I.  COMPOSITION, MEETINGS, QUORUM AND VOTING:

1. The Strategic and Financial Transactions Committee (“Committee”) of the Board of Directors of Seagate Technology (the “Company”) shall consist of at least three (3) members of the Board of Directors. The Committee shall elect a Chairman from among their members to serve in that capacity until a new Chairman is elected.
2. 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.
3. The Committee shall hold such meetings as it deems necessary and shall meet on an ad hoc basis throughout each calendar year. Minutes of all Committee meetings shall be taken and shall be approved in a timely manner.
4. The Committee has the authority to approve (i) the payment of compensation to, or other terms of retention of, any legal, accounting or other advisor retained by the Committee and (ii) the payment of ordinary administrative expenses of the Committee that are necessary or appropriate to carry out its duties.

II.  FUNCTION AND DUTIES:

1. The Committee shall possess and may exercise all the powers of the Board of Directors that may by law be exercised by the Committee to review, evaluate and authorize management of the Company to enter into any potential capital market transactions (including debt and equity financings), private equity and debt financing, proposed merger, acquisition, divestiture or investment, in amounts of more than $25 million and up to $100 million individually (transactions of $25 million or less being within the Chief Executive Officer’s discretion) that the Company may have the opportunity to participate in from time to time. The Committee may review similar transactions in excess of $100 million, and make a recommendation to the full Board of Directors in connection therewith.
2. The Committee shall oversee the Company’s corporate capital structure, including not less than an annual review and discussion with the Company’s management about the status of the Company's long- and short-term debt, and debt-to-equity ratio.
3. The Committee shall discuss with the Company’s management and its independent auditors the Company’s guidelines and policies with respect to risk assessment, risk appetite, and risk management.
4. The Committee shall discuss the Company’s major risk exposures, including financial and operational risks, and the steps the Company’s management is taking or has taken to monitor and control risk within risk appetite guidelines.
5. The Committee shall perform such other functions as may from time to time be delegated by the Board of Directors to the Committee.
6. 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.

III.  POLICIES

1. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.

As amended by the Committee on September 21, 2009