WESTERN DIGITAL CORP
EXHIBIT 10.47
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<TYPE>EX-10.47
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<FILENAME>a67154ex10-47.txt
<DESCRIPTION>EXHIBIT 10.47
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                                                                   EXHIBIT 10.47


                                FISCAL YEAR 2001
                  WESTERN DIGITAL TEAM-BASED INCENTIVE PROGRAM

                                  PURPOSE
                                  ----------------------------------------------

                                  The purpose of this program is to focus
                                  participants on achieving key financial and
                                  strategic objectives at the corporate and
                                  business group levels that will lead to the
                                  creation of value for the Company's
                                  shareholders and provide participants the
                                  opportunity to earn significant awards,
                                  commensurate with performance.

                                  ELIGIBILITY
                                  ----------------------------------------------

                                  Program eligibility is for the Hard Drive
                                  Solutions group of Western Digital and the
                                  Corporate employees supporting them who are
                                  in, or who are hired into, salary grades 68
                                  and above (or equivalent).

                                  Eligibility may also be granted to employees
                                  who have an authorized written agreement that
                                  grants them eligibility.

                                  Employees of Western Digital and its domestic
                                  subsidiaries who are in salary grades 67 or
                                  below (or equivalent) are eligible for awards
                                  generated by a secondary bonus pool.

                                  DESCRIPTION OF THE PROGRAM
                                  ----------------------------------------------

                                  The 2001 Team-Based Incentive Program will pay
                                  as cash awards to participants for the
                                  achievement of predetermined performance
                                  goals. Each participant will be assigned a
                                  pool or target bonus percentage, which when
                                  multiplied by the participant's semi-annual
                                  base salary, will determine the pool or target
                                  bonus semi-annual payout.

                                  Predetermined performance goals were
                                  established and approved by the Compensation
                                  Committee of the Board of Directors.

                                  The actual performance achieved will determine
                                  the percentage used to calculate the award at
                                  the end of the program year. The size of the
                                  actual award can vary between 0% and 200% of
                                  the pool or target award.

                                  In addition, individual and pool awards may be
                                  adjusted upward or downward by the Chief
                                  Executive Officer from the amount generated by
                                  the formula. The Chief Executive Officer's
                                  award may be adjusted upward or downward by
                                  the Compensation Committee.


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                                 OPERATION OF THE PROGRAM
                                 ----------------------------------------------

Program Period:                  The two semi-annual periods July 1, 2000 to
                                 December 31, 2000 and January 1, 2001 to June
                                 30, 2001.

Award Opportunities:             The award for participants will be expressed as
                                 a percentage of salary, and determined
                                 according to salary grade. In general, the
                                 target for this program will be one-half of the
                                 annual Bonus target.

Performance Measures:            Performance will be measured at the corporate
                                 and business group levels. Performance measures
                                 that will be used in the 2001 Team-Based
                                 Incentive Program are as follows:

                                 o  EBITDA - Earnings Before Income-Taxes
                                    Depreciation and Amortization for the Hard
                                    Drive Solutions business group.

                                 o  Time to Market

                                 o  Time to Volume

                                 o  Time to Quality

Goals and Weighting:             Each team will have goals at the corporate,
                                 business group and/or team level, and each goal
                                 will have an assigned weighting.

                                 The percentage of target bonus opportunity
                                 earned (before discretionary adjustments) will
                                 vary from the target bonus opportunity based on
                                 actual performance achieved relative to the
                                 performance goals.

                                 ADDITIONAL PROVISIONS
                                 -----------------------------------------------

Award Thresholds:                EBITDA must be at a minimum level for
                                 incentives to be paid under any aspect of the
                                 Program.

                                 In addition, each team may have a predetermined
                                 thresholds below which no incentives will be
                                 paid for that business group.

Total Award Cap:                 Total awards paid under this Program may not
                                 exceed a 200% of target payout as determined by
                                 the Compensation Committee. Any award
                                 reductions attributable to the preset
                                 percentage cap will be made by the Chief
                                 Executive Officer.

Award Adjustment:                Group award levels may be adjusted upward or
                                 downward by the Chief Executive Officer
                                 provided that total awards do not exceed the
                                 amounts generated by the 200% preset targeted
                                 payout.

                                 After application of the group performance,
                                 individual awards may be adjusted upward or
                                 downward based on the adjustment table below.
                                 Approval from the Chief Executive Officer is
                                 required. The Chief Executive Officer's award
                                 may be adjusted upward or downward by the
                                 Compensation Committee. The adjustments by
                                 salary grade level (or equivalent) are as
                                 follows:


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                                   Salary Grade        Upward       Downward
                                  (or equivalent)    Adjustment    Adjustment
                                  ---------------    ----------    ----------

                                  All Participants      +100%        -100%

                                 All awards under this program are
                                 discretionary. The amount of the award
                                 including adjustments is determined by Western
                                 Digital in its sole discretion. No employee has
                                 any contractual right to receive an award
                                 pursuant to this program due to his/her
                                 employment at Western Digital.

Extraordinary Events:            The Compensation Committee, in its discretion,
                                 may adjust the basis upon which performance is
                                 measured to reflect the effect of significant
                                 changes that include, but are not limited to,
                                 unbudgeted acquisitions/ divestitures, unusual
                                 or extraordinary accounting items, or
                                 significant, unplanned changes in the economic
                                 or regulatory environment.

Termination:                     Participants must be employed by the Company at
                                 the end of the semi-annual period to receive an
                                 award. If a participant terminates for reason
                                 of retirement, total and permanent disability,
                                 or death, the Compensation Committee has the
                                 discretion to pay prorated awards based upon
                                 the percentage of the period worked.

Partial Year Participation:      The Compensation Committee, in its discretion,
                                 may pay prorated awards to people hired or
                                 promoted into eligible positions. In general,
                                 awards will be prorated for participants who
                                 begin before employment more than 3 months into
                                 the period.

Deferred Payout:                 Before the end of the calendar year, the
                                 participant may elect to defer payout of all or
                                 part of the award in accordance with Western
                                 Digital's Deferred Compensation Plan. The
                                 deferred amount will be credited with a rate as
                                 specified in the Western Digital's Deferred
                                 Compensation Plan.

Payout of Award:                 Awards will be paid in cash as soon as possible
                                 following the end of the semi-annual period or
                                 according to the participant's deferral
                                 election.

Secondary Awards:                Cash awards may be given to employees who do
                                 not generate pool dollars (employees in salary
                                 grades 67 or below or equivalent) as long as
                                 the overall pool is not exceeded.


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