Exhibit (d)(15) XIRCOM, INC. 2300 CORPORATE CENTER DRIVE THOUSAND OAKS, CALIFORNIA 91320 (805) 376-9300 January 26, 2001 Intel Corporation ESR Acquisition Corporation 2200 Mission College Boulevard Santa Clara, California 95052 Ladies and Gentlemen: Section 1.1(b) of the Agreement and Plan of Merger, dated January 15, 2001, among Xircom, Inc., Intel Corporation and ESR Acquisition Corporation (the "Merger Agreement") provides that, among other things, the Offer shall expire, unless extended as provided therein, on the date that is twenty (20) business days after the date the Offer is commenced. In order to provide adequate time for regulatory authorities to review the transactions contemplated by the Merger Agreement, we hereby agree that, notwithstanding the requirement set forth in Section 1.1(b) described above, the initial Offer shall expire at 5:00 pm, New York City time, on Friday, March 2, 2001. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement. Please countersign this letter in the space provided below if you agree with the foregoing. Very truly yours, /s/ Steven F. DeGennaro Steven F. DeGennaro Chief Financial Officer Acknowledged and agreed this 26th day of January, 2001. Intel Corporation By: /s/ Arvind Sodhani -------------------------------------------------- Arvind Sodhani Vice President and Treasurer ESR Acquisition Corporation By: /s/ Suzan A. Miller -------------------------------------------------- Suzan A. Miller President 2