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                                                                    EXHIBIT 10.1

- --------------------------------------------------------------------------------
WESTERN(R)                                          WESTERN DIGITAL CORPORATION
DIGITAL                                             ID:  95-2657125
                                                    P.O. Box 19665
                                                    Lake Forest, CA 92630-7741
                                                    (949) 672-7000 x 27985/27986

NOTICE OF GRANT OF STOCK UNITS
AND STOCK UNIT AWARD AGREEMENT - EXECUTIVES


((FN))((MN))((LN))                           AWARD NUMBER:       ((NBR))
((AD1))                                      PLAN:               ((PLN))
((AD2))                                      ID:                 ((ID))
((CTY)), ((ST)) ((Z))


- --------------------------------------------------------------------------------


Congratulations! Effective((optdt)), you have been granted stock units of
Western Digital Corporation. These stock units were granted under the 2004
Performance Incentive Plan (the "Plan").(1)

VESTING(2):



                      Units                 Vest Type             Full Vest
                      -----                 ---------             ---------
                                                         
                     ((sp1))                ((vtpr1))              ((vdp1))
                     ((sp2))                ((vtp2))               ((vdp2))
                     ((sp3))                ((vtp3))               ((vdp3))
                     ((sp4))                ((vtp4))               ((vdp4))



- --------------------------------------------------------------------------------


Your stock unit award is subject to the terms and conditions of this Notice, the
attached Standard Terms and Conditions for Stock Unit Awards - Executives (the
"Standard Terms") and the Plan. By accepting the award, you are agreeing to the
terms of the award as set forth in those documents. You should read the Plan,
the Prospectus for the Plan, and the Standard Terms. The Standard Terms and the
Plan are each incorporated into (made a part of) this Notice by this reference.
You do not have to accept your award. If you do not agree to the terms of your
award, you should promptly return this Notice to the Western Digital Corporation
Stock Plans Administrator.

A copy of the Plan, the Prospectus for the Plan, and the Standard Terms have
been provided to you. If you need another copy of these documents, or if you
would like to confirm that you have the most recent version, please contact the
Company's Stock Plans Administrator.


- --------------------------------------------------------------------------------


- --------

1    The number of stock units subject to the award is subject to adjustment
     under Section 7.1 of the Plan (for example, and without limitation, in
     connection with stock splits).

2    The stock units covered by the award are subject to forfeiture under
     Section 7 of the attached Standard Terms and Conditions for Stock Unit
     Awards.



                                                                    EXHIBIT 10.1

(WESTERN DIGITAL LOGO)


     Western Digital Corporation 20511 Lake Forest Drive
     Lake Forest, California 92630 Telephone 949 672-7000

                        STANDARD TERMS AND CONDITIONS FOR
                         STOCK UNIT AWARDS - EXECUTIVES
                         2004 Performance Incentive Plan


1.   STOCK UNITS SUBJECT TO 2004 PERFORMANCE INCENTIVE PLAN

The Stock Unit Award (the "Award") referred to in the attached Notice of Grant
of Stock Units and Stock Unit Award Agreement (the "Notice") was awarded under
Western Digital Corporation's (the "Corporation's") Amended and Restated 2004
Performance Incentive Plan (the "Plan"). Each stock unit covered by the Award
("Stock Unit") is a non-voting unit of measurement that is deemed for
bookkeeping purposes to be equivalent to one outstanding share of Common Stock
(subject to adjustment as provided in Section 7.1 of the Plan). The holder of
the Stock Units is referred to herein as the "Participant." Stock Units shall be
used solely as a device for the determination of the number of shares of Common
Stock to eventually be delivered to the Participant if Stock Units held by such
Participant vest pursuant to Section 4, Section 7 or Section 8 and shall not be
treated as property or as a trust fund of any kind. Stock Units granted to the
Participant shall be credited to an unfunded bookkeeping account maintained by
the Corporation on behalf of the Participant (a "Stock Unit Account").

The Stock Units are subject to the terms and provisions of the Notice, these
Standard Terms and Conditions for Stock Unit Awards - Executives (these
"Standard Terms"), and the Plan. To the extent any information in the Notice,
the prospectus for the Plan, or other information provided by the Corporation
conflicts with the Plan and/or these Standard Terms, the Plan or these Standard
Terms, as applicable, shall control. To the extent any terms and provisions in
these Standard Terms conflict with the terms and provisions of the Plan, the
Plan shall control. Capitalized terms not defined herein have the meanings set
forth in the Plan.

2.   AWARD AGREEMENT

The Notice and these Standard Terms, together, constitute the Award Agreement
with respect to the Award pursuant to Section 5.3 of the Plan.

3.   DEFERRAL OF STOCK UNITS

Notwithstanding anything to the contrary contained herein, the Participant may
elect, on a form and in a manner provided by the Corporation, to defer the Stock
Units subject to the Award under the Corporation's Deferred Compensation Plan
(the "Deferred Compensation Plan"). If the Participant makes such a deferral
election, the Stock Units will be paid (to the extent vested) in accordance with
the payment provisions of the Deferred Compensation Plan (including without
limitation the provisions requiring a six-month payment delay in the event that
the Participant is a "specified employee" for purposes of Section 409A of the
Code), which are incorporated herein by this reference, and any applicable
deferral election made by the Participant under and in accordance with the rules
of the Deferred Compensation Plan. Whether or not the Participant elects to
defer the Stock Units, any shares of Common Stock issued or delivered with
respect to the Stock Units shall be charged against the applicable share limits
of the Plan.

4.   VESTING

Except as otherwise provided in this Award Agreement, the Award shall vest and
become nonforfeitable in percentage installments of the aggregate number of
Stock Units as set forth in the Notice.



An Award may vest and become payable in connection with the occurrence of
certain events involving the Corporation as provided for in Section 7 of the
Plan. Without limiting the foregoing but subject to Sections 7.5, 7.6 and 7.7 of
the Plan, to the extent that the Award is outstanding and otherwise unvested
immediately prior to the occurrence of a Change in Control Event, the Award
shall vest and become payable as to the outstanding and otherwise unvested Stock
Units upon the occurrence of the Change in Control Event. Notwithstanding the
foregoing or anything in this Award Agreement or the Plan, if the event giving
rise to any accelerated vesting pursuant to Section 7 of the Plan is not also a
"change in control event" of the Corporation for purposes of Section 409A of the
Code, then payment with respect to the Award shall not be made until such Stock
Units would have become vested and payable without regard to this Section 4 or
Section 7 of the Plan.

The vesting schedule requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Award and the rights and benefits under this Award Agreement.
Employment or service for only a portion of the vesting period, even if a
substantial portion, will not entitle the Participant to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 7 below
or under the Plan.

5.   DIVIDEND EQUIVALENT RIGHTS DISTRIBUTIONS

As of any date that the Corporation pays an ordinary cash dividend on its Common
Stock, the Corporation shall credit the Participant's Stock Unit Account with an
additional number of Stock Units equal to (i) the per share cash dividend paid
by the Corporation on its Common Stock on such date, multiplied by (ii) the
number of Stock Units remaining subject to the Award as of the related dividend
payment record date, divided by (iii) the Fair Market Value of a share of Common
Stock on the date of payment of such dividend. If the Participant has not made a
deferral election with respect to the Stock Units, then the Stock Units credited
pursuant to the foregoing provisions of this Section 5 shall be subject to the
same vesting, payment and other terms, conditions and restrictions as the
original Stock Units to which they relate. If the Participant has made a
deferral election with respect to the Stock Units, then the Stock Units credited
pursuant to the foregoing provisions of this Section 5 shall be credited under,
and paid in an equivalent number of shares of Common Stock in accordance with
the payment provisions of, the Deferred Compensation Plan and any applicable
deferral election made by the Participant under and in accordance with the rules
of the Deferred Compensation Plan.

6.   TIMING AND MANNER OF PAYMENT OF STOCK UNITS

Except as provided in Section 3 or 4 above, on or within fifteen (15) business
days following the vesting of any Stock Units granted (or credited pursuant to
Section 5) to the Participant (whether pursuant to Section 4 or Section 7 hereof
or Section 7 of the Plan), the Corporation shall deliver to the Participant a
number of shares of Common Stock (either by delivering one or more certificates
for such shares or by entering such shares in book entry form, as determined by
the Corporation in its sole discretion) equal to the number of Stock Units that
vest on the applicable vesting date (including any Stock Units credited as
dividend equivalents pursuant to Section 5 with respect to the Stock Units that
vest), subject to adjustment as provided in Section 7 of the Plan. The
Corporation's obligation to deliver shares of Common Stock with respect to
vested Stock Units is subject to the condition precedent that the Participant
(or other person entitled under the Plan to receive any shares with respect to
the vested Stock Units) delivers to the Corporation any representations or other
documents or assurances required pursuant to Section 8.1 of the Plan. The
Participant shall have no further rights with respect to any Stock Units that
are paid pursuant to this Section 6 or that are terminated pursuant to Section 7
hereof or Section 7 of the Plan, and such Stock Units shall be removed from the
Participant's Stock Unit Account upon the date of such payment or termination.
The Corporation may, in its sole discretion, settle any Stock Units credited as
dividend equivalents by a cash payment equal to the Fair Market Value of a share
of Common Stock on the date of payment (as opposed to payment in the form of
shares of Common Stock).

7.   TERMINATION OF EMPLOYMENT

Subject to earlier vesting as provided in Section 4 and Section 8 hereof, if the
Participant ceases to be employed by or to provide services to the Corporation
or its Subsidiaries (regardless of the reason for such termination, whether with
or without cause, voluntarily or involuntarily, or due to disability), the
Participant's Stock Units shall be forfeited to the Corporation to the extent
such Stock Units have not become vested upon the date the


                                       2

Participant's employment or services terminate; provided, however, that in the
event of the Participant's death at a time when the Participant is employed by
or providing services to the Corporation or any of its Subsidiaries, a portion
of the otherwise unvested Stock Units shall automatically become fully vested as
of such date of death as set forth in the next sentence, and shall be paid to
the Participant's legal representative as provided in Section 6 above. In the
event the date of the Participant's death is at a time when the Participant is
employed by or providing services to the Corporation or any of its Subsidiaries,
the number of Stock Units that shall become vested on the date of the
Participant's death equals: (a) the number of Stock Units that would have vested
on the next scheduled vesting date applicable to the Award (as set forth in the
Notice) (the "Next Scheduled Vesting Date") had the Participant continued to be
employed through such date, multiplied by (b) a fraction (not greater than one),
the numerator of which is the number of calendar days following the last
scheduled vesting date applicable to the Award as set forth in the Notice (or,
if there was no such prior vesting date applicable to the Award, the date of
grant of the Stock Units (the "Measurement Date") through and including the date
of the Participant's death, and the denominator of which is the total number of
calendar days in the period beginning with the day after the Measurement Date
and ending with the Next Scheduled Vesting Date.

8.   ADJUSTMENTS

The Administrator may accelerate payment and vesting of the Stock Units in such
circumstances as it, in its sole discretion, may determine. In addition, upon
the occurrence of certain events relating to the Corporation's stock
contemplated by Section 7.1 of the Plan, the Administrator will make adjustments
if appropriate in the number of Stock Units then outstanding and the number and
kind of securities that may be issued in respect of the Award. No such
adjustment shall be made with respect to any ordinary cash dividend for which
dividend equivalents are paid pursuant to Section 5.

9.   WITHHOLDING TAXES

Upon or in connection with the vesting of the Stock Units, the payment of
dividend equivalents and/or the distribution of shares of Common Stock in
respect of the Stock Units, the Corporation (or the Subsidiary last employing
the Participant) shall have the right at its option to (a) require the
Participant to pay or provide for payment in cash of the amount of any taxes
that the Corporation or the Subsidiary may be required to withhold with respect
to such vesting, payment and/or distribution, or (b) deduct from any amount
payable to the Participant the amount of any taxes which the Corporation or the
Subsidiary may be required to withhold with respect to such vesting, payment
and/or distribution. In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this Award
Agreement, the Administrator may, in its sole discretion, direct the Corporation
or the Subsidiary to reduce the number of shares to be delivered by (or
otherwise reacquire) the appropriate number of whole shares, valued at their
then fair market value (with the "fair market value" of such shares determined
in accordance with the applicable provisions of the Plan), to satisfy such
withholding obligation at the minimum applicable withholding rates.

10.  NONTRANSFERABILITY

Neither the Award, nor any interest therein or amount or shares payable in
respect thereof may be sold, assigned, transferred, pledged or otherwise
disposed of, alienated, encumbered, either voluntarily or involuntarily. The
transfer restrictions in the preceding sentence shall not apply to (a) transfers
to the Corporation, or (b) transfers by will or the laws of descent and
distribution.

11.  NO RIGHT TO EMPLOYMENT

Nothing contained in this Award Agreement or the Plan constitutes an employment
or service commitment by the Corporation or any of its Subsidiaries, affects the
Participant's status, if he or she is an employee, as an employee at will who is
subject to termination without cause, confers upon the Participant any right to
remain employed by or in service to the Corporation or any Subsidiary,
interferes in any way with the right of the Corporation or any Subsidiary at any
time to terminate such employment or service, or affects the right of the
Corporation or any Subsidiary to increase or decrease the Participant's other
compensation.


                                       3



12.  RIGHTS AS A STOCKHOLDER

Subject to the provisions of the Plan, the Notice and these Standard Terms, the
Participant shall have no rights as a stockholder of the Corporation, no
dividend rights (except as expressly provided in Section 5 with respect to
dividend equivalent rights) and no voting rights with respect to Stock Units
awarded to the Participant and any shares of Common Stock underlying or issuable
in respect of such Stock Units until such shares of Common Stock are actually
issued to and held of record by the Participant. No adjustments will be made for
dividends or other rights of a holder for which the record date is prior to the
date of issuance of the stock certificate.

13.  NOTICES

Any notice to be given under the terms of this Award Agreement shall be in
writing and addressed to the Corporation at its principal office to the
attention of the Secretary, and to the Participant at the address last reflected
on the Corporation's payroll records, or at such other address as either party
may hereafter designate in writing to the other. Any such notice shall be
delivered in person or shall be enclosed in a properly sealed envelope addressed
as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government. Any such notice shall be given only
when received, but if the Participant is no longer employed by the Corporation
or a Subsidiary, shall be deemed to have been duly given five business days
after the date mailed in accordance with the foregoing provisions of this
Section 13.

14.  ARBITRATION

Any controversy arising out of or relating to this Award Agreement (including
these Standard Terms) and/or the Plan, their enforcement or interpretation, or
because of an alleged breach, default, or misrepresentation in connection with
any of their provisions, or any other controversy arising out of or related to
the Award, including, but not limited to, any state or federal statutory claims,
shall be submitted to arbitration in Orange County, California, before a sole
arbitrator selected from Judicial Arbitration and Mediation Services, Inc.,
Orange, California, or its successor ("JAMS"), or if JAMS is no longer able to
supply the arbitrator, such arbitrator shall be selected from the American
Arbitration Association, and shall be conducted in accordance with the
provisions of California Code of Civil Procedure Sections 1280 et seq. as the
exclusive forum for the resolution of such dispute; provided, however, that
provisional injunctive relief may, but need not, be sought by either party to
this Award Agreement in a court of law while arbitration proceedings are
pending, and any provisional injunctive relief granted by such court shall
remain effective until the matter is finally determined by the arbitrator. Final
resolution of any dispute through arbitration may include any remedy or relief
which the arbitrator deems just and equitable, including any and all remedies
provided by applicable state or federal statutes. At the conclusion of the
arbitration, the arbitrator shall issue a written decision that sets forth the
essential findings and conclusions upon which the arbitrator's award or decision
is based. Any award or relief granted by the arbitrator hereunder shall be final
and binding on the parties hereto and may be enforced by any court of competent
jurisdiction. The parties acknowledge and agree that they are hereby waiving any
rights to trial by jury in any action, proceeding or counterclaim brought by
either of the parties against the other in connection with any matter whatsoever
arising out of or in any way connected with any of the matters referenced in the
first sentence above. The parties agree that Corporation shall be responsible
for payment of the forum costs of any arbitration hereunder, including the
arbitrator's fee. The parties further agree that in any proceeding with respect
to such matters, each party shall bear its own attorney's fees and costs (other
than forum costs associated with the arbitration) incurred by it or him or her
in connection with the resolution of the dispute. By accepting the Award, the
Participant consents to all of the terms and conditions of this Award Agreement
(including, without limitation, this Section 14).

15.  GOVERNING LAW

This Award Agreement, including these Standard Terms, shall be interpreted and
construed in accordance with the laws of the State of Delaware (without regard
to conflict of law principles thereunder) and applicable federal law.


                                       4



16.  SEVERABILITY

If the arbitrator selected in accordance with Section 14 or a court of competent
jurisdiction determines that any portion of this Award Agreement (including
these Standard Terms) or the Plan is in violation of any statute or public
policy, then only the portions of this Award Agreement or the Plan, as
applicable, which are found to violate such statute or public policy shall be
stricken, and all portions of this Award Agreement and the Plan which are not
found to violate any statute or public policy shall continue in full force and
effect. Furthermore, it is the parties' intent that any order striking any
portion of this Award Agreement and/or the Plan should modify the stricken terms
as narrowly as possible to give as much effect as possible to the intentions of
the parties hereunder.

17.  ENTIRE AGREEMENT

This Award Agreement (including these Standard Terms) and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan and this Award Agreement may be amended pursuant to
Section 8.6 of the Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally waive any provision
hereof in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or
be construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

18.  SECTION HEADINGS

The section headings of this Award Agreement are for convenience of reference
only and shall not be deemed to alter or affect any provision hereof.


                                       5

                                                                    EXHIBIT 10.2


- --------------------------------------------------------------------------------
(WESTERN DIGITAL LOGO)                              WESTERN DIGITAL CORPORATION
                                                    ID:  95-2657125
                                                    P.O. Box 19665
                                                    Lake Forest, CA 92630-7741
                                                    (949) 672-7000 x 27985/27986

NOTICE OF GRANT OF STOCK UNITS
AND STOCK UNIT AWARD AGREEMENT


((FN))((MN))((LN))                           AWARD NUMBER:       ((NBR))
((AD1))                                      PLAN:               ((PLN))
((AD2))                                      ID:                 ((ID))
((CTY)), ((ST)) ((Z))



- --------------------------------------------------------------------------------
Congratulations! Effective((optdt)), you have been granted stock units of
Western Digital Corporation. These stock units were granted under the 2004
Performance Incentive Plan (the "Plan").(1)

VESTING(2):



                      Units                 Vest Type             Full Vest
                      -----                 ---------             ---------
                                                            
                     ((sp1))                ((vtpr1))              ((vdp1))
                     ((sp2))                ((vtp2))               ((vdp2))
                     ((sp3))                ((vtp3))               ((vdp3))
                     ((sp4))                ((vtp4))               ((vdp4))



- --------------------------------------------------------------------------------
Your stock unit award is subject to the terms and conditions of this Notice, the
attached Standard Terms and Conditions for Stock Unit Awards (the "Standard
Terms") and the Plan. By accepting the award, you are agreeing to the terms of
the award as set forth in those documents. You should read the Plan, the
Prospectus for the Plan, and the Standard Terms. The Standard Terms and the Plan
are each incorporated into (made a part of) this Notice by this reference. You
do not have to accept your award. If you do not agree to the terms of your
award, you should promptly return this Notice to the Western Digital Corporation
Stock Plans Administrator.

A copy of the Plan, the Prospectus for the Plan, and the Standard Terms have
been provided to you. If you need another copy of these documents, or if you
would like to confirm that you have the most recent version, please contact the
Company's Stock Plans Administrator.
- --------------------------------------------------------------------------------



- --------

1    The number of stock units subject to the award is subject to adjustment
     under Section 7.1 of the Plan (for example, and without limitation, in
     connection with stock splits).

2    The stock units covered by the award are subject to forfeiture under
     Section 7 of the attached Standard Terms and Conditions for Stock Unit
     Awards.



                                                                    EXHIBIT 10.2

(WESTERN DIGITAL LOGO)


     Western Digital Corporation 20511 Lake Forest Drive
     Lake Forest, California 92630 Telephone 949 672-7000


                        STANDARD TERMS AND CONDITIONS FOR
                                STOCK UNIT AWARDS
                         2004 Performance Incentive Plan


1.   STOCK UNITS SUBJECT TO 2004 PERFORMANCE INCENTIVE PLAN

The Stock Unit Award (the "Award") referred to in the attached Notice of Grant
of Stock Units and Stock Unit Award Agreement (the "Notice") was awarded under
Western Digital Corporation's (the "Corporation's") Amended and Restated 2004
Performance Incentive Plan (the "Plan"). Each stock unit covered by the Award
("Stock Unit") is a non-voting unit of measurement that is deemed for
bookkeeping purposes to be equivalent to one outstanding share of Common Stock
(subject to adjustment as provided in Section 7.1 of the Plan). The holder of
the Stock Units is referred to herein as the "Participant." Stock Units shall be
used solely as a device for the determination of the number of shares of Common
Stock to eventually be delivered to the Participant if Stock Units held by such
Participant vest pursuant to Section 4, Section 7 or Section 8 and shall not be
treated as property or as a trust fund of any kind. Stock Units granted to the
Participant shall be credited to an unfunded bookkeeping account maintained by
the Corporation on behalf of the Participant (a "Stock Unit Account").

The Stock Units are subject to the terms and provisions of the Notice, these
Standard Terms and Conditions for Stock Unit Awards (these "Standard Terms"),
and the Plan. To the extent any information in the Notice, the prospectus for
the Plan, or other information provided by the Corporation conflicts with the
Plan and/or these Standard Terms, the Plan or these Standard Terms, as
applicable, shall control. To the extent any terms and provisions in these
Standard Terms conflict with the terms and provisions of the Plan, the Plan
shall control. Capitalized terms not defined herein have the meanings set forth
in the Plan.

2.   AWARD AGREEMENT

The Notice and these Standard Terms, together, constitute the Award Agreement
with respect to the Award pursuant to Section 5.3 of the Plan.

3.   DEFERRAL OF STOCK UNITS

Notwithstanding anything to the contrary contained herein, the Administrator may
determine that the Participant is eligible to defer the Stock Units subject to
the Award (such determination to be made by delivery to the Participant of a
deferral election form). In the event that the Administrator makes such a
determination, the Participant may elect, on a form and in a manner provided by
the Corporation, to defer the Stock Units subject to the Award under the
Corporation's Deferred Compensation Plan (the "Deferred Compensation Plan"), in
which case the Stock Units will be paid (to the extent vested) in accordance
with the payment provisions of the Deferred Compensation Plan (including without
limitation the provisions requiring a six-month payment delay in the event that
the Participant is a "specified employee" for purposes of Section 409A of the
Code), which are incorporated herein by this reference, and any applicable
deferral election made by the Participant under and in accordance with the rules
of the Deferred Compensation Plan. If the Participant is not permitted to defer
the Stock Units, the Stock Units will be paid in accordance with this Award
Agreement without regard to this Section 3.


                                       2



4.   VESTING

Except as otherwise provided in this Award Agreement, the Award shall vest and
become nonforfeitable in percentage installments of the aggregate number of
Stock Units as set forth in the Notice.

An Award may vest and become payable in connection with the occurrence of
certain events involving the Corporation as provided for in Section 7 of the
Plan; provided, however, that, notwithstanding anything to the contrary in this
Award Agreement or the Plan, if the event giving rise to any accelerated vesting
pursuant to Section 7 of the Plan is not also a "change in control event" of the
Corporation for purposes of Section 409A of the Code, then payment with respect
to the Award shall not be made until such Stock Units would have become vested
and payable without regard to Section 7 of the Plan.

The vesting schedule requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Award and the rights and benefits under this Award Agreement.
Employment or service for only a portion of the vesting period, even if a
substantial portion, will not entitle the Participant to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 7 below
or under the Plan.

5.   DIVIDEND EQUIVALENT RIGHTS DISTRIBUTIONS

As of any date that the Corporation pays an ordinary cash dividend on its Common
Stock, the Corporation shall credit the Participant's Stock Unit Account with an
additional number of Stock Units equal to (i) the per share cash dividend paid
by the Corporation on its Common Stock on such date, multiplied by (ii) the
number of Stock Units remaining subject to the Award as of the related dividend
payment record date, divided by (iii) the Fair Market Value of a share of Common
Stock on the date of payment of such dividend. The Stock Units credited pursuant
to the foregoing provisions of this Section 5 shall be subject to the same
vesting, payment and other terms, conditions and restrictions as the original
Stock Units to which they relate. Notwithstanding the preceding sentence, if the
Participant is permitted to make, and has made, a deferral election with respect
to the Stock Units, then the Stock Units credited pursuant to the foregoing
provisions of this Section 5 shall be credited under, and paid in an equivalent
number of shares of Common Stock in accordance with the payment provisions of,
the Deferred Compensation Plan and any applicable deferral election made by the
Participant under and in accordance with the rules of the Deferred Compensation
Plan.

6.   TIMING AND MANNER OF PAYMENT OF STOCK UNITS

Except as provided in Section 3 or 4 above, on or within fifteen (15) business
days following the vesting of any Stock Units granted (or credited pursuant to
Section 5) to the Participant (whether pursuant to Section 4 or Section 7 hereof
or Section 7 of the Plan), the Corporation shall deliver to the Participant a
number of shares of Common Stock (either by delivering one or more certificates
for such shares or by entering such shares in book entry form, as determined by
the Corporation in its sole discretion) equal to the number of Stock Units that
vest on the applicable vesting date (including any Stock Units credited as
dividend equivalents pursuant to Section 5 with respect to the Stock Units that
vest), subject to adjustment as provided in Section 7 of the Plan. The
Corporation's obligation to deliver shares of Common Stock with respect to
vested Stock Units is subject to the condition precedent that the Participant
(or other person entitled under the Plan to receive any shares with respect to
the vested Stock Units) delivers to the Corporation any representations or other
documents or assurances required pursuant to Section 8.1 of the Plan. The
Participant shall have no further rights with respect to any Stock Units that
are paid pursuant to this Section 6 or that are terminated pursuant to Section 7
hereof or Section 7 of the Plan, and such Stock Units shall be removed from the
Participant's Stock Unit Account upon the date of such payment or termination.
The Corporation may, in its sole discretion, settle any Stock Units credited as
dividend equivalents by a cash payment equal to the Fair Market Value of a share
of Common Stock on the date of payment (as opposed to payment in the form of
shares of Common Stock).



                                       3



7.   TERMINATION OF EMPLOYMENT

Subject to earlier vesting as provided in Section 4 and Section 8 hereof, if the
Participant ceases to be employed by or to provide services to the Corporation
or its Subsidiaries (regardless of the reason for such termination, whether with
or without cause, voluntarily or involuntarily, or due to disability), the
Participant's Stock Units shall be forfeited to the Corporation to the extent
such Stock Units have not become vested upon the date the Participant's
employment or services terminate; provided, however, that in the event of the
Participant's death at a time when the Participant is employed by or providing
services to the Corporation or any of its Subsidiaries, a portion of the
otherwise unvested Stock Units shall automatically become fully vested as of
such date of death as set forth in the next sentence, and shall be paid to the
Participant's legal representative as provided in Section 6 above. In the event
the date of the Participant's death is at a time when the Participant is
employed by or providing services to the Corporation or any of its Subsidiaries,
the number of Stock Units that shall become vested on the date of the
Participant's death equals: (a) the number of Stock Units that would have vested
on the next scheduled vesting date applicable to the Award (as set forth in the
Notice) (the "Next Scheduled Vesting Date") had the Participant continued to be
employed through such date, multiplied by (b) a fraction (not greater than one),
the numerator of which is the number of calendar days following the last
scheduled vesting date applicable to the Award as set forth in the Notice (or,
if there was no such prior vesting date applicable to the Award, the date of
grant of the Stock Units (the "Measurement Date") through and including the date
of the Participant's death, and the denominator of which is the total number of
calendar days in the period beginning with the day after the Measurement Date
and ending with the Next Scheduled Vesting Date.

8.   ADJUSTMENTS

The Administrator may accelerate payment and vesting of the Stock Units in such
circumstances as it, in its sole discretion, may determine. In addition, upon
the occurrence of certain events relating to the Corporation's stock
contemplated by Section 7.1 of the Plan, the Administrator will make adjustments
if appropriate in the number of Stock Units then outstanding and the number and
kind of securities that may be issued in respect of the Award. No such
adjustment shall be made with respect to any ordinary cash dividend for which
dividend equivalents are paid pursuant to Section 5.

9.   WITHHOLDING TAXES

Upon or in connection with the vesting of the Stock Units, the payment of
dividend equivalents and/or the distribution of shares of Common Stock in
respect of the Stock Units, the Corporation (or the Subsidiary last employing
the Participant) shall have the right at its option to (a) require the
Participant to pay or provide for payment in cash of the amount of any taxes
that the Corporation or the Subsidiary may be required to withhold with respect
to such vesting, payment and/or distribution, or (b) deduct from any amount
payable to the Participant the amount of any taxes which the Corporation or the
Subsidiary may be required to withhold with respect to such vesting, payment
and/or distribution. In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this Award
Agreement, the Administrator may, in its sole discretion, direct the Corporation
or the Subsidiary to reduce the number of shares to be delivered by (or
otherwise reacquire) the appropriate number of whole shares, valued at their
then fair market value (with the "fair market value" of such shares determined
in accordance with the applicable provisions of the Plan), to satisfy such
withholding obligation at the minimum applicable withholding rates.

10.  NONTRANSFERABILITY

Neither the Award, nor any interest therein or amount or shares payable in
respect thereof may be sold, assigned, transferred, pledged or otherwise
disposed of, alienated, encumbered, either voluntarily or involuntarily. The
transfer restrictions in the preceding sentence shall not apply to (a) transfers
to the Corporation, or (b) transfers by will or the laws of descent and
distribution.

11.  NO RIGHT TO EMPLOYMENT

Nothing contained in this Award Agreement or the Plan constitutes an employment
or service commitment by the Corporation or any of its Subsidiaries, affects the
Participant's status, if he or she is an employee, as an employee at


                                       4



will who is subject to termination without cause, confers upon the Participant
any right to remain employed by or in service to the Corporation or any
Subsidiary, interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment or service, or affects the
right of the Corporation or any Subsidiary to increase or decrease the
Participant's other compensation.

12.  RIGHTS AS A STOCKHOLDER

Subject to the provisions of the Plan, the Notice and these Standard Terms, the
Participant shall have no rights as a stockholder of the Corporation, no
dividend rights (except as expressly provided in Section 5 with respect to
dividend equivalent rights) and no voting rights with respect to Stock Units
awarded to the Participant and any shares of Common Stock underlying or issuable
in respect of such Stock Units until such shares of Common Stock are actually
issued to and held of record by the Participant. No adjustments will be made for
dividends or other rights of a holder for which the record date is prior to the
date of issuance of the stock certificate.

13.  NOTICES

Any notice to be given under the terms of this Award Agreement shall be in
writing and addressed to the Corporation at its principal office to the
attention of the Secretary, and to the Participant at the address last reflected
on the Corporation's payroll records, or at such other address as either party
may hereafter designate in writing to the other. Any such notice shall be
delivered in person or shall be enclosed in a properly sealed envelope addressed
as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government. Any such notice shall be given only
when received, but if the Participant is no longer employed by the Corporation
or a Subsidiary, shall be deemed to have been duly given five business days
after the date mailed in accordance with the foregoing provisions of this
Section 13.

14.  ARBITRATION

Any controversy arising out of or relating to this Award Agreement (including
these Standard Terms) and/or the Plan, their enforcement or interpretation, or
because of an alleged breach, default, or misrepresentation in connection with
any of their provisions, or any other controversy arising out of or related to
the Award, including, but not limited to, any state or federal statutory claims,
shall be submitted to arbitration in Orange County, California, before a sole
arbitrator selected from Judicial Arbitration and Mediation Services, Inc.,
Orange, California, or its successor ("JAMS"), or if JAMS is no longer able to
supply the arbitrator, such arbitrator shall be selected from the American
Arbitration Association, and shall be conducted in accordance with the
provisions of California Code of Civil Procedure Sections 1280 et seq. as the
exclusive forum for the resolution of such dispute; provided, however, that
provisional injunctive relief may, but need not, be sought by either party to
this Award Agreement in a court of law while arbitration proceedings are
pending, and any provisional injunctive relief granted by such court shall
remain effective until the matter is finally determined by the arbitrator. Final
resolution of any dispute through arbitration may include any remedy or relief
which the arbitrator deems just and equitable, including any and all remedies
provided by applicable state or federal statutes. At the conclusion of the
arbitration, the arbitrator shall issue a written decision that sets forth the
essential findings and conclusions upon which the arbitrator's award or decision
is based. Any award or relief granted by the arbitrator hereunder shall be final
and binding on the parties hereto and may be enforced by any court of competent
jurisdiction. The parties acknowledge and agree that they are hereby waiving any
rights to trial by jury in any action, proceeding or counterclaim brought by
either of the parties against the other in connection with any matter whatsoever
arising out of or in any way connected with any of the matters referenced in the
first sentence above. The parties agree that Corporation shall be responsible
for payment of the forum costs of any arbitration hereunder, including the
arbitrator's fee. The parties further agree that in any proceeding with respect
to such matters, each party shall bear its own attorney's fees and costs (other
than forum costs associated with the arbitration) incurred by it or him or her
in connection with the resolution of the dispute. By accepting the Award, the
Participant consents to all of the terms and conditions of this Award Agreement
(including, without limitation, this Section 14).


                                       5



15.  GOVERNING LAW

This Award Agreement, including these Standard Terms, shall be interpreted and
construed in accordance with the laws of the State of Delaware (without regard
to conflict of law principles thereunder) and applicable federal law.

16.  SEVERABILITY

If the arbitrator selected in accordance with Section 14 or a court of competent
jurisdiction determines that any portion of this Award Agreement (including
these Standard Terms) or the Plan is in violation of any statute or public
policy, then only the portions of this Award Agreement or the Plan, as
applicable, which are found to violate such statute or public policy shall be
stricken, and all portions of this Award Agreement and the Plan which are not
found to violate any statute or public policy shall continue in full force and
effect. Furthermore, it is the parties' intent that any order striking any
portion of this Award Agreement and/or the Plan should modify the stricken terms
as narrowly as possible to give as much effect as possible to the intentions of
the parties hereunder.

17.  ENTIRE AGREEMENT

This Award Agreement (including these Standard Terms) and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan and this Award Agreement may be amended pursuant to
Section 8.6 of the Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally waive any provision
hereof in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or
be construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

18.  SECTION HEADINGS

The section headings of this Award Agreement are for convenience of reference
only and shall not be deemed to alter or affect any provision hereof.


                                       6

                                                                    EXHIBIT 10.3

- --------------------------------------------------------------------------------
WESTERN(R)                                          WESTERN DIGITAL CORPORATION
DIGITAL                                             ID:  95-2657125
                                                    P.O. Box 19665
                                                    Lake Forest, CA 92630-7741
                                                    (949) 672-7000 x 27985/27986

NOTICE OF GRANT OF LONG-TERM CASH AWARD
AND LONG-TERM CASH AWARD AGREEMENT - EXECUTIVES



((FN))((MN))((LN))                AWARD NUMBER:  ((NBR))
((AD1))                           PLAN:          2004 Performance Incentive Plan
((AD2))                           ID:            ((ID))
((CTY)), ((ST)) ((Z))


- --------------------------------------------------------------------------------

Congratulations! Effective _________, 20__, you have been granted a Long-Term
Cash Award (a "CASH AWARD") of Western Digital Corporation. This Cash Award was
granted under the 2004 Performance Incentive Plan (the "PLAN").

TARGET CASH AWARD: $___________.

MEASUREMENT PERIOD COVERED BY GRANT: ______________ to ______________
("Measurement Period").

- --------------------------------------------------------------------------------

Your Cash Award is subject to the terms and conditions of this Notice, the
attached Standard Terms and Conditions for Long-Term Cash Award - Executives
(the "STANDARD TERMS") and the Plan. By accepting the award, you are agreeing to
the terms and provisions set forth in those documents. You should read the Plan
and the Standard Terms. The Standard Terms and the Plan are each incorporated
into (made a part of) this Notice by this reference. You do not have to accept
your award. If you do not agree to the terms of your award, you should promptly
return this Notice to the Western Digital Corporation Stock Plans Administrator.

A copy of the Plan and the Standard Terms have been provided to you. If you need
another copy of these documents, or if you would like to confirm that you have
the most recent version, please contact the Law Department.
- --------------------------------------------------------------------------------



                                                                    EXHIBIT 10.3

WESTERN(R)
DIGITAL

     Western Digital Corporation 20511 Lake Forest Drive
     Lake Forest, California 92630 Telephone 949 672-7000

                        STANDARD TERMS AND CONDITIONS FOR
                        LONG-TERM CASH AWARD - EXECUTIVES

1.      LONG-TERM CASH AWARD SUBJECT TO 2004 PERFORMANCE INCENTIVE PLAN

        The Long-Term Cash Award (the "CASH AWARD") referred to in the attached
Notice of Grant of Long-Term Cash Award and Long-Term Cash Award Agreement -
Executives (the "NOTICE") is awarded under the Western Digital Corporation (the
"CORPORATION") Amended and Restated 2004 Performance Incentive Plan (the
"PLAN"). The Cash Award is subject to the terms and provisions of the Notice,
these Standard Terms and Conditions for Long-Term Cash Award - Executives (these
"STANDARD TERMS"), and the Plan. To the extent any information in the Notice or
other information provided by the Corporation conflicts with the Plan and/or
these Standard Terms, then the Plan or these Standard Terms, as applicable,
shall control. To the extent any terms and provisions in these Standard Terms
conflict with the terms and provisions of the Plan, the Plan shall control. The
Notice and these Standard Terms, together, constitute the "AGREEMENT" with
respect to the Cash Award pursuant to Section 5.3 of the Plan. The holder of the
Cash Award is referred to herein as the "PARTICIPANT." Capitalized terms not
defined herein have the meanings set forth in the Plan.

2.      PERFORMANCE GOALS

        The Compensation Committee of the Board of Directors of the Corporation
(the "COMMITTEE") shall set one or more objective performance goals for
Participant for the Measurement Period, in accordance with Section 5.2 of the
Plan ("PERFORMANCE GOALS"). Upon determination by the Committee of the
Performance Goals, the Performance Goals for the Measurement Period shall be
attached as Exhibit A hereto.

3.      DETERMINATION AND PAYMENT OF CASH AWARD PAYMENT AMOUNT

        Within a reasonable period of time following the end of the Measurement
Period, the Committee shall determine, in accordance with the Performance Goals
and related criteria and methodology established by the Committee described on
Exhibit A hereto, the extent to which the Performance Goals have been achieved
and authorize the cash payment of an award, if any, to Participant (the "CASH
AWARD PAYMENT AMOUNT"). The Cash Award Payment Amount shall equal the dollar
amount of the Cash Award set forth on the Notice of Grant of Cash Performance
Award ("TARGET CASH AWARD") multiplied by a percentage that shall be determined
by the Committee in accordance with the Performance Goals and related criteria
and methodology described on Exhibit A hereto (the "CASH AWARD PERFORMANCE
PERCENTAGE"), subject to adjustment as described in this Agreement. Subject to
Sections 5 and 6 below, payment of the Cash Award Payment Amount shall be made
to Participant or, in the event of Participant's death, to Participant's legal
representative, as soon as practicable after the certification of awards by the
Committee (but no later than seventy-five days following completion of the
Measurement Period), net of amounts withheld in satisfaction of the requirements
of Section 8(b) below. THE CASH AWARD PERFORMANCE PERCENTAGE AND THE CASH AWARD
PAYMENT AMOUNT ARE SUBJECT TO ADJUSTMENT (WHICH MAY REDUCTION) AS PROVIDED IN
THIS AGREEMENT.

4.      TERMINATION AT PAYMENT OF CASH AWARD

        Unless terminated earlier under Section 5 below, a Participant's rights
under this Agreement with respect to the Cash Award awarded under this Agreement
shall terminate at the time any Cash Award Payment Amount is paid to Participant
or at such time that the Cash Award is no longer eligible to become paid, as
determined by the Administrator or the Committee.


                                       2



5.      TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL EVENTS

        (a) Termination of Employment. Subject to Section 7.2 or 7.3 of the Plan
and subject to adjustment as provided in Section 6 hereof, if the Participant
ceases to be employed by or to provide services to the Corporation and its
Subsidiaries (regardless of the reason for such termination, whether with or
without cause, voluntarily or involuntarily, or due to disability), the
Participant's Cash Award and any right to receive a Cash Award Payment Amount
shall terminate to the extent a Cash Award Payment Amount has not yet been
determined by the Committee as described in Section 3, as of the date the
Participant's employment or services terminate; provided, however, that in the
event of the Participant's death at a time when the Participant is employed by
or providing services to the Corporation or any of its Subsidiaries, a pro-rata
portion of the Cash Award Payment Amount shall be paid (equal to the Cash Award
Payment Amount that the Participant would have been entitled to had he or she
continued to be employed through the applicable payment date, multiplied by a
fraction the numerator of which is the number of days in the Measurement Period
that the Participant was employed by the Corporation or one of its Subsidiaries
prior to the Participant's death and the denominator of which is the total
number of days in the Measurement Period) to the Participant's legal
representative at the same time as Cash Award Payment Amounts are paid generally
with respect to the Measurement Period. The Administrator shall be the sole
judge, for purposes of the Cash Award, as to whether the Participant continues
to render services the Corporation or its Subsidiaries and the date, if any,
upon which such services shall be deemed to have terminated.

        (b) Change in Control Events. Notwithstanding Section 5(a), upon the
occurrence of a Change in Control Event (as defined in Section 7.3 of the Plan),
subject to Section 6 below and Participant then being an Eligible Person, the
Cash Award Payment Amount, based on a Cash Award Performance Percentage of 100%
(or such greater percentage as the Committee, in its sole discretion, may deem
appropriate in the circumstances), multiplied by the Target Cash Award shall
become payable hereunder to Participant. Such Cash Award Payment Amount (after
giving effect to the foregoing sentence) shall be paid, net of amounts withheld
in satisfaction of the requirements of Section 8(b) below, to Participant or, in
the event of Participant's death, to Participant's legal representative, as soon
as practicable following the Change in Control Event. Notwithstanding the
foregoing provisions, if the Change in Control Event giving rise to payment of
the Cash Award Payment Amount is not also a "change in control event" as such
term is defined under Section 409A of the Code ("Section 409A") and regulations
or other guidance promulgated thereunder, then payment with respect to the Cash
Award shall not be made until the end of the Measurement Period as originally
scheduled.

6.      ADJUSTMENTS; PERFORMANCE-BASED COMPENSATION

        (a) Adjustments. In determining the Cash Award Performance Percentage
and the Cash Award Payment Amount with respect to the Measurement Period, the
Committee may adjust the Performance Goals previously determined by the
Committee to the extent permitted pursuant to Section 5.2.2 of the Plan.

        (b) Reduction of Cash Award Payment Amount. Notwithstanding Section 3 or
any other term of this Agreement, the Committee may in its sole and absolute
discretion reduce the Cash Award Payment Amount, if the Committee determines
that such reduction is necessary or advisable due to current business conditions
or for any other reason, including the Committee's judgment that the Performance
Goals have become an inappropriate measure of achievement, a change in the
employment status, position or duties of the Participant, unsatisfactory
performance of the Participant, or the Participant's service for less than the
Measurement Period.

        (c) Performance-Based Compensation. Cash Awards are intended to be
Performance-Based Awards based on Business Criteria, as described in Section 5.2
of the Plan. Compensation attributable to the Agreement is intended to
constitute qualified performance-based compensation under Section 162(m) of the
Code and the regulations thereunder. This Agreement shall be construed and
administered by the Committee in a manner consistent with this intent.

7.      ACKNOWLEDGMENT OF NATURE OF PLAN AND CASH AWARDS

In accepting the Cash Award, Participant acknowledges that:

        (a) the Plan is established voluntarily by the Corporation, it is
discretionary in nature and may be modified, amended, suspended or terminated by
the Corporation at any time, as provided in the Plan;


                                       3



        (b) the Award of this Cash Award is voluntary and occasional and does
not create any contractual or other right to receive future awards of Cash
Awards, or benefits in lieu of Cash Awards even if Cash Awards have been awarded
repeatedly in the past;

        (c) all decisions with respect to future awards, if any, will be at the
sole discretion of the Corporation; and

        (d) Participant's participation in the Plan is voluntary.

8.      TAXES

        (a) Responsibility for Tax-Related Items. Regardless of any action the
Corporation or Participant's actual employer takes with respect to any or all
income tax (including federal, state and local taxes), social insurance, payroll
tax or other tax-related withholding ("TAX RELATED ITEMS"), Participant
acknowledges that the ultimate liability for all Tax Related Items legally due
by Participant is and remains Participant's responsibility and that the
Corporation and/or the Participant's actual employer (i) make no representations
or undertakings regarding the treatment of any Tax Related Items in connection
with any aspect of the Cash Award, including the grant of the Cash Award, the
determination of the Cash Award Payment Amount or the payment of the Cash Award
Payment Amount; and (ii) do not commit to structure the terms of the grant or
any aspect of the Cash Award to reduce or eliminate the Participant's liability
for Tax Related Items.

        (b) Withholding Taxes. The Corporation (or any of its Subsidiaries last
employing the Participant) shall be entitled to withhold from any Cash Award
Payment Amount an amount necessary to satisfy any withholding obligations of the
Corporation or any Subsidiary with respect to such payment.

9.      NONTRANSFERABILITY

        Prior to the time that a Cash Award Payment Amount is paid to
Participant, no Cash Award or right to receive a Cash Award Payment Amount, any
interest therein, nor any amount payable in respect thereof, may be sold,
assigned, transferred, pledged or otherwise disposed of, alienated or
encumbered, either voluntarily or involuntarily. The transfer restrictions in
the preceding sentence shall not apply to (a) transfers to the Corporation, or
(b) subject to Section 5(a), transfers by will or the laws of descent and
distribution.

10.     NO RIGHT TO EMPLOYMENT

        Nothing contained in this Agreement or the Plan constitutes an
employment or service commitment by the Corporation or any of its Subsidiaries,
affects the Participant's status, if he or she is an employee, as an employee at
will who is subject to termination without cause, confers upon the Participant
any right to remain employed by or in service to the Corporation or any
Subsidiary, interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment or service, or affects the
right of the Corporation or any Subsidiary to increase or decrease the
Participant's other compensation.

11.     ARBITRATION

        Any controversy arising out of or relating to this Agreement (including
these Standard Terms) and/or the Plan, their enforcement or interpretation, or
because of an alleged breach, default, or misrepresentation in connection with
any of their provisions, or any other controversy arising out of or related to
the Cash Award, including, but not limited to, any state or federal statutory
claims, shall be submitted to arbitration in Orange County, California, before a
sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc.,
Orange, California, or its successor ("JAMS"), or if JAMS is no longer able to
supply the arbitrator, such arbitrator shall be selected from the American
Arbitration Association, and shall be conducted in accordance with the
provisions of California Code of Civil Procedure Sections 1280 et seq. as the
exclusive forum for the resolution of such dispute; provided, however, that
provisional injunctive relief may, but need not, be sought by either party to
this Agreement in a court of law while arbitration proceedings are pending, and
any provisional injunctive relief granted by such court shall remain effective
until the matter is finally determined by the arbitrator. Final resolution of
any dispute through arbitration may include any remedy or relief which the
arbitrator deems just and equitable, including any and all remedies provided by
applicable state or federal statutes. At the conclusion of the arbitration, the
arbitrator shall issue a


                                       4



written decision that sets forth the essential findings and conclusions upon
which the arbitrator's award or decision is based. Any award or relief granted
by the arbitrator hereunder shall be final and binding on the parties hereto and
may be enforced by any court of competent jurisdiction. The parties acknowledge
and agree that they are hereby waiving any rights to trial by jury in any
action, proceeding or counterclaim brought by either of the parties against the
other in connection with any matter whatsoever arising out of or in any way
connected with any of the matters referenced in the first sentence above. The
parties agree that Corporation shall be responsible for payment of the forum
costs of any arbitration hereunder, including the arbitrator's fee. The parties
further agree that in any proceeding with respect to such matters, each party
shall bear its own attorney's fees and costs (other than forum costs associated
with the arbitration) incurred by it or him or her in connection with the
resolution of the dispute. By accepting the Cash Award, the Participant consents
to all of the terms and conditions of this Agreement (including, without
limitation, this Section 11).

12.     GOVERNING LAW

        This Agreement, including these Standard Terms, shall be interpreted and
construed in accordance with the laws of the State of Delaware (without regard
to conflict of law principles thereunder) and applicable federal law.

13.     DEFERRALS; CONSTRUCTION

        (a) To the extent permitted under the Corporation's Amended and Restated
Deferred Compensation Plan, as amended from time to time, Participant may elect
to defer receipt of any or all Cash Award Payment Amounts due hereunder. Such
election shall be made, and any such deferral shall be effected and
administered, in accordance with the Deferred Compensation Plan.

        (b) This Agreement shall be construed and interpreted to comply with
Section 409A. The Corporation reserves the right to amend this Agreement to the
extent it reasonably determines is necessary in order to preserve the intended
tax consequences of the Cash Award in light of Section 409A and any regulations
or other guidance promulgated thereunder.

14.     SEVERABILITY

        If the arbitrator selected in accordance with Section 11 or a court of
competent jurisdiction determines that any portion of this Agreement (including
these Standard Terms) or the Plan is in violation of any statute or public
policy, then only the portions of this Agreement or the Plan, as applicable,
which are found to violate such statute or public policy shall be stricken, and
all portions of this Agreement and the Plan which are not found to violate any
statute or public policy shall continue in full force and effect. Furthermore,
it is the parties' intent that any order striking any portion of this Agreement
and/or the Plan should modify the stricken terms as narrowly as possible to give
as much effect as possible to the intentions of the parties hereunder.

15.     ENTIRE AGREEMENT

        This Agreement (including these Standard Terms) and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan and this Agreement may be amended pursuant to Section
8.6 of the Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally waive any provision
hereof in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or
be construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

16.     SECTION HEADINGS

        The section headings of this Agreement are for convenience of reference
only and shall not be deemed to alter or affect any provision hereof.


                                       5



                                                                    EXHIBIT 10.3

                                    EXHIBIT A

                        LONG-TERM CASH AWARD - EXECUTIVES
                                PERFORMANCE GOALS


[Performance Goals shall be expressed in terms of one or more of the following
corporate measures (or such other measures that may be defined as "Business
Criteria" pursuant to the Plan): earnings per share, cash flow (which means cash
and cash equivalents derived from either net cash flow from operations or net
cash flow from operations, financing and investing activities), total
stockholder return, gross revenue, revenue growth, operating income (before or
after taxes), net earnings (before or after interest, taxes, depreciation and/or
amortization), return on equity or on assets or on net investment, cost
containment or reduction, or any combination thereof. Each such Performance Goal
may be expressed on an absolute and/or relative basis, may employ comparisons
with past performance of the Corporation (including one or more divisions)
and/or the current or past performance of other companies, and in the case of
earnings-based measures, may employ comparisons to capital, stockholders' equity
and shares outstanding.]





                                      A-1

                                                                    EXHIBIT 10.4

- --------------------------------------------------------------------------------
WESTERN(R)                                          WESTERN DIGITAL CORPORATION
DIGITAL                                             ID:  95-2657125
                                                    P.O. Box 19665
                                                    Lake Forest, CA 92630-7741
                                                    (949) 672-7000 x 27985/27986

NOTICE OF GRANT OF LONG-TERM CASH AWARD
AND LONG-TERM CASH AWARD AGREEMENT - EMPLOYEES

((FN))((MN))((LN))                AWARD NUMBER:  ((NBR))
((AD1))                           PLAN:          2004 Performance Incentive Plan
((AD2))                           ID:            ((ID))
((CTY)), ((ST)) ((Z))


- --------------------------------------------------------------------------------
Congratulations! Effective _________, 20__, you have been granted a Long-Term
Cash Award (a "CASH AWARD") of Western Digital Corporation. This Cash Award was
granted under the 2004 Performance Incentive Plan (the "PLAN").

TARGET CASH AWARD: $___________.

MEASUREMENT PERIOD COVERED BY GRANT: ____________ to ____________ ("Measurement
Period").


- --------------------------------------------------------------------------------


Your Cash Award is subject to the terms and conditions of this Notice, the
attached Standard Terms and Conditions for Long-Term Cash Award - Employees (the
"STANDARD TERMS") and the Plan. By accepting the award, you are agreeing to the
terms and provisions set forth in those documents. You should read the Plan and
the Standard Terms. The Standard Terms and the Plan are each incorporated into
(made a part of) this Notice by this reference. You do not have to accept your
award. If you do not agree to the terms of your award, you should promptly
return this Notice to the Western Digital Corporation Stock Plans Administrator.

A copy of the Plan and the Standard Terms have been provided to you. If you need
another copy of these documents, or if you would like to confirm that you have
the most recent version, please contact the Law Department.
- --------------------------------------------------------------------------------



                                                                    EXHIBIT 10.4

WESTERN(R)
DIGITAL

        Western Digital Corporation 20511 Lake Forest Drive
        Lake Forest, California 92630   Telephone 949 672-7000


                        STANDARD TERMS AND CONDITIONS FOR
                        LONG-TERM CASH AWARD - EMPLOYEES

1.      LONG-TERM CASH AWARD SUBJECT TO 2004 PERFORMANCE INCENTIVE PLAN

        The Long-Term Cash Award (the "CASH AWARD") referred to in the attached
Notice of Grant of Long-Term Cash Award and Long-Term Cash Award Agreement -
Employees (the "NOTICE") is awarded under the Western Digital Corporation (the
"CORPORATION") Amended and Restated 2004 Performance Incentive Plan (the
"PLAN"). The Cash Award is subject to the terms and provisions of the Notice,
these Standard Terms and Conditions for Long-Term Cash Award - Employees (these
"STANDARD TERMS"), and the Plan. To the extent any information in the Notice or
other information provided by the Corporation conflicts with the Plan and/or
these Standard Terms, then the Plan or these Standard Terms, as applicable,
shall control. To the extent any terms and provisions in these Standard Terms
conflict with the terms and provisions of the Plan, the Plan shall control. The
Notice and these Standard Terms, together, constitute the "AGREEMENT" with
respect to the Cash Award pursuant to Section 5.3 of the Plan. The holder of the
Cash Award is referred to herein as the "PARTICIPANT." Capitalized terms not
defined herein have the meanings set forth in the Plan.

2.      PERFORMANCE GOALS

        The Compensation Committee of the Board of Directors of the Corporation
(the "COMMITTEE") shall set one or more objective performance goals for
Participant for the Measurement Period, in accordance with Section 5.2 of the
Plan ("PERFORMANCE GOALS"). Upon determination by the Committee of the
Performance Goals, the Performance Goals for the Measurement Period shall be
attached as Exhibit A hereto.

3.      DETERMINATION AND PAYMENT OF CASH AWARD PAYMENT AMOUNT

        Within a reasonable period of time following the end of the Measurement
Period, the Committee shall determine, in accordance with the Performance Goals
and related criteria and methodology established by the Committee described on
Exhibit A hereto, the extent to which the Performance Goals have been achieved
and authorize the cash payment of an award, if any, to Participant (the "CASH
AWARD PAYMENT AMOUNT"). The Cash Award Payment Amount shall equal the dollar
amount of the Cash Award set forth on the Notice of Grant of Cash Performance
Award ("TARGET CASH AWARD") multiplied by a percentage that shall be determined
by the Committee in accordance with the Performance Goals and related criteria
and methodology described on Exhibit A hereto (the "CASH AWARD PERFORMANCE
PERCENTAGE"), subject to adjustment as described in this Agreement. Subject to
Sections 5 and 6 below, payment of the Cash Award Payment Amount shall be made
to Participant or, in the event of Participant's death, to Participant's legal
representative, as soon as practicable after the certification of awards by the
Committee (but no later than seventy-five days following completion of the
Measurement Period), net of amounts withheld in satisfaction of the requirements
of Section 8(b) below. THE CASH AWARD PERFORMANCE PERCENTAGE AND THE CASH AWARD
PAYMENT AMOUNT ARE SUBJECT TO ADJUSTMENT (WHICH MAY REDUCTION) AS PROVIDED IN
THIS AGREEMENT.

4.      TERMINATION AT PAYMENT OF CASH AWARD

        Unless terminated earlier under Section 5 below, a Participant's rights
under this Agreement with respect to the Cash Award awarded under this Agreement
shall terminate at the time any Cash Award Payment Amount is paid to Participant
or at such time that the Cash Award is no longer eligible to become paid, as
determined by the Administrator or the Committee.


                                       2



5.      TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL EVENTS

        Subject to Section 7.2 or 7.3 of the Plan and subject to adjustment as
provided in Section 6 hereof, if the Participant ceases to be employed by or to
provide services to the Corporation and its Subsidiaries (regardless of the
reason for such termination, whether with or without cause, voluntarily or
involuntarily, or due to disability), the Participant's Cash Award and any right
to receive a Cash Award Payment Amount shall terminate to the extent a Cash
Award Payment Amount has not yet been determined by the Committee as described
in Section 3, as of the date the Participant's employment or services terminate;
provided, however, that in the event of the Participant's death at a time when
the Participant is employed by or providing services to the Corporation or any
of its Subsidiaries, a pro-rata portion of the Cash Award Payment Amount shall
be paid (equal to the Cash Award Payment Amount that the Participant would have
been entitled to had he or she continued to be employed through the applicable
payment date, multiplied by a fraction the numerator of which is the number of
days in the Measurement Period that the Participant was employed by the
Corporation or one of its Subsidiaries prior to the Participant's death and the
denominator of which is the total number of days in the Measurement Period) to
the Participant's legal representative at the same time as Cash Award Payment
Amounts are paid generally with respect to the Measurement Period. The
Administrator shall be the sole judge, for purposes of the Cash Award, as to
whether the Participant continues to render services the Corporation or its
Subsidiaries and the date, if any, upon which such services shall be deemed to
have terminated.

6.      ADJUSTMENTS; PERFORMANCE-BASED COMPENSATION

        (a) Adjustments. In determining the Cash Award Performance Percentage
and the Cash Award Payment Amount with respect to the Measurement Period, the
Committee may adjust the Performance Goals previously determined by the
Committee to the extent permitted pursuant to Section 5.2.2 of the Plan.

        (b) Reduction of Cash Award Payment Amount. Notwithstanding Section 3 or
any other term of this Agreement, the Committee may in its sole and absolute
discretion reduce the Cash Award Payment Amount, if the Committee determines
that such reduction is necessary or advisable due to current business conditions
or for any other reason, including the Committee's judgment that the Performance
Goals have become an inappropriate measure of achievement, a change in the
employment status, position or duties of the Participant, unsatisfactory
performance of the Participant, or the Participant's service for less than the
Measurement Period.

        (c) Performance-Based Compensation. Cash Awards are intended to be
Performance-Based Awards based on Business Criteria, as described in Section 5.2
of the Plan. Compensation attributable to the Agreement is intended to
constitute qualified performance-based compensation under Section 162(m) of the
Code and the regulations thereunder. This Agreement shall be construed and
administered by the Committee in a manner consistent with this intent.

7.      ACKNOWLEDGMENT OF NATURE OF PLAN AND CASH AWARDS

In accepting the Cash Award, Participant acknowledges that:

        (a) the Plan is established voluntarily by the Corporation, it is
discretionary in nature and may be modified, amended, suspended or terminated by
the Corporation at any time, as provided in the Plan;

        (b) the Award of this Cash Award is voluntary and occasional and does
not create any contractual or other right to receive future awards of Cash
Awards, or benefits in lieu of Cash Awards even if Cash Awards have been awarded
repeatedly in the past;

        (c) all decisions with respect to future awards, if any, will be at the
sole discretion of the Corporation; and

        (d) Participant's participation in the Plan is voluntary.


                                       3



8.      TAXES

        (a) Responsibility for Tax-Related Items. Regardless of any action the
Corporation or Participant's actual employer takes with respect to any or all
income tax (including federal, state and local taxes), social insurance, payroll
tax or other tax-related withholding ("TAX RELATED ITEMS"), Participant
acknowledges that the ultimate liability for all Tax Related Items legally due
by Participant is and remains Participant's responsibility and that the
Corporation and/or the Participant's actual employer (i) make no representations
or undertakings regarding the treatment of any Tax Related Items in connection
with any aspect of the Cash Award, including the grant of the Cash Award, the
determination of the Cash Award Payment Amount or the payment of the Cash Award
Payment Amount; and (ii) do not commit to structure the terms of the grant or
any aspect of the Cash Award to reduce or eliminate the Participant's liability
for Tax Related Items.

        (b) Withholding Taxes. The Corporation (or any of its Subsidiaries last
employing the Participant) shall be entitled to withhold from any Cash Award
Payment Amount an amount necessary to satisfy any withholding obligations of the
Corporation or any Subsidiary with respect to such payment.

9.      NONTRANSFERABILITY

        Prior to the time that a Cash Award Payment Amount is paid to
Participant, no Cash Award or right to receive a Cash Award Payment Amount, any
interest therein, nor any amount payable in respect thereof, may be sold,
assigned, transferred, pledged or otherwise disposed of, alienated or
encumbered, either voluntarily or involuntarily. The transfer restrictions in
the preceding sentence shall not apply to (a) transfers to the Corporation, or
(b) subject to Section 5, transfers by will or the laws of descent and
distribution.

10.     NO RIGHT TO EMPLOYMENT

        Nothing contained in this Agreement or the Plan constitutes an
employment or service commitment by the Corporation or any of its Subsidiaries,
affects the Participant's status, if he or she is an employee, as an employee at
will who is subject to termination without cause, confers upon the Participant
any right to remain employed by or in service to the Corporation or any
Subsidiary, interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment or service, or affects the
right of the Corporation or any Subsidiary to increase or decrease the
Participant's other compensation.

11.     ARBITRATION

        Any controversy arising out of or relating to this Agreement (including
these Standard Terms) and/or the Plan, their enforcement or interpretation, or
because of an alleged breach, default, or misrepresentation in connection with
any of their provisions, or any other controversy arising out of or related to
the Cash Award, including, but not limited to, any state or federal statutory
claims, shall be submitted to arbitration in Orange County, California, before a
sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc.,
Orange, California, or its successor ("JAMS"), or if JAMS is no longer able to
supply the arbitrator, such arbitrator shall be selected from the American
Arbitration Association, and shall be conducted in accordance with the
provisions of California Code of Civil Procedure Sections 1280 et seq. as the
exclusive forum for the resolution of such dispute; provided, however, that
provisional injunctive relief may, but need not, be sought by either party to
this Agreement in a court of law while arbitration proceedings are pending, and
any provisional injunctive relief granted by such court shall remain effective
until the matter is finally determined by the arbitrator. Final resolution of
any dispute through arbitration may include any remedy or relief which the
arbitrator deems just and equitable, including any and all remedies provided by
applicable state or federal statutes. At the conclusion of the arbitration, the
arbitrator shall issue a written decision that sets forth the essential findings
and conclusions upon which the arbitrator's award or decision is based. Any
award or relief granted by the arbitrator hereunder shall be final and binding
on the parties hereto and may be enforced by any court of competent
jurisdiction. The parties acknowledge and agree that they are hereby waiving any
rights to trial by jury in any action, proceeding or counterclaim brought by
either of the parties against the other in connection with any matter whatsoever
arising out of or in any way connected with any of the matters referenced in the
first sentence above. The parties agree that Corporation shall be responsible
for payment of the forum costs of any arbitration hereunder, including the
arbitrator's fee. The parties further agree that in any proceeding with respect
to such matters, each party shall bear its own attorney's fees and costs (other
than forum costs associated with the arbitration) incurred by it or him or her
in connection with the resolution of the dispute. By


                                       4



accepting the Cash Award, the Participant consents to all of the terms and
conditions of this Agreement (including, without limitation, this Section 11).

12.     GOVERNING LAW

        This Agreement, including these Standard Terms, shall be interpreted and
construed in accordance with the laws of the State of Delaware (without regard
to conflict of law principles thereunder) and applicable federal law.

13.     DEFERRALS; CONSTRUCTION

        (a) To the extent permitted under the Corporation's Amended and Restated
Deferred Compensation Plan, as amended from time to time, Participant may elect
to defer receipt of any or all Cash Award Payment Amounts due hereunder. Such
election shall be made, and any such deferral shall be effected and
administered, in accordance with the Deferred Compensation Plan.

        (b) This Agreement shall be construed and interpreted to comply with
Section 409A. The Corporation reserves the right to amend this Agreement to the
extent it reasonably determines is necessary in order to preserve the intended
tax consequences of the Cash Award in light of Section 409A and any regulations
or other guidance promulgated thereunder.

14.     SEVERABILITY

        If the arbitrator selected in accordance with Section 11 or a court of
competent jurisdiction determines that any portion of this Agreement (including
these Standard Terms) or the Plan is in violation of any statute or public
policy, then only the portions of this Agreement or the Plan, as applicable,
which are found to violate such statute or public policy shall be stricken, and
all portions of this Agreement and the Plan which are not found to violate any
statute or public policy shall continue in full force and effect. Furthermore,
it is the parties' intent that any order striking any portion of this Agreement
and/or the Plan should modify the stricken terms as narrowly as possible to give
as much effect as possible to the intentions of the parties hereunder.

15.     ENTIRE AGREEMENT

        This Agreement (including these Standard Terms) and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan and this Agreement may be amended pursuant to Section
8.6 of the Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally waive any provision
hereof in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or
be construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

16.     SECTION HEADINGS

        The section headings of this Agreement are for convenience of reference
only and shall not be deemed to alter or affect any provision hereof.


                                       5



                                                                    EXHIBIT 10.4

                                    EXHIBIT A

                        LONG-TERM CASH AWARD - EMPLOYEES
                                PERFORMANCE GOALS

[Performance Goals shall be expressed in terms of one or more of the following
corporate measures (or such other measures that may be defined as "Business
Criteria" pursuant to the Plan): earnings per share, cash flow (which means cash
and cash equivalents derived from either net cash flow from operations or net
cash flow from operations, financing and investing activities), total
stockholder return, gross revenue, revenue growth, operating income (before or
after taxes), net earnings (before or after interest, taxes, depreciation and/or
amortization), return on equity or on assets or on net investment, cost
containment or reduction, or any combination thereof. Each such Performance Goal
may be expressed on an absolute and/or relative basis, may employ comparisons
with past performance of the Corporation (including one or more divisions)
and/or the current or past performance of other companies, and in the case of
earnings-based measures, may employ comparisons to capital, stockholders' equity
and shares outstanding.]



                                       A-1

                                                                    EXHIBIT 10.5

                           WESTERN DIGITAL CORPORATION
                            EXECUTIVE SEVERANCE PLAN

1.      PURPOSE

        The purpose of the Plan is to provide severance benefits to certain
Executives whose employment with the Company or a Subsidiary terminates under
certain circumstances as described more fully herein.

2.      EFFECTIVE DATE

        All of the policies and practices of the Company and its Subsidiaries
regarding severance benefits or similar payments upon employment termination
with respect to Executives in the United States, other than written employment,
separation or equity award agreements with the Company or a Subsidiary that
provide severance benefits or the Company's Amended and Restated Change of
Control Severance Plan, are hereby superseded by the Plan, which shall be known
as the Western Digital Corporation Executive Severance Plan, effective as of the
Effective Date.

3.      DEFINITIONS

        3.1 "Administrator" means the Committee or any delegate of such
committee acting within the authority delegated to it pursuant to Section 9.1.

        3.2 "Base Pay" means the employee's wages earned on a monthly basis,
determined as of the employment termination date, excluding bonuses and
commissions.

        3.3 "Cause" means the occurrence or existence of any of the following
with respect to an Executive:

                (a) the Executive's conviction by, or entry of a plea of guilty
        or nolo contendere in, a court of competent jurisdiction for any crime
        involving moral turpitude or any felony punishable by imprisonment in
        the jurisdiction involved;

                (b) whether prior or subsequent to the Effective Date, the
        Executive's willful engaging in dishonest or fraudulent actions or
        omissions;

                (c) failure or refusal to perform his or her duties as
        reasonably required by the Company and/or a Subsidiary that employs the
        Executive;

                (d) negligence, insubordination, violation by the Executive of
        any duty (of loyalty or otherwise) owed to the Company and/or a
        Subsidiary, or any other misconduct on the part of the Executive;

                (e) repeated non-prescription use of any controlled substance,
        or the repeated use of alcohol or any other non-controlled substance
        which in the Administrator's (or its delegate's or delegates')
        reasonable determination interferes with the Executive's service as an
        officer or employee of the Company and/or a Subsidiary;



                (f) sexual harassment by the Executive that has been reasonably
        substantiated and investigated;

                (g) involvement in activities representing conflicts of interest
        with the Company and/or a Subsidiary;

                (h) improper disclosure of confidential information;

                (i) conduct endangering, or likely to endanger, the health or
        safety of another employee;

                (j) falsifying or misrepresenting information on the records of
        the Company and/or a Subsidiary;

                (k) the Executive's physical destruction or theft of substantial
        property or assets of the Company and/or a Subsidiary;

                (l) breach of any policy of, or agreement with, the Company
        and/or a Subsidiary applicable to the Executive or to which the
        Executive is otherwise bound.

        Review of any determination that a termination is for Cause shall be by
the Administrator, in its sole and exclusive judgment and discretion, in
accordance with the provisions of Section 8 herein.

        3.4 "Code" means the United States Internal Revenue Code of 1986, as
amended.

        3.5 "Committee" means the Compensation Committee of the Board of
Directors of the Company.

        3.6 "Company" means Western Digital Corporation, a Delaware corporation.

        3.7 "Effective Date" means February 16, 2006.

        3.8 "Eligible Employee" means any person classified by the Company or a
Subsidiary, in its sole discretion, as a non-temporary, full-time or part-time,
salaried or hourly employee (specifically excluding any individual who is not
classified by the Company or a Subsidiary as a common law employee, such as an
independent contractor or an individual working through a third-party provider,
such as Kelly Services, without regard to the characterization or
recharacterization of such individual's status by any court or governmental
agency), who is paid from the United States payroll of the Company or a
Subsidiary; provided, however, that in no event shall any employee who as of the
Effective Date is a party to a written employment agreement with the Company or
a Subsidiary (other than an agreement providing for at-will employment by the
Company or a Subsidiary and for no specified term) be an Eligible Employee.

        3.9 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.



        3.10 "Executive" means an Eligible Employee who has been designated by
the Board or the Committee as a Tier I Executive, Tier II Executive or Tier III
Executive for purposes of participation in the Plan.

        3.11 "Participant" means an Executive who is entitled, based on the
provisions hereof, to severance benefits under Section 6.

        3.12 "Plan" means this Western Digital Corporation Executive Severance
Plan, as set forth in this instrument as it may be amended from time to time.

        3.13 "Service Date" means the first date of employment or adjusted date
of employment if rehired with the Company or a Subsidiary.

        3.14 "Subsidiary" means any corporation or other entity a majority of
whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.

4.      TERM

        The Plan shall commence on the Effective Date and shall continue in
effect through December 31, 2008; provided, however, that on December 31, 2006
and each anniversary of such date thereafter, the term of the Plan shall extend
automatically for one additional year, unless the Committee (or the Board)
causes the Company to deliver written notice prior to the end of such term (or
extended term, as applicable) to each Executive then covered by the Plan that
the term of the Plan will not be extended (or further extended, as the case may
be), and if such notice is timely given the Plan shall terminate at the end of
the term then in progress.

5.      PARTICIPATION

        Upon approval of the Plan, the Committee shall designate the Executives
initially covered by the Plan. The Committee may, from time to time, designate
additional Eligible Employees as Executives for purposes of participation in the
Plan; provided that the Committee shall limit the group of all persons eligible
to participate in the Plan to a "select group of management or highly
compensated employees" within the meaning of 29 C.F.R. 2520-104-23 or any
similar successor provision. The Committee may, in its sole discretion, remove
an Executive from participation in the Plan and from time to time approve
modifications to the Tier to which one or more Executives have been designated.

6.      SEVERANCE BENEFITS

        6.1 Severance Benefits to Executives. An Executive whose employment with
the Company or a Subsidiary is terminated by the Company or such Subsidiary, as
applicable, without Cause and who meets the departure conditions described in
Section 7 shall become a Participant under the Plan and entitled to the benefits
set forth in this Section 6. The severance benefits provided under Sections 6.2,
6.3, 6.5 and 6.6 of the Plan shall be the obligations of, and shall be provided
to the Executive by, the entity (the Company or a Subsidiary, as applicable)
that employs the Executive immediately prior to the Executive's termination of
employment. For



avoidance of doubt, in no event shall an Executive become entitled to or receive
any payment hereunder if the Executive's employment with the Company or a
Subsidiary is terminated voluntarily by the Executive (for any reason), by the
Company or a Subsidiary, as applicable, for Cause, or on account of the
Executive's death or disability (as defined in Section 105(d)(4) of the Code).
Notwithstanding anything else contained herein to the contrary, an Executive
shall not be deemed to have terminated employment if his or her employment by
the Company or a Subsidiary terminates but he or she continues as an employee of
the Company or another Subsidiary.

        6.2 Salary Continuation Payments. A Participant shall receive a
severance payment equal to the Participant's monthly rate of Base Pay multiplied
by the number of months set forth below:

                (a) Tier I Executive: 24 months

                (b) Tier II Executive: 18 months

                (c) Tier III Executive: 12 months

        The severance payment shall be paid in one lump-sum cash payment within
thirty (30) days of the Participant's compliance with all provisions of Section
7.

        6.3 Bonus. A Participant shall receive a payment equal to a pro-rata
portion of the Participant's bonus opportunity under the Company's (or a
Subsidiary's) bonus program in which the Participant participates for the bonus
cycle in which the Participant's date of termination occurs (with such pro-rata
portion based on the number of days in the applicable bonus cycle during which
the Participant was employed (not to exceed six (6) months) and assuming 100% of
the performance target(s) subject to the bonus award are met regardless of
actual funding by the Company or a Subsidiary). The payment shall be paid in one
lump-sum cash payment within thirty (30) days of the Participant's compliance
with all provisions of Section 7.

        6.4 Equity Awards. Notwithstanding anything in the applicable stock
incentive plan and/or award agreement to the contrary, upon a Participant's
termination of employment, the Participant's then outstanding stock options and
restricted stock or stock unit awards that are subject to time-based vesting
will vest and become exercisable or payable, as applicable, as if the
Participant had remained employed with the Company or a Subsidiary for an
additional six (6) months. For avoidance of doubt, the foregoing is not intended
to apply to any equity awards held by the Participant that are subject to
performance-based vesting or to supersede any more favorable provision in any
stock incentive plan and/or award agreement regarding accelerated vesting in the
event of the Participant's termination of employment. Notwithstanding anything
to the contrary herein, the post-termination exercisability of the Participant's
then outstanding stock options shall continue to be governed by the stock
incentive plan and stock option agreement applicable to such options.



        6.5 Outplacement Services. A Participant shall be eligible for
outplacement services, provided by a vendor chosen by the Company or applicable
Subsidiary and at the Company's or applicable Subsidiary's expense, after the
Participant's termination of employment for up to the number of months set forth
below:

                (a) Tier I Executive: 12 months

                (b) Tier II Executives: 12 months

                (c) Tier III Executive: 12 months

        6.6 Continued Health Care Coverage. If the Participant elects COBRA
continuation coverage within the applicable election period, the Company or
applicable Subsidiary shall make the applicable COBRA premium payments following
the expiration of the Participant's company-provided medical, dental, and/or
vision coverage existing as of the Participant's termination date for the number
of months set forth below:

                (a) Tier I Executive: 24 months

                (b) Tier II Executives: 18 months

                (c) Tier III Executive: 12 months

        Notwithstanding anything in the Plan to the contrary, there shall be no
obligation to make such COBRA premium payments on behalf of any Participant if
the Participant otherwise becomes eligible for equivalent coverage under another
employer's plan.

7.      CONDITIONS TO SEVERANCE BENEFITS

        7.1 Release. Notwithstanding anything to the contrary contained herein,
the Company's or applicable Subsidiary's obligation to pay benefits to a
Participant under Section 6 is subject to the condition precedent that the
Participant execute a valid and effective release of any and all claims in a
form and manner acceptable to the Company, and such release is received by the
Company no earlier than, and no later than fourteen (14) days (or such other
period as required by law) after, the Participant's termination date and is not
revoked by the Participant (pursuant to any revocation rights afforded by
applicable law) or otherwise rendered unenforceable by the Participant.
Notwithstanding anything else contained herein to the contrary, the Company or
applicable Subsidiary will have no obligation to pay any benefit to the
Participant under the Plan unless and until that Participant's release (in such
form) has been fully executed by the Participant (and the Participant's spouse,
to the extent required by the Company), has been received by the Company, and
has become effective and irrevocable by the Participant.

        7.2 Departure and Entitlement Procedure. As a condition to becoming a
Participant and receiving the severance benefits described in Section 6, the
Executive must return and deliver to the Administrator or his or her designee
all Company and Subsidiary property within seven (7) days of the Executive's
termination date. In addition, except as otherwise provided by



the Company, if an Executive resigns prior to his/her scheduled termination
date, then he/she shall not be entitled to any severance payments or any other
severance benefits provided herein.

        7.3 Offsets. Except as expressly provided below, a Participant shall not
be required to mitigate the amount of any payments provided for by the Plan by
seeking employment or otherwise, nor shall the amount of any cash payments or
benefits provided under the Plan be reduced by any compensation or benefits
earned by the Participant after his or her termination of employment with the
Company or applicable Subsidiary. All severance payments under the Plan shall be
subject to legal deductions, and the Company and/or applicable Subsidiary
reserves the right to offset the benefits payable under the Plan by any advanced
monies the Participant owes the Company or a Subsidiary. The benefits and
amounts payable under the Plan shall be reduced (but not below zero) by any
severance pay or benefits to which a Participant is or becomes entitled under
any other severance pay plan, policy, agreement or arrangement. In addition, in
no event shall a Participant become entitled to a duplication of benefits under
the Plan and any other severance plan or program of the Company or a Subsidiary.
Without limiting the generality of the foregoing, in no event shall a
Participant receive benefits under the Plan in connection with his her
termination of employment if such Participant is entitled to benefits under the
Company's Amended and Restated Change of Control Severance Plan in connection
with such termination of employment. Notwithstanding any provision of the Plan
to the contrary, to the extent that any Participant is entitled to any period of
paid notice under Federal or state law including, but not limited to, the Worker
Adjustment Retraining Notification Act, 29 U.S.C. Sections 2101 et seq., the
benefits and amounts payable under the Plan shall be reduced (but not below
zero) by the Base Pay received by the Participant during the period of such paid
notice.

        7.4 Limitation On Employee Rights. The Plan shall not give any employee
the right to be retained in the service of the Company or to interfere with or
restrict the right of the Company or applicable Subsidiary to discharge any
employee at any time, with or without Cause.

8.      RESOLUTION OF DISPUTES

        8.1 Claim. If a Participant or any other individual (herein referred to
as a "Claimant") believes that benefits under the Plan are being wrongfully
denied, that the Plan is not being operated properly, that fiduciaries of the
Plan have breached their duties, or that the Claimant's legal rights are being
violated with respect to the Plan, the Claimant must file a formal claim with
the Administrator. Any such claim for benefits must be filed in writing within
90 days of the date upon which the Participant first knew or should have known
the facts upon which the claim is based.

        8.2 Claim Decision. If any claim for benefits under the Plan is denied,
in whole or in part, the Claimant shall be so notified by the Administrator
within thirty (30) calendar days of the date such person's claim is delivered to
the Administrator. At the same time, the Administrator shall notify the Claimant
of his or her right to a review by the Administrator and shall set forth, in a
manner calculated to be understood by the Claimant, specific reasons for such
decision, specific references to pertinent Plan provisions on which the decision
is based, a description of any additional material or information necessary for
the Claimant to perfect his or her request for



review, an explanation of why such material or information is necessary, and an
explanation of the Plan's review procedure.

        8.3 Request for Review. Any Claimant or duly authorized representative
may appeal from such decision by submitting to the Administrator within sixty
(60) calendar days after the date of such notice of its decision a written
statement:

                (a) requesting a review of the claim for benefits by the
        Administrator;

                (b) setting forth all of the grounds upon which the request for
        review is based and any facts in support thereof; and

                (c) setting forth any issues or comments which the Claimant
        deems relevant to the claim.

        The Administrator shall act upon such appeal within sixty (60) calendar
days after the latter of receipt of the Claimant's request for review by it or
receipt of all additional materials reasonably requested by it from such
Claimant.

        8.4 Review of Decision. The Administrator shall make a full and fair
review of an appeal and all written materials submitted by the Claimant in
connection therewith and may require the Claimant to submit, within ten (10)
calendar days of written notice by the Administrator, such additional facts,
documents or other evidence as the Administrator, in its sole discretion, deems
necessary or advisable in making such a review. On the basis of its review, the
Administrator shall make an independent determination of the Claimant's
eligibility for an allowance and the amount of such allowance, if any, under
this Plan. The decision of the Administrator on any appeal shall be final and
conclusive upon all persons if supported by substantial evidence in the record.

        8.5 Denial on Review. If on review of a decision, the Administrator
denies a claim in whole or in part, it shall give written notice of its decision
to the Claimant setting forth, in a manner calculated to be understood by the
Claimant, the specific reasons for such denial and specific references to the
pertinent Plan provisions on which its decision was based. If a Claimant
believes that the Administrator's determination on appeal is incorrect, the
Claimant or duly authorized representative may invoke the arbitration procedures
described in Section 8.6 or file suit related to such determination; provided
that any legal action must be taken by the Claimant within ninety (90) days
after the date upon which the Administrator's written decision on review was
sent to the Claimant.

        8.6 Arbitration. A Claimant who has followed the procedures in Sections
8.1 through 8.5, but who has not obtained full relief on his or her claim for
benefits, may, within ninety (90) days following his or her receipt of the
Administrator's written decision on review pursuant to Section 8.5, apply in
writing to the Administrator for expedited and binding arbitration of his or her
claim in Orange County, California, before a sole arbitrator selected from
Judicial Arbitration and Mediation Services, Inc., Orange County, California, or
its successor ("JAMS"), or if JAMS is no longer able to supply the arbitrator,
such arbitrator shall be selected from the American



Arbitration Association, and shall be conducted in accordance with the
provisions of California Code of Civil Procedure Sections 1280 et seq. as the
exclusive forum for the resolution of such dispute. Pursuant to California Code
of Civil Procedure Section 1281.8, provisional injunctive relief may, but need
not, be sought by the Company, a Subsidiary or an Executive in a court of law
while arbitration proceedings are pending, and any provisional injunctive relief
granted by such court shall remain effective until the matter is finally
determined by the Arbitrator. Final resolution of any dispute through
arbitration may include any remedy or relief which the Arbitrator deems just and
equitable, including any and all remedies provided by applicable state or
federal statutes. At the conclusion of the arbitration, the Arbitrator shall
issue a written decision that sets forth the essential findings and conclusions
upon which the Arbitrator's award or decision is based. Any award or relief
granted by the Arbitrator hereunder shall be final and binding on the parties
hereto and may be enforced by any court of competent jurisdiction. Any rights to
trial by jury in any action, proceeding or counterclaim brought by any of the
Company, a Subsidiary or an Executive in connection with any matter whatsoever
arising out of or in any way connected with the Plan are hereby waived. The
Company or applicable Subsidiary shall be responsible for payment of the forum
costs of any arbitration hereunder, including the Arbitrator's fee. In any
proceeding to enforce the terms of the Plan, the prevailing party shall be
entitled to its or his reasonable attorneys' fees and costs (other than forum
costs associated with the arbitration) incurred by it or him in connection with
resolution of the dispute in addition to any other relief granted.

        8.7 Legal Fees and Expenses. If any dispute arises between the parties
with respect to the interpretation or performance of the Plan, the prevailing
party in any arbitration or proceeding shall be entitled to recover from the
other party its attorneys' fees, arbitration or court costs and other expenses
incurred in connection with any such proceeding. Amounts, if any, paid to the
Executive under this Section 8.7 shall be in addition to all other amounts due
to the Executive pursuant to the Plan.

9.      ADMINISTRATION

        9.1 Administrator. Except as provided herein, the Plan shall be
administered and operated by the Administrator. The Administrator is empowered
to construe and interpret the provisions of the Plan and to decide all questions
of eligibility for benefits under the Plan and shall make such determinations in
its sole and absolute discretion. The Administrator may at any time delegate to
any other named person or body, or reassume therefrom, any of its
responsibilities or administrative duties with respect to the Plan.

        9.2 Experts; Rules. The Administrator may contract with one or more
persons to render advice with regard to any responsibility it has under the
Plan. Subject to the limitations of the Plan, the Administrator shall from time
to time establish such rules for the administration of the Plan as it may deem
desirable.

        9.3 Indemnity. The Company shall, to the extent permitted by law, by the
purchase of insurance or otherwise, indemnify and hold harmless the
Administrator and each other fiduciary with respect to the Plan for liabilities
or expenses they and each of them incur in carrying out



their respective duties under the Plan, other than for any liabilities or
expenses arising out of such fiduciary's gross negligence or willful misconduct.

10.     AMENDMENT

        The Committee (or the Board) reserves the right to amend, suspend and/or
terminate the Plan at any time in its sole discretion. No amendment, suspension
or termination shall diminish benefits to which a Participant is currently
entitled under the Plan. Any modification or other amendment of the Plan shall
be in writing, signed by either the Company's Chief Executive Officer or Vice
President, Human Resources.

11.     GENERAL

        11.1 Assignment by Participants. None of the benefits, payments,
proceeds or claims of any Executive or Participant shall be subject to any claim
of any creditor and, in particular, the same shall not be subject to attachment
or garnishment or other legal process by any creditor, nor shall any such
Executive have any right to alienate, anticipate, commute, pledge, encumber or
assign any of the benefits or payments or proceeds that he or she may expect to
receive, contingently or otherwise, under the Plan. Notwithstanding the
foregoing, benefits that are in pay status may be subject to a court order of
garnishment or wage assignment, or similar order, or a tax levy. The Plan shall
inure to the benefit of and be enforceable by each Participant's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees. If a Participant dies while any amount
would still be payable to him or her hereunder had he or she continued to live,
all such amounts, unless otherwise provided herein, shall be paid to the
Participant's beneficiary in accordance with the terms of the Plan.

        11.2 Binding Effect. The Company or applicable Subsidiary will require
any successor (whether by purchase of assets, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company or applicable Subsidiary to expressly assume and agree to perform all of
the obligations of the Company or applicable Subsidiary under the Plan
(including the obligation to cause any subsequent successor to also assume the
obligations of the Plan) unless such assumption occurs by operation of law. For
avoidance of doubt, in the event that a successor of a Subsidiary (whether by
purchase of assets, merger, consolidation or otherwise) assumes the Subsidiary's
obligations under the Plan, the Company will have no obligations under the Plan
with respect to the Executives employed by such Subsidiary.

        11.3 No Waiver. No waiver of any term, provision or condition of the
Plan, whether by conduct or otherwise, in any one or more instances shall be
deemed or be construed as a further or continuing waiver of any such term,
provision or condition or as a waiver of any other term, provision or condition
of the Plan.

        11.4 Expenses; Unsecured General Creditor. The benefits and costs of the
Plan shall be paid by the Company and/or a Subsidiary out of its general assets.
The status of a claim against the Company or a Subsidiary with respect to the
benefits provided hereunder shall be same as the status of a claim against the
Company or applicable Subsidiary by any general or unsecured creditor.



        11.5 ERISA. The Plan is an unfunded compensation arrangement for a
select group of management or highly compensated employees of the Company or a
Subsidiary and any exemptions under ERISA applicable to such an arrangement
shall be applicable to the Plan.

        11.6 Section 409A. The Plan shall be construed and interpreted so as to
avoid the imputation of any tax liability (penalty or otherwise) pursuant to
Section 409A of the Code. The Company may suspend the payment of any benefit
pursuant to the Plan to any "specified employee" (within the meaning of Section
409A of the Code) to a date no earlier than the date that is six months after
the employee's separation of service to the extent, if any, the Administrator
determines that such suspension is reasonably necessary to satisfy Code Section
409A(a)(2)(B)(i) (in which case the benefits that would have otherwise been paid
during such six month period shall be paid, without interest, as soon as
practical following the end of such six month period).

        11.7 WARN Act. Benefits payable under the Plan are intended to satisfy,
where applicable, any Company obligations under the Federal Worker Adjustment
and Retraining Notification Act and any similar obligations that the Company or
its Subsidiaries may have under any successor or other severance pay statute.

        11.8 Construction. The masculine pronoun shall include the feminine
pronoun and the feminine pronoun shall include the masculine pronoun and the
singular pronoun shall include the plural pronoun and the plural pronoun shall
include the singular pronoun, unless the context clearly indicates otherwise.

        11.9 Governing Law. The Plan shall be construed according to the laws of
the State of California, except to the extent such laws are preempted by federal
law.

        11.10 Severability. If any provision of the Plan is held to be illegal,
invalid or unenforceable under any present or future law, and if the rights or
obligations of any party hereto under the Plan will not be materially and
adversely affected hereby, (i) such provision will be fully severable, (ii) the
Plan will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining provisions of
the Plan will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom and
(iv) in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of the Plan a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.



        11.11 Notices. Any notice required or permitted by the Plan shall be in
writing, delivered by hand, or sent by registered or certified mail, return
receipt requested, or by recognized courier service (regularly providing proof
of delivery), addressed as follows:

                (a) if to the Company or, where applicable, the Administrator:

                             Western Digital Corporation
                             20511 Lake Forest Drive
                             Lake Forest, California 92630
                             Attention:  Vice President, Human Resources

                             With a copy to:

                             Western Digital Corporation
                             20511 Lake Forest Drive
                             Lake Forest, California 92630
                             Attention:  General Counsel

                (b) if to the Executive or Participant, at the address set forth
on the records of the Company or applicable Subsidiary, as the case may be, or
to such other address or addresses most recently communicated to the Company or
applicable Subsidiary by the Executive or Participant.

                Each such notice shall be effective (i) if given by mail, three
days after being deposited in the mails or (ii) if given personally or by other
means when actually delivered at such address.



        IN WITNESS WHEREOF, this instrument, evidencing the terms of the Western
Digital Corporation Executive Severance Plan, is executed as of February 16,
2006.

                         WESTERN DIGITAL CORPORATION



                         By:    /s/  Jackie DeMaria
                             ---------------------------------------------
                                Jackie DeMaria
                                Vice President, Human Resources

                                                                    EXHIBIT 10.6

                           WESTERN DIGITAL CORPORATION

                              AMENDED AND RESTATED
                        CHANGE OF CONTROL SEVERANCE PLAN



        1. Purpose of Plan. The Executives have made and are expected to make
major contributions to the profitability, growth and financial strength of the
Company and its affiliates. In addition, the Company considers the continued
availability of the Executives' services, managerial skills and business
experience to be in the best interest of the Company and its stockholders and
desires to assure the continued services of the Executives on behalf of the
Company and/or its affiliates without the distraction of the Executives
occasioned by the possibility of an abrupt change in control of the Company.

        2. Definitions. Whenever the following terms are used in this Plan, they
shall have the meaning specified below unless the context clearly indicates to
the contrary:

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

               2.02 "Cause" shall mean the occurrence or existence of any of the
following with respect to the Executive, as determined by a majority of the
disinterested directors of the Board or the Committee:

               (a) the Executives' conviction by, or entry of a plea of guilty
or nolo contendere in, a court of competent and final jurisdiction for any crime
involving moral turpitude or any felony punishable by imprisonment in the
jurisdiction involved;

               (b) whether prior or subsequent to the date hereof, the
Executives' willful engaging in dishonest or fraudulent actions or omissions
which results directly or indirectly in any demonstrable material financial or
economic harm to the Company or any of its subsidiaries or affiliates;

               (c) the Executives' failure or refusal to perform his or her
duties as reasonably required by the Employer, provided that Executive shall
have first received written notice from the Employer stating with specificity
the nature of such failure or refusal and affording the Executive at least five
(5) days to correct the act or omission complained of;

               (d) gross negligence, insubordination, material violation by the
Executive of any duty of loyalty to the Company or any subsidiary or affiliate
of the Company, or any other material misconduct on the part of the Executive,
provided that the Executive shall have first received written notice from the
Company stating with specificity the nature of such action or violation and
affording the Executive at least five (5) days to correct such action or
violation;

               (e) the repeated non-prescription use of any controlled
substance, or the repeated use of alcohol or any other non-controlled substance
which in the Board's reasonable



determination renders the Executive unfit to serve in his or her capacity as an
officer or employee of the Company or any of its subsidiaries or affiliates;

               (f) sexual harassment by the Executive that has been reasonably
substantiated and investigated;

               (g) involvement in activities representing conflicts of interest
with the Company or any of its subsidiaries or affiliates;

               (h) improper disclosure of confidential information;

               (i) conduct endangering, or likely to endanger, the health or
safety of another employee;

               (j) falsifying or misrepresenting information on the records of
the Company or any of its subsidiaries or affiliates; or

               (k) the Executive's physical destruction or theft of substantial
property or assets of the Company or any of its subsidiaries or affiliates.

               2.03 "Change in Control" shall mean an occurrence of any of the
following events, unless the Board shall provide otherwise:

               (a) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, a "Person"), 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 (other than the Company or any subsidiary
thereof or any employee benefit plan (or related trust) of the Company or any
subsidiary thereof, or any underwriter in connection with a firm commitment
public offering of the Company's capital stock), 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,
referred to herein as "Beneficially Own" or "Beneficial Owner" as the context
may require) of thirty-three and one third percent or more of (i) the then
outstanding shares of the Company's common stock ("Outstanding Company 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 ("Outstanding Company Voting Securities") (in each case, other than
an acquisition in the context of a merger, consolidation, reorganization, asset
sale or other extraordinary transaction covered by, and which does not
constitute a Change in Control under, clause (c) below);

               (b) a change, during any period of two consecutive years, of a
majority of the Board 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 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);


                                       2



               (c) consummation of any merger, consolidation, reorganization or
other extraordinary transaction (or series of related transactions) involving
the Company, a sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets or stock of another entity
by the Company or any of its subsidiaries (each, a "Business Combination"), in
each case unless, following such Business Combination, (1) all or substantially
all of the individuals and entities that were the Beneficial Owners of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination Beneficially Own, directly or
indirectly, more than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity that, as a result of such transaction, owns the Company or all or
substantially all of the Company's assets directly or through one or more
subsidiaries (a "Parent")), (2) no Person (excluding any entity resulting from
such Business Combination or a Parent or any employee benefit plan (or related
trust) of the Company or such entity resulting from such Business Combination or
Parent, and excluding any underwriter in connection with a firm commitment
public offering of the Company's capital stock) Beneficially Owns, directly or
indirectly, more than thirty-three and one third percent of, respectively, the
then-outstanding shares of common stock of the entity resulting from such
Business Combination or the combined voting power of the then-outstanding voting
securities of such entity, and (3) at least a majority of the members of the
board of directors or trustees of the entity resulting from such Business
Combination or a Parent were Incumbent Directors at the time of execution of the
initial agreement or of the action of the Board providing for such Business
Combination; or

               (d) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company (other than in the context of a
merger, consolidation, reorganization, asset sale or other extraordinary
transaction covered by, and which does not constitute a Change in Control under,
clause (c) above).

               2.04 "Code" shall mean the Internal Revenue Code of 1986, as
amended.

               2.05 "Committee" shall mean the Compensation Committee of the
Board.

               2.06 "Company" shall mean Western Digital Corporation, a Delaware
corporation, and, as permitted by Section 12.03(b), its successors and assigns.

               2.07 "Date of Termination" following a Change in Control shall
mean the dates, as the case may be, for the following events: (a) if the
Executive's employment is terminated by death, the date of death, (b) if the
Executive's employment is terminated due to a Permanent Disability, thirty (30)
days after the Notice of Termination is given (provided that the Executive shall
not have returned to the performance of his or her duties on a full-time basis
during such period), (c) if the Executive's employment is terminated pursuant to
a termination for Cause, the date specified in the Notice of Termination, and
(d) if the Executive's employment is terminated for any other reason, fifteen
(15) days after delivery of the Notice of Termination unless otherwise agreed by
the Executive and the Company.


                                        3



               2.08 "Disability" shall mean that the Executive is unable, by
reason of injury, illness or other physical or mental impairment, to perform
each and every task of the position for which the Executive is employed, which
inability is certified by a licensed physician reasonably selected by the
Employer.

               2.09 "Effective Date" shall mean March 29, 2001.

               2.10 "Employer" shall mean the Company or its subsidiary
employing Executive, provided however, that nothing contained herein shall
prohibit the Company or another of its subsidiaries fulfilling any obligation of
the employing entity to the Executive and for such purposes will be deemed the
act of the Employer.

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

               2.12 "Executive" shall mean any Tier 1 Executive or Tier 2
Executive.

               2.13 "Good Reason" shall mean any of the following without the
Executive's express written consent:

               (a)     (i) the assignment to the Executive of any duties
materially and adversely inconsistent with the Executive's positions, duties,
responsibilities and status with the Employer immediately prior to a Change in
Control or with significantly less authority than immediately prior to the
Change in Control;

                       (ii) a significant adverse alteration in the nature of
the Executive's reporting responsibilities, titles, or offices with the Employer
from those in effect immediately prior to a Change in Control, or

                       (iii) any removal of the Executive from, or any failure
to reelect the Executive to, any such positions, except in connection with a
termination of the employment of the Executive for Cause, Permanent Disability,
or as a result of the Executive's death or by the Executive other than for Good
Reason;

               (b) a reduction by the Employer in the Executive's base salary in
effect immediately prior to a Change in Control;

               (c) failure by the Employer to continue in effect any
compensation plan, bonus or incentive plan, stock purchase plan, stock option
plan, life insurance plan, health plan, disability plan or other benefit plan or
arrangement in which the Executive is participating at the time of a Change in
Control unless the Employer substitutes a plan or arrangement which, when viewed
in the totality of the benefits provided, does not adversely impact the
Executive in a material respect, or the taking of any action by the Employer
which would adversely affect, in a material respect, Executive's participation
in or materially reduce Executive's benefits under any of such plans;

               (d) any material breach by the Company or the Employer of any
provision of this Plan;


                                        4



               (e) following a Change in Control, the Executive is excluded
(without substitution of a substantially equivalent plan) from participation in
any incentive, compensation, stock option, health, dental, insurance, pension or
other benefit plan generally made available to persons at Executive's level of
responsibility in the Company or the Employer;

               (f) the requirement by the Employer that the Executive's
principal place of employment be relocated more than fifty (50) miles from his
or her place of employment prior to a Change in Control, or that the Executive
must travel on the Employer's business to an extent materially greater than the
Executive's customary business travel obligations prior to a Change in Control;
or

               (g) the Company's failure to obtain a satisfactory agreement from
any successor to assume and agree to perform the Company's obligations under
this Plan, as contemplated in Section 12.03(b) hereof.

               2.14 "Notice of Termination" shall mean a written notice which
shall indicate the specific termination provision in this Plan relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated.

               2.15 "Permanent Disability" shall mean if, as a result of the
Executive's Disability, the Executive shall have been absent from his or her
duties with the Employer on a full-time basis for six (6) months of any
consecutive eight (8) month period.

               2.16 "Termination of Employment" shall mean the time when the
employee-employer relationship between the Executive and the Employer is
terminated for any reason, voluntarily or involuntarily, with or without Cause,
including, without limitation, a termination by reason of resignation, discharge
(with or without Cause), Permanent Disability, death or retirement, but
excluding terminations where there is a simultaneous re-employment of the
Executive by the Company or a subsidiary of the Company.

               2.17 "Tier 1 Executive" shall mean an officer of the Company who
is elected or appointed by the Board of Directors and is subject to Section 16
of the Exchange Act.

               2.18 "Tier 2 Executive" shall mean an employee who is appointed
as an officer of the Company by the President of the Company pursuant to the
Company's Bylaws and such other employee of the Company or any of its
subsidiaries who is designated as a Tier 2 Executive by the Board or the
Committee.

        3. Term. This Plan shall be effective until March 29, 2011.

        4. Compensation Upon A Change In Control.

               4.01 Salary. Commencing on the date a Change in Control shall
occur, the Employer shall pay a salary to the Executive at an annual rate at
least equal to the annual salary payable to the Executive immediately prior to
such date. The salary, as it may be changed from time to time by mutual
agreement between the Executive and the Employer, shall be paid in


                                        5



equal installments on each regular payroll payment date after the date of this
Plan and shall be subject to regular withholding for federal, state and local
taxes in accordance with law.

               4.02 Other Benefits.

               (a) Commencing on the date a Change in Control shall occur, the
Executive shall be entitled to participate in and to receive benefits under
those employee benefit plans or arrangements (including, without limitation, any
pension or welfare plan, life, health, hospitalization and other forms of
insurance and all other "fringe" benefits or perquisites) made available to
executives of the Company or the Employer, or any successor thereto. The
Executive's level of participation in, or entitlements under, any such employee
benefit plan or arrangement of any successor to the Company shall be calculated
as if the Executive had been an employee of such successor to the Company from
the date of the Executive's employment by the Employer.

               (b) Commencing on the date a Change in Control shall occur, the
Executive shall be entitled to reimbursement, in accordance with the usual
practices of the Employer, for all reasonable travel and other business expenses
incurred by the Executive in the performance of his or her duties on behalf of
the Employer.

        5. Termination of Employment of Executive.

               5.01 Payment of Severance Benefits Upon Change of Control. In the
event of a Change in Control of the Company, Executive shall be entitled to the
severance benefits set forth in Section 6, but only if during the term of this
Plan:

               (a) the Executive's employment by the Employer is terminated by
the Employer without Cause within one (1) year after the date of the Change in
Control;

               (b) the Executive terminates his or her employment with the
Employer for Good Reason within one (1) year after the date of the Change in
Control and complies with the procedures set forth in Section 5.02;

               (c) the Executive's employment by the Employer is terminated by
the Employer prior to the Change in Control and such termination arose in
connection with or in anticipation of the Change in Control (for purposes of
this Plan, meaning that at the time of such termination the Company had entered
into an agreement, the consummation of which would result in a Change in
Control, or any person had publicly announced its intent to take or consider
actions that would constitute a Change in Control, and in each case such Change
in Control is consummated, or the Board adopts a resolution to the effect that a
potential Change in Control for purposes of this Plan has occurred); or

               (d) the Executive terminates his or her employment with the
Employer for Good Reason prior to the Change in Control, the event constituting
Good Reason arose in connection with or in anticipation of the Change in Control
and the Executive complies with the procedures set forth in Section 5.02.


                                        6



               5.02 Good Reason.

               (a) Notwithstanding anything contained in any employment
agreement between the Executive and the Employer to the contrary, during the
term of this Plan the Executive may terminate his or her employment with the
Employer for Good Reason as set forth in Section 5.01(b) or (d) and be entitled
to the benefits set forth in Section 6, provided that the Executive gives
written notice to the Company and the Employer of his or her election to
terminate his or her employment for such reason within 180 days after the time
he or she becomes aware of the existence of facts or circumstances constituting
Good Reason or, if later, within ten (10) days of the time the claim is resolved
pursuant to Section 5.02(b).

               (b) If the Executive believes that he or she is entitled to
terminate his or her employment with the Employer for Good Reason, he or she may
apply in writing to the Company for confirmation of such entitlement prior to
the Executive's actual separation from employment, by following the claims
procedure set forth in Section 9. The submission of such a request by the
Executive shall not constitute "Cause" for the Company to terminate the
Executive's employment and the Executive shall continue to receive all
compensation and benefits he or she was receiving at the time of such submission
throughout the resolution of the matter pursuant to the procedures set forth in
Section 9. If the Executive's request for a termination of employment for Good
Reason is denied under both the request and appeal procedures set forth in
Sections 9.02 and 9.03, then the parties shall use their best efforts to resolve
the claim within ninety (90) days after the claim is submitted to binding
arbitration pursuant to Section 9.04.

               5.03 Permanent Disability. In the event of a Permanent Disability
of the Executive, the Executive shall be entitled to no further benefits under
this Plan, provided that the Employer shall have provided the Executive a Notice
of Termination and the Executive shall not have returned to the full-time
performance of the Executive's duties within thirty (30) days of such Notice of
Termination.

               5.04 Cause. The Employer may terminate the employment of the
Executive for Cause. The Executive shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to the Executive a
Notice of Termination and a certified copy of a resolution of the Board adopted
by the affirmative vote of not less than a majority of the entire membership of
the Board (other than the Executive if he or she is a member of the Board at
such time) at a meeting called and held for that purpose and at which the
Executive was given an opportunity to be heard, finding that the Executive was
guilty of conduct constituting Cause based on reasonable evidence, specifying
the particulars thereof in detail. For purposes of this Section 5.04, no act or
failure to act on the Executive's part shall be considered "willful" unless done
or omitted to be done by him or her not in good faith and without reasonable
belief that his or her action or omission was in the best interest of the
Company and the Employer.

               5.05 Notice of Termination. Any termination of the Executive's
employment by the Employer or by the Executive (other than termination based on
the Executive's death) following a Change in Control shall be communicated by
the terminating party in a Notice of Termination to the other party hereto.


                                        7



        6. Compensation and Benefits Upon Termination of Employment.

               6.01 Severance Benefits. If the Executive shall be terminated
from employment with the Employer or shall terminate his or her employment with
the Employer as described in Section 5.01, then the Executive shall be entitled
to receive the following:

               (a) In lieu of any further payments to the Executive except as
expressly contemplated hereunder, the Employer shall pay as severance pay to the
Executive an amount equal to two times (in the case of a Tier 1 Executive) or
one times (in the case of a Tier 2 Executive) the Executive's annual base
compensation plus target bonus as in effect immediately prior to the Change in
Control or as in effect on the date of the Notice of Termination, whichever is
higher. Such cash payment shall be payable in a single sum, within ten (10)
business days following the Executive's Date of Termination.

               (b) Any non-vested stock options granted to the Executive by the
Company shall become 100% vested and may be exercised by the Executive for the
longer of (i) ninety (90) days after the Date of Termination or (ii) the period
specified in the plan or agreement governing such options.

               (c) For a period of twenty-four months (in the case of a Tier 1
Executive) or twelve months (in the case of a Tier 2 Executive) following the
Executive's Date of Termination (the "payment period"), the Executive shall be
entitled to the continuation of the same or equivalent life, health,
hospitalization, dental and disability insurance coverage and other employee
insurance or welfare benefits (including equivalent coverage for his or her
spouse and dependent children) and car allowances as he or she was receiving
immediately prior to the Change in Control. In the event that Executive is
ineligible under the terms of such insurance to continue to be so covered, the
Employer shall provide Executive with a lump sum payment equal to the cost of
obtaining such coverage for the payment period. If the Executive, prior to a
Change in Control, was receiving any cash-in-lieu payments designed to enable
the Executive to obtain insurance coverage of his or her choosing, the Employer
shall, in addition to any other benefits to be provided under this Section
6.01(d), provide Executive with a lump-sum payment equal to the amount of such
in-lieu payments that the Executive would have been entitled to receive over the
payment period. The benefits to be provided under this Section 6.01(d) shall be
reduced to the extent of the receipt of substantially equivalent coverage by the
Executive from any successor employer.

               (d) All awards under the Company's Executive Retention Plan
adopted in July, 1998 or any similar plan shall accelerate and be payable
fifteen (15) days after the Date of Termination.

               (e) If any payments received by a Tier 1 Executive pursuant to
this Plan will be subject to the excise tax imposed by Section 4999 of the Code,
or any successor or similar provision of the Code or any comparable provision of
state law (the "Excise Tax"), the Employer shall pay to the Tier 1 Executive
additional compensation such that the net amount received by the Tier 1
Executive after deduction of any Excise Tax (and taking into account any
federal, state and local income taxes payable by the Tier 1 Executive as a
result of the receipt of such gross-up compensation), shall be equal to the
total payments he or she would have received had no such


                                        8



Excise Tax (or any interest or penalties thereon arising primarily from the acts
or omissions of the Employer) been paid or incurred. The Employer shall pay such
additional compensation at the time when the Employer withholds such Excise Tax
from any payments to the Tier 1 Executive. The calculation of the tax gross-up
payment shall be approved by the Company's independent certified public
accounting firm and the Tier 1 Executive's designated financial advisor.

               (f) In the event that the amount of payments or other benefits
payable to a Tier 2 Executive under this Plan, together with any payments or
benefits payable under any other plan, program, arrangement or agreement
maintained by the Employer or one of its affiliates, would constitute an 'excess
parachute payment' (within the meaning of Section 280G of the Code), the
payments under this Plan shall be reduced (by the minimum possible amounts)
until no amount payable to the Tier 2 Executive under this Plan constitutes an
'excess parachute payment' (within the meaning of Section 280G of the Code);
provided, however, that no such reduction shall be made if the net after-tax
payment (after taking into account Federal, state, local or other income and
excise taxes) to which the Tier 2 Executive would otherwise be entitled without
such reduction would be greater than the net after-tax payment (after taking
into account Federal, state, local or other income and excise taxes) to the Tier
2 Executive resulting from the receipt of such payments with such reduction. If,
as a result of subsequent events or conditions (including a subsequent payment
or absence of a subsequent payment under this Plan or other plans, programs,
arrangements or agreements maintained by the Employer or one of its affiliates),
it is determined that payments hereunder have been reduced by more than the
minimum amount required under this Section 6.01(f), then an additional payment
shall be promptly made to the Tier 2 Executive in an amount equal to the excess
reduction. All determinations required to be made under this Section 6.01(f),
including whether a payment would result in an 'excess parachute payment' and
the assumptions to be utilized in arriving at such determination, shall be made
and approved by the Company's independent certified public accounting firm and
the Tier 2 Executive's designated financial advisor.

               6.02 Accrued Benefits. Upon termination of the employment of
Executive for any reason, any accumulated but unused vacation shall be paid
through the Date of Termination. Upon termination of the employment of Executive
as set forth in Section 5.01, any accrued but unpaid bonus shall be paid through
the Date of Termination. Unless otherwise specifically provided in this Plan,
any payments or benefits payable to the Executive hereunder, including without
limitation any bonus, in respect of any calendar year during which the Executive
is employed by the Employer for less than the entire such year shall be prorated
in accordance with the number of days in such calendar year during which he or
she is so employed.

        7. No Mitigation. The Executive shall not be required to mitigate the
amount of any payments provided for by this Plan by seeking employment or
otherwise, nor shall the amount of any cash payments or benefits provided under
this Plan be reduced by any compensation or benefits earned by the Executive
after his or her Date of Termination (except as provided in the last sentence of
Section 6.01(d) above). Notwithstanding the foregoing, if the Executive is
entitled, by operation of any applicable law, to unemployment compensation
benefits or benefits under the Worker Adjustment and Retraining Act of 1988
(known as the "WARN" Act) in connection with the termination of his or her
employment in addition to amounts required to be paid to him or her under this
Plan, then to the extent permitted by applicable statutory law


                                        9



governing severance payments or notice of termination of employment, the Company
shall be entitled to offset the amounts payable hereunder by the amounts of any
such statutorily mandated payments.

        8. Limitation on Rights.

               8.01 No Employment Contract. This Plan shall not be deemed to
create a contract of employment between the Employer and the Executive and shall
create no right in the Executive to continue in the Employer's employment for
any specific period of time, or to create any other rights in the Executive or
obligations on the part of the Company or its subsidiaries, except as set forth
herein. Except as set forth herein, this Plan shall not restrict the right of
the Employer to terminate the employment of Executive, or restrict the right of
the Executive to terminate his or her employment.

               8.02 No Other Exclusions. This Plan shall not be construed to
exclude the Executive from participation in any other compensation or benefit
programs in which he or she is specifically eligible to participate either prior
to or following the Effective Date of this Plan, or any such programs that
generally are available to other executive personnel of the Company, nor shall
it affect the kind and amount of other compensation to which the Executive is
entitled.

        9. Administrator and Claims Procedure.

               9.01 Administrator. Except as set forth herein, the administrator
(the "Administrator") for purposes of this Plan shall be the Company. The
Company shall have the right to designate one or more of the Company's or the
Employer's employees as the Administrator at any time. The Company shall give
the Executive written notice of any change in the Administrator, or in the
address or telephone number of the same.

               9.02 Claims Procedure. The Executive, or other person claiming
through the Executive, must file a written claim for benefits with the
Administrator as a prerequisite to the payment of benefits under this Plan. The
Administrator shall make all determinations as to the right of any person to
receive benefits under Sections 9.02 and 9.03. The decision by the Administrator
of a claim for benefits by the Executive, his or her heirs or personal
representative (the "claimant") shall be stated in writing by the Administrator
and delivered or mailed to the claimant within thirty (30) days after receipt of
the claim, unless special circumstances require an extension of time for
processing the claim. If such an extension is required, written notice of the
extension shall be furnished to the claimant prior to the termination of the
initial thirty-day period. In no event shall such extension exceed a period of
thirty (30) days from the end of the initial period. Any notice of denial shall
set forth the specific reasons for the denial, specific reference to pertinent
provisions of this Plan upon which the denial is based, a description of any
additional material or information necessary for the claimant to perfect his or
her claim, with an explanation of why such material or information is necessary,
and a description of claim review procedures, written to the best of the
Administrator's ability in a manner that may be understood without legal or
actuarial counsel.


                                       10



               9.03 Appeals. A claimant whose claim for benefits has been wholly
or partially denied by the Administrator may request, within sixty (60) days
following the date of such denial, in a writing addressed to the Administrator,
a review of such denial. The claimant shall be entitled to submit written
comments, documents, records and other information he or she shall consider
relevant to a determination of his or her claim, and he or she may include a
request for a hearing in person before the Administrator. Prior to submitting
his or her request, the claimant shall be entitled to review such documents,
records, and other information as the Administrator shall reasonably agree are
pertinent to his or her claim. The claimant may, at all stages of the review, be
represented by counsel, legal or otherwise, of his or her choice, provided that
the fees and expenses of such counsel shall be borne by the claimant, unless the
claimant is successful, in which case, such costs shall be borne by the Company.
The review of the claim shall take into account all information submitted by
claimant relating to the claim, without regard to whether such information was
submitted in the initial benefit determination. All requests for review shall be
promptly resolved. The Administrator's decision with respect to any such review
shall be set forth in writing and shall be mailed to the claimant not later than
sixty (60) days following receipt by the Administrator of the claimant's request
unless special circumstances, such as the need to hold a hearing, require an
extension of time for processing, in which case the Administrator's decision
shall be so mailed not later than one hundred and twenty (120) days after
receipt of the claimant's request. The time and place of any hearing shall be as
mutually agreed by the parties. If the claimant is dissatisfied with the
Administrator's decision on review, the claimant may then either, at his or her
option, invoke the arbitration procedures described in Section 9.04 or pursue a
remedy in a judicial forum. No legal action may be commenced prior to the
completion of the claims and appeals procedures described in the foregoing
provisions of Section 9.02 and 9.03. Notwithstanding the foregoing, no legal
action may be commenced after ninety (90) days after the date upon which the
Administrator's written decision on appeal was sent to claimant.

               9.04 Arbitration. A claimant who has followed the procedures in
Sections 9.02 and 9.03, but who has not obtained full relief on his or her claim
for benefits, may, within sixty (60) days following his or her receipt of the
Administrator's written decision on review pursuant to Section 9.03, apply in
writing to the Administrator for expedited and binding arbitration of his or her
claim before an arbitrator in Orange County, California in accordance with the
commercial arbitration rules of the American Arbitration Association, as then in
effect, or pursuant to such other form of alternative dispute resolution as the
parties may agree (collectively, the "arbitration"). Subject to Section 10, the
Company or the Employer shall pay filing fees and other costs required to
initiate the arbitration. The arbitrator's sole authority shall be to interpret
and apply the provisions of this Plan; and except as set forth herein he or she
shall not change, add to, or subtract from, any of its provisions. The
arbitrator shall have the power to compel attendance of witnesses at the
hearing. Any court having jurisdiction may enter a judgment based upon such
arbitration. The arbitrator shall be appointed by mutual agreement of the
Company and the claimant; provided that if the Company and the claimant cannot
agree, the arbitrator shall be appointed pursuant to the applicable commercial
arbitration rules. The arbitrator shall be a professional person with a
reputation in the community for expertise in employee benefit matters and who is
unrelated to the claimant, the Company or its subsidiaries or any employees of
the Company or its subsidiaries. All decisions of the arbitrator shall be final
and binding on the claimant and the Company.


                                       11



        10. Legal Fees and Expenses. If any dispute arises between the parties
with respect to the interpretation or performance of this Plan, the prevailing
party in any arbitration or proceeding shall be entitled to recover from the
other party its attorneys fees, arbitration or court costs and other expenses
incurred in connection with any such proceeding. Amounts, if any, paid to the
Executive under this Section 10 shall be in addition to all other amounts due to
the Executive pursuant to this Plan.

        11. ERISA. This Plan is an unfunded compensation arrangement for a
member of a select group of the Company's management or that of its subsidiaries
and any exemptions under the Employee Retirement Income Security Act of 1974, as
amended, as applicable to such an arrangement shall be applicable to this Plan.

        12. Miscellaneous.

               12.01 Administration. This Plan may be administered by the Board
or the Committee. When this Plan refers to any action by the Board, the
Committee may take such action with the same effect as if it had been taken by
the Board.

               12.02 Amendments. This Plan may be changed, amended or modified
by resolution of the Board or the Committee.

               12.03 Assignment and Binding Effect.

               (a) Neither this Plan nor the rights or obligations hereunder
shall be assignable by the Executive or the Company except that this Plan shall
be assignable to, binding upon and inure to the benefit of any successor of the
Company, and any successor shall be deemed substituted for the Company upon the
terms and subject to the conditions hereof'.

               (b) The Company will require any successor (whether by purchase
of assets, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly assume and agree to
perform all of the obligations of the Company under this Plan (including the
obligation to cause any subsequent successor to also assume the obligations of
this Plan) unless such assumption occurs by operation of law. Nothing in this
Section 12.03 is intended, however, to require that a person or group referred
to in Section 2.03(a) as being the beneficial owner of shares of stock of the
Company must assume the obligations under this Plan as a result of such stock
ownership.

               12.04 No Waiver. No waiver of any term, provision or condition of
this Plan, whether by conduct or otherwise, in any one or more instances shall
be deemed or be construed as a further or continuing waiver of any such term,
provision or condition or as a waiver of any other term, provision or condition
of this Plan.

               12.05 Rules of Construction.

               (a) This Plan has been executed in, and shall be governed by and
construed in accordance with the laws of, the State of California. Captions
contained in this Plan are for convenience of reference only and shall not be
considered or referred to in resolving questions of interpretation with respect
to this Plan.


                                       12



               (b) If any provision of this Plan is held to be illegal, invalid
or unenforceable under any present or future law, and if the rights or
obligations of any party hereto under this Plan will not be materially and
adversely affected thereby, (i) such provision will be fully severable, (ii)
this Plan will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, (iii) the remaining
provisions of this Plan will remain in full force and effect and will not be
affected by the illegal, invalid or unenforceable provision or by its severance
herefrom and (iv) in lieu of such illegal, invalid or unenforceable provision,
there will be added automatically as a part of this Plan a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.

               12.06 Notices. Any notice required or permitted by this Plan
shall be in writing, delivered by hand, or sent by registered or certified mail,
return receipt requested, or by recognized courier service (regularly providing
proof of delivery), addressed to the Board and the Company and where applicable,
the Administrator, at the Company's then principal office, or to the Executive
at the address set forth in the records of the Employer, as the case may be, or
to such other address or addresses the Company or the Executive may from time to
time specify in writing. Notices shall be deemed given when received.

               12.07 Section 409A. This Plan shall be construed and interpreted
so as to avoid the imputation of any tax liability (penalty or otherwise)
pursuant to Section 409A of the Code. The Company may suspend the payment of any
benefit pursuant to this Plan to any "specified employee" (within the meaning of
Section 409A of the Code) to a date no earlier than the date that is six months
after the employee's separation of service to the extent, if any, the Committee
determines that such suspension is reasonably necessary to satisfy Code Section
409A(a)(2)(B)(i) (in which case the benefits that would have otherwise been paid
during such six month period shall be paid, without interest, as soon as
practical following the end of such six month period).

                                       ###


Western Digital Corporation Amended and Restated Change of Control Severance
Plan


As amended (Sections 2.03, 3 and 12.07) February 16, 2006







                                       13