Western Digital (WDC)

Item 1.02. Termination of a Material Definitive Agreement.

On December 31, 2004, Western Digital Corporation (the "Company") terminated the Company’s Amended and Restated Executive Bonus Plan (the "Executive Bonus Plan"), to address certain requirements under the American Jobs Creation Act of 2004 (the "Jobs Act"), which changed certain tax rules that govern non-qualified deferred compensation plans.

Directors, certain members of management and other highly compensated employees of the Company and its subsidiaries, including our named executive officers, were eligible to participate in the Executive Bonus Plan, which provided for a benefit to be paid by a trust in connection with a change in control of the Company or the Company’s insolvency. No benefits are owed to Executive Bonus Plan participants under the Executive Bonus Plan as of the date of termination, and no benefits are owed as a result of the termination. The Company’s Amended and Restated Deferred Compensation Plan, which allows directors, certain members of management and other highly compensated employees of the Company and its subsidiaries, including our named executive officers, to defer a portion of their compensation (including base salary, director fees and bonus), remains in effect.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.