I. COMPOSITION:

1. The Compensation Committee (the “Committee”) of the Board of Directors of Seagate Technology (the “Company”) shall consist of three (3) or more members of the Board of Directors, each of whom shall meet the independence standards set forth in The NASDAQ Stock Market LLC ("NASDAQ") listing standards, as determined by the Board of Directors, and each of whom shall be selected by and serve at the pleasure of the Board of Directors.
   
   
2. The Committee shall elect a Chairman from among their members to serve in that capacity until a new Chairman is elected.
   
   
3. A majority of the members of the Committee shall be necessary to constitute a quorum, and in every case the affirmative vote of a majority of the members present and voting (excluding abstentions) shall be necessary for the taking of any action.
   
   
4. At least two (2) members of the Committee shall generally satisfy the requirements for a “non-employee director” for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended and for an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
   
   
5. The Committee shall meet at least four times each year and at such other times as it deems necessary to fulfill its responsibilities. Attendance may be in person or by telephone or other form of electronic communication by which each member may communicate with each other member in attendance. The Committee may also act by written consent.
   
   
6. In fulfilling its responsibilities, the Committee shall have the authority to delegate some or all of its authority to subcommittees or other committees or persons, in each case to the extent not in violation of applicable law or the rules and regulations of NASDAQ.
   
   
7. Subject to the provisions of this Charter and applicable law, the Committee shall establish the terms and conditions under which it shall discharge its designated functions and duties.

II. GENERAL FUNCTION AND DUTIES:

Until such time that the Board of Directors revokes or modifies the responsibilities and authority granted to the Committee pursuant to this Charter:

1. With respect to matters of executive personnel, the Committee shall review the policies and procedures of the Company on attracting, retaining, developing and motivating personnel, including continuity and succession planning, for senior management positions (Senior Vice President level and above), in the interests of assuring an uninterrupted stream of superior executive talent to meet continuing and emerging needs of the Company.
   
   
2. With respect to matters of compensation, except as provided in the following paragraphs, the Committee shall have the authority to develop, approve and authorize all compensation plans in which the Board of Directors, the Chief Executive Officer of the Company, and the other members of senior management of the Company may participate. The Committee shall approve and authorize compensation and equity grants under the Company’s stock compensation plans.
   
   
3. The Committee shall approve and authorize any compensation plans and equity grants for the Chief Executive Officer, which shall be reviewed by a majority of the independent directors of the Board who shall have the opportunity to discuss such compensation plans in executive session.
   
   
4. In the event that approval by the Committee as described in the preceding paragraph (3) would not satisfy relevant requirements for either tax deductibility under Section 162(m) of the Internal Revenue Code or an otherwise available exclusion from potential short-swing trading profits liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3, then a properly constituted
   subcommittee shall approve and authorize such compensation plan.
   
   
5. The Committee shall recommend to the full Board of Directors any new or successor stock compensation plans or executive cash incentive plans which require shareholder approval. The approval of a majority of the full Board of Directors shall be required to approve such plans and to solicit the related stockholder consent.
   
   
6. The Committee shall recommend the compensation program, including cash payments and equity grants, for the non-employee Directors to the full board of Directors. The approval of a majority of the full Board of Directors shall be required to approve such programs.
   
   

III. SPECIFIC FUNCTION AND DUTIES:

The Committee is charged with:

1. Discharging the responsibilities of the Board of Directors to the shareholders of the Company and the investment community with respect to the Company’s longterm incentive plans and the compensation of the Company’s executives and directors.
   
   
2. Reviewing and discussing with management the Company's Compensation Discussion and Analysis ("CD&A") and related disclosures that Securities and Exchange Commission ("SEC") rules require be included in the Company's annual report and proxy statement, recommending to the Board based on the review and discussions whether the CD&A should be included in the annual report and proxy statement, and preparing the compensation committee report required by SEC rules for inclusion in the Company's annual report and proxy statement.
   
   
3. Performing an annual review of senior management resources, development plans, and continuity and succession planning, and making recommendations to the Board of Directors with respect to the selection of individuals to occupy senior management positions.
   
   
4. With the Chief Executive Officer, conducting an annual review of the performance of senior managers (Executive Vice President level and above) other than the CEO.
   
   
5. Considering the Chief Executive Officer’s recommendations for compensation, including base salary, short term incentives and long term incentives, for all members of senior management other than the Chief Executive Officer.
   
   
6. Reviewing and approving corporate goals and objectives relevant to the senior executives (other than the Chief Executive Officer), establishing criteria for assessing the performance of such executives, assessing the performance of such executives annually, approving the annual salaries, bonuses, stock grants and other benefits, direct and indirect, of the senior executives, and reporting the
   benefits so approved to the full Board of Directors.
   
   
7. Reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer, establishing criteria for assessing the performance of the Chief Executive Officer and assessing the performance of the Chief Executive Officer annually. Based on such review, approving the annual salary, bonus, stock grants and other benefits, direct and indirect, of the Chief Executive Officer and providing details of same to the independent directors of the Board for their review prior to final approval by the Committee.
   
   
8. Reviewing and recommending to the Board, the compensation of Directors for service on the Board.
   
   
9. Reviewing management proposals regarding compensation philosophy, and compensation plans and guidelines for the Board of Directors and the executive officers of the Company (which review shall include plans and administration of plans, base salaries, short term incentives, long term incentives and all executive benefits and perquisites), and reporting conclusions to the Board of Directors.
   
   
10. Serving as the Plan Committee designated in the various short-term incentive plans and long-term incentive plans of the Company.
    
    
11. Reviewing management proposals and making recommendations to the Board of Directors concerning additions, deletions or changes in existing benefit plans, proposals for new benefit plans, and all other compensation proposals requiring the approval of the Board of Directors.
    
    
12. Reviewing and approving all equity compensation plans of the Company which are not otherwise subject to the approval of the Company’s shareholders.
    
    
13. Unless otherwise expressly provided by the Board, administering the Company’s stock compensation plans, including the review and grant of options and other stock awards.
    
    
14. Overseeing the Company’s share ownership guidelines for senior executives, annually measuring progress against the guidelines and considering this progress in determining future equity grants and updating the guidelines as necessary and appropriate.
    
    
15. Reviewing and approving various other compensation policies and matters brought to the attention of the Committee.
    
    
16. Selecting and approving, to the extent deemed appropriate, compensation and benefits consultants and other outside consultants, attorneys or other advisors to provide independent advice or other assistance to the Committee, in which case the Committee shall have sole authority to approve the fees, other retention terms and other terms of service for any such consultants, attorneys or other
    advisors.
    
    
17. Reviewing and making recommendations with respect to shareholder proposals related to compensation matters.
    
    
18. Discharging its functions and duties hereunder in accordance with the applicable rules and guidelines established by NASDAQ and in accordance with applicable law.

IV. REPORTS

1. Producing the annual report addressing its review of management's CD&A for inclusion in the Company’s annual report and proxy statement, in accordance with the applicable SEC rules.
   
   
2. The Committee shall regularly report to the full Board of Directors (i) the results of each meeting of the Committee following such meeting, (ii) such other matters as are relevant to the Committee’s discharge of its duties, and (iii) such recommendations as the Committee shall deem appropriate.
   
   
3. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including review of the Committee’s compliance with this Charter.