MAXTOR CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>f00491exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4

                                    AGREEMENT

1. Phillip C. Duncan ("Employee") is employed by Maxtor Corporation ("Company")
as its Executive Vice President, Human Resources and Real Estate. Company and
Employee have now agreed to continue and terminate their employment relationship
on the terms set forth below. This Agreement will become effective on and as of
July 19, 2004 ("Effective Date").

2. Company and Employee agree that Employee's employment with Company will
terminate ("Termination") on January 7, 2005 ("Termination Date"). On and as of
the Effective Date, Employee shall no longer serve as Executive Vice President,
Human Resources and Real Estate. On and after the Effective Date and through and
until the Termination Date, Employee shall report directly to Company's CEO and
President and perform such duties as are customarily associated with the
responsibilities of an Executive Vice President or senior executive and
Employee's title shall be Executive Vice President. Company and Employee
acknowledge and agree that the Executive Retention and Severance Agreement ("ERS
Agreement") is a valid and existing agreement by and between them. Company and
Employee further acknowledge and agree that Employee's Termination shall be
deemed to be an Involuntary Termination as defined in section 2.1 (r) of the ERS
Agreement.

3. Employee understands and acknowledges that only if Employee (i) executes and
does not revoke the Release (defined in the ERS Agreement) applicable to such
Employee at or following the Termination Date (ii) executes the Restrictive
Covenants Agreement (defined in the ERS Agreement) applicable to such Employee
and (iii) performs all other requirements provided for in the ERS Agreement
shall Employee be entitled to receive the severance payments and benefits set
forth in the ERS Agreement.

4. This Agreement, any proprietary rights or confidentiality agreements, any
stock option agreements or plans, and the ERS Agreement are the entire agreement
between the parties with respect to its subject matter and supersedes all prior
negotiations and agreements between the parties, whether written or oral. This
Agreement may not be waived, modified or amended except by a document signed by
an authorized officer of Company and Employee.

EMPLOYEE UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT
KNOWINGLY, WILLINGLY AND VOLUNTARILY.


                                       /s/ Phillip C. Duncan
                                       -----------------------------------------
                                       Phillip C. Duncan

                                       Maxtor Corporation

                                       By: /s/ John Viera
                                          --------------------------------------
                                             John Viera

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