##### 



Execution Copy
  MAXTOR CORPORATION
 $300,000,000 AGGREGATE PRINCIPAL AMOUNT
 2.375% CONVERTIBLE SENIOR NOTES DUE 2012
 Purchase Agreement
 dated as of August 9, 2005




---



##### 



TABLE OF CONTENTS
 PageSection 1.
    
    Representations and Warranties of the Company
    
    
    2(a)
    
    No Registration
    
    
    2(b)
    
    No Integration
    
    
    2(c)
    
    Rule 144A
    
    
    2(d)
    
    Offering Memorandum
    
    
    3(e)
    
    The Purchase Agreement
    
    
    3(f)
    
    The Indenture
    
    
    3(g)
    
    The Notes
    
    
    3(h)
    
    The Conversion Shares
    
    
    4(i)
    
    Authorization of the Registration Rights Agreement
    
    
    4(j)
    
    No Material Adverse Change
    
    
    4(k)
    
    Independent Accountants
    
    
    4(l)
    
    Preparation of the Financial Statements
    
    
    4(m)
    
    Incorporation and Good Standing of the Company and its Subsidiaries
    
    
    5(n)
    
    Capitalization and Other Capital Stock Matters
    
    
    5(o)
    
    Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required
    
    
    5(p)
    
    No Material Actions or Proceedings
    
    
    6(q)
    
    No Labor Disputes
    
    
    6(r)
    
    Intellectual Property Rights
    
    
    6(s)
    
    All Necessary Permits, etc.
    
    
    6(t)
    
    Title to Properties
    
    
    7(u)
    
    Tax Law Compliance
    
    
    7(v)
    
    Company Not Required to Register As an Investment Company
    
    
    7(w)
    
    Insurance
    
    
    7(x)
    
    No Price Stabilization or Manipulation
    
    
    7(y)
    
    Related Party Transactions
    
    
    8(z)
    
    Recent Sales
    
    
    8(aa)
    
    No General Solicitation
    
    
    8
 i




---



##### 



TABLE OF CONTENTS
 Page(bb)
    
    No Directed Selling Efforts
    
    
    8(cc)
    
    Companys Accounting System
    
    
    8(dd)
    
    Compliance with Environmental Laws
    
    
    8(ee)
    
    Compliance with Laws
    
    
    9(ff)
    
    Securities Exchange Act of 1934
    
    
    9(gg)
    
    Compliance with ERISA
    
    
    9(hh)
    
    UK Stabilising Rules
    
    
    10(ii)
    
    No Unlawful Payments
    
    
    10(jj)
    
    No Prohibition of Dividends
    
    
    10(kk)
    
    Compliance with Money Laundering Laws
    
    
    10(ll)
    
    Regulated Foreign Assets
    
    
    10(mm)
    
    Statistical and Market-Related Data
    
    
    10(nn)
    
    Sarbanes-Oxley
    
    
    10Section 2.
    
    Purchase, Sale and Delivery of the Notes
    
    
    11(a)
    
    The Firm Notes
    
    
    11(b)
    
    The First Closing Date
    
    
    11(c)
    
    The Optional Notes; the Second Closing Date
    
    
    11(d)
    
    Payment for the Notes
    
    
    12(e)
    
    Delivery of the Notes
    
    
    12Section 3.
    
    Additional Covenants of the Company
    
    
    12(a)
    
    Representatives Review of Proposed Amendments and Supplements
    
    
    12(b)
    
    Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters
    
    
    13(c)
    
    Copies of Offering Memorandum
    
    
    13(d)
    
    Blue Sky Compliance
    
    
    13(e)
    
    Rule 144A Information
    
    
    13(f)
    
    No Directed Selling
    
    
    13(g)
    
    Statements to Publishers of Databases
    
    
    14(h)
    
    Legends
    
    
    14(i)
    
    Clearance and Settlement
    
    
    14
 ii




---



##### 



TABLE OF CONTENTS
 Page(j)
    
    No General Solicitation
    
    
    14(k)
    
    No Integration
    
    
    14(l)
    
    Rule 144 Tolling
    
    
    14(m)
    
    Use of Proceeds
    
    
    14(n)
    
    Transfer Agent
    
    
    14(o)
    
    Company to Provide Interim Financial Statements
    
    
    14(p)
    
    Agreement Not to Offer or Sell Additional Securities
    
    
    14(q)
    
    Future Reports to the Representative
    
    
    15(r)
    
    Investment Limitation
    
    
    15(s)
    
    No Manipulation of Price
    
    
    15(t)
    
    Existing Lock-Up Agreements
    
    
    15(u)
    
    Reservation of Conversion Shares
    
    
    15(v)
    
    Inclusion of Conversion Shares
    
    
    15(w)
    
    FSMA
    
    
    15Section 4.
    
    Payment of Expenses
    
    
    16Section 5.
    
    Conditions of the Obligations of the Initial Purchasers
    
    
    16(a)
    
    Accountants Comfort Letters
    
    
    16(b)
    
    No Material Adverse Change or Rating Agency Change
    
    
    16(c)
    
    Opinion of Counsel for the Company
    
    
    17(d)
    
    Opinion of Foreign Counsel for the Company
    
    
    17(e)
    
    Opinion of Counsel for the Initial Purchasers
    
    
    17(f)
    
    Officers Certificate
    
    
    17(g)
    
    Bring-down Comfort Letter
    
    
    17(h)
    
    Registration Rights Agreement
    
    
    17(i)
    
    Lock-Up Agreement from Officers and Directors of the Company
    
    
    18(j)
    
    PORTAL Designation
    
    
    18(k)
    
    Additional Documents
    
    
    18Section 6.
    
    Representations, Warranties and Agreements of Initial Purchasers
    
    
    18Section 7.
    
    Reimbursement of Initial Purchasers Expenses
    
    
    19Section 8.
    
    Indemnification
    
    
    20
 iii




---



##### 



TABLE OF CONTENTS
 Page(a)
    
    Indemnification of the Initial Purchasers
    
    
    20(b)
    
    Indemnification of the Company, its Directors and Officers
    
    
    20(c)
    
    Notifications and Other Indemnification Procedures
    
    
    21(d)
    
    Settlements
    
    
    21Section 9.
    
    Contribution
    
    
    22Section 10.
    
    Default of One or More of the Several Initial Purchasers
    
    
    23Section 11.
    
    Termination of this Agreement
    
    
    24Section 12.
    
    Representations and Indemnities to Survive Delivery
    
    
    24Section 13.
    
    Notices
    
    
    24Section 14.
    
    Successors
    
    
    25Section 15.
    
    Partial Unenforceability
    
    
    25Section 16.
    
    Governing Law Provisions
    
    
    25Section 17.
    
    General Provisions
    
    
    26Section 18.
    
    No Fiduciary Duty
    
    
    26
 iv




---



##### 



Purchase Agreement
  
  Schedule A
     1




---



##### 



Section 1. Representations and Warranties of the Company
  No Registration
 No Integration.
 Rule 144A.
 2




---



##### 



Offering Memorandum.
 The Purchase Agreement.
 The Indenture.
 The Notes.
 3




---



##### 



The Conversion Shares.
 Authorization of the Registration Rights Agreement.
 No Material Adverse Change.
 Independent Accountants.
 Preparation of the Financial Statements.
 4




---



##### 



Incorporation and Good Standing of the Company and its Subsidiaries.
 Capitalization and Other Capital Stock Matters.
 Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
Required.
 5




---



##### 



No Material Actions or Proceedings.
 No Labor Disputes.
 Intellectual Property Rights.
 All Necessary Permits, etc.
 6




---



##### 



.
 Title to Properties.
 Tax Law Compliance.
 Company Not Required to Register As an Investment Company.
 Insurance.
 No Price Stabilization or Manipulation.
 7




---



##### 



Related Party Transactions.
 Recent Sales.
 No General Solicitation.
 No Directed Selling Efforts.
 Companys Accounting System.
 Compliance with Environmental Laws.
 8




---



##### 



Compliance with Laws.
 Securities Exchange Act of 1934.
 Compliance with ERISA.
 9




---



##### 



UK Stabilising Rules.
 No Unlawful Payments.
 No Prohibition of Dividends
 Compliance with Money Laundering Laws
 Regulated Foreign Assets .
 Statistical and Market-Related Data.
 Sarbanes-Oxley.
 10




---



##### 



Section 2. Purchase, Sale and Delivery of the Notes.
 The Firm Notes.
 The First Closing Date.
 The Optional Notes; the Second Closing Date.
 11




---



##### 



Payment for the Notes.
  Delivery of the Notes.
 Section 3. Additional Covenants of the Company.
  Representatives Review of Proposed Amendments and Supplements. provided however
 12




---



##### 



Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters.
 Copies of Offering Memorandum.
 Blue Sky Compliance.
 Rule 144A Information.
 No Directed Selling.
 13




---



##### 



Statements to Publishers of Databases.
 Legends.
 Clearance and Settlement.
 No General Solicitation.
 No Integration.
 Rule 144 Tolling.
 Use of Proceeds.
 Transfer Agent.
 Company to Provide Interim Financial Statements.
 Agreement Not to Offer or Sell Additional Securities. th
 14




---



##### 



Future Reports to the Representative.
 Investment Limitation.
 No Manipulation of Price.
 Existing Lock-Up Agreements.
 Reservation of Conversion Shares.
 Inclusion of Conversion Shares.
 FSMA.
 15




---



##### 



Section 4. Payment of Expenses.
  Section 5. Conditions of the Obligations of the Initial Purchasers.
  Accountants Comfort Letters.
 No Material Adverse Change or Rating Agency Change.
   16




---



##### 



Opinion of Counsel for the Company.
 Opinion of Foreign Counsel for the Company.
 Opinion of Counsel for the Initial Purchasers.
 Officers Certificate.
    Bring-down Comfort Letter.
 Registration Rights Agreement.
 17




---



##### 



Lock-Up Agreement from Officers and Directors of the Company.
 PORTAL Designation.
 Additional Documents.
  Section 6. Representations, Warranties and Agreements of Initial Purchasers.
       18




---



##### 



Section 7. Reimbursement of Initial Purchasers Expenses.
  19




---



##### 



Section 8. Indemnification.
 Indemnification of the Initial Purchasers.
 Indemnification of the Company, its Directors and Officers.
 20




---



##### 



Notifications and Other Indemnification Procedures.
 Settlements.
 21




---



##### 



Section 9. Contribution.
  provided, however,
 22




---



##### 



Schedule A
 Section 10. Default of One or More of the Several Initial Purchasers.
 Schedule A
 23




---



##### 



Section 11. Termination of this Agreement.
  Section 12. Representations and Indemnities to Survive Delivery.
  Section 13. Notices.
   
  
 24




---



##### 



Section 14. Successors.
  Section 15. Partial Unenforceability.
  Section 16. Governing Law Provisions.
  25




---



##### 



Section 17. General Provisions.
   Section 18. No Fiduciary Duty
  26




---



##### 



MAXTOR CORPORATIONBy:
    /s/ C.S. ParkName:
    Dr. C.S. ParkTitle:
    Chairman and Chief Executive Officer  CITIGROUP GLOBAL MARKETS INC.
 CITIGROUP GLOBAL MARKETS INC.By:
    
    /s/ James A. Perry, Jr.Name: James A. Perry, Jr.Title:
    
    Vice President
 27




---



##### 



The Optional Notes; Optional Closing Dates.




---



##### 



Very truly yours,Citigroup Global Markets Inc.
Acting as Representative of the
several Initial Purchasers named in
Schedule A to the Purchase AgreementBy:
    
    /s/ William L. FrauenhoferName:
    
    William L. FrauenhoferTitle:
    
    Director
 
 Maxtor CorporationBy:
    
    /s/ C.S. ParkName: Dr. C.S. ParkTitle: Chairman and Chief Executive Officer