AMENDED AND RESTATED CLASS ACTION SETTLEMENT AGREEMENT

This Amended and Restated Settlement Agreement (“Agreement”) is entered into between plaintiff Orin Safier (“Class Representative” or “Plaintiff”) on behalf of himself, the Settlement Class defined below, and the general public, on the one hand, and defendant Western Digital Corporation (“WDC” or “Defendant”), on the other hand (collectively, the “Parties”).

1. RECITALS

1.1. Plaintiff initially brought claims against Defendant on March 22, 2005, when he joined Defendant in a similar action by another individual against disk drive maker Seagate Technology, LLC (“Seagate”). Both Defendant and Seagate demurred for misjoinder and the demurrer was sustained. Thereafter, Plaintiff dismissed Defendant from the original action without prejudice and on July 7, 2005, filed an action against Defendant entitled Orin Safier v. Western Digital Corporation, et al., in the Superior Court for the City and County of San Francisco, Case No. CGC-05-442812.

1.2. On August 17, 2005, Defendant removed the Litigation to the Northern District of California, Case No. 05-03353 BZ.

1.3. In the Litigation, Class Representative alleged that in the sale and marketing of its hard disk drives, Defendant represented that he and other hard disk drive purchasers would receive more useable storage capacity than they actually received. In particular, Class Representative alleged that in October of 2004 he purchased an “80GB” hard disk drive manufactured by WDC that contains only 74.4GB of usable memory. Class Representative claimed that Defendant’s actions constituted false advertising, unfair business practices, breach of contract, fraud, and violations of the California Consumers Legal Remedies Act. Class Representative sought restitution, damages, punitive damages, and injunctive relief.

1.4. Defendant denied all the allegations and claims. Defendant also asserted affirmative defenses.

1.5. On September 27, 2005, the Parties engaged in arms-length mediation conducted by the Hon. Justice Steven Stone (Ret.) at JAMS in Orange County (the “Mediation”).

1.6. Each of the terms herein set forth was reached through arms-length negotiations, including without limitation, the Mediation. It is agreed by and among the undersigned, subject to the approval of the Court, on behalf of Defendant, Class Representative, and the Settlement Class, that the Litigation and the Released Claims shall be fully and finally compromised, settled, and released, and that the Litigation shall be dismissed on the merits and with prejudice, on the terms and conditions set forth herein.

1.7. Nothing in this Settlement Agreement shall constitute an admission of liability or be used as evidence of liability.

2. PLAINTIFF’S CLAIMS AND THE BENEFITS OF SETTLEMENT

Class Counsel and the Class Representative believe that the claims asserted in the Litigation have merit. Plaintiff’s suit alleges that Defendant’s hard disk drives deliver approximately 7% less storage capacity than advertised. According to Plaintiff, when attached to most personal computers, a hard disk drive advertised by Defendant as having “80GB” will only show an available capacity of “74.4GB.” Plaintiff alleges that one reason for this disparity is the use of two different measurements of a “GB.” Plaintiff alleges that computer operating systems compute 1 GB as 1,073,741,824 bytes (the “Binary Definition”), but Defendant and other hard disk drive manufacturers compute 1 GB as 1,000,000,000 bytes (the “Decimal Definition”). Were the Litigation to proceed, Plaintiffs would seek to recover on behalf of the Class one or more of the following remedies: (a) the right to return their hard disk drives for a full refund; (b) the right to keep their hard disk drives and receive a partial refund of the amount they paid proportional to the amount of capacity that was not provided; (c) statutory damages for each act of false advertising knowingly directed at a senior citizen; and (d) punitive damages. Class Counsel would also seek an injunction requiring Defendant to more accurately disclose the storage capacity of its hard disk drives in advertising, marketing materials, and packaging. Class Counsel believe that the most likely recovery for the class, if any, would be a refund of a portion of the purchase price paid for the hard disk drive, although the percentage refunded could be lower than the percentage of storage capacity that was not provided. Class Counsel are informed that more than five million of Defendant’s hard disk drives were sold in the aftermarket during the period covered by this settlement. Class Counsel estimate that the average purchase price of Defendant’s hard disk drives during the period at issue in this Litigation was $150. If the Court required Defendant to refund 5% of the purchase price of each hard disk drive purchased, Class Counsel believe that the average refund would be $7.50.

Class Counsel and the Class Representative have concluded, after due investigation and after carefully considering the relevant circumstances and the applicable law, that it would be in the best interests of the Class to enter into this Settlement Agreement in order to avoid the uncertainties of litigation and to assure that the benefits reflected herein are obtained for the Class. Class Counsel and the Class Representative understand that there are numerous risks in continuing with this litigation, including the possibility of being unable to achieve the following: (1) certify a class of purchasers, (2) demonstrate that Defendant’s undisclosed use of the Decimal Definition was misleading to reasonable consumers or otherwise constituted an unfair trade practice, (3) prove damages on behalf of the Class and each Class Member, (4) demonstrate knowing false advertising directed at a senior citizens, and (5) show that injunctive relief should be awarded. After due investigation and evaluation, Class Counsel and the Class Representative consider the settlement set forth herein to be fair, reasonable, adequate, and in the best interests of the Class.

Because it is not technologically possible, the proposed Settlement does not call for capacity to be added to Class Member’s hard disk drives. But the proposed settlement will provide each Class Member with free backup and recovery software that can be used in conjunction with his/her hard disk drive. Based on Class Counsel’s investigation of the retail market for backup and recovery software, Class Counsel believes that this software is comparable to products that retail for $30 or more, and that in light of the risks of litigation, providing this software adequately compensates class members for the loss that Class Counsel believe they suffered in allegedly not getting the capacity promised in Defendant’s advertisements.

3. DEFENDANT’S DENIAL OF WRONGDOING AND LIABILITY

Defendant has denied and continues to deny each and all of the claims and contentions alleged by the Class Representative. Defendant expressly has denied and continues to deny all charges of wrongdoing or liability against it arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Litigation. Defendant also has denied and continues to deny, inter alia, the allegation that the Class Representative, the Class, or any other member of the public has suffered damage or harm by reason of any conduct, statement, act, or omission of Defendant.

Nonetheless, Defendant has concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement Agreement. Neither this Agreement, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by Defendant of the truth of any of the allegations in this Action.

4. DEFINED TERMS

The following shall be defined terms for purpose of this Agreement:

4.1. “Agreement” or “Settlement Agreement” means this Settlement Agreement, including all exhibits thereto.

4.2. “Aftermarket” means that the disk drive was not purchased as part of a computer assembled by an OEM but rather was purchased separately.

4.3. “Class” or “Class Members” or “Settlement Class” means all persons and entities who purchased in the United States an Aftermarket Western Digital Corporation hard disk drive between March 22, 2001 and February 15, 2006.

4.4. “Class Benefit” means the benefit provided to Class Members that is set forth in Section 6 of this Agreement.

4.5. “Claim Form” means the online form required to be filled out by Class Members who wish to redeem the Class Benefit, a copy of which is attached as Exhibit 9.

4.6. “Claims Period” means the period beginning on the Notice Date and running until thirty (30) days after Final Approval.

4.7. “Class Action Complaint” means the Complaint filed on July 7, 2005.

4.8. “Class Action Settlement” means the resolution of the Litigation pursuant to the terms of this Agreement.

4.9. “Class Representative” and “Plaintiff” means Orin Safier.

4.10. “Defendant” means Western Digital Corporation.

4.11. “Defendant’s Counsel” means the law firm of Irell & Manella LLP.

4.12. “Defendant’s Web Site” or “Website” means that Internet web site located at http://www.wdc.com.

4.13. “Effective Date” means the latest of: (i) the date of final affirmance on an appeal, the expiration of the time for a petition for review or certiorari, or if review or certiorari be granted, the date of final affirmance following review pursuant to that grant; (ii) the date of final dismissal of any appeal or the final dismissal of any proceeding on review; or (iii) if no appeal is filed, the expiration date of the time for the filing or noticing of any appeal from the Court’s judgment finally approving this Agreement.

4.14. “Excluded Class Members” means Western Digital Corporation, its subsidiaries, and their respective directors, officers, and employees; Judge Zimmerman and his immediate family; and any person who opts out of the Class.

4.15. “Final Approval” means issuance of judgment granting final approval of this Class Action Settlement.

4.16. “Litigation” means Orin Safier v. Western Digital Corporation, et al., Superior Court for the City and County of San Francisco, Case No. CGC-05-442812, and Orin Safier v. Western Digital Corporation, District Court for the Northern District of California, Case No. 05-03353 BZ.

4.17. “Long Form Settlement Notice” means the Notice attached hereto as Exhibit 1.

4.18. “Notice Date” means the first day on which the Defendant mails, emails, posts, or otherwise disseminates notice of the pendency of the Litigation and proposed settlement as provided in Section 7 of this Agreement.

4.19. “OEM” means original equipment manufacturer.

4.20. “Parties” means Plaintiff and Defendant, collectively.

4.21. “Preliminary Approval Date” means the date upon which the Court issues an order granting Preliminary Approval.

4.22. “Preliminary Approval” means the preliminary approval of this Class Action Settlement.

4.23. “Released Claims” means the claims released as set forth in Section 10 of this Agreement.

4.24. “Released Parties” means Defendant and, in their representative capacities, all of Defendant’s past and present officers, directors, agents, designees, servants, sureties, attorneys, employees, parents, associates, controlling or principal shareholders, general or limited partners or partnerships, subsidiaries, divisions, affiliates, insurers, heirs, and all successors or predecessors in interest, assigns, or legal representatives.

4.25. “Settlement Class Counsel,” “Class Counsel” or “Plaintiff’s Counsel” means the law firm of Gutride Safier LLP.

4.26. “Settlement Notice” means the Notices attached hereto as Exhibits 1 through 6.

4.27. “Settlement Website” means the website located at http://www.wdc.com/settlement.

4.28. “Software” means the software described in Section 6 of this Agreement.

5. INJUNCTIVE RELIEF

Upon the Effective Date, Defendant shall include language that is substantially similar to the following on its Website and, as soon as its current packaging supply is depleted, but no later than six (6) months following the Effective Date, on its product packaging:

“1 gigabyte (GB) = 1 billion bytes. Total accessible capacity varies depending on operating environment.”

6. CLASS BENEFIT

Class Members will be entitled to receive the following: For ninety (90) days following the Effective Date, Class Members who successfully complete the Claim Form prior to the expiration of the Claim Period shall be entitled to download, from the Website, Software with substantially all of the following capabilities and features: data back up; data recovery; a user interface to guide users through each step of the backup and recovery process; ability to execute operations in the background and create full backups without impacting users, applications, or the network; capability to schedule backup scripts and jobs as needed; built-in file filters that allow users to choose which files they want to include or exclude in the back-up; copy files in native file format; restore files/folders from a backup; ability to backup entire system into a backup set, which can be appended at a later date; capability of creating a single or multiple file backup set which the user can compress or encrypt for added security; progressive backup method which only copies new or modified files and allows user to restore their machine to any point in time with a single pass; choice of full, incremental, and mirror backups; ability to duplicate data, including all necessary system files to a secondary hard disk drive’s root level to make a bootable disk; fully scriptable on Windows and Macintosh so that a user can create scripts that force certain applications to close when the backup runs and re-open when completed; if unable to backup an individual file, intelligence to retry that file on the next operation until properly backed up; built-in schedulers that allow users to create automated back-up, duplicate, and restore scripts to meet their needs; detailed log reporting; option of backing up to a disk; protection to ensure that backups do not exceed disk capacity; notification to users regarding successful backups, failed backups, and other relevant information; built-in software compression; encryption algorithm; password protection; data grooming options for disk backup sets; restore option to replace existing files on hard drives only if the backed up files are newer; restore option to restore only files which exist in the backup but have been deleted from the hard drives; duplicate option to replace existing files on hard drives only if the copy on the source disk is newer; selectors for Documents and Settings, Office Documents, Music, Movies, Pictures, Operating System, and Applications; DVD+R DL (double layer) drives and media support; taskbar Icon and hot key backup; catalog files automatically repaired when they become out of sync; supports the following Windows operation systems: Windows 98SE, ME, 2000, XP Pro and Home, NT 4, and Win XP 64-bit OS; supports the following Macintosh operation systems: Mac OS 10.1.5 and later; localized in the following languages: English, French, German, and Japanese; supports local, external, removable, and network hard disk regardless of interface; capable of being saved and re-used by Class Members.

7. NOTICE

7.1. As soon as possible but not later than five (5) days following Preliminary Approval and Final Approval, WDC will send Notice, in the form attached hereto as Exhibits 2 and 3, respectively, via electronic mail to the last known electronic mail address of each registered purchaser for whom it maintains an email address.

7.2. As soon as possible but not later than five (5) days following Preliminary Approval and Final Approval, WDC will send Notice, in the form attached hereto as Exhibits 4 and 5, respectively, via US mail to each registered purchaser for whom it maintains a mailing address but no electronic mail address.

7.3. The Settlement Website shall have the structure and text per the mutual agreement of the Parties and shall contain the Notice attached hereto as Exhibit 1, a copy of this Settlement Agreement, the Claim Form, the Class Action Complaint, Plaintiff’s motion for preliminary approval, and Defendant’s brief in support of preliminary approval, all in the .pdf and .html formats.

7.4. From no more than five (5) days following Preliminary Approval until thirty (30) days after Final Approval, WDC shall post a hyperlink on the bottom of the home page of its Website that links the home page to the Settlement Website.

7.5. No more than ten (10) days following Preliminary Approval, WDC will place Notice in the USA Today, on two separate days, in the form attached as Exhibit 6.

7.6. Defendant shall provide the notices required by 28 U.S.C. § 1715 no later than ten (10) days after this Settlement Agreement is submitted to the Court.

7.7. WDC shall be responsible for making all arrangements necessary to effectuate the Notices described herein and for payment of the costs of such Notices.

8. ELIGIBILITY FOR CLASS BENEFIT

8.1. In order to receive the Class Benefit, each Class Member must, no later than thirty (30) days after Final Approval, complete and timely submit the Claim Form. The sole purpose of the Claim Form is to demonstrate that the claimant is a member of the Class and eligible for the Class Benefit, and neither WDC nor Class Counsel shall use the information collected on the Claim Form for any other purpose.

8.2. Class Members may submit the Claim Form electronically on the Settlement Website or may print the Claim Form and submit it by U.S. Mail, according to the instructions on the Claim Form.

8.3. Any Class Member who does not know the serial number of the Class Member’s WDC hard disk drive must submit the Claim Form by U.S. mail, along with a copy of their receipt or other original proof of purchase of the hard disk drive, according to the instructions on the Claim Form.

8.4. Within five (5) days of the Effective Date, WDC will notify, by electronic mail, all Class Members who timely and validly completed the Claim Form and provided an e-mail address of their right to download the Software. This notice shall contain a link that permits Class Members to download the Software and shall instruct Class Members that they must complete the download within ninety (90) days of the Effective Date. Class Members shall be permitted to transfer to others their right to download the Software.

8.5. Within five (5) days of the Effective Date, WDC will provide to all Class Members who timely and validly completed the Claim Form and who provided a U.S. mail address but no email address either a CD containing the Software or a URL that permits Class Members to download the software.

8.6. WDC shall be responsible for processing the Claim Form, providing the Notices, and administering the Class Benefit redemption process described herein, and shall bear its own costs associated therewith, except that Class Counsel shall be responsible for collecting any opt-out requests and any Claim Forms submitted by mail and providing the Claim Forms to WDC the day after the claims period ends, and shall bear their own costs associated therewith. WDC shall report to Class Counsel on the number of claimants and any significant issues or problems in the administration of the Claims Form or the Settlement.

9. OPTING OUT OF CLASS

9.1. Any Class Member may opt-out of the Settlement Class by submitting a written, signed request to opt-out, by postage-paid, first class mail, with the following: (1) their name, address, and telephone number, (2) reference to this Litigation (i.e., Orin Safier v. Western Digital Corporation, et al., Case No. 05-03353), (3) the serial number of the WDC hard drive(s) they purchased, (4) the approximate date of purchase, and (5) a statement that they wish to opt-out of the Class to:

WDC Settlement Opt Out

5654 Geary Blvd., #210511

San Francisco, CA 94121

9.2. Any opt-out letter must be postmarked no later than May 19, 2006.

10. RELEASES

10.1. The Class Representative (for himself and as representative of the Settlement Class, and on behalf of each Class Member), and their respective agents, successors, heirs, and assigns, shall be deemed to have, and by operation of the Final Approval, shall have fully, finally, and forever irrevocably released, relinquished, and discharged with prejudice the Released Parties from any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, restitution, disgorgement, costs, attorneys’ fees, losses, expenses, obligations, or demands, of any kind whatsoever, whether in arbitration, administrative, or judicial proceedings, whether as individual claims or as claims asserted on a class basis or on behalf of the general public, whether known or unknown, suspected or unsuspected, threatened, asserted, or unasserted, actual or contingent, liquidated or unliquidated, whether under federal statutory law, federal common law, federal regulation, or the statutory or common laws or regulations of any and all states or subdivisions, to which res judicata would apply if the Litigation had been litigated to a complete and final judgment.

10.2. Defendant and its agents, successors, heirs, and assigns shall be deemed to have, and by operation of the Final Approval, shall have fully, finally, and forever irrevocably released, relinquished, and discharged with prejudice the Class Representative from any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, restitution, disgorgement, costs, attorneys’ fees, losses, expenses, obligations, or demands, of any kind whatsoever, whether in arbitration, administrative, or judicial proceedings, whether as individual claims or as claims asserted on a class basis or on behalf of the general public, whether known or unknown, suspected or unsuspected, threatened, asserted, or unasserted, actual or contingent, liquidated or unliquidated, whether under federal statutory law, federal common law, federal regulation, or the statutory or common laws or regulations of any and all states or subdivisions, for malicious prosecution or costs.

11. PAYMENTS TO CLASS REPRESENTATIVE AND COUNSEL

11.1. Subject to Court approval, Defendant shall pay, and will not contest the reasonableness of, a $1,000.00 incentive award to the Class Representative, as compensation for the time and effort undertaken in and risks of pursuing this litigation. Class Representative shall not seek an incentive award greater than $1,000.00.

11.2. Subject to Court approval, Defendant shall pay, and will not contest the reasonableness of, an award of attorneys’ fees of up to $485,000 and an award of expenses of up to $15,000. At Plaintiff’s request, Defendant will also submit a statement to the Court in which this matter is pending stating that it does not oppose a fee or cost request of up to the agreed amounts. Neither Class Counsel nor the Class Representative shall seek an award of attorneys’ fees and costs greater than the agreed amounts. Class Counsel and the Class Representative agree that the denial, downward modification, or failure to grant the request for attorneys’ fees and costs shall not constitute grounds for termination of the settlement. No portion of the fees and expenses awarded to Class Counsel shall be shared with the Class Representative.

11.3. Said awards, fees, and costs will be paid within seven (7) days of the Effective Date. If the Effective Date does not occur until after Final Approval, Defendant also agrees to pay Class Counsel, within seven (7) days of the Effective Date, interest on the total attorneys’ fee and expense award from the Final Approval date through the Effective Date, calculated based on a 365 day year and compounded monthly, at the “Preferred Rate Savings” rate for deposits of $100,000 or more published for the California offices of Wells Fargo, N.A. as of the date of Final Approval.

12. PROCEDURE FOR CLASS CERTIFICATION AND APPROVAL AND APPOINTMENT OF COUNSEL

12.1. The parties agree to jointly submit this Agreement to the Court and request that the Court enter an order in the form attached as Exhibit 7 (the “Preliminary Approval Order”).

12.2. Plaintiff, Defendant, Settlement Class Counsel, and Defendant’s Counsel agree to recommend approval of and vigorously to support this Settlement Agreement to the Court and to the Class Members and to undertake their best efforts, including all reasonable steps and efforts contemplated by this Settlement Agreement and any other reasonable steps and efforts that may be necessary or appropriate, by order of the Court or otherwise, to carry out the terms of this Settlement Agreement. The parties shall aggressively cooperate, assist, and undertake all reasonable actions in order to accomplish the above on a timely basis in accordance with the schedule established by the Court.

12.3. Defendant is entitled to communicate with the Class Members in the ordinary course of Defendant’s business. Nothing in this agreement shall prohibit Defendant from answering questions from Class Members about this Class Action and this Settlement Agreement. However, Defendant will not aid or encourage any objections to this Settlement Agreement (or any of its terms or provisions) nor to final certification of the Settlement Class, nor encourage any Class Members to elect to opt-out.

12.4. Settlement Class Counsel shall make all reasonable efforts to enforce the jurisdictional and injunctive provisions of this Settlement Agreement. Any time and expense incurred by Plaintiff and Settlement Class Counsel to enforce the jurisdictional and injunctive provisions or to monitor opt-outs shall be deemed to be within the fees and costs awarded by the Court pursuant to Section 11.2 of this Agreement.

12.5. Upon the Court’s final approval of this Agreement and the settlement set forth herein, a judgment in the form attached hereto as Exhibit 8 shall be entered.

12.6. If any proceeding or action is commenced by any federal, state, or local governmental authority in a parens patriae function (and not in its capacity as a Class Member that has opted-out of the Settlement Class) asserting claims within the scope of the Action, the Plaintiff and Settlement Class Counsel shall intervene in that action at the request of Defendant. Plaintiff shall intervene to fully support Defendant by asserting that the governmental action is within the scope of this Agreement, the Class Action Complaint, and the Judgment entered herein. Any time and expense incurred for such intervention by the Plaintiff and Settlement Class Counsel shall be deemed to be within the fees and costs awarded by the Court pursuant to Section 11.2 of this Agreement. Additionally, in the event any action is commenced by a governmental authority as stated in this paragraph, Defendant shall have the option, in its sole discretion, to immediately suspend provision of the Class Benefit to citizens of that jurisdiction pending the outcome of the action brought by the governmental authority.

13. TERMINATION OF AGREEMENT

13.1. If this Agreement is terminated pursuant to Section 13.5, if the Court does not enter a Preliminary Approval Order that is substantially similar to the order attached hereto as Exhibit 7, if the Court does not enter a Final Approval Order that is substantially similar to the order attached hereto as Exhibit 8, or if the Court’s Final Approval Order does not become final as a result of an appeal or subsequent proceedings on remand, nothing herein shall be deemed to prejudice the position of any of the Parties with respect to the Litigation or otherwise, and neither the existence of this Agreement nor its contents shall be admissible in evidence, referred to for any purpose in the Litigation or in any other litigation or proceeding, or be deemed a presumption, concession or admission by Plaintiff or WDC of any issue, fault, liability, or wrongdoing, or of the existence of a certifiable class.

13.2. Notwithstanding Section 13.1, the parties retain any and all rights to assert a breach of the Agreement and to use this Agreement in connection with such a claim.

13.3. The certification of the Class shall be effective only with respect to this settlement of the Litigation. In the event that the Agreement is terminated pursuant to its terms or the Effective Date does not occur for any reason, the certification of the Class shall be vacated, and the Litigation shall proceed as though this Settlement had not been reached and the Class had never been certified.

13.4. In the event that the Agreement is terminated pursuant to its terms or the Effective Date does not occur for any reason, the Parties will be restored to their respective positions in the Litigation as of September 27, 2005.

13.5. WDC shall have the option to terminate this Agreement in the event that the number of persons or entities who opt-out of the Class exceeds 10,000.

14. STAY OF PROCEEDINGS

All proceedings in the Litigation, except as set forth herein or as necessary to consummate the settlement for which this Agreement provides, will be stayed, unless otherwise ordered by the Court.

15. ADDITIONAL PROVISIONS

15.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, negotiations, and agreements relating to the subject matter of this Agreement, including without limitation the Settlement Agreement between the Parties dated January 20, 2006, and the Settlement Agreement between the Parties dated February 1, 2006.

15.2. All terms of this Agreement are contractual and not mere recitals. The terms are and shall be binding upon each of the parties hereto, their agents, attorneys, employees, successors, and assigns, and upon all other persons claiming any interest in the subject matter hereto through any of the parties hereto, including any Class Member.

15.3. This Agreement may be amended or modified only by a written instrument signed by counsel for all parties. Amendments and modifications may be made without notice to the Class Members unless the Court requires notice.

15.4. This Agreement shall be subject to, governed by, construed, and enforced pursuant to the laws of the State of California.

15.5. The exhibits to this Agreement are integral parts of the Agreement and Settlement and are hereby incorporated and made a part of this Agreement.

15.6. To the extent permitted by law, this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement.

15.7. This Agreement shall be deemed executed upon the last date of execution by all of the undersigned counsel.

15.8. This Agreement may be executed in counterparts, each of which shall constitute an original. The several signature pages may be collected and annexed to one or more documents to form a complete counterpart. Photocopies of executed copies of this Agreement may be treated as originals.

15.9. All time periods and dates relating to the approval of this Agreement and the notification of the class (but not those relating to the substantive rights of the parties and Class Members, such as those that are part of the class definition) are subject to approval and change by the Court.

15.10. No press announcement or press release concerning the Litigation or the settlement thereof may be made by Class Counsel or the Class Representative unless they obtain prior approval from Defendant, which approval shall not be unreasonably withheld. Any press announcement, press release, or other public statement concerning the Litigation or the settlement thereof shall state that the settlement is not an admission of misconduct and that Defendant denies any liability or wrongdoing and shall not include Defendant’s ticker symbol.

15.11. During the Litigation, Defendant has shared with Class Counsel certain confidential documents, including but not limited to, historical sales data. No later than ten (10) days after the Effective Date, Class Counsel shall return to Defendant or destroy all copies of such confidential documents.

15.12. No part of this Agreement shall be admissible against the Parties in this or any court, administrative, or other proceeding, except for a proceeding to enforce the terms of this Agreement.

SO AGREED.

PLAINTIFF

Dated: _3/7____, 2006 By: /s/ Orin Safier

Orin Safier

WESTERN DIGITAL CORPORATION

Dated: _March 7, 2006 By: /s/ Raymond M. Bukaty

Its: Senior Vice President, Administration,
General Counsel and Secretary

Approved as to form:

GUTRIDE SAFIER LLP

Dated: _3/8____, 2006 By: /s/ Adam Gutride

Adam Gutride, Esq.

Seth A. Safier, Esq.

Attorneys for Plaintiff Orin Safier

IRELL & MANELLA, LLP

Dated: _3/7____, 2006 By: /s/ Scott D. Baskin

Scott Baskin, P.C.

Attorneys for Defendant
Western Digital Corporation

EXHIBIT 1

NOTICE OF CLASS ACTION AND PROPOSED SETTLEMENT (“NOTICE”)

TO: ALL PERSONS AND ENTITIES WHO PURCHASED IN THE UNITED STATES AN AFTERMARKET WESTERN DIGITAL CORPORATION HARD DISK DRIVE FROM MARCH 22, 2001 TO FEBRUARY 15, 2006.

THIS NOTICE MAY AFFECT YOUR RIGHTS. PLEASE READ THE COMPLETE NOTICE CAREFULLY.

I. Purpose of this Notice.

There is now pending in the District Court for the Northern District of California a class action lawsuit entitled Orin Safier v. Western Digital Corporation, Case No. 05-03353 BZ (the “Litigation”). This Notice explains the nature of the Litigation and the general terms of a proposed settlement, and informs you of your legal rights and obligations. Unless otherwise set forth, this Notice incorporates by reference the definitions set forth in the Class Action Settlement Agreement.

Safier (“Plaintiff”) filed a class action lawsuit against Western Digital Corporation (“Defendant” or “WDC”) on behalf of the Class described above. Plaintiff alleges that in the sale and marketing of its hard disk drives, Defendant overstates the useable storage capacity by approximately 7%. According to Plaintiff, when attached to most personal computers, a hard disk drive advertised by Defendant as having “80GB” will only show an available capacity of “74.4GB.” Plaintiff alleges that one reason for this disparity is the use of two different measurements of a “GB.” Plaintiff alleges that computer operating systems compute 1 GB as 1,073,741,824 bytes (the “Binary Definition”), but Defendant and other hard disk drive manufacturers compute 1 GB as 1,000,000,000 bytes (the “Decimal Definition”). Plaintiff alleges that Defendant’s conduct constituted false advertising, unfair business practices, breach of contract, fraud, and violations of the California Consumers Legal Remedies Act. In the Litigation, Plaintiff would seek to recover on behalf of the Class one or more of the following remedies: (a) the right to return their hard disk drives for a full refund; (b) the right to keep their hard disk drives and receive a partial refund of the amount they paid proportional to the amount of capacity that was not provided; (c) statutory damages for each act of false advertising knowingly directed at a senior citizen; and (d) punitive damages. Class Counsel also seek an injunction requiring Defendant to more accurately disclose the storage capacity of its hard disk drives in advertising, marketing materials, and packaging.

Class Counsel and the Class Representative have concluded, after due investigation and after carefully considering the relevant circumstances and the applicable law, that it would be in the best interests of the Class to enter into this Settlement Agreement in order to avoid the uncertainties of litigation and to assure that the benefits reflected herein are obtained for the Class. Class Counsel believe that the most likely recovery for the class, if any, would be a refund of a portion of the purchase price paid for the hard disk drive, although the percentage refunded could be lower than the percentage of storage capacity that was not provided. Class Counsel are informed that more than five million of Defendant’s hard disk drives were sold in the aftermarket during the period covered by this settlement. Class Counsel estimate that the average purchase price of Defendant’s hard disk drives during the period at issue in this Litigation was $150. If the Court required Defendant to refund 5% of the purchase price of each hard disk drive purchased, Class Counsel believe that the average refund would be $7.50. Class Counsel and the Class Representative understand, however, that there are numerous risks in continuing with this litigation, including the possibility of being unable to achieve the following: (1) certify a class of purchasers, (2) demonstrate that Defendant’s undisclosed use of the Decimal Definition was misleading to reasonable consumers or otherwise constituted an unfair trade practice, (3) prove damages on behalf of the Class and each Class Member, (4) demonstrate knowing false advertising directed at a senior citizens, and (5) show that injunctive relief should be awarded. After due investigation and evaluation, Class Counsel and the Class Representative consider the settlement set forth herein to be fair, reasonable, adequate, and in the best interests of the Class.

Because it is not technologically possible, the proposed Settlement does not call for capacity to be added to Class Member’s hard disk drives. But the proposed settlement will provide each Class Member with free backup and recovery software that can be used in conjunction with his/her hard disk drive. Based on Class Counsel’s investigation of the retail market for backup and recovery software, Class Counsel believes that this software is comparable to products that retail for $30 or more, and that in light of the risks of litigation, providing this software adequately compensates class members for the loss that Class Counsel believe they suffered in allegedly not getting the capacity promised in Defendant’s advertisements.

Defendant denies Plaintiff’s allegations, any wrongdoing, and any liability whatsoever and believes it has many legal defenses to all of the claims asserted by Plaintiff. Defendant believes that its marketing and advertising complied and continues to comply in all respects with the law and that no Class Member, including the Plaintiff, has sustained any damages or injuries related to its actions or omissions. Nonetheless, Defendant has concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions of the proposed settlement.

Judge Bernard Zimmerman of the District Court for the Northern District of California (also referred to as the “Court”) has preliminarily determined that this Litigation should proceed as a class action, for purposes of settlement only, with Safier (“Plaintiff”) as the representative of the Class, and has granted preliminary approval of the proposed settlement.

II. Class Members.

The Court has conditionally ruled that the Litigation may be maintained on behalf of the following:

ALL PERSONS AND ENTITIES WHO PURCHASED IN THE UNITED STATES AN AFTERMARKET WESTERN DIGITAL CORPORATION HARD DISK DRIVE FROM MARCH 22, 2001 TO FEBRUARY 15, 2006.

Excluded from being Class Members are Western Digital Corporation, its directors, officers, and employees; Judge Zimmerman and the members of his immediate family; and all persons who timely and validly request exclusion from the Class.

“Aftermarket” means that the disk drive was not purchased as part of a computer assembled by an OEM but rather was purchased separately. Non-excluded persons and entities that fall within the above definition are referred to as “Class Members.”

III. Settlement Benefit For Class Members.

A. If the settlement is finally approved by the Court, WDC will include language substantially similar to the following on its website and, as soon as its current packaging supply is depleted, but no later than six (6) months following the Effective Date, on its product packaging:

“1 gigabyte (GB) = 1 billion bytes. Total accessible capacity varies depending on operating environment.”

B. If the proposed settlement is finally approved by the Court, WDC will provide to Class Members the following “Class Benefit:”

For ninety (90) days following the Effective Date, all Class Members who successfully complete a Claim Form prior to the expiration of the Claim Period shall be entitled to download, from the Website, software with substantially all of the following capabilities and features: data back up; data recovery; a user interface to guide users through each step of the backup and recovery process; ability to execute operations in the background and create full backups without impacting users, applications, or the network; capability to schedule backup scripts and jobs as needed; built-in file filters that allow users to choose which files they want to include or exclude in the back-up; copy files in native file format; restore files/folders from a backup; ability to backup entire system into a backup set, which can be appended at a later date; capability of creating a single or multiple file backup set which the user can compress or encrypt for added security; progressive backup method which only copies new or modified files and allows user to restore their machine to any point in time with a single pass; choice of full, incremental, and mirror backups; ability to duplicate data, including all necessary system files to a secondary hard disk drive’s root level to make a bootable disk; fully scriptable on Windows and Macintosh so that a user can create scripts that force certain applications to close when the backup runs and re-open when completed; if unable to backup an individual file, intelligence to retry that file on the next operation until properly backed up; built-in schedulers that allow users to create automated back-up, duplicate, and restore scripts to meet their needs; detailed log reporting; option of backing up to a disk; protection to ensure that backups do not exceed disk capacity; notification to users regarding successful backups, failed backups, and other relevant information; built-in software compression; encryption algorithm; password protection; data grooming options for disk backup sets; restore option to replace existing files on hard drives only if the backed up files are newer; restore option to restore only files which exist in the backup but have been deleted from the hard drives; duplicate option to replace existing files on hard drives only if the copy on the source disk is newer; selectors for Documents and Settings, Office Documents, Music, Movies, Pictures, Operating System, and Applications; DVD+R DL (double layer) drives and media support; taskbar Icon and hot key backup; catalog files automatically repaired when they become out of sync; supports the following Windows operation systems: Windows 98SE, ME, 2000, XP Pro and Home, NT 4, and Win XP 64-bit OS; supports the following Macintosh operation systems: Mac OS 10.1.5 and later; localized in the following languages: English, French, German, and Japanese; supports local, external, removable, and network hard disk regardless of interface; capable of being saved and re-used by Class Members.

IV. Claims Process and Deadline.

A. Claims Process. Only one Class Benefit is available for each Class Member. In order to receive the Class Benefit, Class Members must complete the Claim Form available at http://www.wdc.com/settlement by (1) providing their name and postal or e-mail address; (2) providing the estimated date of purchase of a WDC hard disk drive; (3) providing the serial number for the WDC hard disk drive they purchased or a copy of their receipt or other proof of purchase; and (4) attesting, under penalty of perjury, that their WDC hard disk drive was not purchased from an OEM, that they have registered for only one Class Benefit, and that the information provided is correct. Such information is to be used only for purposes of administering this Settlement. Excluded Class Members are not eligible to receive the Class Benefit. Class Members may submit the Claim Form electronically on the Settlement Website or print the Claim Form and submit it by U.S. mail to: WDC Settlement Claim Form; 5654 Geary Blvd., #210511; San Francisco, CA 94121, according to the instructions on the Claim Form.

B. Claims Deadline. Class Members must complete the Claim Form no later than thirty (30) days after Final Approval of the Settlement. Class Members who do not complete the Claim Form by that date will not be eligible to receive the Class Benefit.

V. Dismissal of Litigation, Entry of Judgment and Release of Claims.

If the Court approves the proposed settlement, i