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                                                                   EXHIBIT 10.86



PERSONAL AND CONFIDENTIAL

October 31, 2001



Mr. Michael J. Wingert
2133 Ridgeview Way
Longmont, Colorado  80501

Dear Mr. Wingert:

Pursuant to our recent discussions, we are pleased to offer you an assignment to
the newly created position of Executive Vice President, General Manager for the
Server Products Group in Shrewsbury, Massachusetts ("EVP/GM Server Products"),
reporting to Maxtor Corporation's Chief Executive Officer. This letter is
intended to replace any previous offer letters, which are hereby withdrawn.

This offer and your employment relationship with Maxtor Corporation (the
"Company") are subject to the terms and conditions set forth in: a) this offer
letter ("Offer Letter"); b) the "Employee Agreement Regarding Confidentiality
and Inventions" that you signed on or about September 22, 1994 ("Confidentiality
Agreement"); and c) any other written agreements that you have executed relating
to your employment with the Company ("Agreement(s)").

1. Salary. Your compensation will consist of an annual salary of Four Hundred
Thousand ($400,000.00) Dollars ("Base Salary") payable according to the
Company's normal payroll procedures, and subject to applicable withholding
requirements. While the Company will make necessary withholdings from your pay
as required by law, you will be responsible to comply with all legal and tax
requirements. You will be based in the Company's offices in Shrewsbury,
Massachusetts.

2. Incentive Plan. For each full year of your employment as EVP/GM Server
Products, you will be entitled to participate in Maxtor's Incentive Plan
("Incentive Plan") as approved by the Company's Board of Directors during each
such year, at a participation level of sixty (60%) percent of your Base Salary.
All payments made under the Incentive Plan shall be subject to applicable
withholding requirements. In order to receive an Incentive Plan bonus payment
for any given plan year, you must be employed as of the date that Incentive Plan
payments are made for that year.

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Mr. Mike Wingert
October 31, 2001
Page 2


3. Incentive Bonus. Subject to your continued employment as EVP/GM Server
Products, you will be paid an incentive bonus in the amount of Seven Hundred
Fifty Thousand ($750.000.00) Dollars ("Incentive Bonus"), subject to applicable
withholding requirements. The Incentive Bonus will be paid according to the
following schedule, provided that you are employed by the Company as of the
listed payment dates:

$250,000 within thirty (30) days of your written acceptance of the offer set
forth herein; $250,000 at the end of the first pay period in January 2002; and
$250,000 at the end of the first pay period in January 2003.

4. Stock Options. Subject to the approval of the Company's Board of Directors,
you will be granted an option to purchase two hundred thousand (200,000) shares
of the common stock of Maxtor Corporation pursuant to the terms and conditions
of the Maxtor Corporation Amended and Restated 1996 Stock Option Plan (Fourth
Amendment and Restatement approved on June 23, 1999) (hereinafter referred to as
the "Stock Option Plan"). The price per share will be determined according to
the terms of the Stock Option Plan. Subject to your continuing employment with
the Company, the vesting schedule for the above described option grant shall be
as follows:

- 25% of the shares granted vest on the one (1) year anniversary of the option
grant; and - an additional 6.25% of the shares granted will vest at the end of
each full calendar quarter thereafter until the vested percentage equals 100%.

The above described option grant shall be subject to additional terms and
conditions as set forth in the Stock Option Plan and subject to your acceptance
of the terms and conditions set forth in the Notice of Stock Option Grant that
you will receive from the Company.

5. Relocation Loan. In addition to the compensation described above, you shall
receive the right to borrow up to Two Hundred Thousand ($200,000.00) Dollars
("Loan Funds") from the Company within ten (10) days prior to the closing date
of your purchase of a new principal residence in the Shrewsbury Area. Your right
to borrow such amount shall be subject to your agreement to the terms of a
promissory note in a form to be provided by the Company ("Promissory Note"). The
Promissory Note will accrue interest, compounded annually, at the then-current
average Prime Rate (base rate on corporate loans posted by at least 75% of the
nation's 30 largest banks).. The Promissory Note will be due as of the earliest
of 1) six (6) months following the date of your receipt of the Loan Funds or 2)
fourteen (14) days following the closing of the sale of your current principal
residence in Colorado.

6. Reimbursement of Relocation Expenses. Subject to the Company's Business
Travel and Entertainment Policy, the Company will reimburse you for the
following expenses incurred in connection with the relocation of your principal
residence to the Shrewsbury, Massachusetts area:

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Mr. Mike Wingert
October 31, 2001
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    a)  House hunting trip with family to Shrewsbury (maximum of 6 night stay);

    b)  Relocation of household belongings with no weight restrictions;

    c)  Relocation of personal vehicles (4 cars, 1 boat, and snowmobiles);

    d)  Transportation of your family to Shrewsbury upon location of housing;

    e)  Reasonable, non-recurring real estate closing costs connected with sale
        of your principal residence in Colorado;

    f)  Reasonable, non-recurring real estate closing fees in Shrewsbury
        (including one (1) mortgage discount point);

    g)  Temporary living assistance of up to Three Thousand ($3,000.00) Dollars
        per month for the lesser of six (6) months following the commencement of
        your employment as EVP/GM Server Products or until you move into your
        principle residence in the Shrewsbury area;

    h)  The sale of your principal residence in Colorado will be coordinated by
        our relocation services vendor, Plus Relocation. The sale price on said
        residence shall be determined after obtaining two Broker Price Opinions
        ("BPO's"). If the final sale price is less than ninety-five (95%)
        percent of the average of the two BPO's, the Company shall reimburse you
        for the difference between the actual sale price and 95% of the averaged
        BPO's, up to a maximum reimbursement of Twenty-Five Thousand
        ($25,000.00) Dollars; and

    i)  You will be provided with a one-time relocation allowance equal to one
        (1) month of your Base Salary.

There shall be no gross up of any of the foregoing expenses, except as otherwise
permitted under the Company's Business Travel and Entertainment Policy. If, at
any time within two (2) years of the commencement of your employment in the
position of EVP/GM Server Products: a) you voluntarily terminate your employment
with the Company (including without limitation resignation due to Reassignment
as described in Section 8 below entitled "Subsequent Assignments"); or b) the
Company terminates your employment for Cause, you will be required to reimburse
the Company for the total amount of relocation expenses provided to you by
Maxtor.

7. Insurance and Benefits. Your current eligibility to participate in the
Company's various benefit plans shall continue during the term of your
employment with the Company, except as otherwise agreed by you and the Company
in writing.

8. Repayment Upon Voluntary Termination or Termination for Cause. If, at any
time before January 7, 2005, you voluntarily terminate your employment with the
Company (excluding voluntary termination under the circumstances specified in
subsections B and C of Section 9 below) or the Company terminates your
employment for Cause, then you will be required to repay to the Company, within
thirty (30) days of the effective date of your termination, any Incentive Bonus
Payments made to you within the three (3) year period preceding the effective
date of your termination. If you voluntarily terminate your employment under the
circumstances specified in subsections B and C(1) of Section 9

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Mr. Mike Wingert
October 31, 2001
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below, you may keep the first two installments of the Incentive Bonus, but you
must return the third installment in the amount of $250,000 to the Company
within thirty (30) days of the effective date of your termination.

9. Subsequent Assignments. At any time during the term of your employment with
the Company, the Company may, within its sole discretion, terminate the position
of EVP/GM Server Products and/or elect to reassign you to another executive
vice-president level position reporting to the Company's Chief Executive Officer
("EVP Position") at a Company location outside of the Shrewsbury Area
("Reassignment"). For the purposes of this Offer Letter, the "Shrewsbury Area"
shall mean any location within a fifty (50) mile radius of the Company's
Shrewsbury facility.

    A. Acceptance of Reassignment. If you accept a Reassignment, you will
receive relocation assistance consistent with that provided in Section 6 of this
Offer Letter entitled "Reimbursement of Relocation Expenses."

    B. Company Denial of Request for Reassignment After Three Years. If, within
the thirty (30) day period commencing on January 7, 2005, you advise the Company
in writing that you wish to relocate to another Company location outside of the
Shrewsbury Area, and the Company, within its sole discretion, determines and
notifies you that there is no suitable EVP Position open in another Company
location, you may elect to voluntarily terminate your employment within thirty
(30) days after receiving such notification.

    C. Refusal of Certain Reassignments. If an EVP Position Reassignment is
offered to you under the following limited circumstances, and you do not accept
the Reassignment by providing the Company with a written acknowledgement of your
acceptance within fifteen (15) days of your receipt of a formal offer letter
stating the terms of the Reassignment, you will be deemed to have voluntarily
terminated your employment with the Company:

        (1) A Reassignment which is to commence at any time prior to January 7,
        2005; or
        (2) A Reassignment which is to commence on or after January 7, 2005.

    D. Severance Benefits. If you voluntarily terminate your employment with the
Company under the specific circumstances described in subsections B and C(1) of
this Section 9, you shall be entitled to the severance benefits described in
subsections A, B and C of Section 10 below entitled "Termination Other Than For
Cause", subject to the terms and conditions set forth therein. If you
voluntarily terminate your employment with the Company under the specific
circumstances described in subsections C(2) of this Section 9, you shall be
entitled to the severance benefits described in subsections A, B, C and D of
Section 10 below entitled "Termination Other Than For Cause", subject to the
terms and conditions set forth therein.

10. Termination Other Than For Cause, Death or Disability. If at any time during
your employment in the position of EVP/GM Server Products: (a) the Company
terminates your

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Mr. Mike Wingert
October 31, 2001
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employment other than for Cause, death or disability, and (b) you have signed a
comprehensive release of claims in a form acceptable to the Company ("Release
Agreement"), then:

    (A) The Company will pay you a severance amount equal to nine (9) months of
your then current Base Salary ("Severance Amount"), subject to applicable
withholding requirements. Said Severance Amount shall be payable in equal
amounts paid bi-weekly during the nine (9) month period ("Payment Period") which
commences on the Company' first regularly scheduled payday following the later
of (a) the date upon which you execute a Release Agreement; or (b) the
expiration of any revocation period set forth in such a Release Agreement.

    (B) In accordance with federal law (COBRA), you will be eligible for
continued health coverage following the effective date of your Resignation. If
you elect to continue such health coverage following your Resignation, the
Company will reimburse you for any premiums paid by you during the Payment
Period (but such reimbursement shall not exceed the premiums for the same
coverage as you had last elected prior to the Resignation Date). Such
reimbursement will be made as a pretax sum equal to the COBRA premium added to
the bi-weekly payments made during the Payment Period.

    (C) Subject to the Company's Business Travel and Entertainment Policy, the
Company will reimburse you for the cost of relocating your principal residence
up to a maximum reimbursement of One Hundred Fifty Thousand ($150,000.00)
Dollars, provided that such relocation is to a location which is fifty (50) or
more miles from the location of your principal place of residence at the time of
termination. These expenses will not be grossed up.

    (D) You will not be obligated to repay any portion of the Incentive Bonus
received by you prior to the effective date of your termination.

11. Termination Due to Death or Disability. If your employment as the Company's
EVP/GM Server Products is terminated as a result of your death or Disability,
you and or your surviving spouse shall receive the relocation benefit described
in Section 10(c) above and there will be no obligation to repay any portion of
the Incentive Bonus. For the purposes of this Offer Letter, "Disability" shall
mean (a) your incapacity due to bodily injury or disease so as to prevent you
from engaging in the performance of your employment duties, (b) such incapacity
has continued for a period of six (6) consecutive months, and (c)
such.incapacity will, in the opinion of a qualified physician, be permanent and
continuous during the remainder of your life.

12. For Cause Termination. For the purposes of this Offer Letter, a termination
shall be "for Cause" if it is based upon any of the following: 1) theft, a
material act of dishonesty, fraud, the intentional falsification of any
employment or Company records or the commission of any criminal act which
impairs the employee's ability to perform his/her employment duties; 2) improper
disclosure of Company's confidential, business or proprietary information by the

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Mr. Mike Wingert
October 31, 2001
Page 6


employee; 3) the employee's conviction (including any plea of guilty or nolo
contendere) for a felony causing material harm to the reputation and standing of
the Company, as determined by the Company in good faith; or 4) a material breach
of any provision of this Offer Letter, of the Confidentiality Agreement or any
other Agreements with the Company.

13. Notice of Termination. You agree that if you voluntarily terminate your
employment with the Company for any reason, you will provide the Company with at
least thirty (30) days' written notice of your resignation. The Company may, in
its sole discretion, elect to waive all or any part of such notice period and
accept your resignation at an earlier date.

14. Payment of Taxes. All payments made to you by Company shall be subject to
all applicable federal and state income, employment and payroll taxes. All taxes
imposed upon you by federal, state or local authorities related to the payments
made to you by Company are your responsibility and you agree that you will
indemnify Maxtor from any payment of the same assessed against it by any taxing
authority.

15. Parachute Payments. If due to the benefits provided under this Offer Letter,
you are subject to any excise tax due to characterization of any amounts payable
hereunder as excess parachute payments pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), the Company agrees to offer you
the option of (i) receiving the full parachute payment subject to the excise
tax, or (ii) receiving a reduced parachute payment that would not be subject to
the excise tax (which in some circumstances may maximize the net benefit to
you). Unless you and the Company otherwise agree in writing, any calculation
required for this purpose shall be made in writing by independent public
accountants agreed to by you and the Company ("Accountants"), whose calculation
shall be conclusive and binding upon you and the Company for all purposes. For
purposes of calculating your options under this Section 15, the Accountants may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. You and the Company shall furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated.

16. 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

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Mr. Mike Wingert
October 31, 2001
Page 7


set forth in the Confidentiality Agreement or any other Agreement between you
and the Company.

17. Employment Duties. In the position of EVP/GM Server Products, you agree to
devote your full business time, energy and skill to your duties with the
Company. You further agree that, during the term of your employment with the
Company, you will not engage in any other employment, occupation, consulting or
other business activity, and will not directly or indirectly provide services to
or through any person or entity, except the Company, unless otherwise authorized
in writing by the Company's Chief Executive Officer, and that you will not
engage in any activities that conflict with your obligations to the Company.

18. At-Will Employment. Notwithstanding any other provision of this Offer
Letter, if you choose to accept this offer, your employment with the Company
will be voluntarily entered into and will be for no specified term. As a result,
your employment is "at-will", and you are free to resign at any time, for any
reason or no reason, as you deem appropriate. The Company will have a similar
right and may terminate your employment at any time, with or without cause or
advance notice.

19. Governing Law; Dispute Resolution; Interpretation. This Offer Letter shall
be interpreted in accordance with and governed by the laws of the State of
California, exclusive of choice of law provisions. Any dispute arising out of
the terms and conditions of your employment with the Company shall be submitted
by the parties to binding arbitration by the American Arbitration Association
(AAA) in Santa Clara County, California or elsewhere by mutual agreement, and
shall be shall conducted according to the Commercial Arbitration Rules of the
AAA. Each party shall bear its own attorneys fees and costs incurred in
connection with such proceedings. If any portion of this Offer Letter is found
by a court or arbitrator (in a binding arbitration) to be invalid, illegal, or
incapable of being enforced by any applicable rule of law or public policy, the
remainder of the terms set forth herein shall nevertheless remain in full force
and effect and this Offer Letter shall be deemed to be modified so as to effect
the parties' original intent as closely as possible to the end that the
transactions contemplated herein are fulfilled to the greatest extent possible.
The section headings contained in this Offer Letter are for reference purposes
only and shall not affect the interpretation or meaning of this Offer Letter.

20. Miscellaneous. This Offer Letter, the Confidentiality and the other
Agreements between you and the Company constitute the entire agreement between
you and Maxtor regarding the terms and conditions of your employment. By signing
below, you are agreeing that you have not relied on any other promises or
documents and that you understand and agree that no person is authorized by the
Company to make any other promises to you about the terms and conditions of your
employment. No modification of or amendment of the terms and conditions or your
employment, nor any waiver of any rights under this Offer Letter, the
Confidentiality Agreement or any other Agreement between you and the Company
will be effective unless set forth in writing and signed by the party to be
charged. In view of the personal nature of the services to be performed by

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Mr. Mike Wingert
October 31, 2001
Page 8


you as an employee of the Company, you may not assign or transfer any of your
obligations under this Agreement

We look forward to working with you in the new position of EVP/GM Server
Products. To indicate your acceptance of the terms of this Offer 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.

Sincerely,

MAXTOR CORPORATION

/s/ PHIL DUNCAN

Phil Duncan
Executive Vice President
Human Resources, Facilities

ACCEPTED AND AGREED.

DATED: 11/19/2001                       SIGNATURE: /s/ MICHAEL J. WINGERT
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                                        PRINT NAME: Michael J. Wingert
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