 23, 1998,
    filed as Exhibit 10.4 to our Annual Report on
    Form 10-K
    for the year ended December 31, 1998, and incorporated
    herein by reference.*10
.8

1996 Nonemployee Directors Stock Incentive Plan, filed as
    Exhibit A to our definitive Proxy Statement on
    schedule 14A on April 24, 1996, and incorporated
    herein by reference.*10
.8(a)

Amendment to the 1996 Nonemployee Directors Stock
    Incentive Plan, filed as Appendix B to our definitive Proxy
    Statement on schedule 14A on March 24, 2004, and
    incorporated herein by reference.*10
.9

Office Sublease Agreement dated August 6, 2001, by and
    between us and Airside Business Park, L.P., filed as
    Exhibit 10.7 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2002 (exhibits omitted),
    and incorporated herein by reference.10
.9(a)

Third Amendment to Office Sublease Agreement dated
    February 19, 2003, by and between us and Airside Business
    Park, L.P., filed as Exhibit 10.7(a) to our Annual Report
    on
    Form 10-K
    for the year ended December 31, 2002, and incorporated
    herein by reference.10
.10

Employment Agreement between us and Bradley L. Mallory, dated
    June 17, 2008, filed as Exhibit 10.1 to our Report on
    Form 8-K
    dated June 17, 2008, and incorporated herein by reference.*10
.11

Form of Employment Continuation Agreement between Joseph R.
    Beck, David G. Higie, James M. Kempton, Samuel C. Knoch, G. John
    Kurgan, Bradley L. Mallory, H. James McKnight, Edward L. Wiley,
    Michael Ziemianski and Michael J. Zugay, filed as
    Exhibit 10.1 to our Report on
    Form 8-K
    dated April 17, 2009, and incorporated herein by reference.*10
.12

Share Purchase Agreement, dated as of September 30, 2009,
    by and among Michael Baker Corporation, Baker Holding
    Corporation, Baker OTS, Inc., Michael Baker International, Inc.,
    Wood Group E.&P.F. Holdings, Inc., Wood Group Holdings
    (International) Limited and Wood Group Engineering and
    Operations Support Limited, filed as Exhibit 10.1 to our
    Report on
    Form 8-K
    dated September 30, 2009, and incorporated herein by
    reference.10
.13

Stock Purchase Agreement, dated as of May 3, 2010, by and
    among The LPA Group Incorporated, Arthur E. Parrish, Robert
    Glenn Lott, Arthur E. Parrish, as Shareholders
    Representative, and Michael Baker Corporation filed as
    Exhibit 10.1 to our Report on
    Form 8-K
    dated May 3, 2010, and incorporated herein by reference.13
.1

Selected Financial Data, Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
    Consolidated Financial Statements as of December 31, 2010
    and 2009 and for each of the three years in the period ended
    December 31, 2010, Report of Independent Registered Public
    Accounting Firm (Deloitte & Touche LLP), and
    Supplemental Financial Information, filed herewith and to be
    included as the Financial Section of the Annual Report to
    Shareholders for the year ended December 31, 2010.21
.1

Subsidiaries, filed herewith.23
.1

Consent of Independent Registered Public Accounting Firm
    (Deloitte & Touche LLP), filed herewith.23
.2

Consent of Independent Registered Public Accounting Firm
    (Schneider Downs & Co., Inc.), filed herewith.31
.1

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(a),
    filed herewith.31
.2

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(a),
    filed herewith.32
.1

Certifications pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002, filed herewith.99
.1

Unaudited financial statements for our unconsolidated
    subsidiary, Stanley Baker Hill, LLC, for the year ended
    December 31, 2010, filed herewith. 22




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##### Table of Contents



Exhibit No.

Description99
.2

Audited financial statements for our unconsolidated subsidiary,
    Stanley Baker Hill, LLC, for the year ended December 31,
    2009, filed herewith.99
.3

Unaudited financial statements for our unconsolidated
    subsidiary, Stanley Baker Hill, LLC, for the years ended
    December 31, 2008 and 2007, filed herewith.99
.4

Report of Independent Registered Public Accounting Firm
    (Deloitte & Touche LLP) on financial statement
    schedule for the years ended December 31, 2010, 2009 and
    2008, filed herewith.     *
    
    Management contract or
    compensatory plan. 23




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##### Table of Contents



SIGNATURES
    MICHAEL BAKER CORPORATIONDated: March 3, 2011

By:

/s/
    Bradley L.
    MalloryBradley
    L. Mallory 
    President, Chief Executive 
    Officer and Director     Signature

Title/s/
    Bradley L. MalloryBradley
    L. Mallory

President, Chief Executive Officer and Director
    (Principal Executive Officer)/s/
    Michael J. ZugayMichael
    J. Zugay

Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/
    James M. KemptonJames
    M. Kempton

Vice President, Corporate Controller and Treasurer
    (Principal Accounting Officer)/s/
    Richard L. ShawRichard
    L. Shaw

Chairman of the Board/s/
    Robert N. BontempoRobert
    N. Bontempo

Director/s/
    Nicholas P. ConstantakisNicholas
    P. Constantakis

Director/s/
    Robert H. FoglesongRobert
    H. Foglesong

Director/s/
    Mark E. KaplanMark
    E. Kaplan

Director/s/
    John E. Murray, Jr.John
    E. Murray, Jr.

Director/s/
    Pamela S. PiercePamela
    S. Pierce

Director/s/
    David N. WormleyDavid
    N. Wormley

Director  24