 Disposition of Shares & Dividends for Employees: Baker 401(k) Plan & Employee Stock Purchase Program (ESPP) Exhibit (a)(5)(I) Integrated Mission Solutions (IMS)/Baker Transaction Considerations for Employee Shareholders |
 Agenda Expected Outcomes Basic Facts Concerning the Transaction Share Disposition – 401(k) & ESPP Final Dividend Payment & Disposition – 401(k) & ESPP Additional Thoughts and Reminders Summary of Outcomes What to Do Next 2 |
 Legal Disclosure – Additional Information This presentation is not an offer to purchase or a solicitation of an offer to sell securities of Baker. On September 9, 2013, Integrated Mission Solutions (IMS) filed with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO (the “Schedule TO”) and Michael Baker Corporation (“Baker”) filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9) regarding the tender offer by IMS for all of the outstanding shares of common stock of Baker. On September 9, 2013, IMS mailed to Baker’s shareholders the Schedule TO, which included an offer to purchase and related materials (including materials specifically related to participants in Baker’s 401(k) Plan), and Baker mailed to its shareholders Schedule 14D-9, with respect to the tender offer. Baker shareholders are urged to read these materials (and any amendments or updates thereto) carefully, since they contain important information, including the terms and conditions of the offer, that Baker shareholders should consider before tendering their shares. Baker shareholders may obtain a free copy of these materials and other documents filed by IMS or Baker with the SEC at the website maintained by the SEC at www.sec.gov. These materials also may be obtained for free by contacting Georgeson, Inc. the information agent in the tender offer, at (888) 666-2580. 3 |
 Cautionary Note with Respect to Forward- Looking Statements This presentation contains forward–looking statements with respect to the tender offer and related transactions, including the expected timing of the completion of the tender offer and related transactions. When used in this presentation, the words “can”, “will”, “intends”, “expects”, “is expected”, similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Such statements are based on a number of factors that could ultimately prove inaccurate, and are subject to a number of risk factors, including uncertainties regarding the timing of the closing of the transaction and the risk that the transaction will not close. Factors that could cause actual results to differ materially include the following: the risk that a majority of Baker shares are not tendered in the tender offer, the risk that Baker experiences a material adverse change giving IMS the right not to close the transaction, the risk that IMS is unable to close on its financing and the risk that Baker’s business will suffer due to uncertainty related to the transaction, the competitive environment in our industry and competitive responses to the transaction. Baker does not assume any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Further information on factors that could affect Baker’s financial results is provided in documents filed by Baker with the SEC, including Baker’s recent filings on Form 10-Q and Form 10-K. 4 |
 Expected Outcomes Understanding the Objectives |
 Expected Outcomes Understand some key facts related to the IMS/Baker transaction. Be aware of how shares and dividends will be managed in the 401(k) Plan and the ESPP. Be aware of what actions an employee may want to conduct as a result of the transaction. Employees should be better prepared to ask questions and to know who to go to for answers. 6 |
 Basic Facts Concerning the Transaction Who, What and When • This presentation assumes this transaction will close sometime in the 4 th Quarter 2013 |
 Transaction Facts “Tender Offer” initiated by CDL Acquisition, a wholly owned subsidiary of IMS, to purchase all the shares of Michael Baker Corporation, followed by a merger. IMS is an affiliate of D.C. Capital Partners. 2,000 employees. Service provider to the Federal Government. Combined companies will have 5,000 employees and revenue of > $1B. 8 |
 Transaction Facts Offering price - $40.50 per share. Expected closing – start of 4Q 2013. After the closing Baker will no longer be a publicly traded company. For at least three years, Baker to retain its name and identity. Headquarters to remain in Pittsburgh. Maintain salaries and benefits – 1 year. Organization & staffing essentially kept intact 9 |
 Share Disposition What will happen to my stock in the 401(k) Plan and the Employee Stock Purchase Program (ESPP)? |
 Share Disposition – 401(k) Plan Previously 25% of Baker’s 401(k) match was in the form of Baker stock. Providing stock as part of the match was discontinued effective August 26, 2013. Starting with the pay of September 6, 2013, the 401(k) match will be 100% in cash allocated to the employee’s chosen investment elections. Done in advance of the transaction to facilitate liquidation of shares. 11 |
 Share Disposition – 401(k) Plan Letters have been mailed by T. Rowe Price (TRP), as Trustee of the 401(k) Plan explaining details on the process. Participants can direct the Trustee whether to tender the shares allocated to their accounts. A “blackout period” will take place starting at 4 P.M. on October 1, 2013. 12 |
 Share Disposition – 401(k) Plan The blackout period only impacts the ability to trade Baker shares. Will end when transaction completes (approximately 10 days). During blackout shares exchanged for cash. Last day to direct TRP whether to tender shares: October 2. 13 |
 Share Disposition – 401(k) Plan All money deposited in 401(k) accounts from this transaction will go to a TRP Retirement Date Fund that most closely corresponds with the account holder’s 65th birthday. Employees will need to actively reallocate these proceeds after the transaction is completed according to personal investment choices. If you do not reallocate, the funds will remain in the appropriate Retirement Date Fund until such time as you decide to move them. 14 |
 Share Disposition - ESPP As Baker will no longer be a publicly traded company, the ESPP will officially terminate on September 30 , 2013. The last payroll deduction for the ESPP will occur with the pay of September 20, 2013. The final share purchase under the ESPP will occur on September 30, 2013. This last purchase will be made at the 10% discount level. 15 |
 Share Disposition - ESPP All shares will be redeemed at the tender offer price of $40.50 per share. American Stock Transfer (AST) will mail checks for the value of all the shares as soon as practical after the close of the tender offer. Baker will pay the Broker’s fees for this transaction and they will be recorded as miscellaneous income on the employee’s 2013 W-2. Last day to decide to tender ESPP shares: October 7. 16 |
 Final Dividend Payment & Disposition What will happen to the dividend payment in the 401(k) Plan and the ESPP? |
 Final Dividend Payment & Disposition Company will pay one final dividend: Record date – September 16. Payment date – October 2. Amount - $.18 per share. For the 401(k) Plan As normal practice, on 10/2 dividends will be paid to 401(k) accounts based on shares held on 9/16 and will be reinvested to purchase Baker shares. These shares will be liquidated during the blackout period with all other shares. 18 |
 Final Dividend Payment & Disposition ESPP cash dividends will be paid to shareholders of record as of September 16, 2013. This means that shares purchased by the ESPP on September 30, 2013 will not be counted for the dividend payment. The dividend checks will be mailed by AST as soon as practical after the payment date. 19 |
 Additional Reminders and Thoughts Some other things to remember and think about |
 401(k) Plan – Additional Reminders Baker will continue to provide company matching contributions: 100% on first 3% of employee contributions. 50% on second 3% of employee contributions. All future matches will be 100% cash and placed in funds as directed by the employee. After the transaction there will no longer be Baker stock in the 401(k) Plan. Employees are responsible to move transaction proceeds from the appropriate Retirement Date Fund. 21 |
 401(k) Plan – Additional Reminders All of these transactions will be free of tax or penalty since they will occur within the 401(k) Plan. Employees should check their 401(k) account balances before and after the blackout period to validate that balances are correctly reflected in your account. 22 |
 401(k) Plan – Additional Reminders All employees are encouraged to update beneficiary information with TRP! Only 37% of employees have listed beneficiaries. Failure to name a beneficiary could create significant problems if something happens to you. Updating beneficiaries in Oracle during open enrollment DOES NOT update the information with TRP! 23 |
 ESPP – Additional Thoughts Employees are responsible for the taxes related to the sale and disposition of shares and dividends from the ESPP. Short term gains will be recorded as income on employees’ W-2s. AST will provide a Form 1099 to employees at year end for tax purposes (Long Term Capital Gains). Employees are encouraged to consult with a tax advisor related to these topics. 24 |
 Summary of Outcomes Can I explain what is going to happen? |
 Summary of Outcomes Am I able to state some of the basic facts regarding the transaction? Am I able to explain what will happen to the shares I own? In the 401(k) Plan. In the ESPP. Am I able to explain what will happen to the dividend payment? In the 401(k) Plan. In the ESPP. 26 |
 What to do next? What am I responsible for? |
 What to do next? Pay attention to mailings and e-mails from Baker and TRP in case of changes. Check your 401(k) Plan balance before and after the transaction. Reallocate money in your 401(k) plan if desired. Consult with a professional advisor on your tax responsibilities concerning the ESPP. 28 |
 What to do next? For the 401(k) Plan: 29 Direct TRP whether to tender shares by October 2. For the ESPP: Decide whether to tender shares by October 7. |
 Who to Contact for Questions? Molly Wellard Manager of Compensation & Benefits 412-269-6424 mwellard@mbakercorp.com Alicia Hoadley Benefits Specialist 412-269-4675 ahoadley@mbakercorp.com 30 |