WESTERN DIGITAL CORP
EXHIBIT 10.33.1
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<TYPE>EX-10.33.1
<SEQUENCE>10
<FILENAME>a75704ex10-33_1.txt
<DESCRIPTION>EXHIBIT 10.33.1
<TEXT>
<PAGE>   1

                                                                 EXHIBIT 10.33.1

                             FIRST AMENDMENT TO THE
                           WESTERN DIGITAL CORPORATION
                              AMENDED AND RESTATED
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


        This First Amendment (the "Amendment") to the Western Digital
Corporation Amended and Restated Stock Option Plan For Non-Employee Directors
(the "Plan") is made this 6th day of April, 2001 by Western Digital Corporation
(the "Company"), the sponsoring employer of the Plan.

        WHEREAS, the terms of the Plan are set forth in an amended and restated
version of the Plan document adopted May 25, 2000; and

        WHEREAS, Section 1.05 of the Plan authorizes the Company to amend the
Plan by action of its Board of Directors; and

        WHEREAS, contemporaneous with the execution hereof, the Company, Western
Digital Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of
the Company ("Holdings") and WD Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Holdings ("Merger Sub"), are entering into an
Agreement and Plan of Merger to Form Holding Company, dated April 6, 2001 (the
"Merger Agreement"), pursuant to which (i) Merger Sub will be merged into the
Company, (ii) all of the Company's outstanding capital stock will be converted
on a share for share basis into capital stock of Holdings, (iii) the
stockholders of the Company will become stockholders of Holdings, and (iv) the
Company will become a wholly-owned subsidiary of Holdings (the "Merger"); and

        WHEREAS, by virtue of the Merger, all of the Company's outstanding
capital stock will be converted, on a share for share basis, into capital stock
of Holdings, and as a result, each stockholder of the Company will become the
owner of an identical number of shares of capital stock of Holdings; and

        WHEREAS, in connection with the Merger, Holdings will change its name to
"Western Digital Corporation" and the Company will change its name to "Western
Digital Technologies, Inc."; and

        WHEREAS, the Company desires to assign sponsorship of the Plan, its
duties as Plan administrator, and all other Plan related rights and obligations
to Holdings, and Holdings is desirous of accepting such assignment.

        NOW, THEREFORE, the Plan is amended as follows:



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        1. The Company hereby assigns to Holdings, and Holdings hereby assumes
sponsorship of the Plan, appointment as Plan administrator, and all of the other
rights and obligations of the Company under the Plan.

        2. This Amendment shall be effective as of the consummation of the
Merger.

        3. Except as expressly provided herein above, the provisions of the Plan
shall continue in full force and effect as set forth herein.

        IN WITNESS WHEREOF, the Company and Holdings have each caused this First
Amendment to the Plan to be executed by its duly authorized officer on this 6th
day of April, 2001.

                                            WESTERN DIGITAL CORPORATION

                                            By:  /s/ MICHAEL CORNELIUS
                                            Name: Michael Cornelius
                                            Title:


                                            WESTERN DIGITAL HOLDINGS, INC.

                                            By:  /s/ MICHAEL CORNELIUS
                                            Name: Michael Cornelius
                                            Title:



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