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MICHAEL BAKER CORPORATION  2006 INCENTIVE COMPENSATION PLAN
 Section 1 Purpose Plan Company
 Section 2 Effective Date Plan Year Board
 Section 3 Administration of the Plan
 Section 3.01 Committee Incentive
Program Committee
 Section 3.02 Rules and Regulations
 Section 3.03 Quorum
 Section 3.04 Notice of Participation Participant
 Section 4 Eligibility, Groups and Incentive Programs
 Section 4.01 Eligibility




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Section 4.02 Designation of Groups
 Group 1.
    
    Participants in Group 1 shall be the Companys executive officers,
including Divisional Managers.
 Group 2.
    
    Participants in Group 2 shall be the Engineering Project Managers,
the Energy Project Managers, the Sales Managers and the Office Managers.
 Group 3.
    
    Participants in Group 3 shall be any employee who is designated as
a Participant in the Plan and who is not otherwise a member of Group 1 or 2.
  Section 4.03 Incentive Programs
 
    
    The Corporate Incentive Program;
    
    The Project Manager Incentive Program;
    
    The Sales Manager Incentive Program;
    
    The Office Manager Incentive Program; and
    
    The Discretionary Incentive Program.
  Section 4.04 Termination of Employment
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Section 4.05 Death, Disability or Retirement
 Section 4.06 New Participants
 Section 5 Incentive Targets, Incentive Awards and Performance Goals
 Section 5.01 Incentive Targets Incentive Target
 Section 5.02 Incentive Awards Incentive
Award
 Section 5.03 Performance Goals
 Company Performance Goals Company
Performance Goals
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Main Company Performance Goals
 Divisional Performance Goals Divisional Performance Goals
 Sales Manager Performance Goals Sales Manager Performance Goals
 Office Manager Performance Goals Office Manager Performance Goals
 Participants Performance Goals Participant Performance Goals
 (i)
    
    Corporate Incentive Program. The
Participant Performance Goals for all Participants in the Corporate
Incentive Program shall be the Company Performance Goals and, in the
case of Group 1 Participants who are Divisional Managers, Divisional
Performance Goals, weighted per Attachment F.(ii)
    
    Project Manager Incentive Program. The
Participant Performance Goals for each Group 2 Participant in the
Project Manager Incentive Program shall be (x) the Main Company
Performance Goals and (y) the level of achievement of budgeted project
profits measured for the Plan Year on those particular projects for
which the Participant is primarily responsible, weighted per Attachment
F.(iii)
    
    Sales Manager Incentive Program. The
Participant Performance Goals for each Group 2 Participant in the Sales
Manager Incentive Program shall be (x) the Main Company Performance
Goals and (y) the Sales Manager Performance Goals, weighted per
Attachment F.
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(iv)
    
    Office Manager Incentive Program. The
Participant Performance Goals for each Group 2 Participant in the
Office Manager Incentive Program shall be (x) the Main Company
Performance Goals and (y) the Office Manager Performance Goals,
weighted per Attachment F.(v)
    
    Discretionary Incentive Program. The
Participant Performance Goals for the Participants in the Discretionary
Incentive Program shall be (x) the Main Company Performance Goals and
(y) other goals as established by the Committee in its discretion,
weighted per Attachment F.
  Section 5.04 Discretion
 Section 5.05 Determination of Incentive Award
 Section 5.06 Determination of Other Bonuses
 Section 6 Payment to Participants
 Section 6.01 Timing of Payment
 Section 6.02 Beneficiary Designation
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Section 6.03 Tax Withholding
 Section 7 Miscellaneous
 Section 7.01 No Recourse
 Section 7.02 Merger or Consolidation
 Section 7.03 Gender and Number
 Section 7.04 Construction
 Section 7.05 Non-alienation
 Section 7.06 No Employment Rights
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Section 7.07 Minor or Incompetent
 Section 7.08 Illegal or Invalid Provision
 Section 7.09 Amendment or Termination of this Plan
 Section 7.10 Unsecured Creditor
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