The Board of Directors of Western Digital Corporation (“Company”) represents the owners' interest in perpetuating a successful business, including optimizing long-term financial returns. The Board is responsible for determining that the Company is managed in such a way as to seek to accomplish this result. This is an active, not a passive, responsibility. The Board has the objective that in good times, as well as difficult ones, management is capably executing its responsibilities. The Board's responsibility is to regularly monitor the effectiveness of management policies and decisions including the execution of its strategies.

These guidelines represent the Board's current thinking with respect to selected corporate governance issues considered to be of significance to stockholders. These guidelines, along with the charters of the committees of the Board, provide the framework for the governance of the Company. The guidelines are only guidelines and not rigid rules. The Governance Committee will continue to assess the appropriateness and efficacy of the guidelines and recommend from time to time changes for approval by the Board as it deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

The Governance Committee periodically reviews (at least annually) the mix of skills, experience levels and backgrounds of present and potential Board members in light of anticipated needs.

The Governance Committee reviews qualifications of potential candidates and recommends director nominees to the full Board. The Governance Committee may receive suggestions for candidates from individual Board members, including the CEO, as well as from stockholders of the Company. While the Governance Committee has no specific minimum qualifications for director nominees, the Governance Committee has adopted a policy regarding critical factors to be considered in selecting director nominees which include: the nominee's personal and professional ethics, integrity and values; the nominee’s intellect, judgment, foresight, skills, experience (including understanding of marketing, finance, the Company's technology and other elements relevant to the success of a company such as the Company) and achievements, all of which are viewed in the context of the overall composition of the Board; the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director; having a majority of independent directors on the Board; and representation of the long-term interests of the shareholders as a whole and a diversity of backgrounds and expertise which are most needed and beneficial to the Board and the Company.

Each of the directors is expected to devote the time and effort necessary to understand the business of the Company and to properly discharge such director's responsibilities. New directors are required to participate in the Company's director orientation program to familiarize such directors with, among other things, the Company's business, and significant financial, accounting and risk management issues, principal executive officers, independent auditors and internal auditors, code of ethics and corporate governance guidelines. The Company requires its directors to attend at least one continuing education program each year to assist them in performing their Board responsibilities.

The invitation to join the Board should be extended by the Chairman of the Governance Committee or his or her designee, on behalf of the Board.

The Board is free to make its choice for Chairman and CEO in any way that the Board considers best for the Company at a given point in time. Therefore, the Board does not have a policy on whether or not the role of the Chief Executive Officer and Chairman should be separate and, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee director.

If the Chairman is not an independent director under the listing standards of the New York Stock Exchange, the Chairman of the Governance Committee shall serve as the lead independent director. The lead independent director will act as a liaison between the independent directors and the Company’s management and shall be responsible for assisting the Chairman in establishing the agenda for Board meetings, for coordinating the agenda for, and chairing, the executive sessions of the non-management directors, and for performing such other duties as may be specified by the Board from time to time. If the Chairman is an independent director under the listing standards of the New York Stock Exchange, the duties of the lead independent director will be assumed by the Chairman.

The non-management directors meet at least twice a year without any executive officers or management directors present. These meetings are scheduled in conjunction with regular Board meetings. In addition, any non-management director may call for an executive session of the non-management directors of the Board to coincide with any regularly scheduled Board meeting. Non-management directors may also meet separately, with the CEO, from time to time, as determined by the non-management directors and/or the CEO.

The Board and its Committees have access to such independent advisors as the Board or the relevant Committee (consistent with the provisions of its charter) deem necessary and appropriate.

There are currently 10 Board members. The Board and the Governance Committee have determined that a Board of 7-10 directors is currently the appropriate size.

On matters of corporate governance, the practice is to involve the full Board. The Board shall be composed of a majority of independent directors, as such term is defined under the listing standards of the New York Stock Exchange. There are currently 7 independent directors, 1 former member of management and 2 current members of management on the Board of Directors.

The Board shall annually review the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Following such an annual review, only those directors who the Board affirmatively determines to have no material relationship with the Company, and who otherwise meet the definition of independent director under the listing standards of the New York Stock Exchange, will be considered independent directors.

The Audit, Compensation and Governance Committee Charters limit membership on their committees to independent directors only. The Audit Committee members shall be independent as defined in the independence standards for audit committee members set forth in the New York Stock Exchange listing standards, and the Securities Exchange Act and the rules promulgated thereunder.

Any director who has a significant change in occupation, retires from his or her principal employment or is unavailable for active participation due to health, change of residence or similar reason (except for a short duration) shall submit to the Governance Committee an offer of resignation from the Board. Action on such conditional offer of resignation is by Board resolution, upon recommendation of the Governance Committee.

Directors are encouraged to limit the number of other boards on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Directors may not serve simultaneously on more than six public company boards, including the Company's Board. Directors should also advise the Chairman of the Board and the Chairman of the Governance Committee in advance of accepting an invitation to serve on another board.

Members of the Audit Committee may not serve simultaneously on more than three public company audit committees, including the Company's audit committee, except with the prior approval of the Board.

The Board does not believe it should establish term limits. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to term limits, the Governance Committee, in conjunction with the Chief Executive Officer, formally reviews each director's continuation on the Board every year. This also allows each director the opportunity to conveniently confirm his or her desire to continue as a member of the Board.

The Board has adopted a policy that, unless it is determined in a particular instance that longer tenure is in the best interests of the Board or the Company: (1) no director shall be nominated for re-election at an annual stockholders meeting coinciding with or next following his or her 72nd birthday and (2) inside directors shall retire on the date of their retirement or termination of employment with the Company or its affiliates.

The form and amount of director compensation is approved by the Board, upon recommendation of the Compensation Committee. In making its recommendation, the Compensation Committee considers (1) both direct and indirect forms of compensation to the Company's directors, including any charitable contributions by the Company to organizations in which a director is affiliated and consulting or other similar arrangements between the Company and a director, and (2) the impact on the director's independence of the amount and form of director compensation. The Company's Human Resources Department monitors director compensation in relation to other comparable U.S. companies on an ongoing basis and recommends to the Compensation Committee changes in the Company's director compensation program it deems appropriate. The Compensation Committee is also assisted as needed by independent compensation consultants.

Directors' fees are the only compensation a member of the Company's Audit Committee may receive from the Company.

At least annually, the Board asks its members to complete a Self-Appraisal Questionnaire that is developed by the Governance Committee and approved by the Board. The Questionnaire is designed to assess the Board's contribution as a whole and the contributions of the committees of the Board and to specifically review areas in which the directors believe a better contribution could be made. The purpose is to increase the effectiveness of the functions of the Board, not to target individual Board members. The Board believes, however, that assessments of individual Board members are an important part of the evaluation of Board performance. Therefore, it is the Company’s policy to provide for a means of review and assessment of each individual board member’s performance as part of the overall Board evaluation process. In addition, each of the Board's committees conducts an annual self-evaluation.

The Board believes that management generally should speak for the Company. While individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company, it is expected that Board members would do this with the knowledge of management and, in most instances, at the request of management.

The General Counsel and/or the Secretary are the only non-directors generally present at each Board meeting for its duration. The officers who compose the senior management attend meetings for operational, financial and related presentations. Other officers attend on an invitation basis for presentations or other purposes.

Board members have complete access to Company management. It is assumed that Board members will use judgment to be sure that this contact is not distracting to the Company and that such contact, if in writing, be copied to the CEO. Furthermore, the Board encourages management to, from time to time, bring managers into Board Meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) represent managers with future potential that senior management believes should be given exposure to the Board.

Board policy requires at least four Board meetings per year. Board meetings are scheduled a year in advance. Changes to the schedule are made as needed by the Chairman in consultation with other Board members and appropriate members of management. Directors are expected to attend in person and participate in Board and committee meetings, and to participate telephonically when they are unable to attend in person. On occasions when a director is unable to attend a meeting, he or she is expected to notify the Chairman of the Board or appropriate committee in advance of such meeting.
The Chairman, in consultation with other Board members or members of management, as appropriate, establishes the agenda for each Board meeting. Each Board member is free to suggest the inclusion of items on the agenda.

Any member of the Board may act to convene the Board as necessary or desirable in the event the Chairman is incapacitated.

Financial and economic information about the Company is provided to the Board on a regular basis. Generally information and data that is important to the Board's understanding of the business to be conducted at a meeting will be distributed in writing to the Board an adequate time before the Board meets. Management will make every attempt to see that this material is as brief as possible while still providing the desired information. On those occasions in which the subject matter is too sensitive to put on paper, the Chairman may elect to contact each director by telephone in advance of the meeting to notify them of the principle issues the Board will consider. Directors are expected to review and devote appropriate time to studying Board materials.

As a general rule, presentations on specific subjects are sent to the Board members in advance so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the material.

Each director is strongly encouraged to attend the Company’s Annual Meeting of Shareholders.

There are currently four standing Board committees: Audit, Compensation, Executive and Governance. The Board may form, merge or dissolve any Committee the Board determines in the best interests of the Company, to the extent consistent with the listing standards of the New York Stock Exchange.

The Board has not adopted a specific tenure policy for Committee Chairs. Committee assignments, including Chairs, are evaluated annually and rotated as appropriate. All Committee changes are approved by the Board, upon recommendation of the Governance Committee.

Committee meetings (other than for the Executive Committee) are normally held on the day preceding, or the morning of, each regularly scheduled Board meeting. Committee meetings are scheduled a year in advance. Changes to the schedule are made as needed by the Committee Chair in consultation with, as appropriate, other members of the Committee and members of management. Each Committee Chair makes a report on Committee matters to the Board at the next scheduled Board meeting.

The Chair of the Committee in consultation with, as appropriate, other members of the Committee and members of management, develops the Committee's agenda. A preliminary annual schedule of Committee agenda subjects is issued each year. The final agenda is set by the Committee Chair in consultation with, as appropriate, other members of the Committee and members of management prior to each meeting. Each Committee's agenda is shared with the Board.

The Standing Committees operate pursuant to their charters adopted by the Board, which set forth the responsibilities and procedures that the Committee must follow. The Committee charters are set forth in Appendix A attached hereto. Each Committee annually reviews its charter and recommends to the Board any changes it deems necessary.

The Compensation Committee will review and approve corporate goals and objectives for CEO compensation, evaluate the CEO’s performance in light of those goals and objectives and determine and approve the CEO’s compensation level. On behalf of the Board, the Governance Committee will, as it and the Compensation Committee determine appropriate, provide input to the Compensation Committee on the CEO’s performance.

The Governance Committee, on behalf of the Board, shall adopt a succession plan for the position of Chief Executive Officer. To assist the Governance Committee in this function, the CEO shall meet at least annually with the Governance Committee to report on succession planning. The succession plan will be reviewed at least annually by the Board.

On a continuing basis, the CEO shall provide the Board with a recommendation as to a short-term successor in the event the CEO becomes unable to perform his or her duties.

The Board will oversee the creation and maintenance of a program of management development. The CEO will review the program annually with the Board.


Approved by Board of Directors: September 13, 2007