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                                                                   EXHIBIT 10.9


                         SEAGATE TECHNOLOGY SAN HOLDINGS

                           DEFERRED COMPENSATION PLAN

                                     PURPOSE

         The purpose of this Seagate Technology SAN Holdings Deferred
Compensation Plan (the "Plan") is to create a deferred compensation account for
those employees or consultants who, in connection with the transaction
contemplated by the Stock Purchase Agreement by and among Suez Acquisition
Company (Cayman) Limited, Seagate Technology, Inc. ("Seagate") and Seagate
Software Holdings, Inc. (the "Transaction"), have elected, pursuant to the
Rollover Agreements, to rollover equity-based awards in Seagate into deferred
compensation accounts and restricted shares of SAC (as defined below).

SECTION I

                                   DEFINITIONS

                  Whenever used in the Plan, the following terms shall have the
following meanings:

                  1.1 "Account" - means the account created by the Company
         pursuant to Section II of this Plan.

                  1.2 "Act" - means The Securities Exchange Act of 1934, as
         amended, or any successor thereto.

                  1.3 "Affiliate" - means, with respect to the Company, any
         entity directly or indirectly controlling, controlled by, or under
         common control with, the Company or any other entity designated by the
         Board in which the Company or an Affiliate has an interest.

                  1.4 "Administrator" - means the Committee or such entity or
         person to whom the Committee may delegate responsibility for
         administration of the Plan.

                  1.5 "Beneficial Owner" - means a "beneficial owner", as such
         term is defined in Rule 13d-3 under the Act (or any successor rule
         thereto).

                  1.6 "Beneficiary" - means one or more persons or entities
         (including a trust or estate) designated by a Participant, at any time
         or from time to time, to receive any payment under the Plan at or after
         such Participant's death.

                  1.7 "Board" - means the Board of Directors of the Company.

                  1.8 "Cause" - means (i) the Participant's continued failure
         substantially to perform the material duties of his office (other than
         as a result of total or partial incapacity due to physical or mental
         illness), (ii) the embezzlement or theft by the Participant of the
         Company's property, (iii) the commission of any act or acts on the
         Participant's part resulting in the conviction of such Participant of a
         felony under the laws



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         of the United States or any state, (iv) the Participant's willful
         malfeasance or willful misconduct in connection with the Participant's
         duties to the Company or any other act or omission which is materially
         injurious to the financial condition or business reputation of the
         Company or any of its subsidiaries or affiliates, or (v) a material
         breach by the Participant of the material terms of his employment
         agreement, any stockholders' agreement or any non-compete,
         non-solicitation or confidentiality provisions to which the Participant
         is subject. However, no termination shall be deemed for Cause under
         clause (i), (iv) or (v) unless the Participant is first given written
         notice by the Company of the specific acts or omissions which the
         Company deems constitute grounds for a termination for Cause and is
         provided with at least 30 days after such notice to cure the specified
         deficiency.

                  1.9 "Change of Control" - means (i) (A) the sale or
         disposition, in one or a series of related transactions, of all or
         substantially all of the assets of SAC to any Person or "group" (as
         such term is defined in Sections 13(d)(3) and 14(d)(2) of the Act)
         other than the Investors or their Affiliates or (B) any person or
         group, other than the Investors or their Affiliates, is or becomes the
         Beneficial Owner, directly or indirectly, of more than 50% of the total
         voting power of the voting stock of SAC, including by way of merger,
         consolidation or otherwise, and (ii) the representatives of the
         Investors or their Affiliates (individually or in the aggregate) cease
         to comprise a majority of the Board of Directors of SAC.

                  1.10 "Closing Date" - means the "Closing Date" as defined in
         the Stock Purchase Agreement, dated March 29, 2000, by and among Suez
         Acquisition Company (Cayman) Limited, Seagate and Seagate Software
         Holdings, Inc., as amended.

                  1.11 "Code" - means the Internal Revenue Code of 1986, as
         amended from time to time.

                  1.12 "Committee" - means the Compensation Committee of the
         Board, or such other committee designated by the Board.

                  1.13 "Company" - means Seagate Technology SAN Holdings.

                  1.14 "Company Change of Control" - means (i) (A) the sale or
         disposition, in one or a series of related transactions, of all or
         substantially all of the assets of the Company to any Person or "group"
         (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Act)
         other than the Investors or their Affiliates or (B) any person or
         group, other than the Investors or their Affiliates, is or becomes the
         Beneficial Owner, directly or indirectly, of more than 50% of the total
         voting power of the voting stock of Company including by way of merger,
         consolidation or otherwise, and (ii) the representatives of the
         Investors or their Affiliates (individually or in the aggregate) cease
         to comprise a majority of the Board.

                  1.15 "Deferral Amount" - means the Participant's Deferred
         Value (as defined in the Rollover Agreement).

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                  1.16 "Deferral Percentage" - means the percentage represented
         by a fraction, where the numerator equals the Deferral Amount and the
         denominator equals the sum of (i) the total equity investment in the
         Company by the Investors as of the Closing Date and (ii) the aggregate
         Deferral Amount of all Participants as of the Closing Date.

                  1.17 "Effective Date" - means the Closing Date.

                  1.18 "Fair Market Value" - means (i) if there is a public
         market for the shares on such date, the average of the high and low
         closing bid prices of the shares on such stock exchange on which the
         shares are principally trading on the date in question, or, if there
         were no sales on such date, on the closest preceding date on which
         there were sales of shares or (ii) if there is no public market for the
         shares on such date, the fair market value of the shares as determined
         in good faith by the Board.

                  1.19 "Good Reason" - shall mean a Participant's resignation of
         his or her employment with the Company as a result of the following
         actions, which actions remain uncured for at least 30 days following
         written notice from the Participant to the Company describing the
         occurrence of such events and asserting that such events constitute
         grounds for a Good Reason resignation, provided notice of such
         resignation is given to the Company within sixty (60) days after the
         expiration of such cure period: (i) without the Participant's express
         written consent, any material reduction in the Participant's authority
         or responsibilities from those set forth in an employment agreement
         between the Company and the Participant (an "Employment Agreement") (or
         if such Participant is not a party to an Employment Agreement, from the
         authority and responsibilities initially assigned to such Participant
         by the Company after the Closing Date), (ii) without the Participant's
         express written consent, a reduction of 10% or more in the level of the
         base salary, target annual bonus or employee benefits to be provided to
         the Participant under an Employment Agreement (or if such Participant
         is not a party to an Employment Agreement, a reduction of 10% or more
         in the level of base salary, target annual bonus or employee benefits
         provided to such Participant immediately prior to the Closing Date),
         other than a reduction implemented with the consent of the Participant
         or a reduction that is equivalent to reduction in base salaries, bonus
         opportunities and/or employee benefits, as applicable, imposed on all
         other senior executives of the Company at a similar level within the
         Company (provided that the use of private aircraft shall not be deemed
         an employee benefit for theses purposes); or (iii) the relocation of
         the Participant to a principal place of employment more than 50 miles
         from the Participant's current principal place of employment, without
         the Participant's express written consent.

                  1.20 "Investors" - means Silver Lake Partners, L.P., SAC
         Investments, L.P. and the other investors that invested in SAC as of
         the Closing Date (or an affiliate or affiliates thereof) (other than
         pursuant to the conversion of equity-based awards in Seagate).

                  1.21 "Participant" - means each employee or consultant who has
         entered into a Rollover Agreement.

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                  1.22 "Person" - means a "person", as such term is used for
         purposes of Section 13(d) or 14(d) of the Act.

                  1.23 "Plan" - means this Seagate Technology SAN Holdings
         Deferred Compensation Plan, as set forth herein and as it may be
         amended and/or restated from time to time.

                  1.24 "Preferred Shares" - means preferred shares, par value
         $.0001 per share of SAC.

                  1.25 "Rollover Agreement" - means an agreement, in the form
         attached hereto as Exhibit A, between an employee of the Company or one
         of its Affiliates and SAC whereby the employee has elected to rollover
         equity-based compensation in Seagate into (i) deferred compensation and
         (ii) restricted Preferred Shares.

                  1.26 "SAC" - means New SAC, a limited company incorporated in
         the Cayman Islands.

                                   SECTION II

                         DEFERRED COMPENSATION ACCOUNTS

2.1      The Company shall maintain a separate book entry account (an "Account")
         initially equal to the Deferral Amount of each Participant. The balance
         of each Participant's Account shall be reduced by any distributions
         made to such Participant or his or her Beneficiary pursuant to this
         Plan.

2.2      Nothing contained herein shall be deemed to create a trust of any kind
         or any fiduciary relationship; provided, however, that the Company or
         any of its subsidiaries reserves the right to establish one or more
         trusts to provide alternate sources of benefit payments under this
         Plan. To the extent that any person acquires a right to receive
         payments from the Company under the Plan, such right shall be (a)
         subordinated as set forth in Section 4.6 and (b) in any event, no
         greater than the right of any unsecured general creditor of the Company
         or its subsidiaries.

                                  SECTION III

                                     VESTING

3.1      Subject to the Participant's employment with, or continued service to,
         the Company or any affiliate, the Account of each Participant shall
         vest with respect to one-third of the initial balance of such
         Participant's Account on the first anniversary of the Closing Date,
         with respect to one-third of the initial balance of such Participant's
         Account ratably each month over the 18 months following the first
         anniversary of the Closing Date and with respect to the remaining
         one-third of the initial balance of such Participant's Account on the
         date which is 30 months following the Closing Date; provided, however,
         that the


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         Company, in its sole discretion, may accelerate the vesting of all or a
         portion of a Participant's Account at any time.

3.2      A Participant's Account shall become 100% vested upon such
         Participant's termination of employment or service for any reason
         (including, without limitation, the Participant's death or disability);
         provided, however, that if the Participant's employment or service is
         terminated by the Company for Cause or the Participant resigns without
         Good Reason the unvested portion of the Account immediately prior to
         such termination shall be forfeited without consideration.

                                   SECTION IV

                        PAYMENT OF DEFERRED COMPENSATION

4.1      Amounts contained in a Participant's Account shall, subject to Section
         4.5 and 4.6, be paid to the Participant as and when distributions are
         made to the Investors in respect of their Preferred Shares (excluding,
         any tax distributions) (a "Distribution Event"). The amount of the
         payment shall equal the product of the initial balance of such Account
         times the Distribution Percentage (as defined below). For purposes of
         this Section 4.1, the "Distribution Percentage" with respect to a
         Distribution Event shall equal (i) the fair market value of the
         distribution made by SAC to the Investors with respect to their
         Preferred Shares in connection with such Distribution Event, divided by
         (ii) the initial investment by the Investors in the Preferred Shares as
         of the Closing Date.

4.2      Subject to Section 4.5 and 4.6, any amount payable to a Participant
         pursuant to Section 4.1 shall be paid within 5 days following the date
         on which such amount becomes payable. Such amounts shall be paid, in
         the Company's discretion, in cash or the same securities or other
         property (such securities or other property shall be referred to as
         "Distributed Property") distributed to the Investors in connection with
         a Distribution Event, such Distributed Property having a fair market
         value as of the Distribution Event (as determined by the Administrator)
         equal to the cash otherwise payable, provided that the amount of
         Distributed Property which may be paid to the Participants in
         satisfaction of the Company's obligation under Section 4.1 shall be
         limited to the extent necessary to assure that the aggregate fair
         market value of such Distributed Property (measured as of the
         Distribution Event) does not exceed the fair market value of the
         Distributed Property distributed with respect to the Preferred Shares
         in such Distribution Event.

4.3      Notwithstanding Section 4.1 and 4.2, the payment of amounts contained
         in a Participant's Account that are otherwise payable upon a
         Distribution Event but are not vested at the time of such Distribution
         Event (an "Unvested Payable Amount") shall continue to be deferred
         until such Unvested Payable Amount vests. Upon the vesting thereof, the
         vested portion of an Unvested Payable Amount shall, subject to Section
         4.6, be paid, in the Company's discretion but consistent with Section
         4.2, in cash or Distributed Property which relates to the Unvested
         Payable Amount, with any such securities or other property distributed
         in payment of the vested portion of the Unvested Payable Amount to be
         valued based on the fair market value (as determined by the
         Administrator) of such


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         securities or other property as of the vesting date. In the case of
         Unvested Payable Amount, the election described in Section 5.6 may be
         delivered by the Company to SAC no later than 20 days prior to the date
         on which such Unvested Payable Amount is expected to vest (and the
         Participants shall be notified at such time) and SAC shall be, subject
         to Sections 4.5 and 4.6, obligated to loan or to contribute to the
         capital of the Company, no later than the date on which such Unvested
         Payable Amount vests, the portion of the Unvested Payable Amount
         described in the election. In such a case, the Net Worth Limitation
         described in Section 5.6 shall be applied on the date the Unvested
         Payable Amount vests.

4.4      Each Participant shall have the right to designate a Beneficiary. Any
         designated Beneficiary shall receive payments in the same manner as the
         Participant as if he or she had lived. In case of a failure of
         designation or the death of a designated Beneficiary without a
         designated successor, the balance of the amounts contained in the
         Participant's Account shall be paid, in accordance with Section 4.1,
         4.2 and 4.3, to the Participant's estate. No designation of Beneficiary
         or change in Beneficiary shall be valid unless it is in writing signed
         by the Participant and filed with the Secretary of the Company (or his
         or her designated agent).

4.5      Notwithstanding anything contained herein to the contrary, no provision
         of this Plan will entitle any Participant or Beneficiary to any
         distribution or other payment from the Company or SAC (or entitle the
         Company to any loan or capital contribution from SAC), or to any claim
         against the Company or SAC for any such distribution or other payment
         (or loan or capital contribution), except for distributions payable and
         claims arising upon the occurrence of a Distribution Event, as and to
         the extent expressly provided in Sections 4.1, 4.2 and 4.3 (and, in the
         case of a claim by the Company for a loan or capital contribution from
         SAC, Section 5.6), subject to the subordination provisions set forth in
         Section 4.6.

4.6      (a) Each Participant, by entering into a Rollover Agreement, the
         Company and SAC agrees that the obligations of the Company and SAC
         under this Plan to make any distribution or other payment to the
         Participants and the Beneficiaries (and the obligations of SAC to make
         any loan or capital contribution to the Company) are expressly
         subordinated in right of payment, to the extent and in the manner
         provided herein, to the prior payment in full in cash of all (i)
         Obligations (as defined in the Credit Agreement to be dated as of
         November 22, 2000 (as renewed, refinanced, extended, modified, amended,
         restated, supplemented or waived from time to time, the "Credit
         Agreement"), among SAC, Seagate Technology International, Seagate
         Technology (US) Holdings, Inc., the Lenders party thereto and The Chase
         Manhattan Bank, as Administrative Agent), whether as primary obligor or
         as a guarantor, and (ii) Guaranteed Obligations (as defined in the
         Indenture to be dated as of November 22, 2000 (as renewed, refinanced,
         extended, modified, amended, restated, supplemented or waived from time
         to time, the "Indenture") among SAC, Seagate Technology International,
         the various subsidiaries of SAC from time to time party thereto and The
         Bank of New York, as Trustee), including interest and other monetary
         obligations incurred during the pendency of any insolvency, bankruptcy,
         receivership or similar proceeding (the


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         "Subordinated Note Obligations"), whether as primary obligor or as a
         guarantor, in each case as increased, renewed, refinanced, extended,
         modified, amended, restated, compromised, supplemented, terminated,
         waived or released from time to time (all such obligations in clauses
         (i) and (ii), as so increased, renewed, refinanced, extended, modified,
         amended, restated, compromised, supplemented, terminated, waived or
         released, collectively, the "Prior Obligations").

         (b) Until the payment in full in cash of all Prior Obligations, the
         termination of the Commitments (as defined in the Credit Agreement) and
         the reduction of the LC Exposure (as defined in the Credit Agreement)
         to zero (the "Time of Termination"), no Participant or Beneficiary
         shall be entitled to receive, and neither the Company nor SAC shall be
         required or permitted to make, any distribution or other payment under
         this Plan, and any such distribution or other payment to which a
         Participant or Beneficiary would be entitled but for the provisions of
         this sentence shall be made to holders of Prior Obligations (in each
         case, whether or not the Company is at the time a guarantor of Prior
         Obligations), subject to the subordination provisions of the Prior
         Obligations (or, if made to a Participant or Beneficiary, held by such
         Participant or Beneficiary in trust for the holders of the Prior
         Obligations and paid over to the holders of the Prior Obligations,
         subject to the subordination provisions of the Prior Obligations) as
         their interests may appear; provided, however, that the Company or SAC
         may make any distribution required by Section 4.1, 4.2 or 4.3 of the
         Plan and no Participant or Beneficiary receiving any such distribution
         would be under any obligation to hold that distribution in trust for
         the holders of the Prior Obligations, if at the time when such
         distribution will be made no Default or Event of Default under the
         Credit Agreement or under the Indenture or other documentation
         governing the Subordinated Note Obligations has occurred and is
         continuing or would result from such distribution.

         (c) If, at any time, all or part of any payment previously made by SAC
         or any other Person with respect to Prior Obligations is rescinded for
         any reason whatsoever (including the insolvency, bankruptcy or
         reorganization of SAC or such other Person), the subordination
         provisions set forth in this Section 4.6 shall continue to be effective
         or be reinstated, as the case may be, all as though such payment had
         not been made.

         (d) The subordination provisions of this Section 4.6 are for the
         benefit of and enforceable by holders of the Prior Obligations (or any
         agent or trustee for such holders), and may not be modified, rescinded
         or cancelled in whole or in part prior to the Time of Termination.

                                   SECTION V

                          ADMINISTRATION; MISCELLANEOUS

5.1      The Company shall administer the Plan at its expense. All decisions
         made by the Company with respect to issues hereunder shall be final and
         binding on all parties.

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5.2      Except to the extent required by law, the right of any Participant or
         any Beneficiary to any benefit or to any payment hereunder shall not be
         subject in any manner to attachment or other legal process for the
         debts of such Participant or Beneficiary.

5.3      This Plan does not constitute an employment contract between the
         Company and a Participant. Nothing in this Plan shall be construed to
         give a Participant the right to be retained in the service of the
         Company, nor interfere with the right of the Company to terminate a
         Participant at any time and nothing in this Plan shall require
         uniformity of treatment with respect to Participants and/or their
         Beneficiaries.

5.4      Notwithstanding any other provision of the Plan, in the event of a
         Company Change of Control, (i) the successor entity (which, in the case
         of a sale or disposition of assets, shall mean the acquiror of such
         assets) shall assume the Company's obligations under the Plan, (ii) the
         Account of each Participant shall be recalculated to equal the lesser
         of (A) the Deferral Amount less distributions made to such Participant
         or his or her Beneficiary pursuant to the Plan and (B) the fair market
         value of SAC immediately prior to the Company Change of Control
         (excluding the aggregate Deferral Amount of all Participants), as
         determined by the Administrator in its sole discretion, multiplied by
         the Deferral Percentage, (iii) the Account of each Participant shall,
         subject to Section 4.6, be paid if and when such Account vests in
         accordance with the provisions of Section 3, (iv) the payment of each
         Account shall be made in cash and (v) in the event that the Company
         Change of Control results in (A) a sale or distribution of all of the
         assets of the Company to any person or entity (other than SAC or any of
         the Borrowers or Subsidiaries (each as defined in the Credit Agreement)
         or any plan or trust established by any of the foregoing)or (B) a
         person or group (other than SAC or any of the Borrowers or Subsidiaries
         or any plan or trust established by any of the foregoing) becoming the
         beneficial owner of 100% of the capital stock of Company, the payments
         under the Plan shall only be subject to the limitations of Sections 4.5
         and 4.6 of the Plan to the extent such Company or its successor is
         subject to the Prior Obligations following the Company Change of
         Control.

5.5      Notwithstanding any other provision of this Plan, in the event of a
         sale of substantially all the assets of SAC or a liquidation of SAC,
         (i) the Account of each Participant shall become 100% vested and (ii)
         following the distributions to the Investors and a payment to the
         Participants pursuant to such distributions as provided in the Plan,
         subject to Section 4.5 and 4.6, the Plan shall terminate and all
         remaining balances in each Participant's Account shall be forfeited
         without consideration.

5.6      Subject to Sections 4.3, 4.5 and 4.6, at such time as an amount first
         becomes payable to the Participants pursuant to Section 4.1 or 4.3, in
         the event the Company determines that it has insufficient available
         assets with which to pay to Participants all or any portion of such
         amount, and the Company elects, in its discretion, not to borrow such
         assets or to cause such assets to be distributed to the Company by its
         Affiliates, the Company shall demand that SAC loan to the Company or
         make a contribution to the capital of the Company (at the election of
         SAC) all or any portion of such amount. In such event, the Company
         shall deliver a written demand to SAC on or before the date an amount
         first


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         becomes payable to Participants pursuant to Section 4.1 or 4.3, and the
         Company shall notify such Participants at such time. SAC shall, subject
         to Sections 4.5 and 4.6, be obligated to loan or to contribute to the
         capital of the Company (i) within 5 days following the date on which
         any such amount becomes payable under Section 4.1 or (ii) on the date
         any such amount becomes payable under Section 4.3, the amount that is
         described in such demand, provided, however, that SAC may satisfy its
         obligation in cash and/or with Distributed Property (except that the
         amount of Distributed Property transferred may not exceed the amount of
         such Distributed Property that may be paid to the Participants in
         accordance with Section 4.2), provided further, however, that the
         amount of SAC's obligation shall not exceed the Net Worth of the
         Company determined as of the date such amount becomes payable to the
         Participants pursuant to Section 4.1 (the "Net Worth Limitation").
         Notwithstanding any other provision of this Plan, this Section 5.6
         shall not be applicable to (and neither SAC nor any of its Affiliates
         (including, in the case of a Company Change of Control that is a sale
         or disposition of assets, the Company) shall have any liability in
         respect of) any payments or obligations of the Company or otherwise
         under the Plan following a Company Change of Control in which neither
         SAC nor any of the Borrowers or Subsidiaries are the successor or
         acquiring entity. For this purpose, the term "Net Worth" shall be equal
         to the difference between the Fair Market Value of the Company's assets
         (determined without regard to the obligation of SAC described in this
         Section 5.6), and the amount of the Company's liabilities (determined
         by taking into account the obligation to the Participants determined
         under Section 4.1). In the event amounts first become payable pursuant
         to Section 4.1 on more than one occasion, the Net Worth Limitation
         shall be applied with respect to each such occasion.

5.7      This Plan shall be governed by, and construed in accordance with the
         laws of the State of New York, without regard to the conflicts of laws
         provisions thereof.

5.8      The Company may withhold from distributions made from the Plan any
         taxes required to be withheld under
         federal, state, or local law.

5.9      Benefits payable under this Plan may not be anticipated, assigned
         (either at law or equity), alienated, pledged, encumbered, or subjected
         to attachment, garnishment, levy, execution, or other legal process,
         and any attempt to effect such distribution shall be void.

5.10     The Plan may be amended, suspended or terminated in whole or in part
         from time to time by the Board, subject to Section 4.6(d) and except
         that no amendment, suspension, or termination shall diminish the
         rights, or adversely affect the benefits, provided to the Participants
         hereunder.

5.11     Until such time as the Company is subject to the periodic reporting
         requirements of Section 13 or 15(d) of the Securities Exchange Act of
         1934, the Company shall deliver a balance sheet and an income statement
         at least annually to each individual with an Account under the Plan,
         unless such individual is a key employee of the Company or its
         Affiliates whose duties in connection with the Company (or any
         Affiliate) assure such individual access to equivalent information.

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5.12     The Plan is an unfunded plan intended to provide deferred compensation
         to a select group of management and highly compensated employees of the
         Company and its subsidiaries.


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