WESTERN DIGITAL CORP — Proxy Solicitation & Information Statement 2002

Nov 8, 2002

DEFR14A 1 a85790defr14a.htm AMENDED PROXY MATERIAL Amended Proxy Material PAGEBREAK

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant
to § 240.14a-11(c) or 240.14a-12

WESTERN DIGITAL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.
[ ]	Fee computed on table below
per Exchange Act Rules 14a-6(i)(4) and 0-11

| 1) | Title of each class of securities to which transaction
applies: |
| --- | --- |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |

[ ]	Fee paid previously by written preliminary materials.
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| (1) | Amount
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DEAR WESTERN DIGITAL CORPORATION SHAREHOLDER:

We recently discovered that the disclosure regarding the annual retainer paid to the chairman of each committee of our Board of Directors on page 6 of our proxy statement dated October 10, 2002, incorrectly stated that the annual retainer is $2,500. The correct annual retainer paid to the chairman of each committee is $5,000. We apologize for any inconvenience that this may have caused.

November 8, 2002