8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2004

Perini Corporation
(Exact Name of Registrant as Specified in Charter)

Massachusetts                                                     1-6314                                                  04-1717070
(State or other jurisdiction                      (Commission file number)                             (I.R.S. Employer
of incorporation)                                                                                                          Identification No.)

73 Mt. Wayte Avenue, Framingham, Massachusetts 01701
(Address of Principal Executive Offices and Zip Code)

(Registrant's telephone number, including area code): (508) 628-2000

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :

___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 15, 2004, Perini Corporation (the “Company”) entered into an agreement (the “Tutor Agreement”) with Ronald N. Tutor, the Company’s Chairman and Chief Executive Officer, pursuant to which the Company will grant Mr. Tutor 150,000 shares of unrestricted common stock, par value $1.00 per share, of the Company (“Common Stock”) under the Perini Corporation 2004 Stock Option and Incentive Plan. Under the Tutor Agreement, the Company will grant Mr. Tutor (i) 75,000 shares of Common Stock on June 30, 2005, provided that Mr. Tutor continues to serve as the Company’s Chairman and Chief Executive Officer through and including such date and (ii) 75,000 shares of Common Stock on June 30, 2006, provided that Mr. Tutor continues to serve as the Company’s Chairman and Chief Executive Officer through and including such date.

The foregoing description of the Tutor Agreement does not purport to be complete and is qualified in its entirety by reference to the Tutor Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

On December 15, 2004, the Company entered into Amendment Number 8 to the Management Agreement by and among the Company, Ronald N. Tutor and Tutor-Saliba Corporation (the “Amendment”). Pursuant to the Amendment, effective September 15, 2004, the management fee payable by the Company to Tutor-Saliba Corporation for services provided to the Company by Mr. Tutor was increased from $600,000 to $800,000 per year. Mr. Tutor is the sole shareholder and chief executive officer of Tutor-Saliba Corporation.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     Exhibit 10.1 - Retention Incentive Agreement between the Company and Ronald N. Tutor, dated as of December 15, 2004

     Exhibit 10.2 - Amendment Number 8 to Management Agreement by and among the Company, Ronald N. Tutor and Tutor-Saliba Corporation, dated as of December 15, 2004

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                                PERINI CORPORATION

Dated: December 16, 2004                                                             By: /s/Michael E. Ciskey
                                                                                                                 Michael E. Ciskey
                                                                                                                 Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.       Description

10.1              Retention Incentive Agreement between the Company and Ronald N. Tutor, dated as of December 15, 2004

10.2              Amendment Number 8 to Management Agreement by and among the Company, Ronald N. Tutor and Tutor-Saliba
                  Corporation, dated as of December 15, 2004

EX-10

Exhibit 10.1

RETENTION INCENTIVE AGREEMENT

        This Agreement (“Agreement”) is entered into as of December 15, 2004 by and between Ronald N. Tutor (“Executive”) and Perini Corporation, a Massachusetts corporation (the “Company”).

        WHEREAS, the Executive currently serves as Chairman and Chief Executive Officer of the Company;

        WHEREAS, the Company and Tutor-Saliba Corporation, a corporation of which the Executive is sole stockholder and Chief Executive Officer, are parties to a Management Agreement (as amended, the “Management Agreement”) pursuant to which the Executive has served and continues to serve as Chairman and Chief Executive Officer of the Company and the Company compensates the Executive for his services; and

        WHEREAS, as an additional incentive to retain the continued services of the Executive as Chairman and Chief Executive Officer of the Company, the Compensation Committee of the Board of Directors of the Company has determined that the Company enter into this Agreement with the Executive, and Executive desires to enter into this Agreement with the Company.

        NOW, THEREFORE, the Company and the Executive hereby agree as follows:

         1. Retention Awards. The Company agrees to make grants to Executive of shares of unrestricted common stock, par value $1.00 per share, of the Company ("Common Stock"), at the times, in the amounts and subject to the conditions contained in this Agreement. The grants of Common Stock, if any, would be made under the Company's 2004 Stock Option and Incentive Plan (the "Plan") and would be subject to the terms and conditions of the Plan.

         2. 2005 Stock Grant. If the Executive continues to serve as Chairman and Chief Executive Officer of the Company (whether pursuant to the Management Agreement or otherwise) through and including June 30, 2005, the Company agrees to issue to the Executive, on June 30, 2005, 75,000 shares of unrestricted Common Stock under the Plan (the "2005 Stock Grant"). In the event that the Executive does not continue to serve as Chairman and Chief Executive Officer of the Company through and including June 30, 2005 for any reason, the Company shall have no obligation to make the 2005 Stock Grant, the 2006 Stock Grant or to otherwise issue any shares of Common Stock to the Executive under this Agreement.

         3. 2006 Stock Grant. If the Executive continues to serve as Chairman and Chief Executive Officer of the Company (whether pursuant to the Management Agreement or otherwise) through and including June 30, 2006, the Company agrees to issue to the Executive, on June 30, 2006, 75,000 shares of Common Stock under the Plan (the "2006 Stock Grant"). In

the event that the Executive does not continue to serve as Chairman and Chief Executive Officer of the Company through and including June 30, 2006 for any reason, the Company shall have no obligation to make the 2006 Stock Grant or to otherwise issue any shares of Common Stock to the Executive under this paragraph 3.

         4. Adjustments. If, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company's capital stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, or, if, as a result of any merger or consolidation or sale of all or substantially all of the assets of the Company, the outstanding shares of Common Stock are converted into or exchanged for a different number or kind of securities of the Company or any successor entity (or a parent or subsidiary thereof), the Company shall make an appropriate or proportionate adjustment in the number and kind of shares or other securities to be issued under the 2005 Stock Grant and the 2006 Stock Grant. Any such adjustment by the Company shall be final, binding and conclusive.

         5. Miscellaneous. This Agreement does not confer upon the Executive any rights with respect to continuation of employment or any other service relationship with the Company or any subsidiary. This Agreement shall not be amended, modified or discharged in whole or in part except by an Agreement in writing signed by both of the parties hereto. The failure of either of the parties to require the performance of a term or obligation or to exercise any right under this Agreement or the waiver of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or exercise of such right or the enforcement at any time of any other right hereunder or be deemed a waiver of any subsequent breach of the provision so breached, or of any other breach hereunder. This Agreement shall inure to the benefit of successors of the Company by way of merger, consolidation or transfer of all or substantially all of the assets of the Company, and may not be assigned by the Executive. This Agreement shall be construed and regulated in all respects under the laws of the Commonwealth of Massachusetts. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be taken to be an original, but such counterparts shall together constitute one and the same document.

                                                                                                PERINI CORPORATION


                                                                                                                                By: /s/Michael E. Ciskey
                                                                                                                                        Name: Michael Ciskey
                                                                                                                                        Title: Chief Financial Officer

2

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.

Dated: December 15, 2004

                                                                                                                                By: /s/Ronald N. Tutor
                                                                                                                                        Ronald N. Tutor

3

EX-10

Exhibit 10.2

AMENDMENT NUMBER 8 TO MANAGEMENT AGREEMENT

        THIS AMENDMENT NUMBER 8 TO MANAGEMENT AGREEMENT (the “Amendment”) is made and entered into as of September 15, 2004 (the “Effective Date”), by and between Perini Corporation, a Massachusetts corporation (“Perini”), Tutor-Saliba Corporation, a California corporation (“Tutor-Saliba”) and Ronald N. Tutor (“Tutor”), an individual and President of Tutor-Saliba (Perini, Tutor-Saliba and Tutor collectively, the “Parties”).

        RECITALS

        WHEREAS, Perini, Tutor-Saliba and Tutor entered into a Management Agreement as of January 17, 1997 (the “Management Agreement”), whereby, among other things, Tutor-Saliba agreed to provide certain services of Tutor to Perini;

        NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Parties hereby agree as follows:

1.         Section 3(b) of the Management Agreement shall be amended in its entirety to read as follows:

        (b) Beginning on the Effective Date, Perini shall pay a fee to Tutor-Saliba at the rate of $800,000 per year, such amount to be paid in twelve equal monthly installments in arrears on the 15th of each month, or as the parties hereto shall otherwise agree in writing.

2.         Except as specifically amended herein, all other provisions of the Management Agreement as amended shall remain unchanged and in full force and effect.

3.         This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

        IN WITNESS HEREOF, each of the parties hereto have caused a counterpart of this Amendment to be executed and delivered as of the date first above written by their duly authorized representatives.

                                                                                                                PERINI CORPORATION

                                                                                                                                                      By: /s/Michael E. Ciskey
                                                                                                                                                      Title: Vice President & Chief Financial Officer

                                                                                                                                                      Date: December 15, 2004

                                                                                                                TUTOR-SALIBA CORPORATION

                                                                                                                                                      By:/s/Ronald N. Tutor
                                                                                                                                                      Title: President

                                                                                                                                                      Date: December 15, 2004

                                                                                                                                                      RONALD N. TUTOR

                                                                                                                                                      By:/s/Ronald N. Tutor

                                                                                                                                                      Date: December 15, 2004