WESTERN DIGITAL CORP
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>a89926exv10w11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.11

Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

<PAGE>

Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                                <C>
ARTICLE 1      Definition...................................................................................        1

ARTICLE 2      Selection, Enrollment and Eligibility........................................................        5
     2.1       Selection by Committee.......................................................................        5
     2.2       Enrollment Requirements......................................................................        5
     2.3       Eligibility; Commencement of Participation...................................................        6

ARTICLE 3      Vesting; Account Balance.....................................................................        6
     3.1       Vesting in Change in Control Benefit.........................................................        6
     3.2       Forfeiture...................................................................................        6
     3.3       Account Balance..............................................................................        7

ARTICLE 4      Benefits.....................................................................................        7
     4.1       Change in Control Benefit....................................................................        7
     4.2       Employer Benefit.............................................................................        8
     4.3       Withholding and Payroll Taxes................................................................        8

ARTICLE 5      Beneficiary..................................................................................        8
     5.1       Beneficiary..................................................................................        8
     5.2       Beneficiary Designation; Change; Spousal Consent.............................................        8
     5.3       Acknowledgment...............................................................................        9
     5.4       No Beneficiary Designation...................................................................        9
     5.5       Doubt as to Beneficiary......................................................................        9
     5.6       Discharge of Obligations.....................................................................        9

ARTICLE 6      Termination, Amendment or Modification of the Plan...........................................        9
     6.1       Termination, Amendment or Modification Prior to One Year Before Change in Control............        9
     6.2       Termination, Amendment or Modification Within One Year Before Change of Control or
               Following Change in Control..................................................................       10
     6.3       Termination of Plan Agreement................................................................       10

ARTICLE 7      Other Benefits and Agreements................................................................       10
     7.1       Coordination with Other Benefits.............................................................       10

ARTICLE 8      Trust........................................................................................       10
     8.1       Establishment of the Trust; Premiums.........................................................       10
     8.2       Interrelationship of the Plan and the Trust..................................................       11
</TABLE>

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

<TABLE>
<S>                                                                                                                <C>
     8.3       Accounts.....................................................................................       11

ARTICLE 9      Insurance Policies...........................................................................       12
     9.1       Policies.....................................................................................       12
     9.2       Documents Required by Insurer................................................................       12

ARTICLE 10     Administration...............................................................................       12
     10.1      Committee Duties.............................................................................       12
     10.2      Agents.......................................................................................       13
     10.3      Binding Effect of Decisions..................................................................       13
     10.4      Indemnity of Committee.......................................................................       13
     10.5      Employer Information.........................................................................       13

ARTICLE 11     Claims Procedures............................................................................       13
     11.1      Presentation of Claim........................................................................       13
     11.2      Notification of Decision.....................................................................       14
     11.3      Review of a Denied Claim.....................................................................       14
     11.4      Decision on Review...........................................................................       14
     11.5      Legal Action.................................................................................       15

ARTICLE 12     Miscellaneous................................................................................       15
     12.1      Unsecured General Creditor...................................................................       15
     12.2      Employer's Liability.........................................................................       15
     12.3      Nonassignability.............................................................................       15
     12.4      Not a Contract of Employment.................................................................       16
     12.5      Furnishing Information.......................................................................       16
     12.6      Terms........................................................................................       16
     12.7      Captions.....................................................................................       16
     12.8      Governing Law................................................................................       16
     12.9      Validity.....................................................................................       16
     12.10     Notice.......................................................................................       16
     12.11     Successors...................................................................................       17
     12.12     Spouse's Interest............................................................................       17
     12.13     Incompetent..................................................................................       17
     12.14     Distribution in the Event of Taxation........................................................       17
</TABLE>

                                       ii

<PAGE>

Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                           WESTERN DIGITAL CORPORATION

                              EXECUTIVE BONUS PLAN

                AS AMENDED AND RESTATED EFFECTIVE MARCH 28, 2003

                                     PURPOSE

                  The purpose of this Plan is to provide specified benefits to a
select group of management and highly compensated employees who may contribute
materially to the continued growth, development and future business success of
Western Digital Corporation, a Delaware corporation, and its subsidiaries. The
Plan is intended to constitute a bonus arrangement and fall outside the scope
and jurisdiction of the Employee Retirement Income Security Act of 1974.

                                    ARTICLE 1

                                   DEFINITIONS

                  For purposes hereof, unless otherwise clearly apparent from
the context, the following phrases or term shall have the following indicated
meaning:

1.1               "Administrative Account" shall mean an account established in
                  accordance with Section 8.3(a)(ii) below.

1.2               "Beneficiary" shall mean one or more persons, trusts, estates
                  or other entities, designated in accordance with Article 5
                  below, that are entitled to receive benefits under this Plan
                  upon the death of a Participant.

1.3               "Beneficiary Designation Form" shall mean the form established
                  from time to time by the Committee that a Participant
                  completes, signs and returns to the Committee to designate one
                  or more Beneficiaries.

1.4               "Board" shall mean the Board of Directors of the Company.

1.5               "Change of Control" means and shall be deemed to occur if any
                  of the following events occur:

                  (a)      Any person (other than other than the Company or any
                           subsidiary thereof or any employee benefit plan of
                           the Company or any subsidiary thereof, or any
                           underwriter in connection with a firm commitment
                           public offering of the Company's common stock), alone
                           or together with its affiliates and

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                           associates, including any group of persons which is
                           deemed a "person" under Section 13(d) (3) of the
                           Exchange Act, becomes the beneficial owner (as such
                           term is defined in Rule 13d-3 of the Exchange Act,
                           except that a person shall also be deemed the
                           beneficial owner of all securities which such person
                           may have a right to acquire, whether or not such
                           right is presently exercisable), directly or
                           indirectly, of thirty-three and one-third percent or
                           more of:

                           (i)      the then-outstanding shares of the Company's
                                    common stock or

                           (ii)     securities representing thirty-three and
                                    one-third percent or more of the combined
                                    voting power of the Company's then
                                    outstanding voting securities;

                  (b)      A change, during any period of two consecutive years,
                           of a majority of the Board of the Company as
                           constituted as of the beginning of such period,
                           unless the election, or nomination for election by
                           the Company's stockholders, of each director who was
                           not a director at the beginning of such period was
                           approved by vote of at least two-thirds of the
                           Incumbent Directors then in office (for purposes
                           hereof, "Incumbent Directors" shall consist of the
                           directors holding office as of the effective date of
                           this Plan and any person becoming a director
                           subsequent to such date whose election, or nomination
                           for election by the Company's stockholders, is
                           approved by a vote of at least a majority of the
                           Incumbent Directors then in office);

                  (c)      Consummation of any merger, consolidation,
                           reorganization or other extraordinary transactions
                           (or series of related transactions) involving the
                           Company which results in the stockholders of the
                           Company having power to vote in the ordinary election
                           of directors immediately prior to such transaction
                           (or series of related transactions) failing to
                           beneficially own at least a majority of the
                           securities of the Company having the power to vote in
                           the ordinary election of directors which are
                           outstanding after giving effect to such transaction
                           (or series of related transactions);

                  (d)      The stockholders of the Company approve a plan of
                           complete liquidation of the Company or the sale of
                           substantially all of the assets of the Company;

                  (e)      Substantially all of the assets of the Company are
                           sold or otherwise transferred to parties that are not
                           within a "controlled group of

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                           corporations" (as defined in Section 1563 of the
                           Code) in which the Company is a member;

                  (f)      The Company or any other Employer voluntarily files a
                           petition for bankruptcy under federal bankruptcy law,
                           or an involuntary bankruptcy petition is filed
                           against any Employer under federal bankruptcy law,
                           which involuntary petition is not dismissed within
                           120 days of the filing;

                  (g)      The Company or any other Employer makes a general
                           assignment for the benefit of creditors; or

                  (h)      The Company or any other Employer seeks or consents
                           to the appointment of a trustee, receiver, liquidator
                           or similar person.

                           With respect to Sections 1.5(f), (g) and (h) above,
                           if the event described occurs only with respect to
                           one or more Employers (other than the Company) and
                           not to the Company, such event shall be a "Change in
                           Control" only with respect to the Participants of
                           that Employer or those Employers.

1.6               "Change in Control Benefit" shall mean the benefit set forth
                  in Section 4.1 below.

1.7               "Claimant" shall have the meaning set forth in Section 11.1
                  below.

1.8               "Code" shall mean the Internal Revenue Code of 1986, as
                  amended from time to time.

1.9               "Committee" shall mean the administrative committee appointed
                  to manage and administer the Plan in accordance with the
                  provisions of Article 10 below.

1.10              "Company" shall mean Western Digital Corporation, a Delaware
                  corporation.

1.11              "Disability" shall mean a period of disability during which a
                  Participant qualifies for benefits under the Participant's
                  Employer's long-term disability plan (if the Participant
                  participates in such a plan), or, if a Participant does not
                  participate in such a plan, a period of disability during
                  which the Participant would have qualified for benefits under
                  the Employer's long-term disability plan had the Participant
                  been a participant in such a plan (determined in the sole
                  discretion of the Committee), or, if there is no such plan, as
                  determined in the sole discretion of the Committee.

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

1.12              "Employer" shall mean the Company and/or any of its
                  subsidiaries that have been selected by the Board to
                  participate in the Plan.

1.13              "Employer Benefit" shall mean the benefit set forth in Section
                  4.2 below.

1.14              "Forfeiture" shall mean a forfeiture of a Participant's rights
                  to benefits under this Plan as set forth in Section 3.2 below.

1.15              "Insurer" shall mean the insurance company or companies that
                  issue one or more Policies.

1.16              "Participant" shall mean any employee of an Employer

                  (a)      who is selected to participate in the Plan,

                  (b)      who elects to participate in the Plan,

                  (c)      who signs a Plan Agreement and a Beneficiary
                           Designation Form,

                  (d)      whose signed Plan Agreement and Beneficiary
                           Designation Form are accepted by the Committee, and

                  (e)      whose Plan Agreement has not terminated.

1.17              "Participant's Account" shall mean an account established in
                  accordance with Section 8.3(a)(i) below.

1.18              "Plan" shall mean the Western Digital Executive Bonus Plan,
                  which is defined by this instrument and by each Plan
                  Agreement, all as may be amended from time to time.

1.19              "Plan Agreement" shall mean a written agreement, as may be
                  amended from time to time, which is entered into by and
                  between an Employer and a Participant. Each Plan Agreement
                  executed by a Participant shall provide for the entire benefit
                  to which such Participant is entitled to under the Plan, and
                  the Plan Agreement bearing the latest date of acceptance by
                  the Committee shall govern such entitlement.

1.20              "Plan Year" shall, for the first Plan Year, begin on May 16,
                  1994, and end on December 31, 1994. For each Plan Year
                  thereafter, the Plan Year shall begin on January 1 of each
                  year and continue through December 31 of that year.

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

1.21              "Policy" or "Policies" shall mean the policy or policies
                  issued in the name of the Trustee in accordance with the terms
                  and conditions of this Plan and each respective Plan
                  Agreement.

1.22              "Reserve Account" shall mean an account established in
                  accordance with Section 8.3(a)(iii) below.

1.23              "Retirement," "Retires" or "Retired" shall mean a Participant
                  ceasing to be employed by all Employers for any reason other
                  than a leave of absence, death, or Disability on or after a
                  Participant attains the age of fifty-five (55).

1.24              "Termination of Employment" shall mean the ceasing of
                  employment with all Employers, voluntarily or involuntarily,
                  for any reason other than Retirement, Disability, death or an
                  authorized leave of absence.

1.25              "Trust" shall mean the trust established pursuant to that
                  certain Trust Agreement, dated as of May 16, 1994, between the
                  Company and the Trustee, as may be amended from time to time.

1.26              "Trustee" shall mean the trustee named in the Trust and any
                  successor trustee.

1.27              "Vesting Date" shall mean the date upon which a Participant
                  becomes 100% vested in his or her Change in Control Benefit in
                  accordance with Section 3.1 below.

1.28              "Western DCP" shall mean the Western Digital Corporation
                  Deferred Compensation Plan as in effect from time to time.

                                    ARTICLE 2
                      SELECTION, ENROLLMENT AND ELIGIBILITY

2.1               Selection by Committee. Participation in the Plan shall be
                  limited to a select group of management and highly compensated
                  employees of the Employers. From that group, the Committee
                  shall select, in its sole discretion, employees to participate
                  in the Plan.

2.2               Enrollment Requirements. As a condition to participation, each
                  selected employee shall complete, execute and return to the
                  Committee a Plan Agreement and a Beneficiary Designation Form.
                  In addition, the Committee, in its sole

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  discretion, shall establish from time to time such other
                  enrollment requirements as it determines are necessary.

2.3               Eligibility; Commencement of Participation. Provided an
                  employee selected to participate in the Plan has met all
                  enrollment requirements set forth in this Plan and required by
                  the Committee, that employee shall commence participation in
                  the Plan on the date specified by the Committee. If a selected
                  employee fails to meet all such requirements prior to that
                  date, that employee shall not be eligible to participate in
                  the Plan until the completion of those requirements.

                                    ARTICLE 3
                            VESTING; ACCOUNT BALANCE

3.1               Vesting in Change in Control Benefit. Subject to Section 3.2
                  below:

                  (a)      General Rule. If a Participant has not Retired, died,
                           suffered a Disability, experienced a Termination of
                           Employment, or received a complete withdrawal from
                           the Western DCP that permanently ends his
                           participation in such plan prior to 90 days prior to
                           a Change in Control, the Participant shall become
                           100% vested in his or her Change in Control Benefit
                           on January 1 of the Plan Year following the Change in
                           Control (the "Vesting Date").

                  (b)      Early Vesting. If at any time on or after 90 days
                           prior to a Change in Control and prior to the Vesting
                           Date a Participant Retires, dies, suffers a
                           Disability or experiences an involuntary termination
                           of employment with all Employers, the Participant (or
                           the Participant's Beneficiary in the event of the
                           Participant's death) shall become 100% vested in his
                           or her Change in Control Benefit on the later of

                           (i)      the date of the Change in Control or

                           (ii)     the date of such Retirement, death,
                                    Disability or involuntary termination of
                                    employment, and such date (rather than
                                    January 1 of the following Plan Year) shall
                                    be considered the "Vesting Date" for
                                    purposes of this Plan.

3.2               Forfeiture. Notwithstanding Section 3.1 above, a Participant
                  shall forfeit rights to benefits under this Plan in accordance
                  with this Section 3.2.

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  (a)      A Participant shall forfeit any right to benefits
                           under this Plan if he or she:

                           (i)      Retires, dies, suffers a Disability,
                                    experiences a Termination of Employment or
                                    receives a complete withdrawal from the
                                    Western DCP that permanently ends his or her
                                    participation in such plan prior to 90 days
                                    prior to a Change in Control; or

                           (ii)     Voluntarily terminates his or her employment
                                    (other than by Retirement or Disability)
                                    with all of his or her Employers or
                                    withdraws all of his or her interest in the
                                    Western DCP thereby ending his or her
                                    participation in such plan at any time on or
                                    after the date of the Change in Control and
                                    prior to January 1 of the Plan Year
                                    following a Change in Control.

                  (b)      A Participant receiving a Short-Term Payout (as
                           defined in the Western DCP) or other partial
                           distribution from the Western DCP before his or her
                           Vesting Date described in Section 3.1(a) hereof shall
                           forfeit a portion of his or her Change in Control
                           Benefit which bears the same proportion to all of
                           such benefit as the partial distribution bears to his
                           or her total interest in the Western DCP.

3.3               Account Balance. Within 45 days of the end of each Plan Year,
                  each Participant shall receive a statement setting forth the
                  balance of his or her Participant's account as of the end of
                  that Plan Year.

                                    ARTICLE 4
                                    BENEFITS

4.1               Change in Control Benefit.

                  (a)      Eligibility. On the Vesting Date, the Participant or
                           the Participant's Beneficiary, as the case may be,
                           shall become entitled to the "Change in Control
                           Benefit" described in Section 4.1(b).

                  (b)      Benefit and Payment. The "Change in Control Benefit"
                           shall be a dollar amount that is equal to the fair
                           market value of the assets allocated to and held in
                           the Participant's Account as of the Vesting Date.
                           This benefit shall be paid to the Participant, or his
                           or her Beneficiary, within 90 days of the Vesting
                           Date.

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

4.2               Employer Benefit.

                  (a)      Eligibility. The Participant's Employer shall be
                           entitled to the Employer Benefit if and to the extent
                           a Participant forfeits his or her Change in Control
                           Benefit under Section 3.2 hereof.

                  (b)      Benefit and Payment. The "Employer Benefit" shall be
                           a distribution of the forfeited assets allocated to
                           and held in the Participant's Account as of the date
                           of the event described in Section 3.2 above after
                           taking into account any distributions made or to be
                           made in accordance with Section 4.1 above, plus any
                           earnings allocated to that account from that date to
                           the date of payment of the Employer Benefit and (ii)
                           a distribution of any amount allocated to the Reserve
                           Account in accordance with Section 8.3(a)(iii) below.
                           This benefit shall be paid to the Participant's
                           Employer within 120 days of January 1 of the Plan
                           Year following that event.

4.3               Withholding and Payroll Taxes. The Trustee shall withhold from
                  any and all benefit payments made under this Article 4, all
                  federal, state and local income, employment and other taxes
                  required to be withheld in connection with the payment of
                  benefits hereunder, in amounts to be determined in the sole
                  discretion of the Participant's Employer.

                                    ARTICLE 5
                                   BENEFICIARY

5.1               Beneficiary. Each Participant shall have the right, at any
                  time, to designate his or her Beneficiary (both primary as
                  well as contingent) to receive any benefits payable under the
                  Plan to a Beneficiary upon the death of a Participant.

5.2               Beneficiary Designation; Change; Spousal Consent. A
                  Participant shall designate his or her Beneficiary by
                  completing and signing the Beneficiary Designation Form, and
                  returning it to the Committee or its designated agent. A
                  Participant shall have the right to change a Beneficiary by
                  completing, signing and otherwise complying with the terms of
                  the Beneficiary Designation Form and the Committee's rules and
                  procedures, as in effect from time to time. If the Participant
                  names someone other than his or her spouse as a Beneficiary, a
                  spousal consent, in the form designated by the Committee, must
                  be signed by that Participant's spouse and returned to the
                  Committee. Upon the acceptance by the Committee of a new
                  Beneficiary Designation Form, all Beneficiary designations

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  previously filed shall be cancelled. The Committee shall be
                  entitled to rely on the last Beneficiary Designation Form
                  filed by the Participant and accepted by the Committee before
                  his or her death.

5.3               Acknowledgment. No designation or change in designation of a
                  Beneficiary shall be effective until received, accepted and
                  acknowledged in writing by the Committee or its designated
                  agent.

5.4               No Beneficiary Designation. If a Participant fails to
                  designate a Beneficiary as provided in Sections 5.1, 5.2 and
                  5.3 above or, if all designated Beneficiaries predecease the
                  Participant or die prior to complete distribution of the
                  Participant's benefits, then the Participant's designated
                  Beneficiary shall be deemed to be his or her surviving spouse.
                  If the Participant has no surviving spouse, the benefits
                  remaining under the Plan to be paid to a Beneficiary shall be
                  payable to the executor or personal representative of the
                  Participant's estate.

5.5               Doubt as to Beneficiary. If the Committee has any doubt as to
                  the proper Beneficiary to receive payments pursuant to this
                  Plan, the Committee shall have the right, exercisable in its
                  discretion, before a Change in Control, to cause the Trustee
                  to withhold such payments until this matter is resolved to the
                  Committee's satisfaction.

5.6               Discharge of Obligations. The payment of benefits under the
                  Plan to a Beneficiary shall fully and completely discharge all
                  Employers and the Committee from all further obligations under
                  this Plan with respect to the Participant, and the
                  Participant's Plan Agreement shall terminate upon such full
                  payment of benefits.

                                    ARTICLE 6
               TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN

6.1               Termination, Amendment or Modification Prior to One Year
                  Before Change in Control. Prior to one year before a Change in
                  Control, each Employer reserves the right to terminate, amend
                  or modify the Plan or any related Plan Agreement, in whole or
                  in part, with respect to Participants whose services are
                  retained by the Employer. Notwithstanding the foregoing, no
                  termination, amendment or modification shall be effective to
                  decrease or reduce a Participant's potential benefits under
                  this Plan below the balance in his or her Participant's
                  Account as of the effective date of the termination, amendment
                  or modification.

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

6.2               Termination, Amendment or Modification Within One Year Before
                  a Change of Control or Following a Change in Control. Within
                  one year before a Change in Control and thereafter, neither
                  the Company, any subsidiary of the Company nor any
                  corporation, trust or other person that succeeds to all or any
                  substantial portion of the assets of the Company shall have
                  the right to terminate, amend or modify the Plan and/or any
                  Plan Agreement in effect prior to such Change in Control, and
                  all benefits under the Plan and any such Plan Agreement shall
                  thereafter be paid in accordance with the terms of the Plan
                  and such Plan Agreement, as in effect immediately prior to
                  such Change in Control. If the Plan is terminated, amended, or
                  modified within one year before the Change in Control, such
                  termination, amendment or modification shall be considered
                  void as of the date of the termination, amendment or
                  modification. Any provision of this Plan or any Plan Agreement
                  to the contrary shall be construed in accordance with this
                  Section 6.2.

6.3               Termination of Plan Agreement. Absent the earlier termination,
                  modification or amendment of the Plan, or a Participant's
                  Forfeiture of his or her benefits under this Plan, the Plan
                  Agreement of any Participant shall terminate upon the full
                  payment of the applicable benefit provided under Article 4.

                                    ARTICLE 7
                          OTHER BENEFITS AND AGREEMENTS

7.1               Coordination with Other Benefits. The benefits provided for a
                  Participant and Participant's Beneficiary under the Plan are
                  in addition to any other benefits available to such
                  Participant under any other plan or program for employees. The
                  Plan shall supplement and shall not supersede, modify or amend
                  any other such plan or program except as may otherwise be
                  expressly provided.

                                    ARTICLE 8
                                      TRUST

8.1               Establishment of the Trust; Premiums. The Employers shall
                  establish the Trust and shall at least annually transfer over
                  to the Trust such assets as the Committee determines, prior to
                  a Change in Control, or the Trustee determines, after a Change
                  in Control, are necessary to provide for the Employers' future
                  liabilities created with respect to the benefits provided
                  under the Plan and the Plan Agreements, including, without
                  limitation, the payment of insurance premiums in amounts
                  sufficient to acquire and maintain all Policies held by the
                  Trustee. At the

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  direction of the Committee, prior to a Change in Control, or
                  the Trustee, after a Change in Control, the Employers shall
                  pay any and all Policy premiums and other costs directly to
                  the Insurer. In addition, if the Trust incurs any tax
                  liability, the Employers shall contribute to the Trust
                  sufficient funds to allow the Trustee to pay any such tax
                  liability.

8.2               Interrelationship of the Plan and the Trust. The provisions of
                  the Plan and each Plan Agreement shall govern the rights of a
                  Participant to receive distributions pursuant to the Plan. The
                  provisions of the Trust shall govern the rights of the
                  Trustee, Participant and a Participant's Beneficiary as to the
                  assets of the Trust. The Employers shall at all times remain
                  liable to carry out their obligations under the Plan. The
                  Employers and the Trustee shall cooperate with each other as
                  is necessary to minimize the Trust's tax liability.

8.3               Accounts.

                  (a)      The Trustee shall establish and maintain the
                           following separate accounts:

                           (i)      A "Participant's Account" for each
                                    Participant to which the Employers'
                                    contributions, or a portion thereof, and
                                    earnings thereon shall be allocated to and
                                    held, the assets of which are to be used to
                                    pay the Change in Control Benefit or the
                                    Employer Benefit in accordance with this
                                    Plan and the Trust; and

                           (ii)     An "Administrative Account" for the
                                    administrative expenses of the Trust to
                                    which a portion of the Employers'
                                    contributions and earnings thereon may be
                                    allocated to and held, the assets of which
                                    are to be used to pay the administrative
                                    expenses, including all taxes, of the Trust
                                    in accordance with the terms and provisions
                                    of this Plan and the Trust; and

                           (iii)    A "Reserve Account" to which shall be
                                    allocated all gains described in this
                                    subsection. In the event of the death of a
                                    Participant or a former Participant whose
                                    life is insured by a Policy, the excess of
                                    (a) the life insurance proceeds received
                                    from such Policy over (b) the cash value of
                                    such Policy as of the date immediately
                                    preceding the Participant's death shall
                                    constitute a gain allocable to the Reserve
                                    Account. Any such gain allocated to the
                                    Reserve Account shall be distributed as an
                                    Employer Benefit pursuant to Section 4.2(b).

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Executive Bonus Plan
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Master Plan Document

                  (b)      Prior to a Change in Control, the Committee shall
                           direct the Trustee in writing as to:

                           (i)      the allocation of the Employers'
                                    contributions to the accounts described in
                                    Section 8.3(a) above, and

                           (ii)     the amounts of the earnings on the
                                    Employers' contributions held in the
                                    accounts described in Section 8.3(a) above.
                                    After a Change in Control, the Trustee shall
                                    make such allocations in accordance with the
                                    terms of the Plan and the Trust.
                                    Notwithstanding the foregoing, and except
                                    for a payment of benefits in accordance with
                                    Article 4 or a Forfeiture of benefits, a
                                    Participant's Account balance shall not be
                                    reduced.

                  (c)      Each of the accounts described in Section 8.3(a)
                           above shall qualify for and be treated as separate
                           shares under Code Section 663(c).

                                    ARTICLE 9
                               INSURANCE POLICIES

9.1               Policies. The Committee may direct the Trustee in writing to
                  acquire one or more Policies in the Trustee's name. The
                  Trustee shall be the sole and absolute owner and beneficiary
                  of each Policy, with all rights of an owner and beneficiary,
                  including without limitation, the right to surrender Policies
                  for their cash surrender values and to take one or more loans
                  against one or more Policies. Notwithstanding the foregoing,
                  the Trustee shall exercise its ownership rights in each Policy
                  only in accordance with the terms of this Plan, the respective
                  Plan Agreements and the Trust.

9.2               Documents Required by Insurer. The Trustee, the Participant's
                  Employer and the Participant shall sign such documents and
                  provide such information as may be required from time to time
                  by the Insurer.

                                   ARTICLE 10
                                 ADMINISTRATION

10.1              Committee Duties. This Plan shall be administered by a
                  Committee which shall consist of persons approved by the
                  Board. Members of the Committee may be Participants under this
                  Plan. The Committee shall also have the discretion and

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Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  authority to make, mend, interpret, and enforce all
                  appropriate rules and regulations for the administration of
                  this Plan and decide or resolve any and all questions
                  including interpretations of this Plan, as may arise in
                  connection with the Plan.

10.2              Agents. In the administration of this Plan, the Committee may,
                  from time to time, employ agents and delegate to them such
                  administrative duties as it sees fit and may from time to time
                  consult with counsel who may be counsel to any Employer.

10.3              Binding Effect of Decisions. The decision or action of the
                  Committee with respect to any question arising out of or in
                  connection with the administration, interpretation and
                  application of the Plan and the rules and regulations
                  promulgated hereunder shall be final and conclusive and
                  binding upon all persons having any interest in the Plan.

10.4              Indemnity of Committee. All Employers shall indemnify and hold
                  harmless the members of the Committee against any and all
                  claims, losses, damages, expenses or liabilities arising from
                  any action or failure to act with respect to this Plan, except
                  in the case of willful misconduct by the Committee or any of
                  its members.

10.5              Employer Information. To enable the Committee to perform its
                  functions, each Employer shall supply full and timely
                  information to the Committee on all matters relating to the
                  compensation of its Participants, the date and circumstances
                  of the Retirement, Disability, death or Termination of
                  Employment of its Participants, and such other pertinent
                  information as the Committee may reasonably require.

                                   ARTICLE 11
                                CLAIMS PROCEDURES

11.1              Presentation of Claim. Any Participant or Beneficiary of a
                  deceased Participant (such Participant or Beneficiary being
                  referred to below as a "Claimant") may deliver to the
                  Committee a written claim for a determination with respect to
                  the amounts distributable to such Claimant from the Plan. If
                  such a claim relates to the contents of a notice received by
                  the Claimant, the claim must be made within 60 days after such
                  notice was received by the Claimant. All other claims must be
                  made within 180 days of the date on which the event that
                  caused the claim to arise occurred. The claim must state with
                  particularity the determination desired by the Claimant.

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Executive Bonus Plan
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Master Plan Document

11.2              Notification of Decision. The Committee shall consider a
                  Claimant's claim within 60 days of receipt of that claim, and
                  shall notify the Claimant in writing:

                  (a)      that the Claimant's requested determination has been
                           made, and that the claim has been allowed in full; or

                  (b)      that the Committee has reached a conclusion contrary,
                           in whole or in part, to the Claimant's requested
                           determination, and such notice must set forth in a
                           manner calculated to be understood by the Claimant:

                           (i)      the specific reason(s) for the denial of the
                                    claim, or any part of it;

                           (ii)     the specific reference(s) to pertinent
                                    provisions of the Plan upon which such
                                    denial was based;

                           (iii)    a description of any additional material or
                                    information necessary for the Claimant to
                                    perfect the claim, and an explanation of why
                                    such material or information is necessary;
                                    and

                           (iv)     an explanation of the claim review procedure
                                    set forth in Section 11.3 below.

11.3              Review of a Denied Claim. Within 60 days after receiving a
                  notice from the Committee that a claim has been denied, in
                  whole or in part, a Claimant (or the Claimant's duly
                  authorized representative) may file with the Committee a
                  written request for a review of the denial of the claim.
                  Thereafter, but not later than 30 days after the review
                  procedure began, the Claimant (or the Claimant's duly
                  authorized representative):

                  (a)      may review pertinent documents;

                  (b)      may submit written comments or other documents;
                           and/or

                  (c)      may request a hearing, which the Committee, in its
                           sole discretion, may grant.

11.4              Decision on Review. The Committee shall render its decision on
                  review promptly, and not later than 60 days after the filing
                  of a written request for review of the denial, unless a
                  hearing is held or other special circumstances require
                  additional time, in which case the Committee's decision must
                  be rendered within

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Executive Bonus Plan
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Master Plan Document

                  120 days after such date. Such decision must be written in a
                  manner calculated to be understood by the Claimant, and it
                  must contain:

                  (a)      specific reasons for the decision;

                  (b)      specific reference(s) to the pertinent Plan
                           provisions upon which the decision was based; and

                  (c)      such other matters as the Committee deems relevant.

11.5              Legal Action. A Claimant's compliance with the foregoing
                  provisions of this Article 11 is a mandatory prerequisite to a
                  Claimant's right to commence any legal action with respect to
                  any claim for benefits under this Plan.

                                   ARTICLE 12
                                  MISCELLANEOUS

12.1              Unsecured General Creditor. Participants and their
                  Beneficiaries, heirs, successors and assigns shall have no
                  legal or equitable rights, interest or claims in any property
                  or assets of an Employer. Any and all of an Employer's assets
                  shall be, and remain, the general, unpledged and unrestricted
                  assets of the Employer. An Employer's obligation under the
                  Plan shall be merely that of an unfunded and unsecured promise
                  to pay money in the future.

12.2              Employer's Liability. An Employer's liability for the payment
                  of benefits shall be defined only by the Plan and the Plan
                  Agreement, as entered into between the Employer and a
                  Participant. An Employer shall have no obligation to a
                  Participant under the Plan except as expressly provided in the
                  Plan and his or her Plan Agreement.

12.3              Nonassignability. Neither a Participant nor any other person
                  shall have any right to commute, sell, assign, transfer,
                  pledge, anticipate, mortgage or otherwise encumber, transfer,
                  hypothecate or convey in advance of actual receipt, the
                  amounts, if any, payable hereunder, or any part thereof, which
                  are, and all rights to which are expressly declared to be
                  unassignable and non-transferable, except that the foregoing
                  shall not apply to any family support obligations set forth in
                  a court order. No part of the amounts payable shall, prior to
                  actual payment, be subject to seizure or sequestration for the
                  payment of any debts, judgments, alimony or separate
                  maintenance owed by a Participant or any other person, nor

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Executive Bonus Plan
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Master Plan Document

                  be transferable by operation of law in the event of a
                  Participant's or any other person's bankruptcy or insolvency.

12.4              Not a Contract of Employment. The terms and condition of this
                  Plan shall not be deemed to constitute a contract of
                  employment between any Employer and the Participant. Such
                  employment is hereby acknowledged to be an "at will"
                  employment relationship that can be terminated at any time for
                  any reason, with or without cause, unless expressly provided
                  in a written employment agreement. Nothing in this Plan shall
                  be deemed to give a Participant the right to be employed in
                  the service of any Employer, or to interfere with the right of
                  any Employer to discipline or discharge the Participant at any
                  time.

12.5              Furnishing Information. A Participant will cooperate with the
                  Committee by furnishing any and all information requested by
                  the Committee and take such other actions as may be requested
                  in order to facilitate the administration of the Plan and the
                  payments of benefits hereunder, including but not limited to
                  taking such physical examinations as the Committee may deem
                  necessary.

12.6              Terms. Whenever any words are used herein in the singular or
                  in the plural, they shall be construed as though they were
                  used in the plural or the singular, as the case may be, in all
                  cases where they would so apply.

12.7              Captions. The captions of the articles, sections and
                  paragraphs of this Plan are for convenience only and shall not
                  control or affect the meaning or construction of any of its
                  provisions.

12.8              Governing Law. The provisions of this Plan shall be construed
                  and interpreted according to the laws of the State of
                  California.

12.9              Validity. In case any provision of this Plan shall be illegal
                  or invalid for any reason, said illegality or invalidity shall
                  not affect the remaining parts hereof, but this Plan shall be
                  construed and enforced as if such illegal and invalid
                  provision had never been inserted herein.

12.10             Notice. Any notice or filing required or permitted to be given
                  to the Committee under this Plan shall be sufficient if in
                  writing and hand-delivered, or sent by registered or certified
                  mail, to the address below:

                                    Deferred Compensation Plan Committee
                                    Western Digital Corporation
                                    20511 Lake Forest Drive
                                    Lake Forest, CA 92630

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Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  Such notice shall be deemed given as of the date of delivery
                  or, if delivery is made by mail, as of the date shown on the
                  postmark on the receipt for registration or certification.

                  Any notice or filing required or permitted to be given to a
                  Participant under this Plan shall be sufficient if in writing
                  and hand-delivered, or sent by mail, to the last known address
                  of the Participant.

12.11             Successors. The provisions of this Plan shall bind and inure
                  to the benefit of the Participant's Employer and its
                  successors and assigns and the Participant, the Participant's
                  Beneficiaries, and their permitted successors and assigns.

12.12             Spouse's Interest. The interest in the benefits hereunder of a
                  spouse of a Participant who has predeceased the Participant
                  shall automatically pass to the Participant and shall not be
                  transferable by such spouse in any manner, including but not
                  limited to such spouse's will, nor shall such interest pass
                  under the laws of intestate succession.

12.13             Incompetent. If the Committee determines in its discretion
                  that a benefit under this Plan is to be paid to a minor, a
                  person declared incompetent or to a person incapable of
                  handling the disposition of that person's property, the
                  Committee may direct payment of such benefit to the guardian,
                  legal representative or person having the care and custody of
                  such minor, incompetent or incapable person. The Committee may
                  require proof of minority, incompetency, incapacity or
                  guardianship, as it may deem appropriate prior to distribution
                  of the benefit. Any payment of a benefit shall be a payment
                  for the account of the Participant and the Participant's
                  Beneficiary, as the case may be, and shall be a complete
                  discharge of any liability under the Plan for such payment
                  amount.

12.14             Distribution in the Event of Taxation. If, for any reason, all
                  or any portion of a Participant's benefit under this Plan
                  becomes taxable to the Participant prior to the Vesting Date,
                  a Participant may petition the Committee, if prior to a Change
                  in Control, or the Trustee, after a Change in Control, for a
                  distribution of assets sufficient to meet the Participant's
                  tax liability (including additions to tax, penalties and
                  interest). Upon the grant of such a petition, which grant
                  shall not be unreasonably withheld, the Trustee shall
                  distribute to the Participant from the Trust immediately
                  available funds in an amount equal to that Participant's
                  federal, state and local tax liability associated with such
                  taxation, which liability shall be

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Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  measured by using that Participant's then current highest
                  federal, state and local marginal tax rate, plus the rates or
                  amounts for the applicable additions to tax, penalties and
                  interest. If the petition is granted, the tax liability
                  distribution shall be made within 90 days of the date when the
                  Participant's petition is granted.

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Western Digital Corporation
Executive Bonus Plan
Amended and Restated Effective March 28, 2003
Master Plan Document

                  IN WITNESS WHEREOF the Company has signed this Plan document
as of March 28, 2003.

                                      WESTERN DIGITAL CORPORATION,
                                      a Delaware corporation

                                      By: /s/ Raymond M. Bukaty
                                          ---------------------

                                      Officer's Name: Raymond M. Bukaty

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</TEXT>
</DOCUMENT>
