EXHIBIT 10.2.1
WESTERN DIGITAL CORPORATION 401(k) PLAN
FIRST AMENDMENT
EFFECTIVE AS OF JULY 1, 2002
TABLE OF CONTENTS
Page
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ARTICLE I LIMITATIONS ON CONTRIBUTIONS.............................................................. 1
1.1 Effective Date............................................................................ 1
1.2 Maximum Annual Addition................................................................... 1
ARTICLE II INCREASE IN COMPENSATION LIMIT............................................................ 2
ARTICLE III MODIFICATION OF TOP-HEAVY RULES........................................................... 2
3.1 Effective Date............................................................................ 2
3.2 Determination Of Top-Heavy Status......................................................... 2
3.3 Minimum Benefits.......................................................................... 3
ARTICLE IV DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS.................................................... 3
4.1 Effective Date............................................................................ 3
4.2 Modification Of Definition Of Eligible Retirement Plan.................................... 3
4.3 Modification of Definition of Eligible Rollover Distribution To Exclude Hardship
Distributions............................................................................. 4
4.4 Modification Of Definition Of Eligible Rollover Distribution To Include After-Tax
Employee Contributions. .................................................................. 4
ARTICLE V ROLLOVERS FROM OTHER PLANS................................................................ 4
ARTICLE VI REPEAL OF MULTIPLE USE TEST............................................................... 4
ARTICLE VII CATCH-UP CONTRIBUTIONS.................................................................... 5
Section 7.1 Definition........................................................................... 5
Section 7.2 Catch-Up Contributions............................................................... 5
ARTICLE VIII SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION......................................... 5
ARTICLE IX DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT............................................... 6
9.1 Effective Date............................................................................ 6
9.2 New Distributable Event................................................................... 6
ARTICLE X PARTICIPANT CONTRIBUTION AMOUNTS.......................................................... 6
ARTICLE XI BASIC MATCHING CONTRIBUTION............................................................... 6
ARTICLE XII MINIMUM DISTRIBUTION REQUIREMENTS......................................................... 7
ARTICLE XIII DEEMED CODE SECTION 415 COMPENSATION..................................................... 12
13.1 Effective Date............................................................................ 12
ARTICLE XIV NO OTHER MODIFICATIONS.................................................................... 12
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FIRST AMENDMENT
PREAMBLE
1. ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This Amendment to
the Western Digital Corporation 401(k) Plan (the "Plan") is adopted to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA") and various other changes to the Plan. This Amendment is
intended as good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and guidance issued thereunder. Except as
otherwise provided, this Amendment shall be effective as of July 1, 2002.
2. SUPERSESSION OF INCONSISTENT PROVISIONS. This Amendment shall
supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this Amendment.
3. DEFINED TERMS. Wherever used in this Amendment, terms
identified by initial capitalization shall have the meanings indicated in the
Plan unless a different meaning is plainly required by the context. The singular
shall include the plural, unless the context indicates otherwise. Headings are
used for convenience of reference only, and in case of conflict, the text of the
Amendment, rather than such headings, shall control.
ARTICLE I
LIMITATIONS ON CONTRIBUTIONS
1.1 EFFECTIVE DATE. This Article shall be effective for Limitation
Years beginning after December 31, 2001.
1.2 MAXIMUM ANNUAL ADDITION. Section 15.1 of the Plan is amended
in its entirety as follows:
"15.1 GENERAL RULE. Except to the extent permitted under
Article 19 and Code Section 414(v), the total Annual Additions under
this Plan to a Participant's Plan Accounts for any Plan Year shall not
exceed the lesser:
(a) Forty Thousand Dollars ($40,000), as
adjusted pursuant to Code Section 415(c) or
(b) One hundred percent (100%) percent of the
Participant's total Compensation from the Employer and any
Affiliated Companies for the year."
ARTICLE II
INCREASE IN COMPENSATION LIMIT
Section 2.8.6.1 of the Plan is revised in its entirety as follows:
"2.8.6.1 For any Plan Year that begins on or after July 1,
2002 such limit shall be $200,000, as that amount is adjusted in
accordance with Section 401(a)(17)(B) of the Code."
ARTICLE III
MODIFICATION OF TOP-HEAVY RULES
3.1 EFFECTIVE DATE. This Article shall apply for purposes of
determining whether the Plan is a top-heavy plan under Code Section 416(g) for
Plan Years beginning after December 31, 2001, and whether the Plan satisfies the
minimum benefits requirements of Code Section 416(c) for such years. This
Article amends Article 19 of the Plan.
3.2 DETERMINATION OF TOP-HEAVY STATUS.
Section 19.2.1 of the Plan is revised in its entirety as follows:
"19.2.1 Key Employee. Key Employee means any Employee or
former Employee (including any deceased Employee) who, at any time
during the Plan Year that includes the Determination Date, was an
officer of the Employer having annual Compensation greater than One
Hundred Thirty Thousand Dollars ($130,000) (as adjusted under Code
Section 416(i)(1) for Plan Years beginning after December 31, 2002), a
five percent (5%) owner of the Employer, or a one percent (1%) owner of
the Employer having annual Compensation of more than One Hundred Fifty
Thousand Dollars ($150,000). The determination of who is a Key Employee
will be made in accordance with Code Section 416(i)(1) and the
applicable Income Tax Regulations and other guidance of general
applicability issued thereunder."
Section 19.3.1 of the Plan is revised by adding the following new
subsection 19.3.1.5 at the end thereof:
"19.3.1.5 Determination Of Present Values And Amounts.
Effective for Plan Years beginning after December 31, 2001, this
Section 19.3.1.5 shall apply for purposes of determining the present
values of accrued benefits and the amounts of account balances of
Employees as of the Determination Date.
(i) Distributions During Year Ending On The
Determination Date. The Account balances of an Employee as of
the
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Determination Date shall be increased by the distributions
made with respect to the Employee under the Plan and any plan
aggregated with the Plan under Code Section 416(g)(2) during
the one (1)-year period ending on the Determination Date. The
preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have
been aggregated with the Plan under Code Section
416(g)(2)(A)(i). In the case of a distribution made for a
reason other than separation from service, death, or
Disability, this provision shall be applied by substituting
"five (5)-year period" for "one (1)-year period."
(ii) Employees Not Performing Services During
Year Ending On The Determination Date. The Accounts of any
individual who has not performed services for the Employer
during the one (1)-year period ending on the Determination
Date shall not be taken into account."
3.3 MINIMUM BENEFITS. Section 19.4 of the Plan is revised by
adding the following new subsection 19.4.6 at the end thereof:
"19.4.6 Matching Contributions shall be taken into account
for purposes of satisfying the minimum contribution requirements of
Code Section 416(c)(2) and the Plan. The preceding sentence shall apply
with respect to Matching Contributions under the Plan, or, if the Plan
provides that the minimum contribution requirement shall be met in
another plan, such other plan. Matching Contributions that are used to
satisfy the minimum contribution requirements shall be treated as
Matching Contributions for purposes of the ACP Test and other
requirements of Code Section 401(m)."
ARTICLE IV
DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS
4.1 EFFECTIVE DATE. This Article shall apply to distributions made
after December 31, 2001.
4.2 MODIFICATION OF DEFINITION OF ELIGIBLE RETIREMENT PLAN.
Section 9.13.3 of the Plan is revised by adding the following at the end
thereof:
"For purposes of the direct rollover provisions in Section
9.13 of the Plan, an eligible retirement plan shall also mean an
annuity contract described in Code Section 403(b) and an eligible plan
under Code Section 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account
for amounts transferred into such plan from this Plan. The definition
of eligible retirement plan shall also apply in the case of a
distribution to a surviving Spouse, or to a Spouse or former Spouse who
is the Alternate Payee under a qualified domestic relations order, as
defined in Code Section 414(p)."
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4.3 MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION
TO EXCLUDE HARDSHIP DISTRIBUTIONS. Section 9.13.3 of the Plan is revised by
adding the following at the end thereof:
"For purposes of the direct rollover provisions in Section
9.13 of the Plan, any amount that is distributed on account of hardship
shall not be an eligible rollover distribution and the distributee may
not elect to have any portion of such a distribution paid directly to
an eligible retirement plan."
4.4 MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION
TO INCLUDE AFTER-TAX EMPLOYEE CONTRIBUTIONS. Section 9.13.3 of the Plan is
revised by adding the following at the end thereof:
"For purposes of the direct rollover provisions in Section
9.13 of the Plan, a portion of a distribution shall not fail to be an
eligible rollover distribution merely because the portion consists of
After-Tax Contributions which are not includible in gross income.
However, such portion may be transferred only to an individual
retirement account or annuity described in Code Section 408(a) or (b),
or to a qualified defined contribution plan described in Code Section
401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of
such distribution which is not so includible."
ARTICLE V
ROLLOVERS FROM OTHER PLANS
Section 4.8. of the Plan is amended effective as of January 1, 2002 by
adding the following at the end thereof:
"The Plan will accept Participant rollover contributions
and/or direct rollovers of distributions made after December 31, 2001
solely from a qualified plan described in Code Section 401(a),
excluding after-tax employee contributions."
ARTICLE VI
REPEAL OF MULTIPLE USE TEST
Section 4.4.1.2 and Section 5.9.1.2 of the Plan are each amended by
adding the following at the end thereof:
"Notwithstanding any other provision of the Plan to the
contrary, the multiple use test described in Treasury Regulation
Section 1.401(m)-2 and Sections 4.4.1.2 and 5.9.1.2 of the Plan shall
not apply for Plan Years beginning after December 31, 2001."
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ARTICLE VII
CATCH-UP CONTRIBUTIONS
SECTION 7.1 DEFINITION. A new definition is added to the Plan
as follows:
"CATCH-UP CONTRIBUTIONS. "Catch-up Contributions shall mean
the Pre-Tax Contributions that are made pursuant to Section 4.10 of the
Plan. Such Catch-up Contributions are not eligible to be matched by any
Matching Contributions."
SECTION 7.2 CATCH-UP CONTRIBUTIONS. A new Section 4.10 is added
to the Plan as follows:
"4.10 CATCH-UP CONTRIBUTIONS. Effective as of September 1,
2002, all Employees who are eligible to make Pre-Tax Contributions
under this Plan and who have attained age fifty (50) before the close
of the Plan Year shall be eligible to make Catch-up Contributions in
accordance with, and subject to the limitations of, Code Section
414(v). The Committee shall establish procedures relating to Catch-Up
Contributions, including any Compensation deferral limits. Catch-up
Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Code
Sections 402(g) and 415. The Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of
Code Section 401(a)(4), 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or
416, as applicable, by reason of the making of such Catch-up
Contributions. Catch-up Contributions shall not be eligible for any
Matching Contributions under the Plan. Pre-Tax Contributions that
exceed the Code Section 402(g) limit and are eligible to be treated as
Catch-up Contributions shall be re-characterized as Catch-up
Contributions pursuant to Code Section 414(v). Any such
recharacterization shall be deemed to occur first from Pre-Tax
Contributions that are not associated with any Matching Contributions."
ARTICLE VIII
SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION
Section 9.7 of the Plan is amended by adding a new subsection 9.7.9 as
follows:
"A Participant who receives a distribution on account of
hardship after December 31, 2002, shall be prohibited from making
Pre-Tax Contributions or After-Tax Contributions under this Plan and
all other plans of the Employer for six (6) months after receipt of the
hardship distribution."
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ARTICLE IX
DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT
9.1 EFFECTIVE DATE. This Article shall apply for distributions and
severances from employment occurring after December 31, 2001 regardless of when
the severance from employment occurred.
9.2 NEW DISTRIBUTABLE EVENT. Section 2.35 of the Plan is amended
by adding the following at the end thereof:
"A Participant's Pre-Tax Contribution, qualified nonelective
contributions, qualified matching contributions, and earnings
attributable to these contributions shall be distributed on account of
the Participant's severance from employment. However, such a
distribution shall be subject to the other provisions of the Plan
regarding distributions, other than provisions that require a
separation form service before such amounts may be distributed."
ARTICLE X
PARTICIPANT CONTRIBUTION AMOUNTS
Effective September 1, 2002, Section 4.2.1 of the Plan is amended in
its entirety to read as follows:
"4.2.1 Pre-Tax Contributions. The amount of an Active
Participant's Pre-Tax Contributions shall be in whole percentage
amounts from one percent (1%) to thirty percent (30%) of the Active
Participant's Compensation for each payroll period for which his
election to make Pre-Tax Contributions is in effect. Such maximum
percentage shall, however, be reduced by the amount of After-Tax
Contributions contributed by such Active Participant, in accordance
with such rules as the Committee may prescribe."
ARTICLE XI
BASIC MATCHING CONTRIBUTION
Effective January 1, 2003, Section 5.3.1 of the Plan shall be amended
in its entirety to read as follows:
"5.3.1 As of the last day of a contribution cycle (as such
term is defined in 5.3.4 below), the Employer shall make a Basic
Matching Contribution on
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behalf of each "Eligible Participant" as defined in Subsection 5.3.3
below, who is an Eligible Employee of such Employer. A Basic Matching
Contribution on behalf of an Eligible Participant under this Section
5.3 shall be in an amount equal to fifty percent (50%) of the Eligible
Participant's Pre-Tax Contributions for the contribution cycle, not to
exceed a maximum aggregate Basic Matching Contribution of $2,000 for
any calendar year."
ARTICLE XII
MINIMUM DISTRIBUTION REQUIREMENTS
Article 9 of the Plan is revised by adding a new Section 9.14 to the
Plan as follows:
"9.14 MINIMUM DISTRIBUTION REQUIREMENTS
9.14.1 GENERAL RULES.
(a) Effective Date. The provisions of this
article will apply for purposes of determining required
minimum distributions for calendar years beginning with the
2003 calendar year.
(b) Precedence. The requirements of this
article will take precedence over any inconsistent provisions
of the Plan.
(c) Requirements of Treasury Regulations
Incorporated. All distributions required under this article
will be determined and made in accordance with the Treasury
regulations under section 401(a)(9) of the Internal Revenue
Code.
(d) TEFRA Section 242(b)(2) Elections.
Notwithstanding the other provisions of this article,
distributions may be made under a designation made before
January 1, 1984, in accordance with section 242(b)(2) of the
Tax Equity and Fiscal Responsibility Act (TEFRA) and the
provisions of the Plan that relate to section 242(b)(2) of
TEFRA.
9.14.2 TIME AND MANNER OF DISTRIBUTION
(a) Required Beginning Date. The Participant's
entire interest will be distributed, or begin to be
distributed, to the Participant no later than the
Participant's "required beginning date."
(b) Death of Participant Before Distributions
Begin. If the Participant dies before distributions begin, the
Participant's entire interest will be distributed, or begin to
be distributed, no later than as follows:
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(i) If the Participant's surviving
Spouse is the Participant's sole designated
beneficiary, then distributions to the surviving
Spouse will begin by December 31 of the calendar
year immediately following the calendar year in
which the Participant died, or by December 31 of the
calendar year in which the Participant would have
attained age 70 1/2, if later.
(ii) If the Participant's surviving
Spouse is not the Participant's sole designated
beneficiary, then, distributions to the designated
beneficiary will begin by December 31 of the
calendar year immediately following the calendar
year in which the Participant died.
(iii) If there is no designated
beneficiary as of September 30 of the year following
the year of the Participant's death, the
Participant's entire interest will be distributed by
December 31 of the calendar year containing the
fifth anniversary of the Participant's death.
(iv) If the Participant's surviving
Spouse is the Participant's sole designated
beneficiary and the surviving Spouse dies after the
Participant but before distributions to the
surviving Spouse begin, this section 9.14.2(b),
other than section 9.14.2(b)(i), will apply as if
the surviving Spouse were the Participant.
For purposes of this section 9.14.2(b) and Section 9.14.4,
unless section 9.14.2(b)(iv) applies, distributions are
considered to begin on the Participant's required beginning
date. If section 9.14.2(b)(iv) applies, distributions are
considered to begin on the date distributions are required to
begin to the surviving Spouse under section 9.14.2(b)(i). If
distributions under an annuity purchased from an insurance
company irrevocably commence to the Participant before the
Participant's required beginning date (or to the Participant's
surviving Spouse before the date distributions are required to
begin to the surviving Spouse under section 9.14.2(b)(i), the
date distributions are considered to begin is the date
distributions actually commence.
(c) Forms of Distribution. Unless the
Participant's interest is distributed in the form of an
annuity purchased from an insurance company or in a single sum
on or before the required beginning date, as of the first
distribution calendar year distributions will be made in
accordance with sections 9.14.3 and 9.14.4 of this article. If
the Participant's interest is distributed in the form of an
annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the
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requirements of section 401(a)(9) of the Code and the Treasury
regulations.
9.14.3 REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S
LIFETIME.
(a) Amount of Required Minimum Distribution For
Each Distribution Calendar Year. During the Participant's
lifetime, the minimum amount that will be distributed for each
distribution calendar year is the lesser of:
(i) the quotient obtained by dividing
the Participant's account balance by the
distribution period in the Uniform Lifetime Table
set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant's age as of the
Participant's birthday in the distribution calendar
year; or
(ii) if the Participant's sole
designated beneficiary for the distribution calendar
year is the Participant's Spouse, the quotient
obtained by dividing the Participant's account
balance by the number in the Joint and Last Survivor
Table set forth in section 1.401(a)(9)-9 of the
Treasury regulations, using the Participant's and
Spouse's attained ages as of the Participant's and
Spouse's birthdays in the distribution calendar
year.
(b) Lifetime Required Minimum Distributions
Continue Through Year of Participant's Death. Required minimum
distributions will be determined under this section 9.14.3
beginning with the first distribution calendar year and up to
and including the distribution calendar year that includes the
Participant's date of death.
9.14.4 REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S
DEATH
(a) Death On or After Date Distributions Begin.
(i) Participant Survived by Designated
Beneficiary. If the Participant dies on or after the
date distributions begin and there is a designated
beneficiary, the minimum amount that will be
distributed for each distribution calendar year
after the year of the Participant's death is the
quotient obtained by dividing the Participant's
account balance by the longer of the remaining life
expectancy of the Participant or the remaining life
expectancy of the Participant's designated
beneficiary, determined as follows:
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(1) The Participant's
remaining life expectancy is calculated
using the age of the Participant in the year
of death, reduced by one for each subsequent
year.
(2) If the Participant's
surviving spouse is the Participant's sole
designated beneficiary, the remaining life
expectancy of the surviving Spouse is
calculated for each distribution calendar
year after the year of the Participant's
death using the surviving Spouse's age as of
the Spouse's birthday in that year. For
distribution calendar years after the year
of the surviving Spouse's death, the
remaining life expectancy of the surviving
Spouse is calculated using the age of the
surviving Spouse as of the Spouse's birthday
in the calendar year of the Spouse's death,
reduced by one for each subsequent calendar
year.
(3) If the Participant's
surviving Spouse is not the Participant's
sole designated beneficiary, the designated
beneficiary's remaining life expectancy is
calculated using the age of the beneficiary
in the year following the year of the
Participant's death, reduced by one for each
subsequent year.
(ii) No Designated Beneficiary. If the
Participant dies on or after the date distributions
begin and there is no designated beneficiary as of
September 30 of the year after the year of the
Participant's death, the minimum amount that will be
distributed for each distribution calendar year
after the year of the Participant's death is the
quotient obtained by dividing the Participant's
account balance by the Participant's remaining life
expectancy calculated using the age of the
Participant in the year of death, reduced by one for
each subsequent year.
(b) Death Before Date Distributions Begin.
(i)Participant Survived by Designated
Beneficiary. Except as provided in the adoption
agreement, if the Participant dies before the date
distributions begin and there is a designated
beneficiary, the minimum amount that will be
distributed for each distribution calendar year
after the year of the Participant's death is the
quotient obtained by dividing the Participant's
account balance by the remaining life expectancy of
the Participant's designated beneficiary, determined
as provided in section 9.14.4(a).
(ii)No Designated Beneficiary. If the
Participant dies before the date distributions begin
and there is no designated
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beneficiary as of September 30 of the year following
the year of the Participant's death, distribution of
the Participant's entire interest will be completed
by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.
(iii)Death of Surviving Spouse Before
Distributions to Surviving Spouse Are Required to
Begin. If the Participant dies before the date
distributions begin, the Participant's surviving
Spouse is the Participant's sole designated
beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving
Spouse under section 9.14.2(b)(i), this section
9.14.4(b) will apply as if the surviving Spouse were
the Participant.
9.14.5 DEFINITIONS.
(a) Designated beneficiary. The individual who
is designated as the beneficiary under section 9.9 of the Plan
and is the designated beneficiary under section 401(a)(9) of
the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of
the Treasury regulations.
(b) Distribution calendar year. A calendar year
for which a minimum distribution is required. For
distributions beginning before the Participant's death, the
first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the
Participant's required beginning date. For distributions
beginning after the Participant's death, the first
distribution calendar year is the calendar year in which
distributions are required to begin under section 9.14.2(b).
The required minimum distribution for the Participant's first
distribution calendar year will be made on or before the
Participant's required beginning date. The required minimum
distribution for other distribution calendar years, including
the required minimum distribution for the distribution
calendar year in which the Participant's required beginning
date occurs, will be made on or before December 31 of that
distribution calendar year.
(c) Life expectancy. Life expectancy as computed
by use of the Single Life Table in section 1.401(a)(9)-9 of
the Treasury regulations.
(d) Participant's account balance. The account
balance as of the last valuation date in the calendar year
immediately preceding the distribution calendar year
(valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to
the account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions made
in the valuation calendar year after the valuation date. The
account balance for the
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valuation calendar year includes any amounts rolled over or
transferred to the Plan either in the valuation calendar year
or in the distribution calendar year if distributed or
transferred in the valuation calendar year.
(e) Required beginning date. The date specified
in section 9.1.3 of the Plan."
ARTICLE XIII
COMPENSATION
13.1 COMPENSATION. Section 2.8.3.3 is amended in its
entirety as follows:
"any amounts paid that are non-regularly scheduled items of
compensation (for example, starting bonus, finder's fee, or other
special bonuses),"
13.2 DEEMED 415 COMPENSATION. Effective for Plan years
and limitation years beginning on and after January 1, 1998, Section
2.8.5 is amended by adding the following at the end thereof:
"For purposes of the definition of Compensation
under this Section 2.8.5, amounts included hereunder pursuant
to Code Section 125 include any amounts not available to a
Participant in cash in lieu of group health coverage because
the Participant is unable to certify that he or she has other
health coverage. An amount will be treated as an amount under
Code Section 125 only if the Employer does not request or
collect information regarding the Participant's other health
coverage as part of the enrollment process for the health
plan."
ARTICLE XIV
NO OTHER MODIFICATIONS
Except as otherwise provided in this Amendment, the provisions of the
Plan shall remain unchanged.
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IN WITNESS WHEREOF, in order to record the adoption of this Amendment,
WESTERN DIGITAL CORPORATION has caused this instrument to be executed by its
duly authorized officer this 9th day of October, 2002.
WESTERN DIGITAL CORPORATION
By: /s/ Raymond M Bukaty
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Name: Raymond M. Bukaty
Title: Vice President, General Counsel and
Secretary
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