<PAGE>

                             MAXTOR CORPORATION

                AMENDED AND RESTATED 1996 STOCK OPTION PLAN


1.   ESTABLISHMENT, PURPOSE AND TERM OF PLAN

     (a)  ESTABLISHMENT.  The Maxtor Corporation 1996 Stock Option Plan was 
initially established effective as of May 1, 1996 (the "EFFECTIVE DATE"), and 
is hereby amended and restated in its entirety as the Maxtor Corporation 
Amended and Restated 1996 Stock Option Plan (the "PLAN").

     (b)  PURPOSE.  The purpose of the Plan is to promote the long-term 
interests of the Participating Company Group and its stockholders by 
providing an incentive to attract, retain and reward persons performing 
services for the Participating Company Group and by providing such persons 
with an additional incentive to promote the financial success of the 
Participating Company Group.

     (c)  TERM OF PLAN.  The Plan shall continue in effect until the earlier 
of its termination by the Board of Directors or the date on which all of the 
shares of Stock available for issuance under the Plan have been issued and 
all restrictions on such shares under the terms of the Plan and the 
Agreements evidencing Awards granted under the Plan have lapsed.  However, 
all Awards shall be granted, if at all, within ten (10) years from the 
Effective Date.

2.   DEFINITIONS.

     Unless otherwise required by the context, the following terms when used 
in the Plan shall have the meanings set forth in this Section 2:

     (a)  "AGREEMENT":  A written option agreement between the Company and 
the Participant evidencing an Award in such form as approved by the Board of 
Directors pursuant to the Plan.

     (b)  "AWARD":  An award of an Option under the Plan.

     (c)  "BOARD OF DIRECTORS":  The Board of Directors of the Company.  If 
one or more Committees have been appointed by the Board of Directors to 
administer the Plan, "Board of Directors" also means such Committee(s).

     (d)  "CODE":  The Internal Revenue Code of 1986, as amended from time to 
time.

     (e)  "COMMITTEE":  The Compensation Committee or other committee of the 
Board of Directors duly appointed to administer the Plan and having such 
powers as shall be specified by the Board of Directors.  Unless the powers of 
the Committee have been specifically limited, the Committee shall have all of 
the powers of the Board of Directors granted herein, including, without 
limitation, the power to amend or terminate the Plan at any time, subject to 
the terms of the Plan and any applicable limitations imposed by law.


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<PAGE>

     (f)  "COMPANY":  Maxtor Corporation, a Delaware corporation, or any 
successor thereto.

     (g)  "CONSULTANT":  Any person, including an advisor, engaged by a 
Participating Company to render services other than as an Employee or a 
Director.

     (h)  "DIRECTOR":  A member of the Board of Directors or of the board of 
directors of any other Participating Company.

     (i)  "EMPLOYEE":  Any person treated as an employee (including an 
officer or a Director who is also treated as an employee) in the records of a 
Participating Company; provided, however, that neither service as a Director 
nor payment of a director's fee shall be sufficient to constitute employment 
for purposes of the Plan.

     (j)  "EXCHANGE ACT":  The Securities Exchange Act of 1934, as amended.

     (k)  "EXERCISE PRICE":  The price per share at which the shares of Stock 
subject to an Option may be purchased upon exercise of such Option.

     (l)  "FAIR MARKET VALUE":  As applied to a specific date, the fair 
market value of a share of Stock on such date as determined in good faith by 
the Board of Directors in the following manner:

           (i)   The average of the high and low prices of the Stock (or the 
mean of the closing bid and asked prices of the Stock if the Stock is so 
reported instead) as reported on the National Association of Securities 
Dealers Automated Quotation ("NASDAQ") System, the NASDAQ National Market 
System or such other national or regional securities exchange or market 
system constituting the primary market for the Stock, on the most recent 
trading day to the date in question, or if there are no reported sales on 
such date, on the last preceding date on which sales were reported; or

           (ii)  In the absence of the foregoing, the Fair Market Value shall 
be determined by the Board of Directors in its absolute discretion based on 
an appraisal of the Stock and after giving consideration to the book value, 
the revenues, and the earnings prospects of the Company in light of market 
conditions generally.

The Fair Market Value determined under one of the preceding paragraphs shall 
be final, binding and conclusive on all parties for the purposes of this Plan.

     (m)  "ISO":  An Option intended to be and which qualifies as an 
"incentive stock option", as defined in Section 422 of the Code or any 
statutory provision that may replace such Section.

     (n)  "NQSO":  An Option not intended or qualified to be an ISO.

     (o)  "OPTION":  Any ISO or NQSO granted under the Plan.


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<PAGE>

     (p)  "OUTSIDE DIRECTOR":  Any Director of the Company who is not an 
Employee.

     (q)  "PARENT CORPORATION":  Any present or future "parent corporation" 
of the Company, as defined in Section 424(e) of the Code.

     (r)  "PARTICIPANT":  A person who has been granted one or more Awards 
under the Plan which remain outstanding or who owns shares of Stock as a 
result of the exercise of an Option.

     (s)  "PARTICIPATING COMPANY":  The Company or any Parent Corporation or 
Subsidiary Corporation.

     (t)  "PARTICIPATING COMPANY GROUP":  At any point in time, all 
corporations collectively which are then Participating Companies.

     (u)  "RULE 16b-3":  Rule 16b-3 under the Exchange Act, as amended from 
time to time, or any successor rule or regulation.

     (v)  "SEC":  Securities and Exchange Commission.

     (w)  "SECURITIES ACT":  The Securities Act of 1933, as amended.

     (x)  "STOCK":  The common stock of the Company, as adjusted from time to 
time under Section 4(b).

     (y)  "SUBSIDIARY CORPORATION":  Any present or future "subsidiary 
corporation" of the Company or the Parent Corporation, as defined in Section 
424(f) of the Code.

     (z)  "TEN PERCENT OWNER":  A Participant who, at the time an Award is 
granted to the Participant, owns stock possessing more than ten percent (10%) 
of the total combined voting power of all classes of stock of a Participating 
Company within the meaning of Section 422(b)(6) of the Code.

3.   PARTICIPATION

     (a)  PERSONS ELIGIBLE FOR AWARDS.  Awards may be granted only to 
Employees, Consultants, and Directors.  For purposes of the foregoing 
sentence, "Employees" shall include prospective Employees to whom Awards are 
granted in connection with written offers of employment with the 
Participating Company Group, and "Consultants" shall include prospective 
Consultants to whom Awards are granted in connection with written offers of 
engagement with the Participating Company Group.  Eligible persons may be 
granted more than one (1) Award.

     (b)  OUTSIDE DIRECTORS.  Each person who is (i) an Outside Director on 
the Effective Date, or (ii) first becomes an Outside Director after the 
Effective Date, shall be granted an Award for forty thousand (40,000) shares 
on the Effective Date or the date he or she first becomes an Outside 
Director; provided, however, that any Director of the Company who previously 
did not qualify as an Outside Director shall not receive an Award pursuant to 
this Section in the event


                                      3
<PAGE>

that such Director subsequently becomes an Outside Director as a result of 
the termination of his or her status as an Employee.  Notwithstanding the 
foregoing, an Outside Director may also receive additional grants under the 
Plan in addition to the grant described in this Section 3(b).

     (c)  GRANT RESTRICTIONS.  Any person who is not an Employee of the 
Company or a Parent Corporation or Subsidiary Corporation of the Company on 
the effective date of the grant of an Award to such person may be granted 
only an NQSO.  An ISO granted to a prospective Employee upon the condition 
that such person become an Employee shall be deemed granted on the date such 
person commences service with a Participating Company, with an Exercise Price 
determined as of such date in accordance with Section 5(a).

     (d)  FAIR MARKET VALUE LIMITATION.  To the extent that the aggregate 
Fair Market Value of stock with respect to which options designated as ISOs 
are exercisable by a Participant for the first time during any calendar year 
(under all stock option plans of the Participating Company Group, including 
the Plan) exceeds One Hundred Thousand Dollars ($100,000), the portion of 
such options which exceeds such amount shall be treated as NQSOs.  For 
purposes of this Section, options designated as ISOs shall be taken into 
account in the order in which they were granted, and the Fair Market Value of 
stock shall be determined as of the time the option with respect to such 
stock is granted.  If the Code is amended to provide for a different 
limitation from that set forth in this Section, such different limitation 
shall be deemed incorporated herein effective as of the date and with respect 
to such Options as required or permitted by such amendment to the Code.  If 
an Option is treated as an ISO in part and as an NQSO in part by reason of 
the limitation set forth in this Section, the Participant may designate which 
portion of such Option the Participant is exercising and may request that 
separate certificates representing each such portion be issued upon the 
exercise of the Option.  In the absence of such designation, the Participant 
shall be deemed to have exercised the ISO portion of the Option first.

4.   SHARES SUBJECT TO PLAN

     (a)  MAXIMUM SHARES.  Subject to adjustment by the operation of Section 
4(b) hereof, the maximum aggregate number of shares of Stock that may be 
issued under the Plan shall be ten million two hundred seventy-two thousand 
one hundred sixty-eight (10,272,168) and shall consist of authorized but 
unissued or reacquired shares of Stock or any combination thereof.  If an 
outstanding Option for any reason expires or is terminated or canceled or 
shares of Stock acquired upon the exercise of an Option are repurchased by 
the Company, the shares of Stock allocable to the unexercised portion of such 
Option, or such repurchased shares of Stock, shall again be available for 
issuance under the Plan.

     (b)  ADJUSTMENT OF SHARES AND PRICE.  In the event of any stock 
dividend, stock split, reverse stock split, recapitalization, combination, 
reclassification or similar change in the capital structure of the Company, 
appropriate equitable adjustments shall be made in the number and class of 
shares subject to the Plan, in the number and class of shares subject to 
future Awards granted to Outside Directors pursuant to Section 3(b) and to 
any outstanding Options and in the Exercise Price per share of any 
outstanding Options.  Notwithstanding the foregoing, any fractional share 
resulting from an adjustment pursuant to this Section 4(b) shall be rounded 
up or down to the nearest whole number, as determined by the Board of 
Directors, and in no event may 

                                    4 

<PAGE>

the Exercise Price of any Option be decreased to an amount less than the par 
value, if any, of the stock subject to the Option.  The adjustments 
determined by the Board of Directors pursuant to this Section 4(b) shall be 
final, binding and conclusive.

5.   GENERAL TERMS AND CONDITIONS OF OPTIONS
     
     (a)  GENERAL.  Subject to Section 3(b), the Board of Directors shall 
have full and complete authority and discretion, except as expressly limited 
by the Plan, to grant Options and to provide the terms and conditions (which 
need not be identical among Participants) thereof.  The terms and conditions 
governing any Award, as determined by the Board of Directors, shall be set 
forth in an Agreement consistent with this Plan.  In particular, the Board of 
Directors shall prescribe the following terms and conditions:

         (i)   The number of shares of Stock subject to, and the expiration 
date(s) of, any Option;

         (ii)  The vesting schedule of any Option;

         (iii) The manner, time and rate (cumulative or otherwise) of 
exercise of such Option;

         (iv)  Whether such Option is to be issued as an ISO or NQSO; and

         (v)   The restrictions, if any, to be placed upon such Option or 
upon shares which may be issued upon exercise of such Option.

     (b)  EXERCISE PRICE.  The Exercise Price for each Option shall be 
established in the sole discretion of the Board of Directors; provided, 
however, that (a) the Exercise Price for an ISO shall be not less than the 
Fair Market Value of a share of Stock on the effective date of grant of the 
Option, (b) the Exercise Price for an NQSO shall be not less than eighty-five 
percent (85%) of the Fair Market Value of a share of Stock on the effective 
date of grant of the Option, and (c) no Option granted to a Ten Percent Owner 
shall have an Exercise Price less than one hundred ten percent (110%) of the 
Fair Market Value of a share of Stock on the effective date of grant of the 
Option.  Notwithstanding the foregoing, an Option (whether an ISO or an NQSO) 
may be granted with an Exercise Price lower than the minimum exercise price 
set forth above if such Option is granted pursuant to an assumption or 
substitution for another option in a manner qualifying under the provisions 
of Section 424(a) of the Code.

     (c)  EXERCISE PERIOD.  Options shall be exercisable at such time or 
times, or upon such event or events, and subject to such terms, conditions, 
performance criteria, and restrictions as shall be determined by the Board of 
Directors and set forth in the Agreement evidencing such Option; provided, 
however, that (i)  no Option shall be exercisable after the expiration of ten 
(10) years after the effective date of grant of such Option, (ii)  no ISO 
granted to a Ten Percent Owner shall be exercisable after the expiration of 
five (5) years after the effective date of grant of such Option, and (iii)  
no Option granted to a prospective Employee or prospective Consultant may 
become exercisable prior to the date on which such person commences service 
with a Participating Company.


                                       5

<PAGE>

6.   EXERCISE OF OPTIONS
     
     (a)  PAYMENT OF OPTION EXERCISE PRICE.  Except as otherwise provided 
below, payment of the Exercise Price for the number of shares of Stock being 
purchased pursuant to any Option shall be made (i)  in cash, by check, or 
cash equivalent, (ii)  by tender to the Company of shares of Stock owned by 
the Participant having a Fair Market Value not less than the Exercise Price, 
(iii)  by the assignment of the proceeds of a sale or loan with respect to 
some or all of the shares being acquired upon the exercise of the Option 
(including, without limitation, through an exercise complying with the 
provisions of Regulation T as promulgated from time to time by the Board of 
Governors of the Federal Reserve System) (a "CASHLESS EXERCISE"), (iv)  by 
such other consideration as may be approved by the Board of Directors from 
time to time to the extent permitted by applicable law, or (v)  by any 
combination thereof. The Board of Directors may at any time or from time to 
time, grant Options which do not permit all of the foregoing forms of 
consideration to be used in payment of the Exercise Price or which otherwise 
restrict one or more forms of consideration.

               (A)  TENDER OF STOCK.  Notwithstanding the foregoing, an 
Option may not be exercised by tender to the Company of shares of Stock to 
the extent such tender of Stock would constitute a violation of the 
provisions of any law, regulation or agreement restricting the redemption of 
the Company's stock. Unless otherwise provided by the Board of Directors, an 
Option may not be exercised by tender to the Company of shares of Stock 
unless such shares either have been owned by the Participant for more than 
six (6) months or were not acquired, directly or indirectly, from the Company.

               (B)  CASHLESS EXERCISE.  The Company reserves, at any and all 
times, the right, in the Company's sole and absolute discretion, to 
establish, decline to approve or terminate any program or procedures for the 
exercise of Options by means of a Cashless Exercise.

     (b)  RIGHTS AS A STOCKHOLDER.  A Participant shall have no rights as a 
stockholder with respect to any shares of Stock issuable on exercise of any 
Option until the date of the issuance of a stock certificate to the 
Participant for shares of Stock.  No adjustment shall be made for dividends 
(ordinary or extraordinary, whether in cash, securities or other property) or 
distributions or other rights for which the record date is prior to the date 
such stock certificate is issued, except as provided in Section 4(b) hereof.

7.   TRANSFER OF CONTROL OF THE COMPANY
     
     (a)  DEFINITIONS.

          (i)  An "OWNERSHIP CHANGE EVENT" shall be deemed to have occurred 
if any of the following occurs with respect to the Company:

               (A)  the direct or indirect sale or exchange in a single or 
series of related transactions by the stockholders of the Company of more 
than fifty percent (50%) of the voting stock of the Company;


                                       6

<PAGE>

               (B)  a merger or consolidation in which the Company is a party;

               (C)  the sale, exchange, or transfer of all or substantially 
all of the assets of the Company; or

               (D)  a liquidation or dissolution of the Company.

          (ii) A "TRANSFER OF CONTROL" shall mean an Ownership Change Event 
or a series of related Ownership Change Events (collectively, the 
"TRANSACTION") wherein the stockholders of the Company immediately before the 
Transaction do not retain immediately after the Transaction, in substantially 
the same proportions as their ownership of shares of the Company's voting 
stock immediately before the Transaction, direct or indirect beneficial 
ownership of more than fifty percent (50%) of the total combined voting power 
of the outstanding voting stock of the Company or the corporation or 
corporations to which the assets of the Company were transferred (the 
"TRANSFEREE CORPORATION(S)"), as the case may be.  For purposes of the 
preceding sentence, indirect beneficial ownership shall include, without 
limitation, an interest resulting from ownership of the voting stock of one 
or more corporations which, as a result of the Transaction, own the Company 
or the Transferee Corporation(s), as the case may be, either directly or 
through one or more subsidiary corporations.  The Board of Directors shall 
have the right to determine whether multiple sales or exchanges of the voting 
stock of the Company or multiple Ownership Change Events are related, and its 
determination shall be final, binding and conclusive.

     (b)  EFFECT OF TRANSFER OF CONTROL ON OPTIONS.  In the event of a 
Transfer of Control, the surviving, continuing, successor, or purchasing 
corporation or parent corporation thereof, as the case may be (the "ACQUIRING 
CORPORATION"), may either assume the Company's rights and obligations under 
outstanding Options or substitute for outstanding Options substantially 
equivalent options for the Acquiring Corporation's stock.  In the event the 
Acquiring Corporation elects not to assume or substitute for outstanding 
Options in connection with a Transfer of Control, any unexercisable or 
unvested portion of the outstanding Options shall be immediately exercisable 
and vested in full as of the date ten (10) days prior to the date of the 
Transfer of Control.  The exercise or vesting of any Option that was 
permissible solely by reason of this Section shall be conditioned upon the 
consummation of the Transfer of Control. Except as otherwise provided herein, 
any Options which are neither assumed or substituted for by the Acquiring 
Corporation in connection with the Transfer of Control nor exercised as of 
the date of the Transfer of Control shall terminate and cease to be 
outstanding effective as of the date of the Transfer of Control.  
Notwithstanding the foregoing, in the event of a Transfer of Control pursuant 
to an Ownership Change Event described in Section 7.1(a)(i)(A) which occurs 
prior to the initial underwritten public offering of Stock under the 
Securities Act after the Effective Date and the Company is the surviving or 
continuing corporation after such transaction, (i) any unexercisable or 
unvested portion of the outstanding Options shall be immediately exercisable 
and vested in full as of the date ten (10) days prior to the date of the 
Transfer of Control (unless the Acquiring Corporation assumes the Company's 
rights and obligations under the outstanding Options or substitutes for the 
outstanding Options substantially equivalent options for the Acquiring 
Corporation's stock) and (ii) the outstanding Options shall not terminate as 
a result of the Transfer of Control.


                                       7

<PAGE>

8.   REPURCHASE OPTIONS AND OBLIGATIONS
     
     Shares issued under the Plan may be subject to a right of first refusal, 
one or more repurchase options, or other conditions and restrictions as 
determined by the Board of Directors in its sole discretion at the time the 
Option is granted.  The Company shall have the right to assign at any time 
any repurchase right it may have, whether or not such right is then 
exercisable, to one or more persons as may be selected by the Company.  Upon 
request by the Company, each Participant shall execute any agreement 
evidencing such transfer restrictions prior to the receipt of shares of Stock 
hereunder and shall promptly present to the Company any and all certificates 
representing shares of Stock acquired hereunder for the placement on such 
certificates of appropriate legends evidencing any such transfer restrictions.

9.   RESTRICTIONS ON TRANSFERS; GOVERNMENT REGULATIONS
     
     (a)  OPTIONS NOT TRANSFERABLE.  During the lifetime of the Participant, 
an Option shall be exercisable only by the Participant or the Participant's 
guardian or legal representative.  No Option may be assigned, encumbered, or 
transferred, except, in the event of the death of a Participant, by will or 
the laws of descent and distribution.

     (b)  GOVERNMENT REGULATIONS.  This Plan, the granting of Awards under 
this Plan and the issuance or transfer of Stock (and/or the payment of money) 
pursuant thereto are subject to all applicable foreign, federal and state 
laws, rules and regulations and to such approvals by any regulatory or 
governmental agency (including without limitation "no action" positions of 
the SEC) which may, in the opinion of counsel for the Company, be necessary 
or advisable in connection therewith.  Without limiting the generality of the 
foregoing, no Awards may be granted under this Plan, and no Stock shall be 
issued by the Company, nor cash payments made by the Company, pursuant to or 
in connection with any such Award, unless and until, in each such case, all 
legal requirements applicable to the issuance or payment have, in the opinion 
of counsel to the Company, been complied with.  In connection with any stock 
issuance or transfer, the person acquiring the shares shall, if requested by 
the Company, give assurances satisfactory to counsel to the Company in 
respect of such matters as the Company may deem desirable to assure 
compliance with all applicable legal requirements.  The granting of Awards 
under this Plan and the issuance of Stock pursuant thereto are subject to 
compliance with all applicable foreign, federal, and/or state laws or 
regulations with respect to such securities.  No Option may be exercised by a 
Participant if the issuance of Stock pursuant to such Option upon such 
exercise would constitute a violation of any applicable foreign, federal, or 
state securities law, rule or regulation or other applicable law or 
regulation.  The inability of the Company to obtain from any regulatory body 
having the authority, if any, deemed by the Company's legal counsel to be 
necessary to the lawful issuance and sale of any shares subject to the Option 
shall relieve the Company of any liability in respect of the failure to issue 
or sell such shares as to which such requisite authority shall not have been 
obtained.

10.  TAX WITHHOLDING
     
     The Company shall have the right to withhold from amounts due 
Participants, or to collect from Participants directly, the amount which the 
Company deems necessary to satisfy any 


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<PAGE>

taxes required by law to be withheld at any time by reason of participation 
in the Plan, and the obligations of the Company under the Plan shall be 
conditional on payment of such taxes.  The Participant may, prior to the due 
date of any taxes, pay such amounts to the Company in cash, or with the 
consent of the Board of Directors, in Stock (which shall be valued at its 
Fair Market Value on the date of payment).  The Company shall have no 
obligation to any Participant to determine either (i) the existence of any 
tax or (ii) the correct amount of any tax.  Without limiting the generality 
of the foregoing, in any case where it determines that a tax is or will be 
required to be withheld in connection with the issuance, transfer or vesting 
of Stock issued under this Plan, the Company may, pursuant to such rules as 
the Board of Directors may establish, reduce the number of shares of Stock so 
issued or transferred by such number of Stock as the Company may deem 
appropriate in its sole discretion to accomplish such withholding or make 
such other arrangements as it deems satisfactory.  Notwithstanding any other 
provision of this Plan, the Board of Directors may impose such conditions on 
the payment of any withholding obligation as may be required to satisfy 
applicable regulatory requirements, including, without limitation, Rule 
16b-3. The Company shall have no obligation to deliver shares of Stock, 
release shares of Stock from an escrow established pursuant to an Agreement 
or make any payment pursuant to the Plan until the Participating Company 
Group's tax withholding obligations have been satisfied by the Participant.

11.  ADMINISTRATION OF PLAN
     
     (a)  ADMINISTRATION BY THE BOARD OF DIRECTORS.  The Plan shall be 
administered by the Board of Directors.  All decisions and determinations of 
the Board of Directors shall be final, conclusive and binding upon all 
Participants and upon all other persons claiming any rights under the Plan 
with respect to any Options.

     (b)  BOARD OF DIRECTORS AUTHORITY.  In amplification of the Board of 
Directors' powers and duties, but not by way of limitation, the Board of 
Directors shall have full authority and power to:

         (i)   Construe and interpret the provisions of the Plan and make 
rules and regulations for the administration of the Plan not inconsistent 
with the Plan;

         (ii)  Decide all questions of eligibility for Plan participation and 
for the grant of Awards;

         (iii) Adopt forms of Agreements and other documents consistent with 
the Plan;

         (iv)  Engage agents to perform legal, accounting and other such 
professional services as it may deem proper for administering the Plan; and

         (v)   Take such other actions as may be reasonably required or 
appropriate to administer the Plan or to carry out the Board of Directors 
activities contemplated by other sections of this Plan.

     (c)  ADMINISTRATION WITH RESPECT TO INSIDERS.  With respect to any 
person whose transactions in Stock are subject to Section 16 of the Exchange 
Act, at any time that any class of 


                                       9

<PAGE>

equity security of the Company is registered pursuant to Section 12 of the 
Exchange Act, the Plan shall be administered in compliance with the 
requirements of Rule 16b-3, if any.

     (d)  INDEMNIFICATION.  In addition to such other rights of 
indemnification as they may have, members of the Board of Directors and any 
officers or employees of the Participating Company Group to whom authority to 
act on behalf of the Board of Directors is delegated shall be indemnified by 
the Company against the reasonable expenses, including court costs and 
reasonable attorneys' fees, actually incurred in connection with the defense 
of any action, suit or proceeding, or in connection with any appeal therein, 
to which they or any of them may be a party by reason of any action taken or 
failure to act under or in connection with the Plan or any Award granted 
hereunder, and against all amounts paid by them in settlement thereof or paid 
by them in satisfaction of a judgment in any such action, suit or proceeding, 
except where such indemnification is expressly prohibited by applicable law.

12.  STOCKHOLDER APPROVAL
     
     The Plan or any increase in the maximum number of shares of Stock 
issuable thereunder as provided in Section 4(a) (the "MAXIMUM SHARES") shall 
be approved by the stockholders of the Company within twelve (12) months of 
the date of adoption thereof by the Board of Directors.  Options granted 
prior to stockholder approval of the Plan or in excess of the Maximum Shares 
previously approved by the stockholders shall become exercisable no earlier 
than the date of stockholder approval of the Plan or such increase in the 
Maximum Shares, as the case may be.

13.  AMENDMENT AND TERMINATION
     
     The Board of Directors may terminate or amend the Plan at any time. 
However, subject to changes in the law or other legal requirements that would 
permit otherwise, without the approval of the Company's stockholders, there 
shall be (a) no increase in the maximum aggregate number of shares of Stock 
that may be issued under the Plan (except by operation of the provisions of 
Section 4(b)), (b) no change in the class of persons eligible to receive 
ISOs, and (c) no other amendment of the Plan which would require approval of 
the Company's stockholders under any applicable law, regulation or rule.  In 
any event, no termination or amendment of the Plan may adversely affect any 
then outstanding Option or any unexercised portion thereof, without the 
consent of the Participant, unless such termination or amendment is required 
to enable an Option designated as an ISO to qualify as an ISO or is necessary 
to comply with any applicable law or government regulation.

14.  MISCELLANEOUS
     
     EMPLOYMENT OR SERVICE.  Neither the establishment of the Plan nor any 
amendments thereto, nor the granting of any Award under the Plan, shall be 
construed as in any way modifying or affecting, or evidencing any intention 
or understanding with respect to, the terms of the employment or service of 
any Participant with the Participating Company Group.  Nothing in the Plan or 
any Agreement shall confer upon a Participant any right to continued 
employment or service with the Participating Company Group or interfere in 
any way with any 


                                       10

<PAGE>

right of the Participating Company Group to terminate the Participant's 
employment or service at any time.  No person shall have a right to be 
granted Awards or, having been selected as a Participant for one Award, to be 
so selected again.

     (b)  PROVISION OF INFORMATION.  At least annually, copies of the 
Company's balance sheet and income statement for the just completed fiscal 
year shall be made available to each Participant and purchaser of shares of 
Stock upon the exercise of an Option.  The Company shall not be required to 
provide such information to persons whose duties in connection with the 
Company assure them access to equivalent information.

     (c)  TRANSFER OF RIGHTS.  In the event any Participating Company 
assigns, other than by operation of law, to a third person, other than 
another Participating Company, any of the Participating Company's rights to 
repurchase any shares of Stock acquired upon the exercise of an Option, the 
assignee shall pay to the assigning Participating Company the value of such 
right as determined by the Company in the Company's sole discretion.  Such 
consideration shall be paid in cash.  In the event such repurchase right is 
exercisable at the time of such assignment, the value of such right shall be 
not less than the Fair Market Value of the shares of Stock which may be 
repurchased under such right (as determined by the Company) minus the 
repurchase price of such shares.  The requirements of this Section 14(c) 
regarding the minimum consideration to be received by the assigning 
Participating Company shall not inure to the benefit of the Participant whose 
shares of Stock are being repurchased.  Failure of a Participating Company to 
comply with the provisions of this Section 14(c) shall not constitute a 
defense or otherwise prevent the exercise of the repurchase right by the 
assignee of such right.

     (d)  NO ADVICE.  The Company shall not be responsible for providing any 
Participant with legal, business or tax advice.  Any legal or tax liabilities 
incurred by a Participant as a result of Participant's participation in the 
Plan shall be the sole responsibility of the Participant.  Participants 
should consult their own attorneys and tax advisors with respect to any 
questions regarding participation in the Plan.

     (e)  WRITTEN NOTICE.  As used herein, any notices required hereunder 
shall be in writing and shall be given on the forms, if any, provided or 
specified by the Board of Directors.  Written notice shall be effective upon 
actual receipt by the person to whom such notice is to be given; provided, 
however, that in the case of notices to Participants and their heirs, 
legatees and legal representatives, notice shall be effective upon delivery 
if delivered personally or three (3) business days after mailing, registered 
first class postage prepaid to the last known address of the person to whom 
notice is given.  Written notice shall be given to the Board of Directors and 
the Company at the following address or such other address as may be 
specified from time to time:

                         Maxtor Corporation
                         510 Cottonwood Drive
                         Milpitas, California  95035
                         Attn:  Secretary
                         
     (f)  APPLICABLE LAW, SEVERABILITY.  The Plan shall be governed by and 
construed in all respects in accordance with the laws of the State of 
California.  If any provisions of the Plan 


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<PAGE>

shall be held by a court of competent jurisdiction to be invalid or 
unenforceable, the remaining provisions hereof shall continue to be fully 
effective.

     The undersigned Secretary of the Company hereby certifies that the 
foregoing is the Maxtor Corporation Amended and Restated 1996 Stock Option 
Plan as duly approved by the Board of Directors.



                                                 ______________________________





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