##### 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, 2009
  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.
  12b-2
  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, 2009

I, IIProxy Statement to be distributed in connection with the 2010
    Annual Meeting of Shareholders

III




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##### 



MICHAEL BAKER
    CORPORATIONFORM 10-K
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
  TABLE OF CONTENTS
   
 PagePART IItem 1.


BUSINESS


1Item 1A.


RISK FACTORS


7Item 1B.


UNRESOLVED STAFF COMMENTS


12Item 2.


PROPERTIES


12Item 3.


LEGAL PROCEEDINGS


12Item 4.


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-10.2.GEX-10.3.BEX-13.1EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-99.1EX-99.2EX-99.3    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,
        Engineering News-Record th th th th th th management-for-fee th th Building
    Design & Constructions th th
  Primary
    Markets/Services
    Aviation:

Airfield Lighting, Signing, & Navigation Aide Systems



Master Planning & Airport Layout Plans

Airport Facilities Planning & Design



Roadway & Parking Facility Design

Deicing Facilities



Runway, Taxiway, & Apron Design

Environmental Planning & Design 1




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Defense:

Conservation Conveyance



Installation/Site Restoration

Facilities Planning, Design & Support



Military Construction Program SupportEnvironmental:

Cultural Resources



Health, Safety & Environmental

Environmental Engineering, Permitting, Investigation



Multi-Media Compliance& Restoration



Natural Resources

Environmental Program Management



Petroleum Storage Tank Management

Environmental Risk AssessmentFacilities:

Architecture



Interior Design & Space Planning

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 DesignGeospatial Information Technology:

Application Design & Development



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

Asset Management



Acquisition

Consulting



Surveying, Mapping, Data Acquisition & Processing

Data Access & Visualization



Statewide Broadband Mapping

Database Development



Staffing Support

Global Positioning System Services



Systems IntegrationHomeland Security:

Damage Forecasting & Loss Estimation



Infrastructure Protection Planning & Design

Debris Management



Interagency Coordination & Public Outreach

Emergency Operations/Response Planning



Logistics

Evacuation & Sheltering Plans



Resource Inventories

Hazard Mitigation Planning



Risk-Based Strategic Planning

Homeland Security Asset Management



Security, Threat, Vulnerability, & Risk Assessments

Infrastructure Damage Assessments



Training & ExercisesMunicipal & Civil:

Environmental Engineering Compliance Hydrologic &



Surface & Deep Mining Permitting & ReclamationHydraulic Models & Studies



Water/Wastewater Conveyance & Treatment

Municipal Infrastructure Engineering

Site Development Plans & PermittingPipelines & 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 2




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##### Table of Contents



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 EngineeringTransportation:

Bike & Pedestrian



Intelligent Transportation Systems

Bridge Design



Planning

Bridge Inspection & Training



Public Involvement

Cost Estimation



Software Development

Ecosystem Restoration



Toll Roads Traffic Planning, Design, & Analysis

Highway DesignWater:

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   Discontinued
    Operations  Energy
  Form 10-K
  Strategy
    Growth and/or
  Profitability
 3




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##### Table of Contents



Innovation
  Sustainability
  Domestic and
    Foreign Operations
  U.S.-based
  Contract
    Backlog
  As of December 31,(In millions)

2009


2008Funded

$
461.3


$
449.5Unfunded


963.9



534.7Total

$
1,425.2


$
984.2     and/or
    state-of-the-art
 4




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##### Table of Contents



Significant
    Customers
    Competitive
    Conditions
        Seasonality
    Personnel
    Executive
    Officers
    Bradley L. Mallory
 5




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Michael J. Zugay
  H. James McKnight
  Joseph R. Beck
  David G. Greenwood
  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
 6




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##### Table of Contents



Item 1A.
    RISK
    FACTORS.  and/or Form 10-K
  Changes and
    fluctuations in the governments spending priorities could
    materially affect our future revenue and growth
    prospects.
  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.
   7




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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.
      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.
     8




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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.
      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.
   9




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##### Table of Contents



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.
    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 stated revenues and
    profits.
   10




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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 not
    insured for a significant portion of our claims exposure, which
    could materially and adversely affect our operating income and
    profitability.
    Foreign
    governmental regulations could adversely affect our
    business.
      Our inability
    to achieve the Credit Agreements financial covenants,
    after a cure period, amend/replace the commitment beyond 2011 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
 11




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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
  Item 1B.
    UNRESOLVED
    STAFF COMMENTS.    Item 2.
    PROPERTIES.      Item 3.
    LEGAL
    PROCEEDINGS.    Item 4.
    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*
    
 14




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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
  Rule 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
    March 15, 2010
 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
    (c)Number of Securities(a)


(b)


Remaining Available forNumber of Securities to


Weighted-Average


Future Issuance Underbe Issued upon Exercise


Exercise Price of


Equity Compensation Plansof Outstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))Equity compensation plans approved by shareholders


104,463


$
22.87



131,000Equity compensation plans not approved by shareholders










Total


104,463


$
22.87



131,000  18




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##### Table of Contents



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, 2009


15Consolidated Balance Sheets as of
    December 31, 2009 and 2008


16Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2009


17Consolidated Statements of Shareholders
    Investment for each of the three years in the period ended
    December 31, 2009


18Notes to Consolidated Financial Statements


19Managements Report to Shareholders on Its
    Responsibility for Financial Statements


43Report of Independent Registered Public
    Accounting Firm (Deloitte & Touche LLP)


44   (a)(2)
    Financial statement schedule for the year ended
    December 31, 2009:  Schedule II 
    Valuation and Qualifying Accounts
  (In thousands)




Additions Charged toBeginning





Other





EndingDescription

Balance


Expense


Accounts


Deductions


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

$
5,085


$
10,518
(1)

$
(3,007
)(2)

$
(1,138
)(3)

$
11,458Nigerian prepaid tax allowance


1,669







(1,669
)(2)






Allowance for doubtful accounts


2,765



6,761
(4)


(703
)(2)


(8,100
)(5)


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

$
6,245


$



$



$
(1,160
)(3)

$
5,085Nigerian prepaid tax allowance


1,799



152
(6)






(282
)(7)


1,669Allowance for doubtful accounts


1,463



3,436
(4)






(2,134
)(5)


2,765For the year ended December 31, 2007:Income tax valuation allowance

$
7,792


$



$



$
(1,547
)(3)

$
6,245Nigerian prepaid tax allowance


2,173



505
(6)






(879
)(7)


1,799Allowance for doubtful accounts


767



1,272
(4)






(576
)(5)


1,463   (1)
    
    Relates to valuation allowances
    for capital losses totaling approximately $9.0 million and
    foreign tax credits totaling approximately $1.5 million.(2)
    
    Primarily relates to reserves that
    were included in the net assets that were part of the sale of
    our Energy business.(3)
    
    Relates to a reduction in federal,
    state, and foreign net operating losses and related valuation
    allowances.(4)
    
    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.(5)
    
    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. 20




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(6)
    
    Relates to the inability to
    realize Nigerian prepaid income tax assets.(7)
    
    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

Articles of Incorporation, as amended, filed as Exhibit 3.1 to
    our Annual Report on Form 10-K for the year ended December 31,
    1993, 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

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.10
.1

2009 Incentive Compensation Plan (attachments excluded), filed
    herewith.*10
.2

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
.2(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
.2(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
.2(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
.2(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
.2(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.*10
.2(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
.2(g)

Seventh Amendment to Consulting Agreement effective April 26,
    2010, by and between us and Richard L. Shaw, filed herewith.*10
.3

First Amended and Restated Loan Agreement dated September 17,
    2004, by and between us and Citizens Bank of Pennsylvania, PNC
    Bank, National Association and Fifth Third Bank, filed as
    Exhibit 10.4(a) to our Quarterly Report on Form 10-Q for the
    quarter ended September 30, 2004, and incorporated herein by
    reference.10
.3(a)

First Amendment to the First Amended and Restated Loan Agreement
    dated September 1, 2007, by and between us and Citizens Bank of
    Pennsylvania, PNC Bank, National Association and Fifth Third
    Bank, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q
    for the period ended September 30, 2007, and incorporated herein
    by reference.10
.3(b)

Second Amendment to the First Amended and Restated Loan
    Agreement dated September 25, 2009, by and between us and
    Citizens Bank of Pennsylvania, PNC Bank, National Association
    and Fifth Third Bank, filed herewith.10
.4

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.* 21




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##### Table of Contents



Exhibit No.

Description10
.5

1996 Nonemployee Directors Stock Incentive Plan, filed as
    Exhibit A to our definitive Proxy Statement with respect to our
    1996 Annual Meeting of Shareholders, and incorporated herein by
    reference.*10
.5(a)

Amendment to the 1996 Nonemployee Directors Stock
    Incentive Plan, filed as Appendix B to our definitive Proxy
    Statement with respect to our 2004 Annual Meeting of
    Shareholders, and incorporated herein by reference.*10
.6

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
.6(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
.7

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
.8

Form of Employment Continuation Agreement between Joseph R.
    Beck, David J. Greenwood, 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
.9

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.13
.1

Selected Financial Data, Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
    Consolidated Financial Statements as of December 31, 2009 and
    2008 and for each of the three years in the period ended
    December 31, 2009, 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, 2009.21
.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

Audited financial statements for our unconsolidated subsidiary,
    Stanley Baker Hill, LLC, for the year ended December 31, 2009,
    filed herewith.99
.2

Unaudited financial statements for our unconsolidated
    subsidiary, Stanley Baker Hill, LLC, for the years ended
    December 31, 2008 and 2007, filed herewith.99
.3

Report of Independent Registered Public Accounting Firm
    (Deloitte & Touche LLP) on financial statement schedule for
    the years ended December 31, 2009, 2008 and 2007, filed
    herewith.     *
    
    Management contract or
    compensatory plan. 22




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##### Table of Contents



SIGNATURES
    MICHAEL BAKER CORPORATIONDated: March 15, 2010

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  23