WESTERN DIGITAL CORP
EXHIBIT 10.10
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<TYPE>EX-10.10
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<FILENAME>a89926exv10w10.txt
<DESCRIPTION>EXHIBIT 10.10
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                                                                   EXHIBIT 10.10

WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

                              AMENDED AND RESTATED

                            EFFECTIVE MARCH 28, 2003

                               COPYRIGHT (C) 1997
                      BY COMPENSATION RESOURCE GROUP, INC.
                               ALL RIGHTS RESERVED

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

                                TABLE OF CONTENTS

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                                                                                                                PAGE
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Purpose.....................................................................................................      1

ARTICLE 1     Definitions...................................................................................      1

ARTICLE 2     Selection, Enrollment, Eligibility............................................................      8

     2.1      Selection by Committee........................................................................      8
     2.2      Enrollment Requirements.......................................................................      8
     2.3      Eligibility; Commencement of Participation....................................................      9
     2.4      Termination of Participation and/or Deferrals.................................................      9

ARTICLE 3     Deferral Commitments/Company Matching/Crediting Taxes.........................................     10

     3.1      Minimum Deferrals.............................................................................     10
     3.2      Maximum Deferral..............................................................................     10
     3.3      Election to Defer; Effect of Election Form....................................................     11
     3.4      Withholding of Annual Deferral Amounts........................................................     11
     3.5      Annual Company Contribution Amount............................................................     12
     3.6      Investment of Trust Assets....................................................................     12
     3.7      Vesting.......................................................................................     12
     3.8      Crediting/Debiting of Account Balances........................................................     13
     3.9      FICA and Other Taxes..........................................................................     15
     3.10     Distributions.................................................................................     16

ARTICLE 4     Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election...................     16

     4.1      Short-Term Payout.............................................................................     16
     4.2      Other Benefits Take Precedence Over Short-Term................................................     16
     4.3      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.........................     17
     4.4      Withdrawal Election...........................................................................     17

ARTICLE 5     Retirement Benefit............................................................................     18

     5.1      Retirement Benefit............................................................................     18
     5.2      Payment of Retirement Benefit.................................................................     18
     5.3      Death Prior to Completion of Retirement Benefit...............................................     18

ARTICLE 6     Pre-Retirement Survivor Benefit...............................................................     18
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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

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     6.1      Pre-Retirement Survivor Benefit...............................................................     18
     6.2      Payment of Pre-Retirement Survivor Benefit....................................................     18

ARTICLE 7     Termination Benefit...........................................................................     19

     7.1      Termination Benefit...........................................................................     19
     7.2      Payment of Termination Benefit................................................................     19

ARTICLE 8     Disability Waiver and Benefit.................................................................     19

     8.1      Disability Waiver.............................................................................     19
     8.2      Continued Eligibility; Disability Benefit.....................................................     20

ARTICLE 9     Beneficiary Designation.......................................................................     20

     9.1      Beneficiary...................................................................................     20
     9.2      Beneficiary Designation; Change; Spousal Consent..............................................     20
     9.3      Acknowledgement...............................................................................     21
     9.4      No Beneficiary Designation....................................................................     21
     9.5      Doubt as to Beneficiary.......................................................................     21
     9.6      Discharge of Obligations......................................................................     21

ARTICLE 10    Leave of Absence..............................................................................     21

     10.1     Paid Leave of Absence.........................................................................     21
     10.2     Unpaid Leave of Absence.......................................................................     21

ARTICLE 11    Termination, Amendment or Modification........................................................     22

     11.1     Termination...................................................................................     22
     11.2     Amendment.....................................................................................     22
     11.3     Plan Agreement................................................................................     23
     11.4     Effect of Payment.............................................................................     24

ARTICLE 12    Administration................................................................................     24

     12.1     Committee Duties..............................................................................     24
     12.2     Agents........................................................................................     24
     12.3     Binding Effect of Decisions...................................................................     24
     12.4     Indemnity of Committee........................................................................     24
     12.5     Employer Information..........................................................................     24

ARTICLE 13    Other Benefits and Agreements.................................................................     25

     13.1     Coordination with Other Benefits..............................................................     25
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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

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ARTICLE 14    Claims Procedures.............................................................................     25

     14.1     Presentation of Claim.........................................................................     25
     14.2     Notification of Decision......................................................................     25
     14.3     Review of a Denied Claim......................................................................     26
     14.4     Decision on Review............................................................................     26
     14.5     Legal Action..................................................................................     26

ARTICLE 15    Trust.........................................................................................     26

     15.1     Establishment of the Trust....................................................................     26
     15.2     Interrelationship of the Plan and the Trust...................................................     27
     15.3     Distributions From the Trust..................................................................     27

ARTICLE 16    Miscellaneous.................................................................................     27

     16.1     Status of Plan................................................................................     27
     16.2     Unsecured General Creditor....................................................................     27
     16.3     Employer's Liability..........................................................................     27
     16.4     Nonassignability..............................................................................     27
     16.5     Not a Contract of Employment..................................................................     28
     16.6     Furnishing Information........................................................................     28
     16.7     Terms.........................................................................................     28
     16.8     Captions......................................................................................     28
     16.9     Governing Law.................................................................................     28
     16.10        Notice....................................................................................     28
     16.11        Successors................................................................................     29
     16.12        Spouse's Interest.........................................................................     29
     16.13        Validity..................................................................................     29
     16.14        Incompetent...............................................................................     29
     16.15        Court Order...............................................................................     29
     16.16        Distribution in the Event of Taxation.....................................................     30
     16.17        Insurance.................................................................................     30
     16.18        Legal Fees To Enforce Rights After Change in Control......................................     30
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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

                           WESTERN DIGITAL CORPORATION

                           DEFERRED COMPENSATION PLAN

                              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 and Directors who
contribute materially to the continued growth, development and future business
success of Western Digital Corporation, a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA. The Plan was originally
adopted effective May 16, 1994, previously amended and restated effective each
of January 9, 1997, January 1, 1998, August 1, 2001, and July 1, 2002, and is
hereby amended and restated again effective March 28, 2003.

                                    ARTICLE 1
                                   DEFINITIONS

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance and (ii) the Company Contribution Account balance. The
         Account Balance, and each other specified account balance, shall be a
         bookkeeping entry only and shall be utilized solely as a device for the
         measurement and determination of the amounts to be paid to a
         Participant, or his or her designated Beneficiary, pursuant to this
         Plan.

1.2      "Annual Bonus" shall mean any compensation, in addition to Base Annual
         Salary relating to services performed during any calendar year, whether
         or not paid in such calendar year or included on the Federal Income Tax
         Form W-2 for such calendar year, payable to a Participant as an
         Employee under any incentive or bonus plan including without limitation
         the Management Incentive Compensation Plan, Profit Sharing Plan (Cash
         Element), Long-Term Incentive Plan, Variable Incentive Plan, Incentive
         Compensation Plan, Sales and Marketing Incentive Plan or the Executive
         Retention Plan. Notwithstanding the foregoing, Annual Bonus shall also
         include amounts otherwise payable during a calendar year under a
         Long-Term Retention Agreement.

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

1.3      "Annual Company Contribution Amount" shall mean, for any one Plan Year,
         the amount determined in accordance with Section 3.5.

1.4      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Annual Bonus and Directors Fees that a Participant
         elects to have, and is deferred, in accordance with Article 3, for any
         one Plan Year. In the event of a Participant's Retirement, Disability
         (if deferrals cease in accordance with Section 8.1), death or a
         Termination of Employment prior to the end of a Plan Year, such year's
         Annual Deferral Amount shall be the actual amount withheld prior to
         such event.

1.5      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: The vested Account Balance of the
         Participant shall be calculated as of the close of business on the last
         business day of the year. The annual installment shall be calculated by
         multiplying this balance by a fraction, the numerator of which is one,
         and the denominator of which is the remaining number of annual payments
         due the Participant. By way of example, if the Participant elects a 10
         year Annual Installment Method, the first payment shall be 1/10 of the
         vested Account Balance, calculated as described in this definition. The
         following year, the payment shall be 1/9 of the vested Account Balance,
         calculated as described in this definition. Each annual installment
         shall be paid on or as soon as practicable after the last business day
         of the applicable year.

1.6      "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, whether or not paid in
         such calendar year or included on the Federal Income Tax Form W-2 for
         such calendar year, excluding bonuses, commissions, overtime, fringe
         benefits, stock options, relocation expenses, incentive payments,
         non-monetary awards, directors fees and other fees, automobile and
         other allowances paid to a Participant for employment services rendered
         (whether or not such allowances are included in the Employee's gross
         income). Base Annual Salary shall be calculated before reduction for
         compensation voluntarily deferred or contributed by the Participant
         pursuant to all qualified or non-qualified plans of any Employer and
         shall be calculated to include amounts not otherwise included in the
         Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
         or 403(b) pursuant to plans established by any Employer; provided,
         however, that all such amounts will be included in compensation only to
         the extent that, had there been no such plan, the amount would have
         been payable in cash to the Employee.

1.7      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

1.8      "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.

1.9      "Board" shall mean the board of directors of the Company.

1.10     "Change in Control" shall mean the first to occur of any of the
         following events:

         (a)      Any person (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 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); or

         (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; or

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

         (e)      Substantially all of the assets of the Company are sold or
                  otherwise transferred to parties that are not within a
                  "controlled group of corporations" (as defined in Code Section
                  1563) in which the Company is a member.

1.11     "Claimant" shall have the meaning set forth in Section 14.1.

1.12     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.13     "Committee" shall mean the committee described in Article 12.

1.14     "Company" shall mean Western Digital Corporation, a Delaware
         corporation, and any successor to all or substantially all of the
         Company's assets or business.

1.15     "Company Common Stock" shall mean authorized and unissued shares or
         treasury shares of the Company's common stock.

1.16     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Annual Company Contribution Amounts, plus (ii) amounts
         credited in accordance with all the applicable crediting provisions of
         this Plan that relate to the Participant's Company Contribution
         Account, less (iii) all distributions made to the Participant or his or
         her Beneficiary pursuant to this Plan that relate to the Participant's
         Company Contribution Account.

1.17     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.8 below, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Employer during which the
         distribution is made will not be limited by Section 162(m), or if
         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

         Plan, the Deduction Limitation shall not apply to any distributions
         made after a Change in Control.

1.18     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus (ii) amounts credited in accordance with
         all the applicable crediting provisions of this Plan that relate to the
         Participant's Deferral Account, less (iii) all distributions made to
         the Participant or his or her Beneficiary pursuant to this Plan that
         relate to his or her Deferral Account.

1.19     "Director" shall mean any member of the board of directors of any
         Employer.

1.20     "Directors Fees" shall mean, with respect to a Plan Year, the annual
         fees paid by any Employer during the Plan Year, including retainer fees
         and meetings fees, as compensation for serving on the board of
         directors, and shall include Directors Fees (Stock Element), and after
         March 28, 2003, shall include Directors Fees (RSU). For purposes hereof
         Directors Fees (RSU) shall be deemed paid in the Plan Year in which
         such units vest.

1.21     "Directors Fees (RSU)" shall mean that portion of Directors Fees paid
         in cash upon the vesting of stock units granted to non-Employee
         Directors under the terms of the Directors Restricted Stock Unit Plan.

1.22     "Directors Fees (Stock Element)" shall mean that portion of Directors
         Fees paid in the form of shares of Company Common Stock and granted to
         non-Employee Directors on a mandatory or elective basis under the terms
         of the Stock-For-Fees Plan after January 8, 1997.

1.23     "Directors Restricted Stock Unit Plan" shall mean the Western Digital
         Non-Employee Directors Restricted Stock Unit Plan, originally adopted
         on March 28, 2003, as the same may be amended from time to time.

1.24     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or, if a
         Participant does not participate in such a plan, a period of disability
         during which the Participant would have qualified for permanent
         disability benefits under such a plan had the Participant been a
         participant in such a plan, as determined in the sole discretion of the
         Committee. If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan, Disability shall be determined
         by the Committee in its sole discretion.

1.25     "Disability Benefit" shall mean the benefit set forth in Article 8.

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

1.26     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.27     "Employee" shall mean a person who is an employee of any Employer.

1.28     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.29     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.30     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended.

1.31     "Executive Retention Plan" shall mean the Western Digital Executive
         Retention Plan, as the same may be amended from time to time.

1.32     "First Plan Year" shall mean the period beginning May 16, 1994 and
         ending December 31, 1994.

1.33     "Long-Term Incentive Plan" shall mean the Western Digital Corporation
         Long-Term Incentive Plan, as the same may be amended from time to time.

1.34     "Long-Term Retention Agreement " shall mean the one or more long-term
         retention agreements entered into between an Employee and the Company
         in or about December, 2002.

1.35     "Management Incentive Plan" shall mean the Western Digital Corporation
         Management Incentive Plan, as the same may be amended from time to
         time.

1.36     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.37     "Plan" shall mean the Western Digital Corporation Deferred Compensation
         Plan, originally adopted effective May 16, 1994, previously amended and
         restated in its entirety effective

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

         January 9, 1997, January 1, 1998, August 1, 2001, and July 1, 2002, and
         amended and restated in its entirety effective March 28, 2003, which
         shall be evidenced by this instrument and by each Plan Agreement, as
         they may be amended from time to time.

1.38     "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 and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.39     "Plan Year" shall, except for the First Plan Year, mean a period
         beginning on January 1 of each calendar year and continuing through
         December 31 of such calendar year.

1.40     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.41     "Profit Sharing Plan (Cash Element)" shall mean the portion of the
         Western Digital Corporation Profit Sharing Plan which, in accordance
         with its terms, pays benefits in cash.

1.42     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of absence, death or Disability, on or after the
         attainment of age fifty-five (55); and shall mean with respect to a
         Director who is not an Employee, severance of his or her directorships
         with all Employers on or after the later of (a) the attainment of age
         seventy (70), or (b) in the sole discretion of the Committee, an age
         later than age seventy (70). If a Participant is both an Employee and a
         Director, Retirement shall not occur until he or she Retires as both an
         Employee and a Director, which Retirement shall be deemed to be a
         Retirement as a Director; provided, however, that such a Participant
         may elect, at least three years prior to Retirement and in accordance
         with the policies and procedures established by the Committee, to
         Retire for purposes of this Plan at the time he or she Retires as an
         Employee, which Retirement shall be deemed to be a Retirement as an
         Employee. In this regard, a Participant shall be deemed to cease being
         employed by an Employer if and when the Employer employing such
         Participant ceases to be a majority owned subsidiary of the Company and
         the Board provides that such event shall be treated as a cessation of
         employment by all Employers.

1.43     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.44     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

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WESTERN DIGITAL CORPORATION
Deferred Compensation Plan
Master Plan Document

1.45     "Stock-For-Fees Plan" shall mean the Western Digital Corporation
         Non-Employee Directors Stock-For-Fees Plan, as the same may be amended
         from time to time.

1.46     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.47     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last position held; provided, however, that
         such a Participant may elect, at least three years before Termination
         of Employment and in accordance with the policies and procedures
         established by the Committee, to be treated for purposes of this Plan
         as having experienced a Termination of Employment at the time he or she
         ceases employment with an Employer as an Employee. In this regard, a
         Participant shall be deemed to cease being employed by an Employer if
         and when the Employer employing such Participant ceases to be a
         majority owned subsidiary of the Company and the Board provides that
         such event shall be treated as a cessation of employment by all
         Employers.

1.48     "Trust" shall mean one or more trusts established pursuant to that
         certain Master Trust Agreement, dated as of May 16, 1994 between the
         Company and the trustee named therein, as amended from time to time.

1.49     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees and
         Directors of the Employers, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, for the First
         Plan Year, each selected Employee or Director shall complete, execute
         and return to the Committee any time prior to May 16, 1994, a Plan
         Agreement, an Election Form and a Beneficiary Designation Form.
         Individuals initially selected to participate after May 16, 1994 may

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WESTERN DIGITAL CORPORATION
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Master Plan Document

         commence participation by completing, executing and returning to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within 30 days of selection. In addition, the
         Committee shall establish from time to time such other enrollment
         requirements as it determines in its sole discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on May 16, 1994, or, in the case of those
         selected for participation after that date, the May 1, or January 1
         immediately following the date in which the Employee or Director
         completes all enrollment requirements, provided that a Director who is
         elected or appointed other than at an annual stockholders meeting may
         commence participation on the date he or she joins the Board, subject
         to new elections for each succeeding Plan Year pursuant to Section 3.3.
         If an Employee or a Director fails to meet all such requirements within
         the period required, in accordance with Section 2.2, that Employee or
         Director shall not be eligible to participate in the Plan until the
         first day of the Plan Year following the delivery to and acceptance by
         the Committee of the required documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then vested Account Balance as
         a Termination Benefit and terminate the Participant's participation in
         the Plan.

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                                    ARTICLE 3

            DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION/CREDITING/TAXES

3.1      MINIMUM DEFERRALS.

         (A)      BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTORS FEES. For each
                  Plan Year, a Participant may elect to defer, as his or her
                  Annual Deferral Amount, Base Annual Salary, Annual Bonus
                  and/or Directors Fees in the following minimum amounts for
                  each deferral elected:

<TABLE>
<CAPTION>
    DEFERRAL                      MINIMUM AMOUNT
    --------                      --------------
<S>                               <C>
Base Annual Salary                    $2,000
Annual Bonus                          $2,000
Directors Fees                        $    0
</TABLE>

                  If an election is made for less than stated minimum amounts,
                  or if no election is made, the amount deferred shall be zero.
                  The Committee may, (a) in the case of an Annual Bonus,
                  prescribe that the portion, if any, attributable to amounts
                  otherwise payable under a Long-Term Retention Agreement, the
                  Long Term Incentive Plan or the Executive Retention Plan be
                  subject to a separate deferral election; and (b) in the case
                  of Directors Fees prescribe that the portion, if any,
                  attributable to amounts otherwise payable under the Directors
                  Restricted Stock Unit Plan be subject to a separate deferral
                  election, in each case, with respect to the Minimum Amount
                  that may be deferred and/or the timing of the deferral
                  election.

         (b)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the First Plan Year of the
                  Plan, the minimum Base Annual Salary deferral shall be an
                  amount equal to the minimum set forth above, multiplied by a
                  fraction, the numerator of which is the number of complete
                  months remaining in the Plan Year and the denominator of which
                  is 12.

3.2      MAXIMUM DEFERRAL.

         (a)      BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTORS FEES. For each
                  Plan Year, a Participant may elect to defer, as his or her
                  Annual Deferral Amount, Base Annual Salary, Annual Bonus
                  and/or Directors Fees up to the following maximum percentages
                  for each deferral elected:

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<TABLE>
<CAPTION>
       DEFERRAL                    MAXIMUM AMOUNT
       --------                    --------------
<S>                                <C>
Base Annual Salary                      100%
Annual Bonus                            100%
Directors Fees                          100%
</TABLE>

         (b)      Notwithstanding the foregoing, if a Participant first becomes
                  a Participant after the first day of a Plan Year, or in the
                  case of the First Plan Year, the maximum Annual Deferral
                  Amount, with respect to Base Annual Salary, Annual Bonus and
                  Directors Fees shall be limited to the amount of compensation
                  not yet earned by the Participant as of the date the
                  Participant submits a Plan Agreement, an Election Form and a
                  Beneficiary Designation Form to the Committee for acceptance.

3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable deferral election for that Plan Year, and such
                  other elections as the Committee deems necessary or desirable
                  under the Plan, shall be made by timely delivering to the
                  Committee, in accordance with its rules and procedures, before
                  the end of the Plan Year preceding the Plan Year for which the
                  election is made, a new Election Form; provided that any
                  deferral election in respect of Directors Fees for the 1997
                  Plan Year may be made on or before January 31, 1997, and, if
                  separate deferral terms are set by the Committee pursuant to
                  Section 3.1(a), elections with respect to amounts payable
                  under Long-Term Retention Agreements, the Long Term Incentive
                  Plan, the Executive Retention Plan or the Directors Restricted
                  Stock Unit Plan, as applicable, will be as prescribed by the
                  Committee. If no such Election Form is timely delivered for a
                  Plan Year, the Annual Deferral Amount shall be zero for that
                  Plan Year. Notwithstanding anything herein to the contrary, if
                  any grant under the Directors Restricted Stock Unit Plan
                  vests, pursuant to the terms of such plan, prior to four years
                  after the date of grant, any election and Election Form with
                  respect to such grant shall be disregarded.

3.4      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base
         Annual Salary portion of the Annual Deferral Amount shall be withheld
         from each regularly scheduled

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         Base Annual Salary payroll in equal amounts, as adjusted from time to
         time for increases and decreases in Base Annual Salary. The Annual
         Bonus and/or Directors Fees portion of the Annual Deferral Amount shall
         be withheld at the time the Annual Bonus or Directors Fees are or
         otherwise would be paid to the Participant, whether or not this occurs
         during the Plan Year itself.

3.5      ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, the Board, in
         its sole discretion, may, but is not required to, credit any amount it
         desires to any Participant's Company Contribution Account under this
         Plan, which amount shall be for that Participant the Annual Company
         Contribution Amount for that Plan Year. The amount so credited to a
         Participant may be smaller or larger than the amount credited to any
         other Participant, and the amount credited to any Participant for a
         Plan Year may be zero, even though one or more other Participants
         receive an Annual Company Contribution Amount for that Plan Year. The
         Annual Company Contribution Amount, if any, shall be credited as of the
         last day of the Plan Year. If a Participant is not employed by an
         Employer as of the last day of a Plan Year other than by reason of his
         or her Retirement or death while employed, the Annual Company
         Contribution Amount for that Plan Year shall be zero. Notwithstanding
         the foregoing, the Company shall credit to the Account Balances of
         Participants who are non-employee Directors an Annual Company
         Contribution Amount for the Plan Year in which the applicable deferral
         is made, the premium awarded under Section 7(b) of the Stock-For-Fees
         Plan (the "Stock Premium Award"), and the premium awarded under Section
         7(c) of the Stock-For-Fees Plan (the "Cash Premium Award," and
         collectively with the Stock Premium Award, "Premium Awards"), which
         amount shall be credited at such times as the Company shall determine.

3.6      INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
         authorized, upon written instructions received from the Committee or
         investment manager appointed by the Committee, to invest and reinvest
         the assets of the Trust in accordance with the applicable Trust
         Agreement, including the disposition of stock and reinvestment of the
         proceeds in one or more investment vehicles designated by the
         Committee.

3.7      VESTING.

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account, except that, subject to Section 3.7(d),
                  below, amounts attributable to any Long-Term Retention
                  Agreement shall be subject to forfeiture in accordance with
                  the terms of such agreement.

         (b)      Except as otherwise provided in this Section 3.7, a
                  Participant shall be vested in his or her Company Contribution
                  Account in accordance with the provisions governing employer
                  contributions under the Company's qualified 401(k) plan.

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         (c)      A Participant shall at all times be 100% vested in the portion
                  of his or her Deferral Account attributable to the Premium
                  Award(s).

         (d)      Notwithstanding anything to the contrary contained in this
                  Section 3.7, in the event of his or her Retirement, Disability
                  or a Change in Control, a Participant's Deferral Account and
                  Company Contribution Account shall immediately become 100%
                  vested (if it is not already vested in accordance with this
                  Section 3.7).

3.8      CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

         (a)      ELECTION OF MEASUREMENT FUNDS. Except as otherwise provided in
                  Section 3.8 (d) or Section 3.8(e) below, a Participant, in
                  connection with his or her initial deferral election in
                  accordance with Section 3.3(a) above, shall elect, on the
                  Election Form, one or more Measurement Fund(s) (as described
                  in Section 3.8(c) below) to be used to determine the
                  additional amounts to be credited to his or her Account
                  Balance for the first day thereof in which the Participant
                  commences participation in the Plan and continuing thereafter
                  for each subsequent day in which the Participant participates
                  in the Plan, unless changed in accordance with the next
                  sentence. Except as otherwise provided in Section 3.8(d) or
                  Section 3.8(e) below, commencing with the first day that
                  follows the Participant's commencement of participation in the
                  Plan and continuing thereafter for each subsequent day in
                  which the Participant participates in the Plan, no later than
                  the prior business day, the Participant may (but is not
                  required to) elect, by submitting an Election Form to the
                  Committee that is accepted by the Committee, to add or delete
                  one or more Measurement Fund(s) to be used to determine the
                  additional amounts to be credited to his or her Account
                  Balance, or to change the portion of his or her Account
                  Balance allocated to each previously or newly elected
                  Measurement Fund; provided, however, that a Participant may
                  make no more than two (2) such elections each Plan Year. If an
                  election is made in accordance with the previous sentence, it
                  shall apply to the next day and continue thereafter for each
                  subsequent day in which the Participant participates in the
                  Plan, unless changed in accordance with the previous sentence.

         (b)      PROPORTIONATE ALLOCATION. In making any election described in
                  Section 3.8(a) above, the Participant shall specify on the
                  Election Form, in increments of five percentage points (5%),
                  the percentage of his or her Account Balance to be allocated
                  to a Measurement Fund (as if the Participant was making an
                  investment in

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                  that Measurement Fund with that portion of his or her Account
                  Balance and Annual Deferral Amount).

         (c)      MEASUREMENT FUNDS. Except as otherwise provided in Section
                  3.8(d) or Section 3.8(e) below, for the purpose of crediting
                  additional amounts to his or her Account Balance, the
                  Participant may elect one or more measurement funds, based on
                  certain mutual funds, established by the Committee for such
                  purpose (the "Measurement Funds"). The Measurement Funds shall
                  include a "Declared Rate Fund" (described as a fund which is
                  credited with interest at a fixed rate declared as an annual
                  rate for each Plan Year by the Company prior to the beginning
                  of the Plan Year).

                  The Committee may, in its sole discretion, discontinue,
                  substitute or add a Measurement Fund. Each such action will
                  take effect as of the first day of the calendar quarter that
                  follows by thirty (30) days the day on which the Committee
                  gives Participants advance written notice of such change.

         (d)      MINIMUM PERCENTAGE FOR DECLARED RATE MEASUREMENT FUND.
                  Notwithstanding any provision of this Plan, other than Section
                  3.8(e) below, that may be construed to the contrary, effective
                  January 1, 1998, a Participant's Account Balance as of such
                  date shall be allocated to the Declared Rate Measurement Fund.
                  Except as otherwise provided in Section 3.8(e) below,
                  effective January 2, 1998, at all times during a Plan Year, a
                  Participant must allocate a minimum percentage of his or her
                  existing Account Balance and Annual Deferral Amount to the
                  Declared Rate Measurement Fund (the "Minimum Percentage"). The
                  Minimum Percentage for a Plan Year (i) must be fifty percent
                  (50%) for the 1998 Plan Year, (ii) must be determined by the
                  Committee, in its sole discretion, and announced prior to the
                  beginning of any other Plan Year, (iii) may be higher or lower
                  than the Minimum Percentage for any other Plan Year and (iv)
                  may be zero for any other Plan Year.

         (e)      COMPANY STOCK MEASUREMENT FUND FOR DIRECTORS FEES (STOCK
                  ELEMENT). Notwithstanding any provision of this Plan that may
                  be construed to the contrary, the portion of a Participant's
                  Deferral Account balance attributable to his or her deferral
                  of Directors Fees (Stock Element) and the portion of a
                  Participant's Company Contribution Account balance
                  attributable to the Stock Premium Award(s), as that term is
                  defined in Section 3.5 above, must be (i) deemed invested at
                  all times prior to distribution in the Company Stock
                  Measurement Fund and (ii) distributed, in the form of Company
                  Common Stock, as a lump sum at the time distribution to the
                  Participant or his or her Beneficiary(ies) is to commence. For
                  purposes of this Section 3.8(e), the Company Stock Measurement
                  Fund is described

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                  as a fund which shall be credited or debited with investment
                  results corresponding to the total return of Company Common
                  Stock.

         (f)      CREDITING OR DEBITING METHOD. The performance of each elected
                  Measurement Fund (either positive or negative) will be
                  determined by the Committee, in its reasonable discretion,
                  based on the performance of the Measurement Funds themselves.
                  A Participant's Account Balance shall be credited or debited
                  on a daily basis based on the performance of each Measurement
                  Fund selected by the Participant, as determined by the
                  Committee in its sole discretion, as though (i) a
                  Participant's Account Balance were invested in the Measurement
                  Fund(s) selected by the Participant, in the percentages
                  applicable to such calendar date, at the closing price on such
                  date; (ii) the portion of the Annual Deferral Amount that was
                  actually deferred during any calendar date were invested in
                  the Measurement Fund(s) selected by the Participant, in the
                  percentages applicable to such calendar date, no later than
                  the close of business on the third business day after the day
                  on which such amounts are actually deferred from the
                  Participant's Base Annual Salary through reductions in his or
                  her payroll, at the closing price on such date; and (iii) any
                  distribution made to a Participant that decreases such
                  Participant's Account Balance ceased being invested in the
                  Measurement Fund(s), in the percentages applicable to such
                  calendar date, no earlier than three business days prior to
                  the distribution, at the closing price on such date.

         (g)      NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                  this Plan that may be interpreted to the contrary, the
                  Measurement Funds are to be used for measurement purposes
                  only, and a Participant's election of any such Measurement
                  Fund, the allocation to his or her Account Balance thereto,
                  the calculation of additional amounts and the crediting or
                  debiting of such amounts to a Participant's Account Balance
                  shall not be considered or construed in any manner as an
                  actual investment of his or her Account Balance in any such
                  Measurement Fund. In the event that the Company or the Trustee
                  (as that term is defined in the Trust), in its own discretion,
                  decides to invest funds in any or all of the Measurement
                  Funds, no Participant shall have any rights in or to such
                  investments themselves. Without limiting the foregoing, a
                  Participant's Account Balance shall at all times be a
                  bookkeeping entry only and shall not represent any investment
                  made on his or her behalf by the Company or the Trust; the
                  Participant shall at all times remain an unsecured creditor of
                  the Company.

3.9      FICA AND OTHER TAXES.

         (a)      ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
                  Deferral Amount is being withheld from a Participant, the
                  Participant's Employer(s) shall

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                  withhold from that portion of the Participant's Base Annual
                  Salary and Bonus that is not being deferred, in a manner
                  determined by the Employer(s), the Participant's share of FICA
                  and other employment taxes on such Annual Deferral Amount. If
                  necessary, the Committee may reduce the Annual Deferral Amount
                  in order to comply with this Section 3.9.

         (b)      ANNUAL COMPANY CONTRIBUTION AMOUNTS. When a participant
                  becomes vested in a portion of his or her Company Contribution
                  Account, the Participant's Employer(s) shall withhold from the
                  Participant's Base Annual Salary and/or Bonus that is not
                  deferred, in a manner determined by the Employer(s), the
                  Participant's share of FICA and other employment taxes. If
                  necessary, the Committee may reduce the vested portion of the
                  Participant's Company Contribution Account in order to comply
                  with this Section 3.9.

3.10     DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
         Trust, shall withhold from any payments made to a Participant under
         this Plan all federal, state and local income, employment and other
         taxes required to be withheld by the Employer(s), or the trustee of the
         Trust, in connection with such payments, in amounts and in a manner to
         be determined in the sole discretion of the Employer(s) and the trustee
         of the Trust.

                                    ARTICLE 4

   SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1      SHORT-TERM PAYOUT. In connection with each election to defer an Annual
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to such Annual
         Deferral Amount. Subject to the Deduction Limitation, the Short-Term
         Payout shall be a lump sum payment in an amount that is equal to the
         Annual Deferral Amount plus amounts credited or debited in the manner
         provided in Section 3.9 above on that amount, determined at the time
         that the Short-Term Payout becomes payable (rather than the date of a
         Termination of Employment). Subject to the Deduction Limitation and the
         other terms and conditions of this Plan, each Short-Term Payout elected
         shall be paid within 60 days after the first day of any Plan Year
         designated by the Participant that is at least three Plan Years after
         the Plan Year in which the Annual Deferral Amount is actually deferred.
         Notwithstanding the foregoing, the Participant may irrevocably elect to
         defer the distribution of a Short-Term Payout to the first 60 days of
         another Plan Year designated by the Participant that is at least two
         Plan Years after the Plan Year in which such Short-Term Payout would
         otherwise be paid, provided such election is made no later than the
         first day of the Plan Year immediately preceding the Plan Year in which
         the Short-Term Payout would otherwise be paid.

4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or

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         debited thereon, that is subject to a Short-Term Payout election under
         Section 4.1 shall not be paid in accordance with Section 4.1 but shall
         be paid in accordance with the other applicable Article.

4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the lesser of
         the Participant's vested Account Balance, calculated as if such
         Participant were receiving a Termination Benefit, or the amount
         reasonably needed to satisfy the Unforeseeable Financial Emergency. If,
         subject to the sole discretion of the Committee, the petition for a
         suspension and/or payout is approved, suspension shall take effect upon
         the date of approval and any payout shall be made within 60 days of the
         date of approval. The payment of any amount under this Section 4.3
         shall not be subject to the Deduction Limitation.

4.4      WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, at any time, to withdraw all of his
         or her vested Account Balance, calculated as if there had occurred a
         Termination of Employment as of the day of the election, less a
         withdrawal penalty equal to 10% of such amount (the net amount shall be
         referred to as the "Withdrawal Amount"). This election can be made at
         any time, before or after Retirement, Disability, death or Termination
         of Employment, and whether or not the Participant (or Beneficiary) is
         in the process of being paid pursuant to an installment payment
         schedule. If made before Retirement, Disability or death, a
         Participant's Withdrawal Amount shall be his or her Account Balance
         calculated as if there had occurred a Termination of Employment as of
         the day of the election. No partial withdrawals of the Withdrawal
         Amount shall be allowed. The Participant (or his or her Beneficiary)
         shall make this election by giving the Committee advance written notice
         of the election in a form determined from time to time by the
         Committee. The Participant (or his or her Beneficiary) shall be paid
         the Withdrawal Amount within 60 days of his or her election. Once the
         Withdrawal Amount is paid, the Participant's participation in the Plan
         shall terminate and the Participant shall not be eligible to
         participate in the Plan in the future. The payment of this Withdrawal
         Amount shall not be subject to the Deduction Limitation.

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                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1      RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
         who Retires shall receive, as a Retirement Benefit, his or her vested
         Account Balance.

5.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of 5, 10, 15 or 20 years. The
         Participant may annually change his or her election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, provided that any such Election Form is submitted at least 3
         years prior to the Participant's Retirement and is accepted by the
         Committee in its sole discretion. The Election Form most recently
         accepted by the Committee shall govern the payout of the Retirement
         Benefit. If a Participant does not make any election with respect to
         the payment of the Retirement Benefit, then such benefit shall be
         payable in a lump sum. The lump sum payment shall be made, or
         installment payments shall commence, no later than 60 days after the
         last day of the Plan Year in which the Participant Retires. Any payment
         made shall be subject to the Deduction Limitation.

5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's unpaid Retirement Benefit payments shall continue and
         shall be paid to the Participant's Beneficiary (a) over the remaining
         number of years and in the same amounts as that benefit would have been
         paid to the Participant had the Participant survived, or (b) in a lump
         sum, if requested by the Beneficiary and allowed in the sole discretion
         of the Committee, that is equal to the Participant's unpaid remaining
         vested Account Balance.

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1      PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's vested Account Balance if the
         Participant dies before he or she Retires, experiences a Termination of
         Employment or suffers a Disability.

6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in
         connection with his or her commencement of participation in the Plan,
         shall elect on an Election Form whether the Pre-Retirement Survivor
         Benefit shall be received by his or her Beneficiary in a lump sum or
         pursuant to an Annual Installment Method of 5, 10, 15 or 20 years. The
         Participant

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         may annually change this election to an allowable alternative payout
         period by submitting a new Election Form to the Committee, which form
         must be accepted by the Committee in its sole discretion. The Election
         Form most recently accepted by the Committee prior to the Participant's
         death shall govern the payout of the Participant's Pre-Retirement
         Survivor Benefit. If a Participant does not make any election with
         respect to the payment of the Pre-Retirement Survivor Benefit, then
         such benefit shall be paid in a lump sum. Despite the foregoing, if the
         Participant's vested Account Balance at the time of his or her death is
         less than $25,000, payment of the Pre-Retirement Survivor Benefit may
         be made, in the sole discretion of the Committee, in a lump sum or
         pursuant to an Annual Installment Method of not more than 5 years. The
         lump sum payment shall be made, or installment payments shall commence,
         no later than 60 days after the last day of the Plan Year in which the
         Committee is provided with proof that is satisfactory to the Committee
         of the Participant's death. Any payment made shall be subject to the
         Deduction Limitation.

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1      TERMINATION BENEFIT. Subject to the Deduction Limitation, the
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's vested Account Balance if a Participant
         experiences a Termination of Employment prior to his or her Retirement,
         death or Disability.

7.2      PAYMENT OF TERMINATION BENEFIT. The Termination of Employment shall be
         paid in a lump sum within 60 days of the Termination of Employment.

                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL. A Participant who is determined by the
                  Committee to be suffering from a Disability shall be excused
                  from fulfilling that portion of the Annual Deferral Amount
                  commitment that would otherwise have been withheld from a
                  Participant's Base Annual Salary, Annual Bonus and/or
                  Directors Fees for the Plan Year during which the Participant
                  first suffers a Disability. During the period of Disability,
                  the Participant shall not be allowed to make any additional
                  deferral elections, but will continue to be considered a
                  Participant for all other purposes of this Plan.

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         (b)      RETURN TO WORK. If a Participant returns to employment, or
                  service as a Director, with an Employer, after a Disability
                  ceases, the Participant may elect to defer an Annual Deferral
                  Amount for the Plan Year following his or her return to
                  employment or service and for every Plan Year thereafter while
                  a Participant in the Plan; provided such deferral elections
                  are otherwise allowed and an Election Form is delivered to and
                  accepted by the Committee for each such election in accordance
                  with Section 3.3 above.

8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed, or in the service of an Employer as a
         Director, and shall be eligible for the benefits provided for in
         Articles 4, 5, 6 or 7 in accordance with the provisions of those
         Articles. Notwithstanding the above, the Committee shall have the right
         to, in its sole and absolute discretion and for purposes of this Plan
         only, and must in the case of a Participant who is otherwise eligible
         to Retire, deem the Participant to have experienced a Termination of
         Employment, or in the case of a Participant who is eligible to Retire,
         to have Retired, at any time (or in the case of a Participant who is
         eligible to Retire, as soon as practicable) after such Participant is
         determined to be suffering a Disability, in which case the Participant
         shall receive a Disability Benefit equal to his or her vested Account
         Balance at the time of the Committee's determination; provided,
         however, that should the Participant otherwise have been eligible to
         Retire, he or she shall be paid in accordance with Article 5. The
         Disability Benefit shall be paid in a lump sum within 60 days of the
         Committee's exercise of such right. Any payment made shall be subject
         to the Deduction Limitation.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of an Employer in which the
         Participant participates.

9.2      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

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

9.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

9.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 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.

9.5      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, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      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 that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Section 3.3.

10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant

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Master Plan Document

         shall be excused from making deferrals until the earlier of the date
         the leave of absence expires or the Participant returns to a paid
         employment status. Upon such expiration or return, deferrals shall
         resume for the remaining portion of the Plan Year in which the
         expiration or return occurs, based on the deferral election, if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1     TERMINATION. Although each Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         any Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its participating Employees
         and Directors, by action of its board of directors. Upon the
         termination of the Plan with respect to any Employer, the Plan
         Agreements of the affected Participants who are employed by that
         Employer, or in the service of that Employer as Directors, shall
         terminate and their vested Account Balances, determined as if they had
         experienced a Termination of Employment on the date of Plan termination
         or, if Plan termination occurs after the date upon which a Participant
         was eligible to Retire, then with respect to that Participant as if he
         or she had Retired on the date of Plan termination, shall be paid to
         the Participants as follows: Prior to a Change in Control, if the Plan
         is terminated with respect to all of its Participants, an Employer
         shall have the right, in its sole discretion, and notwithstanding any
         elections made by the Participant, to pay such benefits in a lump sum
         or pursuant to an Annual Installment Method of up to 15 years, with
         amounts credited and debited during the installment period as provided
         herein. If the Plan is terminated with respect to less than all of its
         Participants, an Employer shall be required to pay such benefits in a
         lump sum. After a Change in Control, the Employer shall be required to
         pay such benefits in a lump sum. The termination of the Plan shall not
         adversely affect any Participant or Beneficiary who has become entitled
         to the payment of any benefits under the Plan as of the date of
         termination; provided however, that the Employer shall have the right
         to accelerate installment payments without a premium or prepayment
         penalty by paying the vested Account Balance in a lump sum or pursuant
         to an Annual Installment Method using fewer years (provided that the
         present value of all payments that will have been received by a
         Participant at any given point of time under the different payment
         schedule shall equal or exceed the present value of all payments that
         would have been received at that point in time under the original
         payment schedule).

11.2     AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer by the action of its
         board of directors; provided,

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         however, that: (i) no amendment or modification shall be effective to
         decrease or restrict the value of a Participant's vested Account
         Balance in existence at the time the amendment or modification is made,
         calculated as if the Participant had experienced a Termination of
         Employment as of the effective date of the amendment or modification
         or, if the amendment or modification occurs after the date upon which
         the Participant was eligible to Retire, the Participant had Retired as
         of the effective date of the amendment or modification, and (ii) no
         amendment or modification of this Section 11.2 of the Plan shall be
         effective. The amendment or modification of the Plan shall not affect
         any Participant or Beneficiary who has become entitled to the payment
         of benefits under the Plan as of the date of the amendment or
         modification; provided, however, that the Employer shall have the right
         to accelerate installment payments by paying the vested Account Balance
         in a lump sum or pursuant to an Annual Installment Method using fewer
         years (provided that the present value of all payments that will have
         been received by a Participant at any given point of time under the
         different payment schedule shall equal or exceed the present value of
         all payments that would have been received at that point in time under
         the original payment schedule).

11.3     PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the consent of the Participant.

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11.4     EFFECT OF PAYMENT. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1     COMMITTEE DUTIES. This Plan shall be administered by a Committee which
         shall consist of the Board, or such committee as the Board shall
         appoint. Members of the Committee may be Participants under this Plan.
         The Committee shall also have the discretion and authority to (i) make,
         amend, interpret, and enforce all appropriate rules and regulations for
         the administration of this Plan and (ii) decide or resolve any and all
         questions including interpretations of this Plan, as may arise in
         connection with the Plan. Any individual serving on the Committee who
         is a Participant shall not vote or act on any matter relating solely to
         himself or herself. When making a determination or calculation, the
         Committee shall be entitled to rely on information furnished by a
         Participant or the Company.

12.2     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 (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

12.3     BINDING EFFECT OF DECISIONS. The decision or action of the
         Administrator 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.

12.4     INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator 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, any of its members, any such
         Employee or the Administrator.

12.5     EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company and each Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, 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 or Administrator may reasonably
         require.

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Master Plan Document

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1     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 of the Participant's Employer. 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 14
                                CLAIMS PROCEDURES

14.1     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.

14.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, 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)     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 14.3 below.

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Master Plan Document

14.3     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.

14.4     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 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.

14.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 14 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 15
                                      TRUST

15.1     ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
         each Employer shall at least annually transfer over to the Trust such
         assets as the Employer determines, in its sole discretion, are
         necessary to provide, on a present value basis, for its respective
         future liabilities created with respect to the Annual Deferral Amounts
         and Annual Company Contribution Amounts for such Employer's
         Participants for all periods prior to the transfer, as well as any
         debits and credits to the Participants' Account Balances for all
         periods prior to the transfer, taking into consideration the value of
         the assets in the trust at the time of the transfer.

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Master Plan Document

15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the 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 Employers, Participants and the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

15.3     DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employee" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         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.

16.3     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.

16.4     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, alienate 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. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a

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Master Plan Document

         Participant's or any other person's bankruptcy or insolvency or be
         transferable to a spouse as a result of a property settlement or
         otherwise.

16.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions 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, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer, either as an
         Employee or a Director, or to interfere with the right of any Employer
         to discipline or discharge the Participant at any time.

16.6     FURNISHING INFORMATION. A Participant or his or her Beneficiary 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.

16.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and 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.

16.8     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.

16.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of California without regard to its conflicts of laws principles.

16.10    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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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.

16.11    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 and the Participant's designated Beneficiaries.

16.12    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.

16.13    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 or invalid provision had never been
         inserted herein.

16.14    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, incompetence, 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.

16.15    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

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Master Plan Document

16.16    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the trustee of the
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), a Participant's Employer shall distribute to the
                  Participant immediately available funds in an amount equal to
                  the taxable portion of his or her benefit (which amount shall
                  not exceed a Participant's unpaid vested Account Balance under
                  the Plan). 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. Such a distribution shall
                  affect and reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with Section
                  3.6(e) of the Trust and benefits are distributed from the
                  Trust to a Participant in accordance with that Section, the
                  Participant's benefits under this Plan shall be reduced to the
                  extent of such distributions.

16.17    INSURANCE. The Employers, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employers or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employers shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employers have applied for
         insurance.

16.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer to institute, or may institute, litigation
         seeking to deny Participants the benefits intended under the Plan. In
         these circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company, the Participant's Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any

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Master Plan Document

         other person takes any action to declare the Plan void or unenforceable
         or institutes any litigation or other legal action designed to deny,
         diminish or to recover from any Participant the benefits intended to be
         provided, then the Company and the Participant's Employer irrevocably
         authorize such Participant to retain counsel of his or her choice at
         the expense of the Company and the Participant's Employer (who shall be
         jointly and severally liable) to represent such Participant in
         connection with the initiation or defense of any litigation or other
         legal action, whether by or against the Company, the Participant's
         Employer or any director, officer, shareholder or other person
         affiliated with the Company, the Participant's Employer or any
         successor thereto in any jurisdiction.

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

                                    "Company"

                                    Western Digital Corporation, a Delaware
                                     corporation

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

                                    Title: Vice President, General Counsel
                                           and Secretary

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</TEXT>
</DOCUMENT>
