PERINI CORP, DEF 14A, 1996-04-10

PERINI CORP
DEF 14A, 1996-04-10
GENERAL BLDG CONTRACTORS - NONRESIDENTIAL BLDGS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Perini Corporation
(Name of Registrant as Specified In Its Charter)

Barry R. Blake
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

_X_ $125 per Exchange Zct Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
___ $500 per each party to the controversy pursuant to Echange Act Rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.

______________________________________________________________________________
4) Proposed maximum aggregare value of transaction:

______________________________________________________________________________

___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and indentify 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 No. ____________________________________
3) Filing Party: _________________________________________________________
4) Date filed: ___________________________________________________________

____________________
* Set forthe the amount of which the filing fee is calculated and state how
it was determined.

Perini Corporation
73 Mt. Wayte Avenue
Framingham, Massachusetts 01701

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 1996

TO THE STOCKHOLDERS OF PERINI CORPORATION:

NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
PERINI CORPORATION will be held at State Street Bank and Trust Company,
Enterprise Room, 5th Floor, 225 Franklin Street, Boston, Massachusetts, on
Thursday, May 16, 1996, at 10:00 a.m., for the following purposes:

A. To elect three Class III Directors, to hold office for a three-year
term, expiring in 1999 and until their successors are chosen and
qualified.

B. To consider and ratify the selection of Arthur Andersen LLP,
independent public accountants, as auditors for the fiscal year ending
December 31, 1996.

C. If presented at the meeting, to consider and act upon Stockholder
Proposal No. 1 concerning declassification of the Board of Directors.

D. If presented at the meeting, to consider and act upon Stockholder
Proposal No. 2 concerning Directors' compensation.

E. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on March 26,
1996, as the record date for the determination of the stockholders entitled to
vote at the meeting.

Stockholders who do not expect to attend in person and who wish their
stock to be voted are urged to fill in, sign, date and return the accompanying
form of proxy in the enclosed envelope, to which no postage need be affixed if
mailed in the United States.

By order of the Board of Directors,
Richard E. Burnham
Secretary

April 10, 1996

The Annual Report of the Company, including financial statements for
the year 1995, is being sent to stockholders concurrently with this Notice.

<PAGE>

Perini Corporation
73 Mt. Wayte Avenue
Framingham, Massachusetts 01701

PROXY STATEMENT

ANNUAL MEETING OF THE STOCKHOLDERS
OF PERINI CORPORATION

This statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PERINI CORPORATION (hereinafter called the
"Company") to be used at the annual meeting of the stockholders of the Company
to be held at State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts, on Thursday, May 16, 1996, at 10:00 a.m., and at any adjournment
or adjournments thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders. If the accompanying form of proxy is executed
and returned, it may nevertheless be revoked at any time insofar as it has not
been exercised either by notice to the Secretary of the Company, the subsequent
execution of another Proxy, or by voting in person at the meeting. It is
anticipated that the Proxy Statement and the enclosed Proxy will be mailed to
the stockholders of record on or about April 10, 1996.

As of March 26, 1996, the Company had outstanding 4,723,754 shares of
common stock. Each share is entitled to one vote. Holders of the Company's
$2.125 Depositary Convertible Exchangeable Preferred Shares (which represents
1/10 share of $21.25 Convertible Exchangeable Preferred Stock) are not entitled
to notice of or to vote on any matters scheduled to come before the meeting.

The Board of Directors has fixed the close of business on March 26,
1996, as the record date for the determination of the stockholders entitled to
vote at the meeting.

STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

Any proposal of a stockholder intended to be presented at the Company's
1997 Annual Meeting of Stockholders must be received by the Company for
inclusion in the proxy statement and form of proxy for that meeting no later
than December 11, 1996. In addition, stockholder proposals and director
nominations must comply with the requirements of the Company's By-Laws.

- 1 -

<PAGE>

ELECTION OF DIRECTORS

In accordance with the Company's By-Laws and Massachusetts law, the
Board of Directors is divided into three approximately equal classes, with each
Director serving for a term of three years. As a consequence, the term of only
one class of directors expires each year, and their successors are elected for
terms of three years. The Board of Directors is presently comprised of 10
members as follows:

ClassI:

Marshall M. Criser, Thomas E. Dailey, Arthur J. Fox, Jr., and
Nancy Hawthorne were the four nominees elected as Directors at
the 1994 Annual Meeting to serve until the 1997 Annual Meeting of
Stockholders and until their successors are chosen and qualified.

Class II:

Richard J. Boushka, Jane E. Newman and Bart W. Perini were the
three nominees elected as Directors at the 1995 Annual Meeting to
serve until the 1998 Annual Meeting of Stockholders and until
their successors are chosen and qualified.

Class III:

Albert A. Dorman, John J. McHale and David B. Perini are the
three nominees for election as Directors at this Annual Meeting
to serve until the 1999 Annual Meeting of Stockholders and until
their successors are chosen and qualified.

Unless otherwise noted thereon, proxies solicited hereby will be voted
for the election of Messrs. Dorman, McHale and Perini as Directors to hold
office until the 1999 Annual Meeting of Stockholders and until their successors
are chosen and qualified. The Board of Directors does not contemplate that any
nominee will be unable to serve as a Director for any reason, but, if that
should occur prior to the meeting, the proxy holders will select another person
in his or her place and stead. Information regarding these nominees for election
as Directors, as well as each Director whose term is not scheduled to expire
until the 1997 and 1998 Annual Meeting of Stockholders, is set forth below.

- 2 -

<PAGE>

OWNERSHIP OF COMMON STOCK BY DIRECTORS AND OFFICERS

The following table sets forth certain information concerning
beneficial ownership as of March 1, 1996 of the Common Stock of the Company by
each Director and named Executive Officer of the Company, and by all Directors
and Executive Officers of the Company as a group. Also, included in the table
with respect to each Director is principal occupation or employment during the
past five years, age and the period served as a Director of the Company.
<TABLE>

Number of Shares of Common Stock
of the Company Beneficially Owned
On March 1, 1996(1)(2)
----------------------------------------------------

Served Sole Voting
Name and Principal as a and
Occupation For The Past Director Investment Percentage
Five Years Age Since Power Shared Aggregate of Class
- ------------------------------------ ------ ---------- ---------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>

David B. Perini(3)(6) 58 1970 110,537(7) 265,043(8) 375,580 7.95%
Chairman, President and
Chief Executive Officer

John J. McHale (3)(5) 73 1962 3,030(9) 0 3,030 *
Formerly Deputy Chairman,
Montreal Baseball Club Ltd.

Richard J. Boushka(5)(6) 61 1975 3,830(9) 0 3,830 *
Principal, Boushka
Properties, a private
investment firm

Bart W. Perini(3) 56 1971 to 13,160(10) 205,449(11) 218,609 4.63
President and Chief 1976 &
Operating Officer of Since
Perini Land and 1979
Development Company

Marshall M. Criser(4)(5) 67 1985 2,830(9) 200(12) 3,030 *
Chairman, Law Firm of
Mahoney Adams and Criser;
President Emeritus,
University of Florida

Thomas E. Dailey(3)(6) 63 1986 4,981(13) 0 4,981 *
Formerly Executive Vice
President, Construction

Arthur J. Fox, Jr.(5)(6) 72 1989 3,193(14) 0 3,193 *
Managing Director,
Construction Industry
Presidents Forum;
Editor Emeritus,
Engineering News-Record
</TABLE>

- 3 -

<PAGE>

<TABLE>

Number of Shares of Common Stock
of the Company Beneficially Owned
On March 1, 1996(1)(2)
----------------------------------------------------

Jane E. Newman(3)(4) 50 1992 2,209(15) 0 2,209 *
Executive Vice President,
Exeter Trust Company, formerly President, Coastal Broadcasting Corp., formerly
Assistant to the President of the U.S.
(1989-1991)

Albert A. Dorman(4)(5) 69 1993 2,132(16) 0 2,132 *
Founding Chairman AECOM
Technology Corporation

Nancy Hawthorne(4)(6) 44 1993 1,825(17) 0 1,825 *
Senior Vice President &
Chief Financial Officer
Continental Cablevision

Richard J. Rizzo 52 - 28,778(18) 0 28,778 *
Executive Vice President,
Building Construction

John H. Schwarz 57 - 21,117(19) 0 21,117 *
Executive Vice President,
Finance & Administration

Donald E. Unbekant 64 - 35,852(20) 0 35,852 *
Executive Vice President,
Civil & Environmental
Construction

All directors and executive 233,474 265,243(21) 498,717 10.56%
officers as a group (13
persons)

- ------------------------------------
* Less than one percent

</TABLE>

- 4 -

<PAGE>

(1) Beneficial ownership is the direct or indirect ownership of Common
Stock of the Company including the right to control the vote or
investment of or acquire such Common Stock (for example, through the
conversion of shares of the Company's $2.125 Depositary Convertible
Exchangeable Preferred Shares, exercise of options or various trust
arrangements) within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934. The shares owned by each person or by the group,
and the shares included in the total number of shares outstanding have
been adjusted in accordance with said Rule 13d-3. The aggregate
percentage owned has been determined by dividing the aggregate total of
shares owned by each person, or by the group, by the number of shares
of Common Stock of the Company outstanding on March 1, 1996.

(2) The table does not include an aggregate of 11,925 shares allocated to
directors and named executive officers under the terms of the Perini
Corporation Employee Stock Ownership Plan.

(3) Member of the Executive Committee.

(4) Member of the Audit Committee.

(5) Member of the Compensation Committee.

(6) Member of the Nominating Committee.

(7) Includes 12,942 shares in his children's names for which he has Power
of Attorney giving him voting power. Includes 40,500 shares for which
Mr. Perini holds options. Includes 596 shares of Common Stock resulting
from the assumed conversion of 900 shares of Convertible Preferred
Stock (.662) shares of Common Stock for each share of Preferred Stock).

(8) David B. Perini disclaims beneficial ownership in all but 56,499 of
such 265,043 shares. Includes 205,449 shares, as to which Mr. Perini
disclaims beneficial interest, held by The Perini Memorial Foundation,
Inc., a Massachusetts charitable corporation ("The Perini Foundation"),
of which David B. Perini is an officer and director. The wife of Mr.
Perini owns 3,029 of such shares in her name, as to all of which shares
Mr. Perini disclaims beneficial ownership. Includes 56,499 shares, held
in a testamentary trust established under the will of Louis R. Perini
Sr. David B. Perini is one of four trustees of such trust and is one of
the beneficiaries of this trust. Includes 66 shares of Common Stock
resulting from the assumed conversion of 100 shares of Convertible
Preferred Stock (.662 shares of Common Stock for each share of
Preferred Stock).

(9) Includes 1,148 shares awarded on May 19, 1994, 366 shares awarded on
May 19, 1988 and 835 shares awarded on May 16, 1991 pursuant to the
1988 Perini Corporation Restricted Stock Plan for Outside Directors.
Also includes 481 shares of Common Stock received in lieu of the 1996
first quarterly cash payment of the director's annual retainer due
January 2, 1996. See "Directors Compensation" on page 17.

(10) Includes 7,500 shares for which Mr. Perini holds options.

(11) Includes 205,449 shares, as to which Mr. Perini disclaims any
beneficial interest, held by The Perini Foundation, of which Bart
W. Perini is an officer and director.

- 5 -

<PAGE>

(12) Includes 200 shares which Mr. Criser owns jointly with his wife.

(13) Includes 4,500 shares for which Mr. Dailey holds options. Also includes
481 shares of Common Stock received in lieu of the 1996 first quarterly
cash payment of the director's annual retainer due January 2, 1996.

(14) Includes 1,148 shares awarded on May 19, 1994, 214 shares awarded on
March 21, 1989 and 835 shares awarded on May 16, 1991 pursuant to the
1988 Perini Corporation Restricted Stock Plan for Outside Directors.
Also includes 481 shares of Common Stock received in lieu of the 1996
first quarterly cash payment of the director's annual retainer due
January 2, 1996. See "Directors Compensation" on page 17.

(15) Includes 1,148 shares awarded on May 19, 1994 and 580 shares awarded on
September 10, 1992 pursuant to the 1988 Perini Corporation Restricted
Stock Plan for Outside Directors. Also includes 481 shares of Common
Stock received in lieu of the 1996 first quarterly cash payment of the
director's annual retainer due January 2, 1996. See "Directors
Compensation" on page 17.

(16) Includes 1,148 shares awarded on May 19, 1994, and 303 shares awarded
on March 10, 1993 pursuant to the 1988 Perini Corporation Restricted
Stock Plan for Outside Directors. Also includes 481 shares of Common
Stock received in lieu of the 1996 first quarterly cash payment of the
director's annual retainer due January 2, 1996. See "Directors
Compensation" on page 17.

(17) Includes 1,148 shares awarded on May 19, 1994 and 196 shares awarded
December 7, 1993 pursuant to the 1988 Perini Corporation Restricted
Stock Plan for Outside Directors. Also includes 481 shares of Common
Stock received in lieu of the 1996 first quarterly cash payment of the
director's annual retainer due January 2, 1996. See "Directors
Compensation" on page 17.

(18) Includes 14,000 shares for which Mr. Rizzo holds options.

(19) Includes 9,000 shares for which Mr. Schwarz holds options.

(20) Includes 14,000 shares for which Mr. Unbekant holds options.

(21) The number of shares beneficially owned by all nominees for Director
and corporate officers as a group (see Note 1 above) has been adjusted
to eliminate the duplicate inclusion of 205,449 shares owned by The
Perini Foundation.

David B. Perini and Bart W. Perini are first cousins.

The Board of Directors met eleven times during 1995. The Board of
Directors has a Compensation Committee, the duties of which are summarized in
"The Compensation Committee Report" on pages 9 to 11 herein. The Committee held
seven meetings during 1995. The Board also has an Audit Committee, the duties of
which are to oversee the audit function of the Company's independent certified
public accountants, to review periodically significant financial information
relating to the Company and to act as a communication link between the Board of
Directors and such certified public accountants. The Audit Committee met four
times during 1995. The Board of Directors has a Nominating Committee which met
once during 1995. This Committee does not accept nominations from shareholders.
The Board of Directors has an Executive Committee. This Committee did not meet
during 1995. The members of each such committee are identified in the above
table. During 1995 all of the directors of the Company attended at least 75% of
the meetings of the Board of Directors and its committees of which they are
members.

- 6 -

<PAGE>

Except as set forth below, none of the Directors is a director of any
company which is subject to the reporting requirements of the Securities
Exchange Act of 1934 or which is a registered investment company under the
Investment Company Act of 1940.

Name of Director Director of
---------------- -----------

Richard J. Boushka ......................... Tremont Corporation
Marshall M. Criser ........................ Barnett Banks, Inc.
Bell South Corporation
FPL Group, Inc.
Nancy Hawthorne ............................ New England Zenith Fund
Jane E. Newman.............................. NYNEX Telecommunications
Consumers Water Company
Public Service Co. of N.H.
David B. Perini ........................... State Street Boston Corp.

- 7 -

<PAGE>

CERTAIN OTHER BENEFICIAL HOLDERS

The following table sets forth certain information concerning
beneficial ownership as of March 1, 1996 of the Common Stock of the Company by
certain other holders of in excess of 5% of the Common Stock of the Company.

According to the information available to the Board of Directors no
person owns of record or beneficially more than 5% of the outstanding Common
Stock of the Company except as set forth below and except for David B. Perini as
set forth in the table relating to "Election of Directors" on pages 3 and 4.
<TABLE>

Number of Shares of Common Stock
of the Company Beneficially Owned
On March 1, 1996(1)
--------------------------------------------------------------------
Sole
Voting
and
Investing Percentage
Name Address Power Shared Aggregate of Class
- ------------------------ ----------------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>

Perini Corporation 73 Mt. Wayte Avenue 180,638 319,808(3) 500,446 10.59%
Employee Stock Framingham, MA
Ownership Trust 01701
("ESOT")(2)

Quest Advisory Corp. 1414 Avenue of the 327,000(4) 0 327,000 6.92%
Americas
New York, NY 10019

Tutor-Saliba Corp. c/o Ronald N. Tutor 316,318(5) 0 316,318 6.70%
15901 Olden Street
Sylmar, CA 91342

TCW Group, Inc. 865 So. Figueroa St. 284,500(6) 0 284,500 6.02%
Los Angeles, CA
90017

- ------------------------
</TABLE>

(1) See footnote (1) on page 5.

(2) Robert E. Higgins, Kenneth A. Isaacs and John E. Chiaverini are Trustees of
the Perini Corporation ESOT and are members of the Committee empowered to
administer the Perini Corporation Employee Stock Ownership Plan ("ESOP")
under the terms thereof.

(3) These shares held by the Trust have been allocated to the accounts of
participants in the Perini Corporation Employee Stock Ownership Plan.

(4) Based on information contained in Schedule 13G of Quest Advisory Corp. (a
New York Corporation) and Quest Management Company (a Connecticut General
Partnership) dated February 15, 1996.

(5) Based on information contained in Schedule 13D of Tutor-Saliba Corporation
dated March 9, 1995. In addition, a Schedule 13D was filed on March 9, 1995
by Ronald N. Tutor reporting his ownership of 5,300 shares or .1%.

(6) Based on information contained in Schedule 13G of the TCW Group, Inc. dated
February 12, 1996.

- 8 -

<PAGE>

THE COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company consists of five Directors,
none of whom is an employee or an officer of the Company. The principal powers
and duties of the Compensation Committee as established by the Board of
Directors are:

1. To recommend to the Board of Directors for its approval the base salary of
the Chief Executive Officer ("CEO") and to review and approve the salary
recommendations of the CEO with respect to other members of top management;

2. To recommend to the Board of Directors annual profit and other targets for
the Company for the purpose of determining incentive compensation awards
under the provisions of the Amended and Restated General Incentive
Compensation Plan, for those included in the Company pool; and

3. To administer the Amended and Restated General and Construction Business
Unit Incentive Compensation Plans; such administration shall include the
power to (i) approve Participants' participation in the Plans, (ii)
establish performance goals, (iii) determine if and when any bonuses shall
be paid, (iv) pay out any bonuses, in cash or stock or a combination
thereof, as the Committee shall determine from year to year, (v) construe
and interpret the Plans, and establish rules and regulations and perform
all other acts it believes reasonable and proper.

4. To review the Executive Compensation programs and policies and to employ
outside expert assistance, if required, to analyze Company compensation
practices to assure that they are consistent with corporate goals and
objectives.

Compensation Policy
- -------------------

The Compensation Committee strives to maintain corporate base salaries
and the total compensation package appropriate to attract and retain highly
qualified executives. This results in base salaries that generally are at the
median range of those of other construction companies but allow executives to
substantially exceed the median compensation levels when incentive compensation
is earned. While recognizing that it may be difficult to find other companies
with the same mix of business as the Company, the Committee, nevertheless,
believes that a comparison with other construction companies is appropriate
because the most substantial portion of the business of the Company is in the
construction area. The construction companies used for comparison for
compensation purposes include but are not limited to the same companies which
make up the construction peer group shown in the Performance Graph set forth in
this proxy statement.

The compensation program for executive officers is composed of three
elements: base salaries, annual incentive bonuses and long-term incentive stock
awards. These elements of compensation are designed to provide incentives to
achieve both short-term and long-term objectives and to reward exceptional
performance. Salaries and annual incentive compensation bonuses result in
immediate payout for performance and are largely tied to the profit and/or cash
flow results of the specific business unit or group of units over which the
individual has a direct influence. The value of the incentive stock awards
depend upon longer term results and the appreciation of Company stock.

- 9 -

<PAGE>

Executive Salary Increases in 1995
- ----------------------------------

The last salary increase for the CEO and the majority of senior
officers was as of December, 1994. There has been no increase for the CEO and
the majority of senior officers since the December 1994 changes.

Section 162 (m) of the Internal Revenue Code, enacted in 1993,
generally disallows a tax deduction to public companies for compensation over
$1,000,000 paid to the Company's Chief Executive Officer and four other most
highly compensated executive officers. The Compensation Committee has not
established any policy regarding annual compensation to such executive officers
in excess of $1,000,000. However, to date, no officer of the company has
received compensation in excess of $1,000,000 for any annual period.

Compensation of the Chief Executive in 1995
- -------------------------------------------

The base salary of the CEO remained throughout 1995 at the 1994
determined level of $412,000. The Committee noted that the CEO, because of the
structure of the Incentive Compensation Plan of the Company, would not receive
an incentive compensation payment for 1995. Incentive compensation awards
authorized by the Committee in 1996 on account of 1995 operations will provide
for other executives, based on the profitability or cash flow achievements of
specific business units, to qualify for amounts of incentive compensation
despite the fact that the formula used for the CEO provided for no payment.

The Incentive Compensation Plan of the Company
- ----------------------------------------------

The Incentive Compensation Plan is an integral part of the total
compensation package of the CEO, the approximately 25 executives whose salaries
are reviewed by the Compensation Committee and at least 80 other employees of
the Company. Eligibility and designated levels of participation are determined
by the CEO subject to Compensation Committee approval. Eligibility to
participate under the Plan is limited to individuals who are executives,
managers and key employees of the Company and its wholly-owned subsidiaries,
whose duties and responsibilities provide them the opportunity to (i) make a
material and significant impact to the financial performance of the Company;
(ii) have major responsibility in the control of the corporate assets; and (iii)
provide critical staff support necessary to enhance operating profitability.

Participants can achieve incentive compensation awards ranging from
zero to as much as 100% of base salary depending basically on the performance of
the participant's business unit compared to targets established by the
Compensation Committee and each participant's level of participation, which is
reviewed by the Compensation Committee. The mechanisms of the Plan are expressed
in terms of level of participation, points deriving therefrom calculated on base
salary, and achievements, principally in the financial area, of goals such as
net income, cash flow, and pre-tax construction profits on a unit by unit basis.
The members of the executive management group, which currently includes the CEO
and three other executives, earn incentive compensation solely with reference to
the above goals on a total company basis.

No sums attributed to a participant in the Incentive Compensation Plan
become vested until the Compensation Committee approves the payment, usually in
March of each year. At the discretion of the Committee, payment can be made in
cash, stock or a combination of cash and stock.

In 1996, the Committee has authorized the payment of $1,421,000 of
Incentive Compensation payments for 1995 operations, to 54 participants,
excluding participants in the real estate group. In 1992, the Committee
determined to abolish the concept of accruing Incentive Compensation for
Participants in excess of the maximum annual amounts which could be paid. At
December 31, 1995, $1,898,000 of accrued Incentive

- 10 -

<PAGE>

Compensation carryforward from years prior to 1992 remained committed but
unpaid. Payment of incentive compensation awards in 1996 for 1995 operations
will be paid 41% in cash and 59% in common stock (valued at the average fair
market value over the five business days preceding one business day prior to
payment).

The Incentive Compensation Plan for the real estate group is based on
cash flow of the unit. The real estate group has been downsized and one of its
primary goals is to achieve cash flow so that debt may be serviced or
extinguished. In 1996, 7 employees in the real estate group will receive
$230,000 on account of 1995 operations. Of the 15 cash flow goals established
for 1995 which consisted of net cash received from specified sales of assets and
refinancing of debt, 10 were accomplished and 5 were not. At December 31, 1995,
$37,000 of accrued incentive compensation carryforward from years prior to 1992
remained committed but unpaid. Payment of incentive compensation awards in 1996
for 1995 operations will be paid 41% in cash and 59% in common stock (valued at
the average fair market value over the five business days preceding one business
day prior to payment).

COMPENSATION COMMITTEE

John J. McHale, Chairman
Richard J. Boushka
Marshall M. Criser
Albert A. Dorman
Arthur J. Fox, Jr.

- 11 -

<PAGE>

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Certain Other Compensation
- ----------------------------------------------

The following table shows, for the years ended December 31, 1995, 1994
and 1993, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to the Chief
Executive Officer and each of the three other most highly compensated Executive
Officers of the Company whose salary and bonus exceeded $100,000 (the "Named
Executive Officers") in all capacities in which they served.
<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>

Annual Compensation Long-Term Compensation
------------------------------------------------------- ------------------------------
Awards Payouts
------------- ---------------
Number of
Securities Long-Term
Underlying Performance All Other
Name and Principal Bonus Other Options Units - Compensation
Position Year Salary (1) (2) Granted Payout (3)
- ------------------------- ------- ------------ ------------ ----------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>

David B. Perini 1995 $412,000 $ - $ - - $ - $1,100
Chairman, President & 1994 400,700 - - - - 1,900
Chief Executive Officer 1993 393,100 - - - - 5,800

Richard J. Rizzo (4) 1995 273,000 - - - - 1,100
Executive Vice 1994 260,400 166,800 - 10,000 - 1,900
President, Building 1993 - - - - - -
Construction

John H. Schwarz 1995 273,000 - - 10,000 - 1,100
Executive Vice 1994 216,500 114,100 - - - 1,700
President, Finance & 1993 180,200 83,500 - - - 2,600
Administration and
Chief Executive Officer
of Perini Land &
Development Co.

Donald E. Unbekant (4) 1995 273,000 - - - - 1,100
Executive Vice 1994 260,400 130,200 - 10,000 - 1,900
President, Civil & 1993 - - - - - -
Environmental
Construction

- -------------------------
</TABLE>

(1) Of the total bonus (or incentive compensation) reported for each of the
Named Executive Officers, 59% has been paid in shares of the Company's
Common Stock. The remaining amounts were paid in cash.

(2) Other annual compensation does not include a dollar amount which the
Company is unable to quantify, but which is estimated at not more than the
lesser of $50,000 or 10% of the compensation reported for each executive
officer, resulting from executive perquisites which may be of personal
benefit to such individuals.

(3) All other compensation represents estimated annual Company 401(k) and ESOP
retirement contributions and, in 1995, consists of $200 of 401(k) and $900
of ESOP contributions for each of the Named Executive Officers.

- 12 -

<PAGE>

(4) Messrs. Rizzo and Unbekant became Executive Officers effective January 1,
1994; therefore, no compensation data is included for 1993.

Stock Options
- -------------

The following table contains information concerning the grant of stock
options made during the year ended December 31, 1995 under the Company's 1992
Stock Option Plan to Named Executive Officers:
<TABLE>

Option Grants in the Last Fiscal Year (1)
Individual Grants
----------------------------------------------------------------------------------
% of Total
Options Grant Date
Options Granted To Exercise Present
Granted Employees In Price Expiration Value
Name (2) Fiscal Year (3) Date (4)
- ---------------------- ------------ ----------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>

David B. Perini - - - - -
Richard J. Rizzo - - - - -
John H. Schwarz 10,000 100% $10.44 5/17/2003 $57,800
Donald E. Unbekant - - - - -

</TABLE>

(1) No SARS were granted to any of the Named Executive Officers during the last
fiscal year.

(2) Options granted in 1995 become exercisable in two equal annual installments
on the second and third anniversary of the date of grant.

(3) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares or by offset of the underlying
shares, subject to certain conditions.

(4) The grant date present value was calculated using the Black-Scholes option
pricing model. All stock option valuation models, including the
Black-Scholes model, require a prediction about the future movement of the
Company's stock price based on past performance. The Company's use of this
model should not be construed in any way as an endorsement of its accuracy
at valuing options or as a forecast of the future performance of the
Company's stock price. The following assumptions were made for the purpose
of calculating the Grant Date Present Value: option term is eight years,
volatility at .3683, dividend yield at 0% and interest rate at 6.58%. The
real value of the options in this table depends upon the actual performance
of the Company's stock price during the applicable period.

- 13 -

<PAGE>

Option Exercises and Holdings
- -----------------------------

The following table sets forth information with respect to the Named
Executive Officers, concerning the exercise of options during the year December
31, 1995 and unexercised options held as of December 31, 1995:

Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values

Number of
Securities
Underlying
Shares
Acquired Value of Unexercised In-the-
on Value Number of Unexercised Money Options at Fiscal Year-
Name Exercise Realized Options at Fiscal Year-End End(1)
- ------------------------ ------------- ---------- ---------------------------------- ------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
-------------- ----------------- -------------- -------------------
<S> <C> <C> <C> <C> <C> <C>

David B. Perini 0 $ 0 40,500 12,500 $ - $ -
Richard J. Rizzo 0 0 14,000 12,500 - -
John H. Schwarz 0 0 9,000 17,500 - -
Donald E. Unbekant 0 0 14,000 12,500 - -

- ---------------
</TABLE>

(1) At December 31, 1995, all options listed had exercise prices in excess of
the quoted market value.

Long-Term Performance Units
- ---------------------------

Under the Performance Unit award feature of the 1982 Long-Term Plan,
key employees may be contingently awarded a number of units which will be earned
if specified financial performance goals are attained. A Performance Unit will
give an employee the right to receive up to a maximum of 200% of the amount of
the Performance Unit (nominally valued at $100) at the end of a specified period
depending on the level of achievement of the specified financial performance
goals.

No awards were made under the terms of this Plan in 1993, 1994 and 1995
and the Company has no current plans to award such performance units in the
future.

Pension Plan Disclosure
- -----------------------

The following table sets forth pension benefits payable based on an
employee's remuneration ("final average earnings") and "years of service" as
defined under the Company's non-contributory Retirement Plan ("the Plan") for
all its full-time employees and to the extent covered remuneration is limited by
the Internal Revenue Code of 1986, as amended, pension benefits payable have

- 14 -

<PAGE>

been augmented based on the Company's Benefit Equalization Plan:
<TABLE>

Pension Plan Table -
Estimated Annual Pension Benefits (2) for
Years of Service Indicated (3)
------------------------------------------------------------------------------------------------
Remuneration(1) 15 Years 20 Years 25 Years 30 Years 35 Years
- ------------ -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>

$125,000 $ 25,209 $ 33,612 $ 42,015 $ 42,015 $ 42,015
150,000 30,834 41,112 51,390 51,390 51,390
175,000 36,459 48,612 60,765 60,765 60,765
200,000 42,084 56,112 70,140 70,140 70,140
225,000 47,709 63,612 79,515 79,515 79,515
250,000 53,334 71,112 88,890 88,890 88,890
300,000 64,584 86,112 107,640 107,640 107,640
400,000 87,084 116,112 145,140 145,140 145,140
500,000 109,584 146,112 182,640 182,640 182,640

- ---------------
</TABLE>

(1) Remuneration covered by the Plan and the Benefit Equalization Plan is
limited to an employee's annual salary and for the Named Executive Officers
is limited to the amounts in the Annual Salary column included in the
Summary Compensation Table on page 12.

(2) The estimated annual benefits are calculated on a straight-line annuity
basis and are not subject to any further deductions for social security
since the Plan formula integrates the calculation of the benefits with
certain adjustments for Social Security, as defined.

(3) The years of service for the Named Executive Officers are as follows: D.B.
Perini (33 years), R.J. Rizzo (19 years), J.H. Schwarz (16 years) and D.E.
Unbekant (12 years).

- 15 -

<PAGE>

Performance Graph

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG PERINI CORPORATION, AMEX MARKET VALUE INDEX,
AND SELECTED CONSTRUCTION AND REAL ESTATE PEER GROUPS

[GRAPHIC OMITTED]

1991 1992 1993 1994 1995
---- ---- ---- ---- ----

Perini $100 146 224 148 119 105
AMEX 100 123 125 148 131 169
Construction 100 116 106 122 83 75
Real Estate 100 127 117 123 122 141

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

(1) The above graph compares the performance of Perini Corporation
("Perini") with that of the American Stock Exchange Market Value Index
("AMEX") and selected Construction and Real Estate Peer Groups.
Companies in the Construction Peer Group Index ("Construction") are as
follows: Guy F. Atkinson Company, Banister, Inc., Granite Construction,
Kasler Corporation, Morrison Knudsen Corporation and Turner
Corporation. In 1995 Perini eliminated Blount Construction from its
peer group listing because the Company is no longer in that line of
business, and replaced it with Granite Construction. Companies in the
Real Estate Peer Group Index ("Real Estate") are as follows: Newhall
Land and Farming Company, AMREP Corporation, FPA Corporation, Major
Realty Corporation, Christiana Companies, Rouse Company, and Mission
West Properties.

(2) The comparison of total return on investment (change in year end stock
price plus reinvested dividends) for each of the periods assumes that
$100 was invested on January 1, 1991, in each of Perini Corporation,
the American Stock Exchange Market Value Index and selected
Construction and Real Estate Peer Groups, with investment weighted on
the basis of market capitalization.

- 16 -

<PAGE>

Directors Compensation
- ----------------------

Outside directors of the Company are currently paid fees on a quarterly
basis at an annual rate of $16,000, plus $900 per Board meeting attended, as
well as $900 per Committee meeting attended by members of the Executive, Audit,
Compensation and Nominating Committees. In addition, on May 19, 1994, the
Outside Directors at that time, Messrs. John J. McHale, Robert M. Jenney,
Marshall A. Jacobs, Richard J. Boushka, Marshall M. Criser, Arthur J. Fox, Jr.,
and Albert A. Dorman and Ms. Jane E. Newman and Ms. Nancy Hawthorne were granted
awards under the 1988 Perini Corporation Restricted Stock Plan for Outside
Directors of 1,148 common shares each, subject to certain specified investment
and transfer restrictions which expire on May 18, 1997, for zero consideration.
Based on a price equivalent to the average of the high and low prices prevailing
on the American Stock Exchange, the market value of the grants approximated
$14,000, the amount of the annual retainer in 1994, per participant on the award
date.

For 1996, the directors agreed to receive payment of their annual fee
of $16,000 in shares of the Company's Common Stock in four quarterly
installments. The number of shares is based on a price equivalent to the average
of the high and low prices prevailing on the American Stock Exchange on the
first business day of each quarter.

In addition, the consulting agreement with Mr. Thomas E. Dailey, a
former executive officer and current director, was renewed for another twelve
month period commencing January 1, 1995 at a rate of $150 per hour for time
spent on specified corporate matters.

Certain Transactions
- --------------------

During 1984 the Company transferred certain income-producing real
estate properties and joint venture interests to a new company, Perini
Investment Properties, Inc. and distributed the common stock of that company to
the Company's shareholders on a share-for-share basis. In 1992, that company
changed its name to "Pacific Gateway Properties, Inc." ("PGP"), reflecting PGP's
West Coast focus and minimal ongoing interdependence with the Company.

Initially, a majority of PGP's Directors were also Directors of the
Company and the two companies also had the same controlling stockholder group.
Effective May 16, 1985, the Board of Directors of the Company established a
Special Committee, consisting of three Directors who hold no position with PGP,
to review on behalf of, and report to the Board with respect to agreements
entered into by the Company and PGP. The Special Committee makes its report to
the Board of Directors, and the unaffiliated directors (directors who are not
Perini Corporation employees and have no affiliation with PGP) vote on whether
or not to proceed with the transactions as described. Currently, the two
companies have no common directors.

The Company, through its wholly-owned subsidiary Perini Land and
Development Company, and PGP are general partners in certain real estate joint
ventures. The following table summarizes the names of the joint ventures,
approximate percentage interest of each and designation of the managing partner.
<TABLE>

Percentage Interest
-----------------------------------
Name of Joint Venture Company PGP
- ------------------------------------------------------------------------ --------------- --------------
<S> <C> <C>

Rincon Center Associates (a California limited partnership) 46%(1) 23%
Southwest Villages(2) (an Arizona general partnership) 40% 40%
- ---------------
</TABLE>

(1) Designated as managing partner.

- 17 -

<PAGE>

(2) During 1993, the project was sold, subject to both the Company and PGP
retaining an obligation to repay $2.2 million each of the project's
debt over a 7-year period.

Other than Rincon Center, where the two parties have an ongoing
relationship in a specific project (see Note 11 to Notes to Consolidated
Financial Statements where PGP is the other general partner referred to in the
disclosure relating to the Rincon Center joint venture for additional
information on this relationship), there are no longer any material business
relationships between the Company and PGP.

As a result of Mr. Rizzo's promotion to Executive Vice President,
Building Construction, effective January 1, 1994, he and his family relocated
from the Phoenix, Arizona area to the Boston, Massachusetts area. In connection
with his purchase of a home in the Boston area, the Company provided a second
mortgage loan to Mr. Rizzo in the amount of $350,000 in February, 1994. Interest
on the loan is payable upon the sale of the property in an amount equal to
approximately 33% of the future increase in market value of the property.

Information Required by Rule 405
- --------------------------------

As required by the Securities and Exchange Commissions rules under
Section 16 of the Securities and Exchange Act of 1934, the Company notes that
during 1995 one director, Bart W. Perini, filed one untimely report on one
transaction in the Company's Common Stock. This transaction was subsequently
reported on Form 4 ten days after the due date.

- 18 -

<PAGE>

RATIFICATION OF APPOINTMENT OF AUDITORS

Upon recommendation of the Audit Committee, the Board has appointed the
firm of Arthur Andersen LLP, independent public accountants, as its auditors for
the fiscal year ending December 31, 1996. Although stockholder ratification is
not required, the Board has determined that it would be desirable to request an
expression from the stockholders as to whether or not they concur with the
foregoing appointment.

Arthur Andersen LLP has audited the accounts of the Company and its
subsidiaries since 1960. Representatives of Arthur Andersen LLP will be present
at the Annual Meeting of Stockholders of the Company and will be available to
respond to appropriate questions and to make a statement if they desire to do
so.

The Board recommends a vote FOR ratification of the appointment of
Arthur Andersen LLP as independent auditors for the Company for the fiscal year
year ending December 31, 1996.

- 19 -

<PAGE>

Stockholder Proposals
- ---------------------

The Company receives suggestions from time to time from stockholders,
some as formal stockholder proposals. All are given careful attention.

Proponents of two stockholder proposals have stated that they intend to
present the following proposals at the Annual Meeting. The proposals and
supporting statements are quoted below. The Board has concluded it cannot
support the proposals for the reasons given.

STOCKHOLDER PROPOSAL NO. 1

Mr. William Steiner, residing at 4 Radcliff Drive, Great Neck, New
York, 11024, has advised the Company that he is the beneficial owner of 400
shares of the Company's common stock and that he intends to propose the
following resolution at the Annual Meeting of the Company. The proposed
resolution and supporting statement, for which the Board of Directors and the
Company accept no responsibility, are as follows:

ELIMINATE CLASSIFIED BOARD OF DIRECTORS RESOLUTION

RESOLVED, that the stockholders of the Company request that the Board
of Directors take the necessary steps, in accordance with state law, to
declassify the Board of Directors so that all directors are elected annually,
such declassification to be effected in a manner that does not affect the
unexpired terms of directors previously elected.

SUPPORTING STATEMENT

The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable for
it's implementation of those policies. I believe that the classification of the
Board of Directors, which results in only a portion of the Board being elected
annually, is not in the best interests of the Company and it's stockholders.

The Board of Directors of the Company is divided into three classes
serving staggered three-year terms. I believe that the Company's classified
Board of Directors maintains the incumbency of the current Board and therefore
of current management, which in turn limits management's accountability to
stockholders.

The elimination of the Company's classified Board would require each
new director to stand for election annually and allow stockholders an
opportunity to register their views on the performance of the Board collectively
and each director individually. I believe this is one of the best methods
available to stockholders to insure that the Company will be managed in a manner
that is in the best interests of the stockholders.

I am a founding member of the Investors Rights Association of America
and I believe that concerns expressed by companies with classified boards that
the annual election of all directors could leave companies without experienced
directors in the event that all incumbents are voted out by stockholders, are
unfounded. In my view, in the unlikely event that stockholders vote to replace
all directors, this decision would express stockholder dissatisfaction with the
incumbent directors and reflect the need for change.

I urge your support, vote for this resolution.

- 20 -

<PAGE>

STATEMENT IN OPPOSITION TO PROPOSAL

The current division of the Board into three classes, with one class
elected each year for a three-year term, has been in place since 1990. The Board
of Directors believes that a classified board increases the likelihood that at
all times at least a majority of the directors will have experience and
familiarity with the business, affairs and issues of the Company. As a result,
the classified Board helps to provide continuity and stability in the
composition of the Board and its policies -- permitting new directors to become
familiar with the business of the Company and to benefit from the experience of
the continuing directors. Furthermore, a classified Board would encourage any
unsolicited bidder for control of the Company to negotiate at arm's length with
management of the Company and the Board, who, in the opinion of the Board, are
in a position to best represent the interests of all of the stockholders.
Moreover, the directors of the Company are fully accountable to serve the
stockholders' interests throughout their term of office, whether that term is
three years or one year.

The classified Board resulted from an amendment to the Massachusetts
Business Corporation Law which classified all boards of directors of public
companies incorporated in the Commonwealth of Massachusetts unless a company
acts affirmatively to opt out under the statute. Under the statute,
declassification of the Company's Board of Directors can only be effected by act
of the Board of Directors or by a vote of two-thirds of each class of the
Company's outstanding stock at a meeting duly called for such purpose. The Board
of Directors does not believe that declassification is in the best interests of
the Company's stockholders for the reasons stated above and has no present
intention to act to declassify the Board. Therefore, the adoption of this
proposal would not operate to declassify the Board and reinstate the annual
election of all directors, but would only amount to an advisory recommendation
to the Board that it initiate such action.

The Board of Directors recommends a vote "AGAINST" this Stockholder
Proposal.

STOCKHOLDER PROPOSAL NO. 2

Mr. Glen Freedman, residing at 2 Spruce Street, Apartment 2D, Great
Neck, New York, 11021, has advised the Company that he is the beneficial owner
of 500 shares of the Company's common stock and that he intends to propose the
following resolution at the Annual Meeting of the Company. The proposed
resolution and supporting statement, for which the Board of Directors and the
Company accept no responsibility, are as follows:

STOCK COMPENSATION RESOLUTION

RESOLVED that the shareholders recommend that the Board of Directors
take the necessary steps to ensure that from here forward all non-employee
directors should receive a minimum of fifty percent of their total compensation
in the form of Company stock which cannot be sold for three years.

SUPPORTING STATEMENT

A significant equity ownership by outside directors is probably the
best motivator for facilitating identification with shareholders.

Traditionally, outside directors, usually selected by management, were
routinely compensated with a fixed fee, regardless of corporate performance. In

- 21 -

<PAGE>

today's competitive global economy, outside directors must exercise a critical
oversight of management's performance in furthering corporate profitability. All
too often, outside directors oversight has been marked by complacency, cronyism,
and inertia.

Corporate America has too many examples of management squandering
company assets on an extended series of strategic errors. Meanwhile, Boards of
Directors stood by and passively allowed the ineptitude to continue, well after
disaster struck. They fiddled while Rome was burning.

When compensation is in company stock, there is a greater likelihood
that outside directors will be more vigilant in protecting their own, as well as
corporate, and shareholder interests.

What is being recommended in this proposal is neither novel nor
untried. A number of corporations have already established versions of such
practices, namely, Scott Paper, The Travelers, and Hartford Steam Boiler.

Robert B. Stobough, Professor of Business Administration at the Harvard
Business School, did a series of studies comparing highly successful to poorly
performing companies. He found that outside directors in the better performing
companies had significantly larger holdings of company stock than outside
directors in the mediocre performing companies.

It can be argued that awarding stock options to outside directors
accomplishes the same purpose of insuring director's allegiance to a company's
profitability, as paying them exclusively in stock. However, it is our
contention that stock options are rewarding on the upside, but offer no
penalties on the downside, where shareholders bear the full downside risks.
There are few strategies that are more likely to cement outside directors with
shareholder interests and company profitability than one which results in their
sharing the same bottom line.

STATEMENT IN OPPOSITION TO PROPOSAL

Mr. Freedman seeks to require the Company to pay at least 50% of the
outside directors' compensation in common stock of the Company. The Company
agrees with Mr. Freedman's belief that ownership of Company stock provides an
incentive for outside directors to promote the success of the Company. However,
the Company also believes that the specific implementation of that philosophy
should remain the perogative of management working in conjunction with the Board
of Directors. For a number of years, the Company has compensated outside
directors partly in cash and partly in stock. Under the Company's 1988
Restricted Stock Plan for Outside Directors, adopted by stockholders on May 18,
1988, every third year each outside director receives common stock equal in
value to the director's then current annual cash retainer. This stock may not be
sold, assigned, transferred, pledged or otherwise encumbered for a period of
three years. Thus, each director currently receives 25% of his or her
compensation over a three-year period in common stock, excluding per meeting
attendance fees.

In formulating its compensation policies, the Company utilizes the
services of outside compensation specialists which it believes are capable. The
Company believes that Mr. Freedman's proposal is an attempt by a stockholder to
micro-manage the Company's compensation policies, which would restrict the
Company's flexibility in addressing compensation issues and is a precedent not
in the best interests of the stockholders.

The Board of Directors recommends a vote "AGAINST" this Stockholder
Proposal.

- 22 -

<PAGE>

OTHER MATTERS

The Board of Directors knows of no other matters which are likely to be
brought before the meeting. However, if any other matters, of which the Board of
Directors is not aware, are presented to the meeting for action, it is the
intention of the persons named in the accompanying form of proxy to vote said
proxy in accordance with their judgement on such matters.

The Company will bear the cost of solicitation of proxies. The
solicitation of proxies by mail may be followed by telephone or oral
solicitation of certain stockholders and brokers.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE
URGED TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.

By order of the Board of Directors
Richard E. Burnham
Secretary

Framingham, Massachusetts
April 10, 1996

- 23 -

<PAGE>

|X|
PLEASE MARK VOTES AS IN THIS
EXAMPLE
The Board of Directors recommends a vote
"FOR" proposal A and proposal B.
<S> <C> <C> <C> <C> <C> <C> <C>

A) The election of three For Withhold For All B) To ratify the For Against Abstain
(3) Class III Directors Except appointment of Arthur
as described in the |_| |_| |_| Andersen LLP as |_| |_| |_|
proxy statement of auditors for the fiscal
the Board of Directors year ending
to serve until the December 31, 1996.
1999 Annual Meeting.

Albert A. Dorman, John J. McHale and David B. Perini The Board of Directors recommends a vote
"AGAINST" proposal C and proposal D.
<S> <C> <C> <C> <C>

If you do not wish your shares voted "For" a particular nominee, mark C) To consider and act For Against Abstain
the "For All Except" box and strike a line through the nominee(s) upon shareholder
name. Your shares will be voted "For" the remaining nominees. proposal No. 1 |_| |_| |_|
concerning
declassification of the
Board of Directors.

RECORD DATE SHARES: D) To consider and act For Against Abstain
upon stockholder
proposal No. 2 |_| |_| |_|
concerning Directors'
compensation.

<CAPTION>
Please be sure to sign and date this DATE ____________ Mark box at right if comments or address changes |_|
Proxy. have been noted on the reverse side of this card.

- ------------------------- ----------------------------
Stockholder sign here Co-owner sign here
DETACH CARD
</TABLE>

PERINI CORPORATION

Dear Stockholder:

Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage-paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders, May 16,
1996.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Perini Corporation

<PAGE>

COMMON COMMON

PROXY SOLICITED BY THE BOARD OF DIRECTORS
OF PERINI CORPORATION FOR THE
ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 1996

The undersigned hereby appoints David B. Perini, John H. Schwarz and
Richard E. Burnham and any of them as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated herein, all the shares of common stock of Perini Corporation held by
them, on behalf of the undersigned at the annual meeting of stockholders to be
held at State Street Bank and Trust Company, the Enterprise Room, 5th Floor, 225
Franklin Street, Boston, Massachusetts, on Thursday, May 16, 1996 at 10:00 a.m.
or any adjournment thereof.

UNLESS OTHERWISE SPECIFIED, THE UNDERSIGNED VOTE WILL BE CAST "FOR"
PROPOSAL A, THE ELECTION OF DIRECTORS AS SET FORTH HEREIN, "FOR" PROPOSAL B, TO
RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1996, "AGAINST" PROPOSAL C, TO CONSIDER AND ACT UPON
STOCKHOLDER PROPOSAL NO. 1 CONCERNING DECLASSIFICATION OF THE BOARD OF
DIRECTORS, AND "AGAINST" PROPOSAL D, TO CONSIDER AND ACT UPON STOCKHOLDER
PROPOSAL NO. 2 CONCERNING DIRECTORS' COMPENSATION. THE PROXIES ARE HEREBY
AUTHORIZED TO VOTE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THIS MEETING.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE

Please sign exactly as your name appears on this card. If stock is held in the
name of more than one person, all holders should sign. Persons signing in a
fiduciary capacity should include their title as such.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

<PAGE>

<TABLE>

|X|
PLEASE MARK VOTES AS IN THIS
EXAMPLE
The Board of Directors Recommends a vote
"FOR" proposal A and proposal B.
<S> <C> <C> <C> <C> <C> <C> <C>

Albert A. Dorman, John J. McHale and David B. Perini The Board of Directors recommends a vote
"AGAINST" proposal C and proposal D.

RECORD DATE SHARES: D) To consider and act For Against Abstain
upon stockholder
proposal No. 2 |_| |_| |_|
concerning Directors'
compensation.

|-|
<CAPTION>

Please be sure to sign and date this DATE ____________ Mark box at right if comments or address changes
Proxy. have been noted on the reverse side of this card.

- ------------------------- ----------------------------
Stockholder sign here Co-owner sign here
DETACH CARD
</TABLE>

PERINI CORPORATION

Dear Stockholder:

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage-paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders, May 16,
1996.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Perini Corporation

<PAGE>

ESOP ESOP

PROXY SOLICITED BY THE TRUSTEES
OF THE PERINI CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST
FOR THE ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 1996

The undersigned hereby appoints John E. Chiaverini, Robert E. Higgins
and Kenneth A. Isaacs, the Trustees of the Perini Corporation Employee Stock
Ownership Trust, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated herein, all the
shares of common stock of Perini Corporation held by them, on behalf of the
undersigned at the annual meeting of stockholders to be held at State Street
Bank and Trust Company, the Enterprise Room, 5th Floor, 225 Franklin Street,
Boston, Massachusetts, on Thursday, May 16, 1996 at 10:00 a.m. or any
adjournment thereof.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

<PAGE>