June 17, 1996

Mr. Michael Cannon

Dear Michael,

Maxtor Corporation is pleased to offer you the position of
President and Chief Executive Officer, reporting to Dr. C.S.
Park, Vice Chairman, and the Board of Directors.  Your salary
will be $500,000 per annum.  In addition Maxtor Corporation will
give you a $1,000,000 sign-on bonus to be paid over time:
$250,000 to be paid on the last day of June, 1996; $250,000 to be
paid on the last day of December, 1996; $250,000 to be paid on
the last day of June, 1997; and $250,000 to be paid on the last
day of December, 1997.  These bonuses are subject to applicable
taxes at the time of payment.

Maxtor provides its employees with generous health and other
benefits, including medical, dental, life and long-term
disability insurances, four weeks personal time off, ten paid
holidays and a 401(k) program and quarterly profit sharing based
on financial performance.

You will be eligible for a management incentive bonus which will
be 50% of your base salary and which will be paid out quarterly
based on predetermined performance goals for both corporate
measures and individual measures.  In addition, contingent upon
the approval of the Board of Directors of Maxtor,  you will be
eligible to receive 900,000 options in our new stock option
program.  Details of the program will be provided to you at the
time of the approval of your stock option award.

By signing and accepting this offer, you agree to forfeit the
unpaid portion of the sign-on bonus if you voluntarily resign
from your employment at Maxtor prior to the last day of December,
1997.  If your employment is involuntarily terminated without
cause, you will receive a severance package equivalent to one
year's base salary in addition to the remaining unpaid portion of
the above mentioned sign-on bonus.

Moreover, in compliance with federal immigration law, you will be
required to provide documentary evidence of your identity and
eligibility for employment in the United States.  Such
documentation must be provided within three (3) business days of
your date of hire. In addition, as a condition of your employment
with Maxtor, it will be necessary for you to complete, sign and
return with this offer of employment, the attached Maxtor
Employee Agreement Regarding Confidentiality and Inventions.

This offer of employment is contingent upon your agreeing to, and
passing, a drug screening analysis.  You may contact Doctors on
Duty at (408) 942-0333 to make arrangements.

Also, it is customary with Maxtor employees that you will not
have an employment contract, and either you or Maxtor can
terminate the employment relationship with or without cause at
any time.

Michael, we at Maxtor look forward to having you as a team member
and are confident that you will make significant contributions to
the company's future.  Please sign below signifying your
acceptance of this position and return this letter to the Human
Resources Department by June 24, 1996.

Please plan on attending new employee orientation at 211 River
Oaks Parkway in the HR conference room, at 9:00 a.m. on the
Monday you begin employment.

Sincerely,

/s/ C.S. Park

Dr. C.S. Park
Vice Chairman

Accepted:/s/ Michael R. Cannon                          
Date:June 18, 1996

Expected Start Date:     July 1, 1996