PRIMARK CORP, DEF 14A, 1998-04-08

PRIMARK CORP
DEF 14A, 1998-04-08
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

- --------------------------------------------------------------------------------

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

PRIMARK CORPORATION
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2

[PRIMARK LOGO] GLOBAL INFORMATION Primark Corporation
SERVICES
1000 Winter Street

Suite 4300N

Waltham, MA 02154.1248

Tel 781.487.2102

Fax 781.890.6187

Joseph E. Kasputys

Chairman, President and

Chief Executive Officer

April 9, 1998

Dear Shareholder:

Your Board of Directors cordially invites you to attend the 1998 Annual Meeting
of Shareholders which will be held at 11:00 a.m. on Wednesday, May 27, 1998 at
the Burlington Marriott Hotel, 1 Mall Road, Burlington, Massachusetts. Details
regarding the business of the meeting are contained in the following Notice of
Annual Meeting of Shareholders and Proxy Statement.

I look forward with the other members of the Board of Directors to the
opportunity of greeting personally those shareholders who are able to attend the
meeting. However, regardless of whether you attend the meeting, it is important
that your shares be represented. Accordingly, we urge you to sign the enclosed
Proxy and return it to us promptly in the envelope provided.

Your continued support is very much appreciated.

Sincerely,

/s/ Joseph E. Kasputys
Joseph E. Kasputys

<PAGE> 3

[PRIMARK LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 27, 1998

To the Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of Primark
Corporation ("Company") will be held at the Burlington Marriott Hotel, 1 Mall
Road, Burlington, Massachusetts on Wednesday, May 27, 1998 at 11:00 a.m. for the
following purposes:

(1) To elect a board of seven directors;

(2) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the year ending December 31, 1998; and

(3) To transact such other business as may properly come before the
meeting.

Shareholders of record at the close of business on March 31, 1998 will be
entitled to vote at the meeting.

You are cordially invited to attend the Annual Meeting in person.
Regardless of whether you expect to attend the meeting in person, the Board of
Directors urges you to sign, date and promptly return the enclosed Proxy in the
accompanying envelope.

By Order of the Board of Directors,

/s/ Michael R. Kargula
Michael R. Kargula
Executive Vice President,
General Counsel and Secretary

April 9, 1998

- --------------------------------------------------------------------------------
IMPORTANT
Even if you expect to attend the Annual Meeting, regardless of the size of your
shareholdings, it is requested that you promptly date and sign the enclosed form
of Proxy and return it in the envelope provided. If you are able to attend the
meeting and wish to vote your shares personally, you may do so at any time
before your Proxy is voted.
- --------------------------------------------------------------------------------
<PAGE> 4

[PRIMARK LOGO]

PROXY STATEMENT
FOR THE
1998 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors ("Board" or "Primark Board") of Primark
Corporation (hereinafter referred to as "Primark" or the "Company"), 1000 Winter
Street, Suite 4300, Waltham, Massachusetts 02154, to be voted at the 1998 Annual
Meeting of Shareholders of the Company to be held at the Burlington Marriott
Hotel, 1 Mall Road, Burlington, Massachusetts on Wednesday, May 27, 1998 at
11:00 a.m., and at any adjournments thereof. The Proxy Statement and form of
Proxy are first being sent to shareholders on or about April 9, 1998.

As of March 31, 1998, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were 27,016,073 shares
of Common Stock of the Company ("Shares" or "Common Stock") outstanding. Each
outstanding Share is entitled to one vote on all matters which may come before
the Annual Meeting. All Shares which are represented by signed Proxies received
at or prior to the meeting from shareholders of record will be voted at the
Annual Meeting in accordance with the instructions indicated on such Proxies.
Executed but unmarked Proxies will be voted as recommended by the Board. A Proxy
may be revoked by the person executing it at any time before the authority
thereby granted is exercised by notifying the Secretary of the Company in
writing, or by delivering to the Secretary of the Company a Proxy bearing a
later date, or by attending the Annual Meeting and voting in person.

In accordance with Michigan corporate law, the Company's Articles of
Incorporation and by-laws, each nominee for director will be elected upon
receiving a plurality of the votes cast at the meeting, assuming that a quorum
is present. For purposes of determining the number of votes cast with respect to
the election of directors and many other voting matters, only those cast "for"
or "against" are included. Proxies containing abstentions, withheld votes, or
broker non-votes will be counted as present for purposes of determining a
quorum, but will not be counted as votes cast at the meeting. Under New York
Stock Exchange ("NYSE") rules shares held in street name may not be voted, as to
certain "non-routine" matters, by the brokers in whose names they are held,
absent instructions from the beneficial owner of shares. Actions other than the
election of directors are ordinarily authorized by a majority of the votes cast.
Certain matters, however, require either a majority of the outstanding shares
entitled to vote, or a majority of the shares present and entitled to vote. As
to any of such matters, an abstention or a broker non-vote has the same effect
as a vote against the proposal.

1
<PAGE> 5

OTHER MATTERS

Except as set forth herein, the Board has no knowledge of any other matters
to come before the meeting. If, however, any other matters properly come before
the meeting upon which a vote may properly be taken, it is the intention of the
persons named in the Proxy to vote the Proxy in accordance with their judgment
on such matters.

ELECTION OF DIRECTORS

Unless otherwise instructed on the Proxy, the persons named therein intend
to vote the Proxy for the election of the following named persons as directors
to hold office until the next Annual Meeting of Shareholders and until their
successors have been duly elected and qualified. The Board believes that, if
elected, each nominee will be able and willing to serve. However, if any nominee
should be unable or unwilling to serve as a director, the Board may select a
substitute nominee and in that event the Proxy will be voted for the person so
selected.

Information as of January 12, 1998 concerning the Board of Directors'
nominees for election as directors is set forth below.

KEVIN J. BRADLEY, 69, served as the Chairman of Corporate Investment
Associates, Inc., an investment management firm from November 1990 to September
1995. From November 1985 until October 1990, he was a Limited Partner of Weiss
Asset Management Limited Partnership, an investment management firm. From 1977
through November 1985, he served as Chairman and Chief Executive Officer of the
Travelers Investment Management Company, a subsidiary of The Travelers
Corporation (a financial services company). Mr. Bradley has been a director of
the Company since 1981. He is Chairman of the Compensation Committee and a
member of the Audit Committee of the Board.

JOHN C. HOLT, 57, served as the President and Chief Executive Officer of
TASC, Inc. ("TASC"), an applied information technology company and formerly a
wholly-owned subsidiary of the Company, and Executive Vice President of the
Company from April 1994 until April 1, 1998. From April 1, 1998 until December
31, 1998, Mr. Holt will serve as a consultant to TASC. From 1982 until January
1994, Mr. Holt held the position of Executive Vice President of The Dun &
Bradstreet Corporation ("D&B"), an information services company, and served as a
director of that company from 1985 until 1994. In addition, Mr. Holt was the
former Chairman, President and Chief Executive Officer of the A. C. Nielsen
Company, a marketing information company and a former affiliate of D&B. Mr. Holt
has been a director of the Company since 1985. He is a member of the Finance
Committee of the Board.

JOSEPH E. KASPUTYS, 61, has served as Chairman, President and Chief
Executive Officer of the Company since May 1988. From June 1987 until May 1988,
he served as President and Chief Operating Officer of the Company. Prior to
joining the Company in June 1987, he was Executive Vice President of
McGraw-Hill, Inc., a publishing and information services company. Prior to
joining McGraw-Hill in 1985, he was President and Chief Executive Officer of
Data Resources, Inc., an economic forecasting and consulting firm. Mr. Kasputys
has been a director of the Company since 1987. He is a member of the Nominating
Committee of the Board. Mr. Kasputys is also a director of Lifeline Systems,
Inc., a company that develops and manufactures personal response products and
provides related monitoring and other services.

2
<PAGE> 6

STEVEN LAZARUS, 66, is Managing Director of the ARCH Venture Partners L.P.,
a venture partnership investing in companies in the early stage of development,
and has held that position since July 1994. From 1986 to 1994, he was President
and Chief Executive Officer of Argonne National Laboratory/The University of
Chicago Development Corporation ("ARCH"), which transforms scientific
discoveries into viable high technology products and services. Prior to joining
ARCH in October 1986, he was a Group Vice President at Baxter Travenol
Laboratories, Inc., a manufacturer and distributor of hospital supplies and
related medical equipment. Mr. Lazarus has been a director of the Company since
1987. He is Chairman of the Nominating Committee and a member of the Audit and
Compensation Committees of the Board. Mr. Lazarus is also a director of Amgen
Inc., a biotechnology company and Illinois Superconductor Corporation, an
advanced materials company serving the telecommunications industry. He is also a
director of New Era of Networks, Inc., a company that develops, markets and
supports application integration software and provides application services,
Nanophase Technologies Corp., a developer and marketer of nano-crystalline
materials for use as ingredients and components in a wide range of commercial
applications, and First Consulting Group, Inc., a provider of information
technology and other consulting services to healthcare organizations.

PATRICIA MCGINNIS, 50, is the President and Chief Executive Officer of the
Council for Excellence in Government, a national membership organization of
private sector leaders who have served as senior officials in government. She
has held this position since June 1994. From 1982 until May 1994, she was a
principal at the public affairs consulting firm of Winner/Wagner & Francis
(formerly the FMR Group). Previously, she served in various senior policy
positions in the federal government including the Office of the Vice President,
the Department of Health and Human Services, the Department of Commerce, the
Office of Management and Budget and the Senate Budget Committee. Ms. McGinnis
has been a director of the Company since 1995. She is a member of the
Compensation Committee of the Board.

JONATHAN NEWCOMB, 51, is President and Chief Executive Officer of Simon &
Schuster, an educational, computer and English-language book publisher and the
publishing operation of Viacom Inc. and has held this position since June 1994.
From January 1991 until May 1994, he served as President and Chief Operating
Officer of Simon & Schuster. From November 1989 until December 1990, Mr. Newcomb
was Executive Vice President, Operations of that company. He has been a director
of the Company since 1996. Mr. Newcomb is Chairman of the Finance Committee of
the Board and a member of the Nominating Committee. Mr. Newcomb is also a
director of Marine Midland Bank.

CONSTANCE K. WEAVER, 45, is Financial Vice President-Investor Relations of
AT&T Corp., a communications service company, a position she has held since May
1996. From June 1995 to April 1996, she held the position of Senior Director -
Investor Relations of Microsoft Corporation, a computer software company. From
June 1993 through May 1995, she held the position of Vice President, Investor
Relations of MCI Communications Corporation, a telecommunications company. From
June 1991 until July 1993 and from January 1990 until May 1991, she held the
position of Director, Investor Relations and Director, Corporate Communications,
respectively, of that company. From 1988 until January 1990, she was the
Executive Director, Business Week Executive Programs and Services Department for
McGraw-Hill, Inc. Ms. Weaver has been a director of the Company since 1994. She
is Chairwoman of the Audit Committee and a member of the Finance Committee of
the Board.

3
<PAGE> 7

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Members of the Board held an aggregate of seven regular meetings and three
special meetings during 1997 and also served on standing committees of the
Board. During 1997, no director attended less than 75 percent of the (i) total
number of meetings held by the Board, and (ii) total number of meetings held by
all committees of the Board on which the director served. In addition to the
Finance Committee, the Company has the following standing committees of the
Board:

Audit Committee -- The Audit Committee, which held two meetings during
1997, recommends to the Board the selection of independent auditors; reviews the
scope of the independent audit and auditors' fees; reviews the annual financial
statements and audit results, including auditors' recommendations; reviews the
Company's internal control system; reviews the scope of the internal audit
procedures and results of those procedures; and reviews the Company's policies
relating to business conduct.

Compensation Committee -- The Compensation Committee held two meetings
during 1997. The Compensation Committee establishes the salaries and other
direct compensation for all officers of the Company, annually reviews and makes
recommendations to the Board with respect to the compensation to be paid to
outside directors of the Company, and administers certain incentive plans of the
Company.

Nominating Committee -- The Nominating Committee, which held one meeting
during 1997, is authorized to make recommendations to the Board concerning
nominees for directors to be elected at the Company's Annual Meeting of
Shareholders, nominees to fill vacancies on the Board, and policies relating to
tenure and retirement of the Company's directors and successors to the Company's
two highest ranking offices. The Nominating Committee accepts recommendations
from shareholders of individuals to be considered as nominees for directors. In
accordance with the Company's Articles of Incorporation, nominations for
election to the Board of Directors at a meeting of the shareholders may be made
by the Board of Directors, on behalf of the Board of Directors by the Nominating
Committee, or by any shareholder of the Company entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
Board of Directors, shall be made by notice in writing, delivered to or mailed,
and received by the Secretary of the Company at least 60 days but not more than
90 days prior to the anniversary date of the immediately preceding Annual
Meeting. A shareholder's notice of nomination must contain certain information
set forth in the Company's Articles of Incorporation concerning each person the
shareholder proposes to nominate for election and the nominating shareholder.
Shareholder nominations for election as directors at the 1998 Annual Meeting
were required to be received by March 30, 1998 in order to be considered timely.
No such nominations were received by that date.

4
<PAGE> 8

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of Shares beneficially owned as
of March 1, 1998 by each director, the chief executive officer and the four
other most highly compensated executive officers, and by all directors and
executive officers of the Company as a group:

<TABLE>
<CAPTION>
NUMBER PERCENT
NAME OF SHARES OWNERSHIP
---- --------- ---------
<S> <C> <C>
Kevin J. Bradley(1).................................... 70,236 .26%
Stephen H. Curran(2)(3)................................ 243,705 .90%
Ira Herenstein(2)(3)................................... 113,094 .42%
John C. Holt(2)(3)..................................... 475,464 1.73%
Michael R. Kargula(2)(3)............................... 340,961 1.26%
Joseph E. Kasputys(2)(3)............................... 1,391,870 5.08%
Steven Lazarus(1)...................................... 104,340 .39%
Patricia McGinnis(1)................................... 30,000 .11%
Jonathan Newcomb(1).................................... 24,800 .09%
Constance K. Weaver(1)................................. 37,500 .14%
All directors and executive officers as a
group(12 persons)(4)(5).............................. 3,177,629 11.06%
</TABLE>

- ---------------
(1) Includes for Messrs. Bradley, Lazarus and Newcomb 69,936, 82,404, and 22,500
Shares, respectively, and for Mdmes. McGinnis and Weaver 30,000 and 37,500
Shares, respectively, which such directors have the right to acquire
pursuant to the exercise of the options held by them under the Primark
Corporation Stock Option Plan for Non-Employee Directors ("Stock Option Plan
for Non-Employee Directors"). Directors who are employees of the Company, or
a subsidiary thereof, are not eligible to receive option grants under this
plan.

(2) Includes 28,262 Shares for each of Messrs. Curran and Kasputys, 28,942
Shares for Mr. Kargula and 12,484 Shares for Mr. Herenstein allocated to the
participant's account under the Primark Corporation Savings and Stock
Ownership Plan (formerly the Primark Corporation Employee Stock Ownership
Plan) ("Savings Plan"). Includes 144 Shares held by Mr. Holt under the TASC,
Inc. Profit Sharing and Stock Ownership Plan ("PSSOP"). Also includes 2,199
Shares held by Mr. Curran under the Primark Corporation 1992 Employee Stock
Purchase Plan ("ESPP").

(3) Includes 431,000, 474,320, 113,000, 155,000 and 100,610 Shares subject to
stock options exercisable within 60 days of March 1, 1998 held by Messrs.
Kasputys, Holt, Curran, Kargula and Herenstein, respectively, which options
were granted under various plans of the Company.

(4) Includes 1,515,630 Shares subject to stock options exercisable within 60
days of March 1, 1998 held by executive officers under various plans of the
Company.

(5) Includes 154,964 Shares for all executive officers as a group which are held
under the Savings Plan and PSSOP. As to Shares held in the Savings Plan, the
executive officers possess both voting and dispositive power with respect to
all such Shares. Non-employee directors of the Company are not eligible to
participate in these plans. Also includes 2,825 Shares held by executive
officers as a group which are held under the ESPP.

5
<PAGE> 9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Based on information filed with the Securities and Exchange Commission
("SEC") on Schedule 13Gs, certain information is set forth below with respect to
beneficial owners of more than five percent of the Shares (see also "Security
Ownership of Management" on page 5 hereof):

<TABLE>
<CAPTION>
NUMBER PERCENT OF CLASS
NAME AND ADDRESS OF SHARES AS OF MARCH 1, 1998
---------------- --------- -------------------
<S> <C> <C>

The Capital Group Companies, Inc.......... 2,288,900(1) 8.48%
Capital Research and
Management Company
SMALLCAP World Fund, Inc.
333 South Hope Street
Los Angeles, California 90071

GeoCapital, LLC........................... 1,588,033(2) 5.87%
767 Fifth Avenue
45th Floor
New York, New York 10153-4590
</TABLE>

- ---------------

(1) As of December 31, 1997, The Capital Group Companies, Inc. is the parent
holding company of a group of investment management companies that hold
investment power and, in some cases, voting power over the securities
reported. Capital Research and Management Company serves as investment
advisor to various investment management companies and has the sole power to
dispose of the reported securities. SMALLCAP World Fund, Inc. is an
investment management company and has the sole power to vote 1,350,000
shares of the reported securities.

The Capital Group Companies, Inc. does not have investment power or voting
power over any of the securities reported above; however, The Capital Group
Companies, Inc. may be deemed to beneficially own such securities by virtue
of the rules and regulations promulgated by the SEC.

(2) As of December 31, 1997, sole dispositive power is claimed with respect to
1,588,033 Shares.

6
<PAGE> 10

EXECUTIVE COMPENSATION

The following table ("Summary Compensation Table") sets forth the
compensation paid or awarded for performance during the last three completed
fiscal years by the Company or a subsidiary to the Company's chief executive
officer and the other four most highly compensated executive officers of the
Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------- ------------------------
AWARDS PAYOUTS
---------- -------
OTHER SECURITIES
ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSA- OPTIONS PAYOUTS COMPENSA-
PRINCIPAL POSITION YEAR ($) ($) TION($) (#) ($) TION($)
------------------ ---- ------- ------- --------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys(1)................... 1997 609,583 146,601 (2) 1,000,000 0 7,627(3)
Chairman, President and 1996 601,184 426,948 58,258(4) 40,000 0 33,419
Chief Executive Officer 1995 584,376 391,804 56,561(4) 101,000(5) 0 115,377
of the Company

John C. Holt(6)......................... 1997 427,515 355,050 (2) 20,000 0 30,000(7)
President and Chief Executive 1996 417,510 261,584 (2) 16,000 0 33,515
Officer of TASC, and Executive 1995 407,535 237,169 (2) 57,000(5) 516,316(6) 30,000
Vice President of the Company

Stephen H. Curran(8).................... 1997 232,500 37,345 (2) 23,000 0 6,674(3)
Executive Vice President and 1996 221,846 106,382 (2) 11,000 0 32,466
Chief Financial Officer of 1995 204,751 87,531 (2) 14,000 0 114,424
the Company

Ira Herenstein(9)....................... 1997 325,000 76,820 (2) 25,000 0 7,643(3)
Senior Vice President of 1996 325,250 123,312 (2) 8,000 274,120(10) 33,435
Marketing of the Company 1995 -- -- -- -- -- --

Michael R. Kargula(1)(8)................ 1997 244,750 43,980 (2) 25,000 0 6,554(3)
Executive Vice President, 1996 240,285 128,191 (2) 13,000 0 32,346
General Counsel and Secretary 1995 234,125 117,791 (2) 37,000(5) 0 114,304
of the Company
</TABLE>

- ---------------

(1) Messrs. Kasputys and Kargula previously held the positions of Chairman of
TASC and Vice President and General Counsel of TASC, respectively. In
connection with the Company's sale of TASC to Litton Industries, Inc., Mr.
Kasputys and Mr. Kargula resigned such positions effective as of the
closing date of the transaction.

(2) While the executive officers received other compensation in the form of
perquisites, such perquisites do not exceed the lesser of $50,000 or ten
percent of each executive officer's total annual salary and bonus for 1997
as reported for such executive officer herein.

(3) Includes matching contributions of $4,750 made by the Company under the
Savings Plan for each of Messrs. Kasputys, Curran, Kargula and Herenstein.
Includes $2,877, $1,924, $1,804 and $2,893 for Messrs. Kasputys, Curran,
Kargula and Herenstein, respectively, representing the premium amounts paid
by the Company for executive life insurance on behalf of such executive
officers.

(Footnotes continued on next page)

7
<PAGE> 11

(Footnotes continued from previous page)

(4) The amount includes $29,260 and $35,395 for fiscal years ended December 31,
1996 and December 31, 1995 for imputed interest relating to a certain loan
by the Company to Mr. Kasputys for payment of income taxes in connection
with the grant of stock to Mr. Kasputys under the Primark Corporation 1988
Incentive Plan ("Incentive Plan"). Such loan is interest-free; evidenced by
promissory notes; secured by 40,000 Shares; and, subject to annual
repayments, is fully payable on December 31, 1998. The largest aggregate
amount of indebtedness outstanding thereunder in 1997 was $509,121, of
which $443,781 was outstanding on March 31, 1998.

(5) Includes 51,000, 32,000 and 18,000 Shares subject to option for Messrs.
Kasputys, Holt and Kargula, respectively, which options vest in three
annual installments with the first installment having vested during 1996.
The options were granted in recognition of the executive officers'
agreements to accept a 50 percent reduction in the amount of their
respective merit increases in fiscal years 1995, 1996 and 1997.

(6) In connection with the sale of TASC, Mr. Holt resigned as an officer and
director of TASC and as an officer of the Company. He will continue to be a
member of the Board of Directors of the Company. In 1995, Mr. Holt was paid
$516,316 in connection with a certain long-term incentive arrangement under
the Employment Agreement dated February 28, 1994 among the Company, TASC
and Mr. Holt (the "Holt Employment Agreement"). See "Employment Agreements
and Other Arrangements."

(7) Includes $19,508 and $10,492 allocated to Mr. Holt's account under the
PSSOP and the TASC Supplemental Employee Retirement Plan, respectively, for
the fiscal year ended December 31, 1997.

(8) In connection with the exercise of stock options, Messrs. Curran and
Kargula borrowed $216,647 and $393,772, respectively, from the Company.
Such loans are interest-free; evidenced by promissory notes; secured by
13,000 and 20,000 Shares, respectively; and are fully payable on December
16, 2004.

(9) Mr. Herenstein was not an officer of the Company during fiscal year 1995.

(10) Represents the amount paid to Mr. Herenstein pursuant to the terms of an
employment agreement between the Company and Mr. Herenstein dated December
3, 1996 under which Mr. Herenstein is deemed to have exercised as of
September 30, 1996 all value appreciation rights that were granted to him
under the Primark Information Services UK Limited And Affiliates Long-Term
Incentive Plan while he was an executive officer of a Primark subsidiary.
See "Employment Agreements and Other Arrangements."

8
<PAGE> 12

OPTION GRANTS IN LAST FISCAL YEAR

Set forth below is information concerning the grant of stock options to
each of the persons named on the Summary Compensation Table during 1997.

<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
---------------------------------------------------------------- -----------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR GRANT DATE
OPTIONS IN FISCAL BASE PRICE EXPIRATION PRESENT DATE OF
NAME GRANTED(#)(1) YEAR ($/Sh) DATE VALUE($)(2) EXERCISABILITY
---- ------------- ---------- ---------- ---------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys....... 500,000(3) 32.84% $ 24.25 January 6, 2007 6,934,033 January 7, 1999
250,000(3) 16.42% $30.313 January 6, 2007 3,026,041 January 7, 2000
250,000(3) 16.42% $36.375 January 6, 2007 2,657,782 January 7, 2001
John C. Holt............. 20,000(4) 1.31% $ 25.00 February 24, 2007 285,972 February 25, 1998
Stephen H. Curran........ 13,000 .85% $ 25.00 February 24, 2007 197,503 February 25, 1997
10,000 .66% $ 23.50 May 27, 2007 154,137 May 28, 1997
Ira Herenstein........... 25,000(4) 1.64% $ 24.25 January 6, 2007 346,798 January 7, 1998
Michael R. Kargula....... 15,000 .99% $ 25.00 February 24, 2007 227,888 February 25, 1997
10,000 .66% $ 23.50 May 27, 2007 154,137 May 28, 1997
</TABLE>

- ---------------

(1) All stock options have a ten-year term.

(2) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine grant
date present value. The following assumptions were made for purposes of
calculating the Grant Date Present Value: an option term of ten years,
volatility ranging from 35.46% to 42.02%, dividend yield at 0%, interest
rate ranging from 6.56% to 6.95% and a vesting discount which utilized a 3%
risk of forfeiture that produced a range from .8853 to .94116. The Company
does not advocate or necessarily agree that the Black-Scholes model can
properly determine the value of an option.

(3) The option becomes fully exercisable upon a change of control or, in the
sole discretion of the Compensation Committee, in the event the Board
designates a successor as chief executive officer of the Company.

(4) The stock options vest in three equal annual installments with the first
installment vesting on the Date of Exercisability as noted in the table
above.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

Set forth below is information concerning the value of unexercised
in-the-money stock options held on December 31, 1997 by each person named in the
Summary Compensation Table.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FY-END(#) AT FY-END($)(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys............. 1,018,220 37,407,366 414,170 1,016,830 10,661,912 12,339,651
John C. Holt................... 0 0 343,470 249,530 9,180,396 6,263,292
Stephen H. Curran.............. 166,240 5,909,915 103,000 0 2,419,439 0
Ira Herenstein................. 0 0 89,640 63,360 2,051,415 1,156,401
Michael R. Kargula............. 211,580 7,521,775 139,060 5,940 3,357,666 158,524
</TABLE>

(Footnotes on next page)

9
<PAGE> 13

(Footnotes from previous page)

(1) The "Value Realized" is equal to the difference between the option exercise
price and the fair market value of the Company's Common Stock on the NYSE on
the date of exercise.

(2) The value is based upon the $40.6875 closing price of a share of the
Company's Common Stock on the NYSE at December 31, 1997, minus the exercise
price.

DIRECTORS' COMPENSATION

During 1997, each director who was not an employee of the Company or of any
of its subsidiaries received as compensation for the director's services an
annual retainer of $20,000. The fee for each Board meeting and committee meeting
attended by a non-employee director is $1,500 and $750, respectively; provided,
however, that if a committee meeting is held on a date when no Board meeting is
held, each non-employee director who is a member of the committee is entitled to
receive $1,500 for each such meeting attended. In addition, non-employee
directors of the Company automatically receive on an annual basis a
non-qualified stock option to acquire 7,500 Shares under the Stock Option Plan
for Non-Employee Directors. The directors who serve as officers of the Company
or of a subsidiary receive no compensation for their services as a director
other than their regular salaries and benefits.

The Company maintains the Primark Corporation Supplemental Death Benefit
and Retirement Income Plan, which covers certain key officers and non-employee
directors of the Company. Under the Primark Corporation Supplemental Death
Benefit and Retirement Income Plan, in the event of the death of a non-employee
director prior to his or her retirement from the Board, the director's surviving
spouse is entitled to a lump sum payment of $150,000 payable at the time of the
director's death. The Primark Corporation Supplemental Death Benefit and
Retirement Income Plan also provides that a non-employee director can elect to
receive either (i) a supplemental retirement benefit of $15,000 annually
(payable in monthly installments) for each of the ten years following such
director's retirement at age 65 or older, or (ii) a post-retirement death
benefit of $150,000 payable to such director's surviving spouse upon the death
of the director if such death occurs after the director's retirement on or after
attaining age 65. No benefits are to be payable under the plan unless the
director has been a member of the Company's Board of Directors for at least five
years. Additionally, a non-employee director leaving the Board after a change of
control would be entitled to receive a cash payment of $150,000. A non-employee
director receiving this payment would not be entitled to receive any other
payments under the Primark Corporation Supplemental Death Benefit and Retirement
Income Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors ("Committee") is
composed entirely of non-employee directors. The three directors comprising the
Committee are Mr. Kevin J. Bradley, Chairman, Mr. Steven Lazarus and Ms.
Patricia McGinnis.

COMPENSATION COMMITTEE REPORT

The Compensation Committee ("Committee") establishes the salaries and other
direct compensation payable to the executive officers of the Company and has
oversight responsibility for administering certain incentive plans applicable to
such employees. In this connection, the Committee regularly reviews the
Company's executive compensation programs and policies; establishes the
Company's strategic compensation objectives; and monitors and evaluates the
design and effectiveness of the Company's executive compensation programs. The
Committee believes that

10
<PAGE> 14

executive compensation should not be based strictly on mechanical formulas,
statistical data or the like, since the rigid application of such quantitative
performance measures would eliminate important qualitative factors critical to
long-term strategic performance. Instead, it is the Committee's view that the
discretion to apply business judgments is critical to executive compensation
programs that relate compensation to performance. Accordingly, no assigned
weight is given to the factors reviewed by the Committee with regard to
compensation adjustment for executive officers and the chief executive officer
of the Company. All members of the Committee are non-employee directors of the
Company.

Competitive salary levels comparable to other well-managed companies and a
salary structure reflecting internal equity among employees are set as the
cornerstones of the Company's compensation policies. In addition to the
foregoing, the compensation program for executive officers has been designed to:

- reward the achievement of strategic business initiatives and goals

- align a portion of compensation with the Company's overall corporate
performance

- attract and retain talented executives who are critical to the Company's
long-term growth and success

- align the interests of executive officers with the long-term interests
of shareholders

The Committee seeks to align total compensation for the Company's executive
officers with corporate performance, and for this reason a significant portion
of executive compensation is variable. The key elements of the Company's direct
compensation to executive officers consist of base salary, an annual incentive
and a long-term incentive as further discussed below.

Base Salary

Generally, base salaries of executive officers first entering the position
are above the average starting salaries for such officers at comparable
companies reflecting the high standards the Company sets in recruiting and
promoting officers. Adjustments are considered to account for individual
experience, internal equity and external market comparisons. Increases to base
salary are determined by a subjective analysis which takes into account Company
performance in the general sense, a perception of the executive's individual
performance during the annual evaluation period, future potential and
competitive compensation conditions. Moreover, current market data and
compensation trends for comparable companies are taken into account. With
respect to the measurement of an executive officer's individual performance,
consideration is given to such officer's scope of responsibility, his or her
demonstrated contribution and commitment to achieving the Company's strategic
objectives and direction, both individually and as a member of a management
team, the day-to-day effectiveness of each executive in managing the Company's
business and in providing leadership to the Company's and its subsidiaries'
personnel, and the executive's sustained performance over a period of time. For
fiscal year 1997, the Committee gave particular consideration to job
responsibilities and the nature of the executive officer's position; the
continued need for certain executive officers to fulfill critical functions at
subsidiaries by providing direct operational and administrative support;
management's individual efforts, contributions and experience with respect to
operating the consolidated Company as a global entity in a competitive worldwide
market; strategic decisions implemented by individual executive management in
addressing corporate needs and goals; the length of the executive officer's
service and the need to retain the executive officer's talent to focus and build
the Company's information services line-of-business as an integrated unit in a
rapidly changing marketplace.

11
<PAGE> 15

The key performance measurements relied upon by the Committee in
determining the chief executive officer's compensation for 1997 was its
assessment of the chief executive officer's ability and dedication to enhancing
the long-term value of the Company by continuing to provide the leadership and
vision that he has provided throughout his tenure as chief executive officer. In
addition to the factors described above, the Committee also considered the
following in determining the chief executive officer's 1997 compensation: Mr.
Kasputys' agreement to extend the expiration of his employment agreement for
three years to expire on December 31, 2001; the identification of critical
initiatives and implementation of strategic decisions culminating in the
repositioning of the Company as a comprehensive financial, economic and market
research information services company; the establishment of company-wide
programs designed to enhance a global identity for the consolidated Company; the
continued development of integrated product-lines linking the Company's
subsidiaries throughout the United States and worldwide; the implementation of
centralized initiatives to enhance competitiveness and improve efficiencies and
profitability; the extent to which strategic business plan goals were met; his
contribution in achieving long-term financial and non-financial objectives; his
role in promoting corporate social responsibility and global corporate
citizenship; his responsiveness to a rapidly changing marketplace; and the level
of compensation paid to chief executives with comparable levels of experience,
responsibilities and qualifications.

Annual Incentive

In general, the Company's annual incentive plan is comprised of a cash
bonus plan. Payment to executive officers under such plan in 1997 was measured
by the Company's achievement of certain pre-determined net income goals. The net
income goals for the Company and its subsidiaries are recommended to the
Committee by senior management on the basis of a corporate plan. Based on the
plan prepared by each subsidiary, the corporate plan is reviewed and approved by
the Board of Directors. The net income goals are subject to adjustment for
acquisitions, dispositions or other significant events not contemplated by the
corporate plan. If the net income goals are met, awards to executive officers
range from 22.5 percent to 60 percent of salary. The amount of bonus may
increase or decrease depending upon the extent by which actual results vary from
the net income goals, provided, however, that except for the chief executive
officer, no executive officer participating in the annual incentive plan may
receive bonus payments totaling more than 150% of the target bonus amount. For
1997, the Committee also took into account the achievements of management in the
strategic repositioning of the Company, recognizing the accomplishments
represented by the agreement for the sale of TASC and the further integration of
the financial, economic and market research business units of the Company.

For Mr. Holt, the amount of annual bonus payable to him is based on the
extent to which objective performance goals have been achieved. Such performance
goals are based on individual goals and corporate goals. The amount of annual
bonus payable to Mr. Herenstein is dependent upon the achievement of certain
specified corporate net income goals as well as the achievement of defined
quantitative goals relating to sales and marketing criteria and discretionary
factors. If Messrs. Holt and Herenstein meet their respective specified goals,
each of them is eligible to receive an annual bonus of 40 percent of his
respective salary. The amount of annual bonus may increase or decrease depending
upon the extent by which actual results vary from the specified goals. In no
event, however, will Mr. Holt's annual bonus for any year be less than $100,000
or greater than 100 percent of his salary nor will Mr. Herenstein's annual bonus
be less than $75,000 or greater than 80 percent of his salary.

12
<PAGE> 16

The bonus amount payable to the chief executive officer of the Company is
determined and calculated in the same manner as described above with respect to
the Company's cash bonus plan, except that in no event shall such bonus be
greater than $1,000,000 or be less than $120,000 per year.

Long-Term Incentive

The grant of stock options is the principal long-term program utilized by
the Company to attract and retain talented executive officers and to strengthen
the mutuality of interest between such officers and shareholders of the Company.
Stock options are granted at 100 percent (or higher) of the fair market value of
the Common Stock on the date of grant to ensure that executives are rewarded
only for appreciation in the price of such stock. While all executive officers
are eligible to receive stock options, participation in each annual grant, as
well as the size of the grant, is determined through a subjective analysis of
individual performance, corporate performance in the general sense, a perception
of an executive officer's future potential and competitive practices. In
accordance with the Committee's philosophy on executive compensation and with
consideration of the foregoing factors, options were granted to the executive
officers at levels consistent with past practices. To induce the chief executive
officer to enter into the employment agreement with the Company dated January 7,
1997, as amended ("Employment Agreement") pursuant to which the chief executive
officer agreed to extend the term of his employment with the Company for three
years to end on December 31, 2001 (thereby ensuring that the Company will derive
the benefit of his continued leadership, skill and vision), the Company granted
the chief executive officer an option covering 1,000,000 Shares. To provide the
maximum incentive to increase the price of the Company's Common Stock, 50
percent of the options were granted at 125 percent to 150 percent of the fair
market value of the Company's Common Stock on the date of grant. The Employment
Agreement was approved by the Company's shareholders at the 1997 Annual Meeting
of Shareholders.

Conclusion

The Committee believes that the Company's executive compensation programs
closely align each executive's total compensation with individual and corporate
performance and shareholder returns, while providing a balanced compensation mix
between base pay and incentives that is market and performance driven. With
respect to the provisions of the Internal Revenue Code of 1986, as amended
("Code") limiting the deductibility of executive compensation in excess of $1
million, the Company has not adopted a policy that requires the Committee to
qualify executive compensation for deductibility under the Code. The Committee
believes that the tax impact of any compensation arrangement should not be the
dispositive factor in such determination but may be considered in light of
overall compensation philosophy. Accordingly, although the Committee intends to
establish executive officer compensation programs that maximize tax deductions,
it will do so only when such actions are consistent with its compensation
philosophy and the best interests of the Company and its shareholders.
Consistent with the foregoing philosophy, the Committee does consider the net
cost to the Company in making compensation decisions.

Compensation Committee

Kevin J. Bradley, Chairman Steven Lazarus Patricia McGinnis

13
<PAGE> 17

PERFORMANCE GRAPHS

Set forth are two line graphs comparing the cumulative total shareholder
return on the Company's Common Stock with the cumulative total return of the
Standard & Poor's ("S&P") 500 Index and the S&P Technology 500 Index(1).

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P 500 INDEX AND
S&P TECHNOLOGY 500 INDEX(2)
DURING THE TENURE OF THE COMPANY'S
CHIEF EXECUTIVE OFFICER(3)

[PERFORMANCE GRAPH 1]

PRIMARK CORPORATION S&P 500 INDEX S&P TECHNOLOGY 500 INDEX

1987 100 100 100
1988 162 117 102
1989 232 154 100
1990 162 146 102
1991 260 194 117
1992 361 209 122
1993 275 230 150
1994 321 233 174
1995 734 321 251
1996 606 395 356
1997 995 526 449

As of December 31 of Respective Year

- ---------------

(1) The S&P High Technology Composite Index was renamed as the S&P Technology
500 Index.

(2) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1987 and that all dividends were reinvested.

(3) Prior to May 1988, Primark was a public utility holding company since it
owned all of the issued and outstanding common stock of Michigan
Consolidated Gas Company ("MichCon"). In May 1988, the Company distributed
to its shareholders approximately 95 percent of the outstanding common stock
of MichCon and, thereafter, sold the remaining five percent of such shares.
For purposes of this Performance Graph and in accordance with the SEC's
interpretations, the spin off of MichCon by the Company has been treated as
a special dividend and is reflected in the Performance Graph in accordance
with the rules adopted by S&P for special dividends, with the value of such
dividends assumed to be reinvested in the Company's Common Stock.

14
<PAGE> 18

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P 500 INDEX AND
S&P TECHNOLOGY 500 INDEX(1)

[PERFORMANCE GRAPH 2]

PRIMARK CORPORATION S&P 500 INDEX S&P TECHNOLOGY 500 INDEX

1992 100 100 100
1993 76 110 123
1994 89 112 143
1995 203 153 207
1996 168 189 293
1997 276 252 369

As of December 31 of Respective Year

- ---------------

(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1992 and that all dividends were reinvested.

EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS

During 1997, Mr. Kasputys served as Chairman, President and Chief Executive
Officer of the Company pursuant to an Employment Agreement which was approved by
the shareholders at the 1997 Annual Meeting of Shareholders. Pursuant to the
terms of the Employment Agreement, Mr. Kasputys is employed as the Chairman,
President and Chief Executive Officer of the Company until December 31, 2001 at
a minimum annual salary of $602,000 and is eligible to receive a bonus (see
"Compensation Committee Report" on pages 10 through 13). Mr. Kasputys is
entitled to participate in (i) retirement and other employee benefit plans, (ii)
insurance and fringe benefits provided by the Company, including the use of an
automobile for business purposes, (iii) up to $10,000 annually as reimbursement
for expenses incurred in obtaining tax and estate planning assistance, and (iv)
annual retirement compensation for life in an amount equal to 55 percent of his
salary (excluding his bonus but including all amounts paid under the Company's
defined benefit plan) during the final year prior to the date he retires at age
62 or later. If Mr. Kasputys predeceases his spouse at the time of his
retirement or thereafter, his spouse is entitled to 60 percent of Mr. Kasputys'
annual retirement compensation as calculated in the preceding sentence. If Mr.
Kasputys dies prior to his retirement, his spouse is entitled to 50 percent of
his final salary until such time as Mr. Kasputys would have become 65 and annual
payments of 33 percent of such salary thereafter for life. Although the
retirement benefits are paid solely from corporate assets, it is expected that
such costs would be recovered over time through Company-owned life insurance on

15
<PAGE> 19

Mr. Kasputys. In the event Mr. Kasputys is terminated prior to retirement at age
62 for cause or voluntarily terminates his employment, the retirement
obligations described in this paragraph also terminate; and if Mr. Kasputys is
terminated without cause prior to age 62, he is entitled to reduced retirement
compensation calculated by reducing the full retirement compensation amount by
two percent for each full year not worked by Mr. Kasputys prior to age 62. Any
termination by the Board of Mr. Kasputys' employment (other than termination for
"cause" (as defined) by a two-thirds vote of all of the members of the Board)
does not prejudice Mr. Kasputys' right to compensation or other benefits under
the Employment Agreement and all options granted to Mr. Kasputys become
exercisable. Termination other than termination for cause by a two-thirds vote
of all of the members of the Board would result in liability for liquidated
damages in an amount equal to two times the amount of Mr. Kasputys' annual
salary and the bonus paid to him in the year prior to termination (on a
pro-rated basis) as well as health, life and disability insurance for a period
of two years in the same amounts provided prior to termination. Mr. Kasputys is
also subject to certain non-solicitation, nondisclosure and noncompete
provisions as set forth in the Employment Agreement.

The Company and TASC were parties to the Holt Employment Agreement pursuant
to which Mr. Holt was to be employed as President and Chief Executive Officer of
TASC until December 31, 1998 at a minimum annual salary of $400,000 and was
eligible to receive a bonus (see "Compensation Committee Report" on pages 10
through 13). Pursuant to the Holt Employment Agreement, TASC is obligated, upon
a termination of employment other than for "cause" (as defined in the Holt
Employment Agreement), to make a lump sum cash payment to Mr. Holt equal to two
times the amount of his then annual salary plus, if such termination occurs
during 1997 or 1998, an additional cash payment based upon the growth in EVA (as
defined in the Holt Employment Agreement) commencing in 1996 for the number of
full calendar years during which Mr. Holt is actually employed by TASC. He is
also entitled to a lump sum cash payment of $150,000 and all stock options would
become immediately exercisable. If Mr. Holt's employment with TASC was
terminated for cause, or if Mr. Holt voluntarily terminated his employment with
TASC, he would not be entitled to severance pay other than the $150,000 referred
to in the immediately preceding sentence. If Mr. Holt's employment terminated
other than by reason of death, disability or involuntary termination without
cause, the options granted to him in connection with the employment agreement
would terminate. Mr. Holt was entitled to participate in any TASC plan relating
to pension, profit sharing, group life insurance, medical coverage, education or
other retirement or employee benefits that TASC has adopted or may adopt for the
benefit of its executive officers. He was also entitled, among other benefits,
to be provided with an automobile for business use or an automobile allowance in
lieu thereof, and financial planning assistance up to $5,000 annually. Under the
Holt Employment Agreement, Mr. Holt is subject to certain non-compete and
nondisclosure provisions for the periods stated therein following the
termination of the Holt Employment Agreement. In connection with the Company's
sale to Litton Industries, Inc. of all of the issued and outstanding shares of
common stock of TASC, the Company, TASC and Mr. Holt entered into the
Termination Agreement, Receipt and Release dated April 1, 1998 ("Termination
Agreement") pursuant to which (i) the Holt Employment Agreement and related
arrangements were terminated effective as of the closing date of the
transaction, (ii) Mr. Holt has entered into a consulting agreement with the
acquiror of TASC, (iii) Mr. Holt received $1,728,975 from TASC representing the
amount accrued on the books of TASC under the Long-Term Incentive Agreement
between TASC and Mr. Holt dated February 29, 1996 ("LTIP"), (iv) Mr. Holt shall
continue to receive his current salary through December 31, 1998, (v) in August
1998, Mr. Holt shall receive $481,874 representing the remaining amount to be
paid under the LTIP, and (vi) in December 1998, Mr. Holt shall receive a bonus
of $172,000. With respect to (iv), (v) and (vi) above, TASC is responsible for
paying up to $1,000,000 of such

16
<PAGE> 20

amounts and the Company is responsible for the balance, if any. Until April 30,
2000, Mr. Holt will be deemed to be an employee solely for purposes of the
Primark Corporation 1992 Stock Option Plan and the Non-Qualified Stock Option
Agreement between the Company and Mr. Holt dated February 28, 1994.

The Company has entered into an employment agreement with Mr. Herenstein
pursuant to which Mr. Herenstein is employed as Senior Vice President of
Marketing of the Company until June 30, 1998 at an annual salary of $325,000 and
is eligible to receive a bonus (see "Compensation Committee Report" on pages 10
through 13). Mr. Herenstein is not entitled to participate in any plan of the
Company relating to pension, profit sharing, group life insurance, medical,
disability or dental coverage, education or other retirement or employee
benefits adopted by the Company for the benefit of its executive officers or
employees. Mr. Herenstein is entitled to: participate in stock-based plans of
the Company, including the Savings Plan; receive financial planning assistance
up to $3,000 annually; coverage under the Company's life insurance policy in an
amount equal to two times his salary; and the provision of a leased automobile.
If Mr. Herenstein's employment with the Company is terminated without cause (as
defined in the employment agreement), the Company is obligated to make a lump
sum cash payment equal to the sum of his then monthly salary times 18 months. In
the event Mr. Herenstein's employment with the Company is terminated for cause
because of the performance of services in a materially unsatisfactory manner,
the Company shall pay to Mr. Herenstein a lump sum amount equal to the greater
of (i) the sum of his then monthly salary times the number of months remaining
under the employment agreement, or (ii) the sum of his then monthly salary times
18 months. All stock options would become immediately exercisable if Mr.
Herenstein's employment is terminated as the result of death or physical or
mental incapacitation. Notwithstanding the foregoing, the Company will not be
obligated to make a severance payment to Mr. Herenstein if his employment with
the Company is terminated for cause other than as set forth in the immediately
preceding sentence. Mr. Herenstein is subject to certain non-compete,
nonsolicitation and nondisclosure provisions for the periods stated therein
during the term of his employment agreement and for the periods stated
thereafter. Mr. Herenstein's employment agreement was assigned to Primark
Financial Technologies, Inc., a wholly-owned subsidiary of the Company, on
December 31, 1997.

Messrs. Curran and Kargula receive certain non-contributory supplemental
death and retirement benefits. The pre-retirement death benefit payable to the
executive's surviving spouse will equal, per annum, 50 percent of the
executive's final salary until such time as the executive would have reached age
65; thereafter, payments will equal, per annum, 20 percent of such salary until
the executive would have reached age 75. At retirement the executive may elect
to receive (i) supplemental retirement income equal to 20 percent of such
executive's final salary for each of the first ten years following retirement;
or (ii) other available post-retirement benefits which are actuarially
equivalent to the foregoing ten-year payment option. Although the supplemental
death and retirement benefits are paid solely from general corporate assets, it
is expected that such costs would be recovered over time through Company-owned
life insurance on the participants.

Each of the executive officers named in the Summary Compensation Table,
other than Mr. Herenstein, has entered into a separate change of control
agreement. Each change of control agreement was amended on September 29, 1997.
The amended change of control agreements provide that in the event of a change
of control of the Company or if a potential change of control exists while the
executive is an employee of the Company and the executive's employment is
terminated other than for certain specified events, the Company will pay to the
executive an amount generally equal to three times the average annual
compensation paid to such executive during the

17
<PAGE> 21

lesser of (i) five calendar years preceding the date of termination if prior to
a change of control, or the date of the change of control of the Company if such
has occurred by the time of termination; or (ii) the portion of such five year
period during which the Company existed and the executive was an employee of the
Company if the executive's employment is terminated by the Company without cause
within three years after a change of control. The change of control agreements
may be unilaterally rescinded or amended by the Board of Directors of the
Company without the consent of the executive prior to a change of control or the
occurrence or threat of actions potentially leading to a change of control. Mr.
Herenstein's employment agreement contains a change of control provision
pursuant to which Mr. Herenstein will be entitled to receive a lump sum payment
equal to the product of his then monthly salary times the number of months
remaining under the employment agreement if his employment with the Company is
terminated for specified reasons within one year following the sale of 60
percent or more of the Common Stock of the Company. Mr. Holt's change of control
agreement was terminated on the closing date of the TASC sale pursuant to the
terms of the Termination Agreement.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Subject to ratification by the shareholders, the Board has selected
Deloitte & Touche LLP as independent auditors to audit the financial statements
of the Company and its subsidiaries for the year ending December 31, 1998.
Deloitte & Touche LLP has served as the Company's auditors since 1986. A
representative of Deloitte & Touche LLP will be present at the Annual Meeting of
Shareholders and will have an opportunity to make a statement and respond to
appropriate questions. If the appointment is not ratified, the Board will
appoint another firm as the independent auditors for the year ending December
31, 1998.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE RATIFICATION OF DELOITTE
& TOUCHE LLP AS INDEPENDENT AUDITORS, TO AUDIT THE FINANCIAL STATEMENTS OF THE
COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 1998.

COST OF SOLICITATION OF PROXIES

The cost of soliciting Proxies will be borne by the Company and the
solicitation will be made by use of the mails, personally or by telephone or
telegraph by officers, directors and regular employees of the Company and its
subsidiaries who will not be additionally compensated therefore. The firm of
Corporate Investor Communications, Inc. has been retained to assist with the
solicitation of brokers and nominee Proxies at a cost of approximately $6,000.
The Company will also reimburse banks, brokers, nominees and other fiduciaries
for reasonable expenses incurred by them in forwarding the Proxy material to the
beneficial owners of Shares.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended for inclusion in the Company's Proxy
Statement and form of Proxy relating to the Company's 1999 Annual Meeting of
Shareholders must be received by the Secretary of the Company at 1000 Winter
Street, Suite 4300, Waltham, Massachusetts 02154, not later than December 10,
1998. Nothing in this paragraph shall be deemed to require the Company to
include in its Proxy Statement and form of Proxy for such meeting any
shareholder proposal that does not meet the requirements of the SEC in effect at
the time.

18
<PAGE> 22

NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
MAY 27, 1998
AND
PROXY STATEMENT

[PRIMARK LOGO]

2600-PX-98
<PAGE> 23

[PRIMARK LOGO] GLOBAL INFORMATION Primark Corporation
SERVICES
1000 Winter Street

Suite 4300N

Waltham, MA 02154.1248

Tel 781.466.6611

Fax 781.890.6187

April 9, 1998

Participant in the Primark Corporation
Savings and Stock Ownership Plan

RE: PRIMARK ANNUAL MEETING - 1998

Dear Participant:

This is to advise you of your right under the Primark Corporation Savings and
Stock Ownership Plan to direct the Trustee to vote your interest in the Common
Stock of Primark Corporation held by the Trustee under the plan at this year's
Annual Meeting of Shareholders. Shareholders of record at the close of business
on March 31, 1998 will be entitled to vote at the meeting. Any shares for which
the Trustee has not received instructions from Savings and Stock Ownership Plan
members will be voted in the same proportion as directed shares of Primark
Corporation Common Stock under the plan are voted. Thus, it is important that
you send your instruction to the Trustee promptly.

Enclosed is a copy of Primark's Annual Report for the year 1997, the notice of
the annual meeting which is to be held on May 27, 1998, and the related proxy
material. YOU MAY EXERCISE YOUR RIGHT TO VOTE BY SPECIFYING YOUR CHOICES ON THE
ENCLOSED VOTING AUTHORIZATION CARD AND SIGNING, DATING, AND RETURNING IT IN THE
ENCLOSED ENVELOPE. THE TRUSTEE WILL COMPLY WITH YOUR INSTRUCTIONS AND TREAT THEM
IN COMPLETE CONFIDENCE.

Very truly yours,

Primark Corporation, as Plan Sponsor

By: /s/ Joseph E. Kasputys

Enclosures
2600-PLT-98

<PAGE> 24
[PRIMARK LOGO] GLOBAL INFORMATION Primark Corporation
SERVICES
1000 Winter Street

Suite 4300N

Waltham, MA 02154.1248

Tel 781.487.2102

Fax 781.890.6187

Joseph E. Kasputys

Chairman, President and

Chief Executive Officer

April 9, 1998

Participant in the TASC Profit
Sharing and Stock Ownership Plan

RE: PRIMARK ANNUAL MEETING - 1998

Dear Participant:

This is to advise you of your right under the TASC Profit Sharing and Stock
Ownership Plan to direct the Trustee to vote your interest in the Common Stock
of Primark Corporation held by the Trustee under the plan at this year's Annual
Meeting of Shareholders. Shareholders of record at the close of business on
March 31, 1998 will be entitled to vote at the meeting. Any shares for which
the Trustee has not received instructions from TASC Profit Sharing and Stock
Ownership Plan members will be voted in the same proportion as directed shares
of Primark Corporation Common Stock under the plan are voted. Thus, it is
important that you send your instruction to the Trustee promptly.

Enclosed is a copy of Primark's Annual Report for the year 1997, the notice of
the annual meeting which is to be held on May 27, 1998, and the related proxy
material. YOU MAY EXERCISE YOUR RIGHT TO VOTE BY SPECIFYING YOUR CHOICES ON
THE ENCLOSED VOTING AUTHORIZATION CARD AND SIGNING, DATING, AND RETURNING IT IN
THE ENCLOSED ENVELOPE. THE TRUSTEE WILL COMPLY WITH YOUR INSTRUCTIONS AND TREAT
THEM IN COMPLETE CONFIDENCE.

Very truly yours,

/s/ Joseph E. Kasputys
Joseph E. Kasputys

Enclosures
2600-TLT-98
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DETACH HERE

PROXY

PRIMARK CORPORATION

1000 Winter Street, Suite 4300
Waltham, Massachusetts 02154

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The signatory(ies) hereto appoint Joseph E. Kasputys, Michael R. Kargula
and Stephen H. Curran, and each of them, as Proxies, with the power of
substitution, to vote all shares of Common Stock of Primark Corporation held of
record by the signatory(ies) on March 31, 1998, at the 1998 Annual Meeting of
Shareholders to be held on May 27, 1998, or any adjournments thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS AND "FOR" THE PROPOSAL. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
----------- -----------
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DETACH HERE

[X] Please mark
votes as in
this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD'S
NOMINEES FOR DIRECTORS AND "FOR" PROPOSAL 2.

<S> <C>
1. ELECTION OF DIRECTORS: FOR AGAINST ABSTAIN
Nominees: Kevin J. Bradley, John C. Holt, 2. PROPOSAL TO RATIFY THE [ ] [ ] [ ]
Joseph E. Kasputys, Steven Lazarus, SELECTION OF DELOITTE &
Patricia McGinnis, Jonathan Newcomb, TOUCHE LLP as independent
and Constance K. Weaver. auditors for the year ending
FOR WITHHELD December 31, 1998.
[ ] [ ]
3. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
[ ]_______________________________________ before the meeting.
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign exactly as name appears heron. When
shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, personal representative, trustee
or guardian, please give full title as such. If
a corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
</TABLE>

Signature:___________________ Date:______ Signature:________________ Date:______
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DETACH HERE

PRIMARK CORPORATION

1000 Winter Street, Suite 4300
Waltham, Massachusetts 02154

THIS VOTING AUTHORIZATION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I hereby acknowledge receipt of the proxy soliciting material relative
to the Annual Meeting of Shareholders of Primark Corporation called for May 27,
1998. As to my interest in the Common Stock of Primark Corporation held by
Fidelity Management Trust Company as Trustee under the Primark Corporation
Savings and Stock Ownership Plan, I hereby instruct the Trustee to vote in
accordance with the directions on this card.

THIS VOTING AUTHORIZATION WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS VOTING AUTHORIZATION WILL
BE VOTED IN THE SAME PROPORTION AS DIRECTED SHARES OF PRIMARK CORPORATION
COMMON STOCK UNDER THE PLAN ARE VOTED WITH RESPECT TO THE ELECTION OF DIRECTORS
AND WITH RESPECT TO THE PROPOSAL. PLEASE MARK, SIGN, DATE AND RETURN THE VOTING
AUTHORIZATION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------

DETACH HERE
<S> <C> <C>
[X] Please mark
votes as in
this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD'S NOMINEES FOR DIRECTORS AND "FOR" PROPOSAL 2.

1. ELECTION OF DIRECTORS:
Nominees: Kevin J. Bradley, John C. Holt, Joseph E. Kasputys, FOR AGAINST ABSTAIN
Steven Lazarus, Patricia McGinnis, Jonathan Newcomb, 2. PROPOSAL TO RATIFY THE [ ] [ ] [ ]
and Constance K. Weaver. SELECTION OF DELOITTE &
TOUCHE LLP as independent
FOR WITHHELD auditors for the year ending
[ ] [ ] December 31, 1998.

[ ]__________________________________________________ 3. In their discretion, the Proxies are authorized to
For all nominees except as noted above vote upon such other business as may properly come
before the meeting.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature: ________________________________ Date: ________________

</TABLE>

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DETACH HERE

PRIMARK CORPORATION

1000 Winter Street, Suite 4300
Waltham, Massachusetts 02154

THIS VOTING AUTHORIZATION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I hereby acknowledge receipt of the proxy soliciting material relative
to the Annual Meeting of Shareholders of Primark Corporation called for May 27,
1998. As to my interest in the Common Stock of Primark Corporation held by
Fidelity Management Trust Company as Trustee under the TASC, Inc. Profit Sharing
and Stock Ownership Plan, I hereby instruct the Trustee to vote in accordance
with the directions on this card.

- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------

<PAGE> 30

<TABLE>

DETACH HERE
<S> <C> <C>
[X] Please mark
votes as in
this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD'S NOMINEES FOR DIRECTORS AND "FOR" PROPOSAL 2.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature: ________________________________ Date: ________________

</TABLE>