ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On November 13, 2008, Precision Castparts Corp. (the "Company") agreed to modify its May 2008 agreement with William D. Larsson related to Mr. Larsson's expected retirement (the "May Agreement"). Mr. Larsson is the Company's former Senior Vice President and Chief Financial Officer, and the May Agreement was included as Exhibit 10.1 to the Company's Form 8-K filed May 28, 2008. The May Agreement provides, among other things, that if Mr. Larsson's employment is terminated by retirement on or after December 31, 2008 all unvested options granted to Mr. Larsson in 2005 and 2006 will become exercisable in full and remain exercisable for the remainder of their full term. The November 2008 modifications add to the May Agreement by specifying that under the same circumstances all vested options under Mr. Larsson's 2005 and 2006 option awards will also remain exercisable for the remainder of their full term and that the option award granted to Mr. Larsson in 2004 will be amended in the same manner as his 2005 and 2006 option agreements.

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