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                          WESTERN DIGITAL CORPORATION
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VIA FACSIMILE (404) 936-5593

October 26, 1994

Mr. Jim Swain
General Counsel
Investors Fiduciary Services, Inc.
3300 Northeast Expressway, Suite 8-B
Atlanta, GA 30341

Dear Mr. Swain:

     Mr. Erickson has indicated that you would like me to verify that the 
attached statement relating to certain policies and practices of the 
Compensation Committee of the Board of Directors of Western Digital Corporation 
reflects the views of the Committee. This letter serves to do that.

     Additionally, I would like to confirm that the proposal relating to 
extension of the Stock Option Plan for Non-employee Directors is only that. The 
plan expires in May 1995, and we are proposing that it be extended. We are not 
requesting any shares in addition to those already authorized.

     We appreciate your interest and courtesy in dealing with this matter and 
look forward to discussing with you any other questions that may arise should 
that be your desire. I am sending you by regular mail the original signed 

Very truly yours,

Irwin Federman


cc: Robert L. Erickson

     The following sets out certain policies and practices of the Compensation 
Committee of Western Digital Corporation with respect to the vesting of employee
stock options:

1.  All options currently are granted with four-year vesting provisions, i.e.
    25% at the end of the first year and 6-1/4% quarterly thereafter. In 1989,
    we changed from five-year vesting to four-year vesting. Optionees have ten
    years in which to exercise options unless they terminate employment for any
    reason prior to that time. Our practice is that options must be exercised
    within three months of termination, and we expect to continue that as our
    general practice irrespective of changes in wording of the plan that we have
    requested in this year's proxy statement.

2.  On only two occasions in the last ten years we extended option exercise
    periods to six months. Once was at the time Mr. Baia, one of the Company's
    founders, retired in 1988. The other was on the resignation of Mr. Johnson,
    the Company's Chairman and Chief Executive Officer, in mid-1993. We
    considered both as extraordinary situations and circumstances.

3.  There is presently one other situation in which we believe it would be
    desirable to extend an option exercise period for two years. We have
    selected two years as the appropriate time because it corresponds with the
    approximate timing of cycles in our industry. As previously, we believe the
    situation falls into the extraordinary category. As the Company grows, there
    may be situations that arise in the future when such extensions will be
    desirable -- again under circumstances that we consider extraordinary. We
    have no intention of permitting such extensions on other than an
    extraordinary basis and then not in excess of a two-year period.

4.  There have been a number of occasions in the last ten years when terminated
    employees have remained on the payroll for some period of time, generally
    for up to six months after agreeing to leave employment. Seeing as employee
    stock options continue to vest until employees go off the payroll, the
    effect of keeping them on the payroll is to extend both vesting and exercise
    periods. Although we expect this practice will probably continue, there may
    be occasions when it is advantageous to get a terminated employee
    immediately off the payroll but still extend his/her option exercise period.
    Once again, we believe these would be unusual situations and would require
    specific concurrence of the Compensation Committee of the Board.

          This would achieve savings in benefit costs, compensation costs and
    risk avoidance.

5.  The primary purposes of our employee stock option plan are to attract,
    retain and motivate employees. Granting options to employees who are in the
    process of termination is not

    consistent with those purposes. We have no intention of granting options on
    a basis that will subvert those purposes and have not done so in the past.

6.  At this time, we do not know what will occur with respect to the FASB
    proposals to change accounting for stock option grants. It is possible that
    those proposals, if adopted, will necessitate changes in the way that option
    programs are administered. The basic purposes of Western Digital's stock
    option program will not change, however, and we believe that our rather
    strict view of administration will remain as the basis for what we do.

7.  Our industry is highly competitive in addition to being high tech. We find
    it necessary to live by competitive rules in our compensation and benefit
    practices as well as in our R&D, sales and marketing activities. More
    importantly, however, we recognize that ultimately we must adhere to
    responsible compensation and benefit practices even in the face of sometimes
    contrary competitive practices. We believe we have achieved an appropriate
    balance between these sometimes conflicting factors in the administration of
    our option program.