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                                                                   EXHIBIT 10.90

PERSONAL AND CONFIDENTIAL

December 5, 2001

Gerald Schenkkan

Dear Tex:

Pursuant to our discussions over the past several months, we are pleased to
offer you a long-term incentive bonus opportunity. This letter amends and
replaces the "CEBU-specific long-term incentive plan" provisions in the March
23, 2000 letter from Mr. John Gannon to you (copy attached).

1. LONG-TERM INCENTIVE PLAN.

     a. PART 1. Based on your April 19, 2001 email (copy attached) and the March
        23 letter, Maxtor agrees to pay you $500,000 in recognition of your
        results relative to established goals regarding Consumer Electronics.
        This amount will be targeted for payout as soon as administratively
        feasible after you sign and accept this letter agreement and return it
        to Maxtor.

     b. PART 2. Maxtor also agrees to provide you with an incentive opportunity
        target of $250,000. Pay-out would be based on achievement of certain
        corporate financial metrics established by the Maxtor Board of Directors
        for the Maxtor Merger Incentive Plan. If the metrics are achieved payout
        would be targeted for April 2003. Based on the Boards assessment of the
        achievement of the metrics, the pay-out could range from zero (0) to
        200% of the target amount. This incentive opportunity is in addition to
        your Annual Incentive Program opportunity.

     c. All payments made under this letter agreement shall be subject to
        applicable tax withholding requirements. In order to receive a payment
        hereunder, you must be employed by Maxtor on the date such payment is
        scheduled by Maxtor to be made.

2. NON-INTERFERENCE. Recognizing that an important element of the Company's
   business success is the information and/or business relationships entrusted
   to the Company's employees, you agree that during the term of your employment
   and for a period of two (2) years thereafter, regardless of how or why your
   termination occurs, you will not directly or indirectly (i) solicit, cause or
   attempt to cause any customer or prospective customer of the Company with
   whom you dealt, or with respect to which you were provided or had access to
   any confidential information at any time during your employment with the
   Company, to divert, terminate, limit or in any manner fail to enter into any
   actual or potential business relationship with the Company; or (ii) in any
   way disrupt, damage, impair or interfere with the business of the Company,
   whether by way of interfering with or soliciting its employees, disrupting
   its relationship with customers, agents, vendors, distributors or
   representatives, or otherwise. These obligations are in addition to any
   similar obligations set forth in the Confidentiality Agreement or any other
   Agreement between you and the Company.


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Mr. Tex Schenkkan
December 3, 2001
Page 2

3.   At-Will Employment. Nothing contained herein shall be interpreted as
     changing the fact that your employment relationship with Maxtor is at
     will, which means that either you or Maxtor may terminate the relationship
     at any time for any reason.

4.   Governing, Law, Interpretation. This letter shall be interpreted in
     accordance with and governed by the laws of the State of California,
     exclusive of choice of law provisions. If any one or more of the
     provisions (or any part thereof) of this letter agreement shall be held
     invalid, illegal or unenforceable in any respect, the validity, legality
     and enforceability of the remaining provisions (or any part thereof) shall
     not in any way be affected or impaired thereby.

5.   Miscellaneous. This letter shall supercede all prior arrangements, whether
     written or oral, and understandings regarding the subject matter of this
     letter. This letter and its terms may only be modified or amended by a
     supplemental written agreement signed by you and an authorized
     representative of Maxtor. You agree that no person has made any promise or
     representation to you related to the subject matter herein, except for the
     promises and representations expressly written in this letter, and that you
     have not relied on any such promise or representation and you understand
     that Maxtor does not allow any person to make any such promise or
     representation.

To indicate your acceptance of the terms of this letter, please sign and date
where indicated below and return it to me within one (1) week of the date that
you received this letter.



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Mr. Tex Schenkkan
December 3, 2001
Page 3


Sincerely,

MAXTOR CORPORATION

/S/ Phil Duncan
Executive Vice President
Human Resources, Facilities


ACCEPTED AND AGREED.

       12/09/01                                         /S/ Gerard Schenkkan
DATED:---------------------                   SIGNATURE:---------------------

                                                        /s/ Gerard Schenkkan
                                              PRINT NAME:--------------------