LETTER AGREEMENT



 Exhibit 10.28 
  
 Letter Agreement 
  
 December 14, 2005 
  
 This will confirm the agreement among the undersigned parties regarding certain matters in connection with the resale of up to 5,798,739 shares of common stock, par value
$1.00 per share (the “Shares”), of Perini Corporation, a Massachusetts corporation (the “Company”) and the offering of such Shares (the “Offering”) by a syndicate of underwriters (the
“Underwriters”) under the Registration Statement on Form S-1, as amended (File No. 333-117344). Notwithstanding the terms of the Registration Rights Agreement dated March 29, 2000 (the “Registration Rights
Agreement”) by and among the Company, Blum Capital Partners, L.P. (“Blum Capital”), PB Capital Partners, L.P. (“PB Capital”), The Common Fund for Non-Profit Organizations, National Union Fire Insurance Company of
Pittsburgh, Pa. (“National Union”), The Union Labor Life Insurance Company, acting on behalf of its Separate Account P (“ULLICO”) O&G Industries, Inc. (“O&G”), Tutor-Saliba Corporation (“TSC”)
and Ronald N. Tutor, for purposes of the Offering, the parties hereto agree as follows: 
  

	1.	Schedule I attached hereto sets forth (a) the names of the selling stockholders participating in the Offering (the “Selling Stockholders”); (b) the
total number of Shares (excluding the Shares to be sold if the Underwriters’ over-allotment option is exercised) proposed to be offered by each of the Selling Stockholders in the Offering and (c) the total number of Shares proposed to be
offered by each of the Selling Stockholders in the Offering for purchase by the Underwriters to cover any over-allotment of Shares (the total number of Shares to be offered by each Selling Stockholder under both (a) and (b) together is
referred to as such Selling Stockholder’s “Offered Shares”). 

  

	2.	The Company will only pay reasonable fees and disbursements of up to (i) $20,000 to counsel retained by O&G, (ii) $20,000 to counsel retained by TSC, and
(iii) $45,000 in the aggregate to counsel retained by National Union, Blum Capital, PB Capital and ULLICO, in connection with the Offering. 

  

	3.	As provided in Section 3.1 of the Registration Rights Agreement, UBS Investment Bank, the lead underwriter for the Offering (“UBS”), may limit the number of
Shares to be sold in the Offering to the Saleable Number (as defined in the Registration Rights Agreement). In the event that UBS determines that all of the Shares proposed to be sold by the Selling Stockholders cannot be included in the Offering,
then there shall be included in the Offering that number of each Selling Stockholder’s Offered Shares equal to the product of (a) the Saleable Number, multiplied by (b) a fraction, the numerator of which is the number of such Selling
Stockholder’s Offered Shares and the denominator of which is 5,798,739. 

  

	4.	 Each of the undersigned hereby waives any and all of its rights under Articles V and VI of the Shareholders’ Agreement dated as of March 29, 2000 (the
“Shareholders’ Agreement”), (including, without limitation, any right to receive notice of or to purchase or sell any shares of common stock of the Company) solely in connection with the Offering. Effective and 











	 	 
conditioned upon the closing of the Offering, each of the undersigned hereby irrevocably waives all of its respective rights under Article V of the
Shareholders’ Agreement, provided that TSC does not waive and expressly reserves all of its rights with respect to the Put/Call Shares (as defined in the Shareholders’ Agreement), including, without limitation, the rights relating to the
continuation of the Put Option and Call Option (each as defined in the Shareholders’ Agreement) as set forth in Section 5.04 of the Shareholders’ Agreement. Effective and conditioned upon the closing of the Offering, each of the
undersigned hereby irrevocably waives all of its respective rights under Article VI of the Shareholders’ Agreement, provided that TSC does not waive and expressly reserves all of its rights with respect to the Put/Call Shares (as defined in the
Shareholders’ Agreement), including, without limitation, the rights relating to the continuation of the Call Option (as defined in the Shareholders’ Agreement) as set forth in Section 6.02 of the Shareholders’ Agreement.



  
 This letter agreement shall not obligate any of the Selling
Stockholders to sell any Shares in the Offering. 
  
 This letter agreement may be
executed in any number of counterparts, each of which shall constitute an original and all of which counterparts together shall constitute one agreement. 
  
 [Remainder of page intentionally left blank.] 








			
	 PERINI CORPORATION

		
	By:	 	/s/ Susan C. Mellace
	 	 	 Name: Susan C. Mellace
 Title: VP & Treasurer


  

					
	 BLUM CAPITAL PARTNERS, L.P.

	
	 By:   Richard C. Blum & Associates, Inc.,
its general partner

			
	 	 	By:	 	/s/ Gregory D. Hitchan
	 	 	 	 	 Name: Gregory D. Hitchan
 Title: General Counsel & Secretary


  

					
	 PB CAPITAL PARTNERS, LP

	
	 By:   Blum Capital Partners, L.P., its general partner

		
	 	 	 By: Richard C. Blum & Associates, Inc.,
its general partner

			
	 	 	By:	 	/s/ Gregory D. Hitchan
	 	 	 	 	 Name: Gregory D. Hitchan
 Title: General Counsel & Secretary

	
	NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
	
	 By:   AIG Global Investment Corp., as investment advisor

			
	 	 	By:	 	/s/ FT Chong
	 	 	 	 	 Name:
 Title:










					
	 THE UNION LABOR LIFE INSURANCE COMPANY,
 ACTING ON BEHALF OF ITS SEPARATE ACCOUNT P

		
	 By:
	 	 /s/ Joseph R. Linehan

	 	 	 Name:
	 	 Joseph R. Linehan

	 	 	 Title:
	 	 Vice President

	
	 O & G INDUSTRIES, INC.

		
	 By:
	 	 /s/ Raymond R. Oneglia

	 	 	 Name:
	 	 Raymond R. Oneglia

	 	 	 Title:
	 	 Vice Chairman

	
	 TUTOR-SALIBA CORPORATION

		
	 By:
	 	 /s/ William B. Sparks

	 	 	 Name:
	 	 William B. Sparks

	 	 	 Title:
	 	 Sr. Vice President


  

	
	
	 /s/ Ronald N. Tutor

	 Ronald N. Tutor









 Schedule I 
  


					
	 Selling Stockholder

	  	Number of Shares
Offered

	  	Number of Shares Allocated for
Over-Allotment


	 Blum Capital Partners, L.P.
	  	5,743	  	862
	 PB Capital Partners, L.P.
	  	2,661,514	  	399,227
	 National Union Fire Insurance Company of Pittsburgh, PA.
	  	266,874	  	40,031
	 O&G Industries, Inc.
	  	608,696	  	91,304
	 The Union Labor Life Insurance Company, acting on behalf of its Separate Account P
	  	195,207	  	29,281
	 Tutor-Saliba Corporation
	  	1,304,348	  	195,652
	 Total
	  	5,042,382	  	756,357