exv10w15b






Exhibit 10.15B


AMENDMENT TO LETTER AGREEMENT BETWEEN TEXTRON AND SCOTT C. DONNELLY


December 16, 2008




Mr. Scott C. Donnelly




Dear Scott:



The purpose of this letter is to amend the terms of your June 26, 2008 offer letter with respect to
your relocation benefits. Specifically, you were offered and have the relocation benefits
consistent with (and subject to the same tax consequences as) the benefits under Textron’s
relocation policy for senior executives. We have recently agreed to the following modification of
those benefits:





	1.	 	You have received and executed the SIRVA Relocation benefits package, including the Option to
Purchase and Put Agreement. After the required appraisals and inspections, SIRVA has set a
Guaranteed Purchase Price (“GPO”) for the property located at 6450 Given Road, Cincinnati, OH
at $1,275,000. You have until January 16, 2009 to require SIRVA to purchase the property at
this price.
	 
	2.	 	We have agreed to make the sale of this property equitable for you. Based upon your 2005
purchase price and subsequent improvements, we have agreed on a total equity value to you of
$2,592,000. In order to ensure that you receive your total equity value, we have agreed to
the following:






	 	a.	 	If you accept the GPO on or before December 31, 2008, Textron will provide you with
a special payment of $2,454,154. This will be paid as a lump sum within 15 days of your
written acceptance of the GPO.
	 
	 	b.	 	You understand that after you accept the GPO, SIRVA will become the owner of the
property with full rights to resell the property at any price. You will not have any
right to recover additional funds from SIRVA or the Company as a result of a later sale.




Please sign both copies of this amendment, retain one for your files and return one to me.




Sincerely,




	 	 	 	 	 	 	 
	     /s/ John Butler
 


	 	 	 	December 16,
2008
	 	 
	John Butler

	 	 	 	Date	 	 






 









 








December 9, 2008

Page 2




	 	 	 	 	 	 	 
	Understood and Agreed:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	     /s/ Scott C. Donnelly
 


	 	 	 	December 16, 2008
	 	 
	Scott C. Donnelly

	 	 	 	Date	 	 






 









 








December 9, 2008

Page 3




Addendum No. 1 to Letter Amendment

Dated as of December 23, 2008




     Reference is made to that certain letter, dated December 16, 2008, between Textron Inc. and
Scott C. Donnelly (the “letter amendment”), amending the terms of the letter agreement, dated June
30, 2008 (referred to also as the June 26, 2008 offer letter), between Textron Inc. and Mr.
Donnelly. Terms used in this addendum which are not defined herein shall have the respective
meanings set forth in the letter amendment. This addendum shall confirm the agreement to amend
paragraph 2 a. of the letter amendment to provide that Mr. Donnelly may have until January 16, 2009
by which to accept the GPO. Textron will still provide Mr. Donnelly with a special payment of
$2,454,154, paid as a lump sum on or before December 31, 2008. This will further confirm that if
the property is purchased at a higher price than the $1,275,000 GPO prior to January 16, 2009 and
Mr. Donnelly does not accept the GPO, he will reimburse Textron Inc. for any gains in excess of
$1,275,000.



     In all other respects the letter amendment is hereby ratified and confirmed.



	 	 	 	 	 	 	 
	     /s/John D. Butler
 

Textron Inc.

	 	 	 	     /s/Scott C. Donnelly

 

     Scott C. Donnelly
	 	 
	By: John D. Butler

	 	 	 	     Executive Vice President and	 	 
	Executive Vice President Administration and

Chief Human Resources Officer

	 	 	 	     Chief Operating Officer