SEAGATE TECHNOLOGY INC, S-8, 1996-02-05

SEAGATE TECHNOLOGY INC
S-8, 1996-02-05
COMPUTER STORAGE DEVICES

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<PAGE>

As filed with the Securities and Exchange Commission on February 5, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SEAGATE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)

Delaware 94-2612933
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)

920 Disc Drive
Scotts Valley, California 95066
(Address, including zip code, of Registrant's principal executive offices)

CONNER PERIPHERALS, INC. 1986 INCENTIVE STOCK PLAN

CONNER PERIPHERALS, INC. 1995 DIRECTOR STOCK PLAN

AMENDED AND RESTATED ARCHIVE CORPORATION
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN - 1981

AMENDED AND RESTATED ARCHIVE CORPORATION
INCENTIVE STOCK OPTION PLAN - 1981

SEAGATE EXECUTIVE STOCK PLAN
(Full titles of the plans)

DONALD L. WAITE
Executive Vice President,
Chief Administrative Officer and Chief Financial Officer
SEAGATE TECHNOLOGY, INC.
920 Disc Drive
Scotts Valley, California 95066
(408) 438-6550
(Name, address, and telephone number, including area code, of agent for service)

COPIES TO:
CHRIS F. FENNELL, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(415) 493-9300

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Common Stock, $.01 par value. . . 3,850,000 shares $58.50 $225,225,000 $77,664
- ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported by the New York Stock Exchange on
February 1, 1996.

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<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:

ITEM 3(a).

The Annual Report of Registrant on Form 10-K for the fiscal year ended
June 30, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

ITEM 3(b).

All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.

ITEM 3(c).

The description of Registrant's Common Stock which is contained in
Registrant's Registration Statement on Form 8-A/A dated December 2, 1994, filed
pursuant to Section 12 of the Exchange Act (File No. 1-10639) and any amendment
or report filed for the purpose of updating such description.

All documents, reports and definitive proxy or information statements
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

II-1
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Further, in accordance with the Delaware
General Corporation Law, Registrant's Restated Certificate of Incorporation
eliminates the liability of a director to Registrant or its stockholders for
monetary damages for breaches of his or her fiduciary duty as a director,
provided that such liability does not arise from certain prescribed conduct
(including intentional misconduct and breach of the duty of loyalty).
Registrant's bylaws provide for indemnification of certain officers, directors,
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law, including under circumstances in which indemnification
may otherwise be discretionary under Delaware law. In addition, Registrant has
entered into indemnification agreements with its officers and directors by which
Registrant provides such persons with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law which may require
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature), and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

II-2
<PAGE>

ITEM 8. EXHIBITS.

Exhibit
Number Document
------- --------
4.1 Conner Peripherals, Inc. 1986 Incentive Stock Plan.

4.2 Conner Peripherals, Inc. 1995 Director Stock Plan.

4.3 Amended and Restated Archive Corporation Stock Option and
Restricted Stock Purchase Plan - 1981.

4.4 Amended and Restated Archive Corporation Incentive Stock Option
Plan - 1981.

4.5 Seagate Executive Stock Plan

5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of Counsel (contained in Exhibit 5.1).

24.1 Power of Attorney (see page II-5).

- ---------------

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

II-3
<PAGE>

(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the Delaware General Corporation Law, the Certificate
of Incorporation or the Bylaws of Registrant, Indemnification Agreements entered
into between Registrant and its officers and directors, or otherwise, Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Seagate Technology, Inc., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Scotts Valley, State of California, on
this 5th day of February, 1996.

SEAGATE TECHNOLOGY, INC.

By: /S/ ALAN F. SHUGART
--------------------------------------
Alan F. Shugart
President, Chief Executive Officer
and Chairman of the Board of Directors

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Alan F. Shugart
and Donald L. Waite his attorneys-in-fact, each with the power of substitution,
for him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

II-5
<PAGE>

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
- ----------------------- ----------------------------- ----------------

/S/ ALAN F. SHUGART President, Chief Executive February 5, 1996
- ----------------------- Officer and Chairman of the
(Alan F. Shugart) Board of Directors
(Principal Executive Officer)

/S/ DONALD L. WAITE Executive Vice President, February 5, 1996
- ----------------------- Chief Administrative Officer
(Donald L. Waite) and Chief Financial Officer
(Principal Financial and
Accounting Officer)

/S/ GARY B. FILLER Director February 5, 1996
- -----------------------
(Gary B. Filler)

- ----------------------- Director
(Robert A. Kleist)

/S/ KENNETH E. HAUGHTON Director February 5, 1996
- -----------------------
(Kenneth E. Haughton)

/S/ LAWRENCE PERLMAN Director February 5, 1996
- -----------------------
(Lawrence Perlman)

/S/ THOMAS P. STAFFORD Director February 5, 1996
- -----------------------
(Thomas P. Stafford)

/S/ LAUREL L. WILKENING Director February 5, 1996
- -----------------------
(Laurel L. Wilkening)

II-6
<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

EXHIBITS

___________________________________

Registration Statement on Form S-8

Seagate Technology, Inc.

February 5, 1996
<PAGE>

INDEX TO EXHIBITS

EXHIBIT
NUMBER EXHIBIT
- ------- -------
4.1 Conner Peripherals, Inc. 1986 Incentive Stock Plan.. . . . . . .

4.2 Conner Peripherals, Inc. 1995 Director Stock Plan. . . . . . . .

4.3 Amended and Restated Archive Corporation Stock Option and
Restricted Stock Purchase Plan - 1981. . . . . . . . . . . . . .

4.4 Amended and Restated Archive Corporation Incentive Stock Option
Plan - 1981. . . . . . . . . . . . . . . . . . . . . . . . . . .

4.5 Seagate Executive Stock Plan . . . . . . . . . . . . . . . . . .

5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . .

23.1 Consent of Independent Auditors. . . . . . . . . . . . . . . . .

23.2 Consent of Counsel (contained in Exhibit 5.1). . . . . . . . . .

24.1 Power of Attorney (see page II-5). . . . . . . . . . . . . . . .

<PAGE>

EXHIBIT 4.1

SEAGATE TECHNOLOGY, INC.

CONNER PERIPHERALS, INC.
1986 INCENTIVE STOCK PLAN
AS AMENDED THROUGH JANUARY 1996

1. PURPOSES OF THE PLAN. The purposes of this Incentive Stock Plan (the
"Plan") are (a) to ensure the retention of the services of existing executive
personnel, employees and non-employee directors of Conner Peripherals, Inc.
("Conner"), a Delaware corporation and wholly-owned subsidiary of Seagate
Technology, Inc. ("Seagate"), a Delaware corporation, or any Parent or
Subsidiary (as defined below) of Seagate; (b) to attract and retain the best
available personnel for positions of substantial responsibility; (c) to provide
additional incentive to the Employees and Consultants of the Company; and (d) to
promote the success of the Company's business. Pursuant to that certain
Agreement and Plan of Reorganization dated as of October 3, 1995 (the
"Reorganization Agreement"), by and among Seagate, Conner and Athena Acquisition
Corporation ("Athena"), a Delaware corporation and wholly-owned subsidiary of
Seagate, Seagate assumed the obligations of Conner under the Plan, as amended
(the "Assumed Plan"). This Plan hereby amends and restates the Assumed Plan to
reflect such assumption by Seagate.

Options granted hereunder may be either "incentive stock options", as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"nonstatutory stock options," at the discretion of the Board and as reflected in
the terms of the written option agreement. The Board also has the discretion to
grant Stock Purchase Rights hereunder.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "BOARD" shall mean the Committee, if one has been appointed, or
the Board of Directors of the Company, if no Committee is appointed.

(b) "COMMON STOCK" shall mean the Common Stock of Seagate.

(d) "COMMITTEE" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.

(e) "CONSULTANT" shall mean any person who is engaged by the Company
or any Parent or Subsidiary to render consulting services and is compensated for
such consulting services, and any director of the Company whether compensated
for such services or not; provided that if and in the event the Company
registers any class of any equity security pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the term
Consultant shall
<PAGE>

thereafter not include directors who are not compensated for their services or
are paid only a director's fee by the Company.

(f) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall, for the
purposes of this Plan and the Options granted and shares issued hereunder only,
mean the absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave (including leave on account of
disability or military leave, provided that such sick leave or military leave is
for a period of not more than 90 days, except as may otherwise be approved by
the Board and specified in writing by the Company, or any other leave of absence
approved by the Board and specified in writing by the Company, subject to any
conditions of such approval). In the event that at the end of such leave the
Employee or Consultant does not return to work for the Company, his employment
or relationship with the Company (and his Continuous Status as an Employee or
Consultant) shall be deemed to have terminated as of the end of the leave
period.

(g) "DIRECTOR" shall mean a member of the Board of Directors of the
Company.

(h) "DISINTERESTED PERSON" shall have the meaning set forth in Rule
16b-3(d)(3) as promulgated by the Securities and Exchange Commission under the
Exchange Act, or any successor definition adopted by the Commission, as such
Rule is amended from time to time and as interpreted by the Securities and
Exchange Commission.

(i) "EMPLOYEE" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

(j) "FAIR MARKET VALUE" means, as of any date, unless otherwise
determined by the Committee in good faith, (i) the last sales price per share of
Common Stock as reported by NASDAQ (or successor system) or by the Wall Street
Journal for such date, (or if there is no trading on such date, then on the last
preceding business day on which there was trading); (ii) if the Common Stock is
listed on any stock exchange, the closing sales price for such Common Stock as
quoted on such exchange for the date the Option is granted (or if there are no
sales for such date, then on the last preceding business day on which there were
sales); or (iii) the fair market value thereof, as determined in any other
manner adopted in good faith by the Board.

(k) "INCENTIVE STOCK OPTION" shall mean an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.

(l) "NONSTATUTORY STOCK OPTION" means any Option that is not an
Incentive Stock Option.

(m) "OPTION" shall mean a stock option granted pursuant to the Plan.

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(n) "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.

(o) "OPTIONEE" shall mean an Employee, Consultant or Outside Director
who receives an Option.

(p) "PARENT" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Internal Revenue Code of
1986, as amended.

(q) "PLAN" shall mean this 1986 Incentive Stock Plan.

(r) "PURCHASER" shall mean an Employee or Consultant who exercises a
Stock Purchase Right.

(s) "SHARE" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

(t) "STOCK PURCHASE RIGHT" shall mean a right, other than an Option,
to purchase Common Stock pursuant to the Plan.

(u) "SUBSIDIARY" shall mean a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code
of 1986, as amended.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of shares which may be optioned and/or
sold under the Plan is 8,177,000 or such lesser number of shares of Common Stock
as are subject to Options under the Plan on the date the merger of Athena with
and into Conner is consummated as contemplated by the Reorganization Agreement.

If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. However, any shares sold under the Plan and
subsequently repurchased by the Company shall not be available for new issuance
pursuant to the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) COMMITTEE. The Plan shall be administered by the Board or, if
established by the Board, by a committee (the "Committee") consisting of not
less than three Disinterested Persons, all of whom shall be appointed by the
Board. Committee members shall serve for such term as the Board may in each
case determine, and shall be subject to removal at any time by the Board.
Vacancies on the Committee, however caused, shall be filled by the Board. The
Committee shall select one of its members as chairman, and shall hold meetings
at such times and places as it may determine. A majority of the Committee shall
constitute a quorum, and acts of the Committee

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<PAGE>

approved at a meeting at which a quorum is present, or acts approved in writing
by all of the members of the Committee, shall be valid acts of the Committee.
Awards to officers of the Company and annual awards shall be made upon approval
by the Board or, if the Committee is given general authority to do so by the
Board, upon approval by the Committee without review by the Board. The Board or
the Committee may delegate to the president or to the president's delegatee the
authority to grant awards other than awards to officers and annual awards.
Awards to any Director must be recommended or approved by the Committee, if any,
or if there is no Committee, by the Board, provided that a majority of the
Board and a majority of the Directors approving such grant are eligible to serve
as members of the Committee. No discretion concerning the administration of the
Plan shall be afforded to any person who is not a Disinterested Person.

(b) AUTHORITY. Subject to the general purposes, terms, and
conditions of the Plan, and to the direction of the Board, the Committee, if
there be one, shall have full power to implement and carry out the Plan
including, but not limited to, the following:

(i) to select the officers, consultants and other key employees
of the Company and its Subsidiaries to whom Options and/or Stock Purchase Rights
may from time to time be granted hereunder;

(ii) to determine whether and to what extent Options and/or Stock
Purchase Rights, or any combination thereof, are granted hereunder;

(iii) to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any vesting
acceleration or waiver of forfeiture restrictions regarding any Option or other
award and/or the shares of Common Stock relating thereto, based in each case on
such factors as the Committee shall determine, in its sole discretion);

(vi) to accelerate the earliest date on which outstanding Options
(or any installments thereof) are exercisable and, may, in its discretion,
provide that otherwise unvested options shall vest automatically upon
termination of an optionee's employment with the Company;

(vii) to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the election of the
participant (including providing for and determining the amount (if any) of any
deemed earnings on any deferred amount during any deferral period);

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<PAGE>

(viii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted; and

(ix) to determine the terms applicable to Stock Purchase Rights.

The Committee shall have the authority to construe and interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.

5. ELIGIBILITY.

(a) Options may be granted only to Employees and Consultants.
Incentive Stock Options may be granted only to Employees. Stock Purchase Rights
may be granted only to Employees and Consultants. An Employee or Consultant who
has been granted an Option or Stock Purchase Right may, if he is otherwise
eligible, be granted an additional Option(s) or Stock Purchase Right(s).

(b) No Incentive Stock Option may be granted to an Employee which,
when aggregated with all other incentive stock options granted to such Employee
by the Company or any Parent or Subsidiary, would result in Shares having an
aggregate fair market value (determined for each Share as of the date of grant
of the Option covering such Share) in excess of $100,000 becoming first
available for purchase upon exercise of one or more incentive stock options
during any calendar year.

(c) Section 5(b) of the Plan shall apply only to an Incentive Stock
Option evidenced by an "Incentive Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall qualify as an
incentive stock option. Section 5(b) of the Plan shall not apply to any Option
evidenced by a "Nonstatutory Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall be a
nonstatutory stock option.

(d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment, consulting relationship or directorship
with the Company, nor shall it interfere in any way with his right or the
Company's right to terminate his employment, consulting relationship or
directorship at any time.

6. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 17 of the Plan. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 13 of the Plan.

7. EXERCISE PRICE AND CONSIDERATION.

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<PAGE>

(a) With respect to Options and Stock Purchase Rights granted to
Employees and Consultants, the per Share exercise price for the Shares to be
issued pursuant to exercise of an Option or Stock Purchase Right shall be such
price as is determined by the Board, but shall be subject to the following:

(i) In the case of any Option, the per Share exercise price
shall be no less than 85% of the Fair Market Value per Share on the date of
grant.

(ii) In the case of any Stock Purchase Right, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.

(iii) In the case of any Option granted to any person who, at
the time of the grant of such Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant.

(iv) In the case of any Option or Stock Purchase Right
granted on or after the effective date of registration of any class of equity
security of the Company pursuant to Section 12 of the Exchange Act and prior to
six months after the termination of such registration, the per Share exercise
price shall be no less than 100% of the fair market value per Share on the date
of grant.

(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option or Stock Purchase Right, including the method of payment,
shall be determined by the Board and may consist entirely of cash, check,
promissory note, other shares of Common Stock having a fair market value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option or Stock Purchase Right shall be exercised, or any combination
of such methods of payment, or such other consideration and method of payment
for the issuance of Shares to the extent permitted under Delaware General
Corporation Law with respect to shares issuable under the Plan. In making its
determination as to the type of consideration to accept, the Board shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company, in accordance with Delaware General Corporation Law.

8. OPTIONS.

(a) TERM OF OPTION. The term of each Incentive Stock Option shall be
ten (10) years from the date of grant thereof or such shorter term as may be
provided in the Stock Option Agreement. The term of each Option that is not an
Incentive Stock Option shall be ten (10) years and one (1) day from the date of
grant thereof or such shorter term as may be provided in the Stock Option
Agreement. However, in the case of an Option granted to an Optionee who, at the
time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, (a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter

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<PAGE>

time as may be provided in the Stock Option Agreement, or (b) if the Option is
not an Incentive Stock Option, the term of the Option shall be five (5) years
and one (1) day from the date of grant thereof or such shorter term as may be
provided in the Stock Option Agreement.

(b) EXERCISE OF OPTION.

(i) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any
Option granted hereunder shall be exercisable and shall vest at such times and
under such conditions as determined by the Board, including performance criteria
with respect to the Company and/or the Optionee, and as shall be permissible
under the terms of the Plan; provided, however, that an Incentive Stock Option
granted prior to January 1, 1987 shall not be exercisable while there is
outstanding any incentive stock option which was granted, before the granting of
such Incentive Stock Option, to the same Optionee to purchase stock of the
Company, any Parent or Subsidiary, or any predecessor corporation of such
corporations. For purposes of this provision, an incentive stock option shall
be treated as outstanding until such option is exercised in full or expires by
reason of lapse of time.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 7(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the
number of Shares that thereafter shall be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised. Any Shares issued and sold pursuant to the Plan and
repurchased by the Company shall not be available for reissuance under the Plan.

(ii) TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT. If
an Optionee's Continuous Status as an Employee or Consultant terminates, other
than by reason of death or disability, the Optionee may, but only within one (1)
month (or such other period of time not exceeding three (3) months as is
determined by the Board and is specified in writing by the Company) after the
date he ceases to be an Employee or Consultant (as the case may be) of the
Company (but in no event later than ten years from the date of grant of the
Option), exercise his Option to the extent that (A) the Option was vested and
(B) he was entitled to exercise it, at the date of such termination. To the
extent that the Option was not vested or he was not entitled to exercise the
Option, at the date

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<PAGE>

of such termination, or if he does not exercise such Option within the time
specified herein, the Option shall terminate.

(iii) DISABILITY. Notwithstanding the provisions of
Section 8(b)(ii) above, in the event of termination of Continuous Status as an
Employee or Consultant as a result of an Optionee's disability (as defined in
Section 22(e)(3) of the Internal Revenue Code), the Optionee may, but only
within six (6) months (or such other period of time not less then six (6) months
nor more than twelve (12) months, as determined by the Board and specified in
writing by the Company) from the date of termination (but in no event later than
ten years from the date of grant of the Option), exercise his Option to the
extent that (A) the Option was vested and (B) the Optionee was entitled to
exercise it, at the date of such termination. To the extent that the Option was
not vested or the Optionee was not entitled to exercise the Option, at the date
of such termination, or if the Optionee does not exercise such Option within the
time specified herein, the Option shall terminate.

(iv) DEATH OF OPTIONEE. Notwithstanding the provisions of
Section 8(b)(ii) above, in the event of the death of an Optionee:

(1) If Optionee dies during the term of his Option,
where such Optionee is at the time of his death an Employee or Consultant of the
Company and such Optionee shall at the date of death shall have been in
Continuous Status as an Employee or Consultant since the date of grant of the
Option, the Option may be exercised at any time within six (6) months (or such
other period of time not less than six (6) months nor more than twelve (12)
months as determined by the Board and specified in writing by the Company)
following the date of death, (but in no event later than ten years from the date
of grant of the Option) by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the right to exercise that would have accrued had the Optionee continued
living and remained in Continuous Status as an Employee or Consultant for six
(6) months after the date of death; or

(2) If Optionee dies within three (3) months after the
termination of such Optionee's Continuous Status as an Employee or Consultant,
then the Option may be exercised at any time within six (6) months (or such
other period of time not less than six (6) months nor more than twelve (12)
months as determined by the Board and specified in writing by the Company)
following the date of death (but in no event later than ten years from the date
of grant of the Option), by the Optionee's estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the
extent that the Option was vested as of the date of termination.

(v) RULE 16b-3. Options granted to persons who are
subject to Section 16 of the Exchange Act ("Insiders") must comply with the
applicable provisions of Rule 16b-3 and shall contain such additional conditions
or restrictions as may be required thereunder to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.

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<PAGE>

9. STOCK PURCHASE RIGHTS.

(a) RIGHTS TO PURCHASE. After the Board determines that it will
offer an Employee or Consultant the right to purchase Shares under the Plan, it
shall advise the offeree in writing of the terms, conditions and restrictions
relating to the offer, including the number of Shares that such person shall be
entitled to purchase, and the time within which such person must accept such
offer, which shall in no event exceed nine (9) months from the date upon which
the Board made the determination to grant the Stock Purchase Right. The offer
shall be accepted by execution of a Restricted Stock Purchase Agreement in the
form determined by the Board.

(b) ISSUANCE OF SHARES. Forthwith after payment therefor, the Shares
purchased shall be duly issued; provided, however, that the Board may require
that the Purchaser make adequate provision for any Federal and State withholding
obligations of the Company as a condition to the Purchaser purchasing such
Shares.

(c) REPURCHASE OPTION. Unless the Board determines otherwise, the
Restricted Stock Purchase Agreement shall (i) grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
Purchaser's employment with the Company for any reason (other than death or
disability); (ii) set the purchase price for shares repurchased at the original
price paid by the Purchaser (plus any interest to be paid pursuant to the Stock
Purchase Agreement) which price may be paid by cancellation of any indebtedness
of the Purchaser to the Company; and (iii) grant the Company rights of first
refusal with respect to any proposed transfer of the Shares, whether they are
still subject to repurchase or not. The repurchase option and the right of
first refusal shall lapse at such rates as the Board may determine.

(d) OTHER PROVISIONS. The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Board.

(e) RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing the shares as to which
a Stock Purchase Right has been exercised, no right to vote or to receive
dividends or any other rights as a stockholder shall exist with respect to
shares of Common Stock subject to a Stock Purchase Right, notwithstanding the
exercise of a Stock Purchase Right. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the Plan.

(f) SHARES AVAILABLE UNDER THE PLAN. Exercise of a Stock Purchase
Right in any manner shall result in a decrease in the number of Shares that
thereafter shall be available, both for purposes of the Plan and for sale under
the Stock Purchase Right, by the number of Shares as to which the Stock Purchase
Right is exercised. Shares repurchased by the Company pursuant to Section 9(c)
hereof shall not be available for reissuance under the Plan.

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<PAGE>

(g) RULE 16b-3. Stock Purchase Rights granted to Insiders must
comply with the applicable provisions of Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee or holder of a Stock Purchase Right, only by such Optionee or holder of
a Stock Purchase Right.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

(a) SPLITS, DIVIDENDS, COMBINATIONS, OR RECLASSIFICATIONS. Subject
to any required action by the stockholders of Seagate, the number of shares of
Common Stock covered by each outstanding Option and Stock Purchase Right, and
the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Stock Purchase Right, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by Seagate; provided, however, that conversion
of any convertible securities of Seagate shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by Seagate of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option
or Stock Purchase Right.

(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of Seagate, any outstanding Options or Stock Purchase
Rights shall terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of its sole discretion in such instances, declare that any Option or Stock
Purchase Right shall terminate as of a date fixed by the Board, and may give
each Optionee the right to exercise his Option as to all or any part of the
Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable.

(c) SALE OR MERGER. In the event of a proposed sale of all or
substantially all of the assets of Seagate, or the merger of Seagate with or
into another corporation, Options and Stock Purchase Rights shall be assumed or
an equivalent option or right shall be substituted by such successor corporation
or a parent or subsidiary of such successor corporation. In the event such

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<PAGE>

successor corporation does not agree to assume the Option or Stock Purchase
Right or substitute any equivalent Option or Stock Purchase Right, the Board
shall in lieu of such assumption or substitution, provide that the Optionee or
holder of a Stock Purchase Right shall have the right to exercise the Option or
Stock Purchase Right as to all of the Optioned Stock or stock subject to the
Stock Purchase Right, including Shares as to which the Option or Stock Purchase
Right would not otherwise be exercisable. If the Board makes an Option or Stock
Purchase Right fully exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify the Optionee or
holder of a Stock Purchase Right that the Option or Stock Purchase Right shall
be fully exercisable for a period of thirty (30) days from the date of such
notice, and the Option or Stock Purchase Right will terminate upon the
expiration of such period.

12. TIME OF GRANTING OPTIONS OR STOCK PURCHASE RIGHTS. The date of grant
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Board makes the determination granting such Option or Stock Purchase
Right. Notice of the determination shall be given to each Employee or
Consultant to whom an Option or Stock Purchase Right is so granted within a
reasonable time after the date of such grant.

13. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. The Board may at any time amend,
alter, suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her consent. In
addition, to the extent necessary and desirable to comply with Rule 16b-3 under
the Exchange Act or with Section 422A of the Code (or any other applicable law
or regulation), the Company shall obtain stockholder approval of the Plan
amendment in such a manner and to such a degree as required.

(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options or Stock Purchase Rights
already granted and such Options and Stock Purchase Rights shall remain in full
force and effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Board and the Optionee, Purchaser or
holder of a Stock Purchase Right, which agreement must be in writing and signed
by the Company and the Optionee, Purchaser or holder of the Stock Purchase
Right.

14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended and the
rules and regulations promulgated thereunder, the Exchange Act and the rules and
regulations promulgated thereunder, any rule under Part 207 of Title 12 of the
Code of Federal Regulations ("Regulation G") as promulgated by the Federal
Reserve Board, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

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<PAGE>

As a condition to the exercise of an Option or Stock Purchase Right,
the Company may require the person exercising such Option or Stock Purchase
Right to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant
provisions of law.

15. RESERVATION OF SHARES; COMPLIANCE WITH LAW.

(a) The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

(b) Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, 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.

16. OPTION AND STOCK PURCHASE AGREEMENTS. Options shall be evidenced by
written option agreements in such form as the Board shall approve. Upon the
exercise of Stock Purchase Rights, a Purchaser shall execute a Restricted Stock
Purchase Agreement in such form as the Board of Directors shall approve.

17. STOCKHOLDER APPROVAL.

(a) Continuance of the Plan shall, if required by applicable law, be
subject to approval by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted. Continuance of the stock bonus
provisions of the Plan does not require stockholder approval. If such
stockholder approval is obtained at a duly held stockholders' meeting, it must
be obtained by the affirmative vote of the holders of a majority of the
outstanding shares of the Company, or if such stockholder approval is obtained
by written consent, it must be obtained by the unanimous written consent of all
stockholders of the Company; provided, however, that approval at a meeting or by
written consent may be obtained by a lesser degree of stockholder approval if
the Board determines, in its discretion after consultation with the Company's
legal counsel, that such a lesser degree of stockholder approval will comply
with all applicable laws and will not adversely affect the qualification of
Options granted under the Plan under Section 422A of the Code.

(b) If and in the event that the Company registers any class of
equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the stockholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.

(c) If any required approval by the stockholders of the Plan itself
or of any amendment thereto is solicited at any time otherwise than in the
manner described in Section 17(b) hereof, then the Company shall, at or prior to
the first annual meeting of stockholders held subsequent

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<PAGE>

to the later of (1) the first registration of any class of equity securities of
the Company under Section 12 of the Exchange Act or (2) the granting of an
Option hereunder to an officer or director after such registration, do the
following:

(i) furnish in writing to the holders entitled to vote for the
Plan substantially the same information which would be required (if proxies to
be voted with respect to approval or disapproval of the Plan or amendment were
then being solicited) by the rules and regulations in effect under Section 14(a)
of the Exchange Act at the time such information is furnished; and

(ii) file with, or mail for filing to, the Securities and
Exchange Commission four copies of the written information referred to in
subsection (i) hereof not later than the date on which such information is first
sent or given to stockholders.

18. INFORMATION TO OPTIONEES AND HOLDERS OF STOCK PURCHASE RIGHTS. The
Company shall provide to each Optionee and each Holder of a Stock Purchase
Right, during the period for which such person has one or more Options or Stock
Purchase Rights outstanding, copies of all annual reports and other information
provided to all Stockholders of the Company. The Company shall not be required
to provide such information if the issuance of Options and grant of Stock
Purchase Rights under the Plan is limited to key employees whose duties to the
Company assure their access to equivalent information.

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<PAGE>

EXHIBIT 4.2

SEAGATE TECHNOLOGY, INC.

CONNER PERIPHERALS, INC.

1995 DIRECTOR STOCK PLAN

1. ASSUMPTION OF THE PLAN. Pursuant to that certain Agreement and Plan
of Reorganization dated as of October 3, 1995 (the "Reorganization Agreement"),
by and among Seagate Technology, Inc. ("Seagate"), a Delaware corporation,
Conner Peripherals, Inc. ("Conner"), a Delaware corporation and wholly-owned
subsidiary of Seagate, and Athena Acquisition Corporation ("Athena"), a Delaware
corporation and wholly-owned subsidiary of Seagate, Seagate assumed the
obligations of Conner under the Conner Peripherals, Inc. - 1995 Director Stock
Plan (the "Assumed Plan"). This Plan hereby amends and restates the Assumed
Plan to reflect such assumption by Seagate. Following consummation of the
merger of Athena with and into Conner, no new awards shall be granted hereunder.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "BOARD" means the Board of Directors of the Company.

(b) "CODE" means the Internal Revenue Code of 1986, as amended.

(d) "COMPANY" means Conner.

(e) "CONTINUOUS STATUS AS A DIRECTOR" means the absence of any
interruption or termination of service as a Director.

(f) "DIRECTOR" means a member of the Board.

(g) "EMPLOYEE" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.

(h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(i) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:

(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share shall be
the closing sales price for such stock (or the closing bid, if no sales were
<PAGE>

reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the date of grant, as reported in
THE WALL STREET JOURNAL or such other source as the Board deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System (but
not on the National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share shall be the mean between the high bid and low asked prices for the
Common Stock on the day of determination, as reported in THE WALL STREET JOURNAL
or such other source as the Board deems reliable, or;

(iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

(j) "OPTION" means a stock option granted pursuant to the Plan.

(k) "OPTIONED STOCK" means the Common Stock subject to an Option.

(l) "OPTIONEE" means an Outside Director who receives an Option.

(m) "OUTSIDE DIRECTOR" means a Director who is not an Employee.

(n) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(o) "PLAN" means this 1995 Director Stock Plan.

(p) "PURCHASER" means an Outside Director who purchases Restricted
Stock.

(q) "RESTRICTED STOCK" means Shares granted to and purchased by
Outside Directors in accordance with Section 5(c) of the Plan.

(r) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act
or any successor to Rule 16b-3, as interpreted by the Securities and Exchange
Commission.

(s) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

(t) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be sold under the
Plan is 132,600 or such lesser number of Shares of Common Stock as are subject
to Options under the Plan on the date the merger of

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<PAGE>

Athena with and into Conner is consummated as contemplated by the Reorganization
Agreement (the "Pool"). The Shares may be authorized, but unissued, or
reacquired Common Stock.

If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). If Shares are forfeited to the Company pursuant to a Restricted
Stock agreement, such Shares shall be returned to the Plan and shall become
available for reissuance under the Plan, unless the Plan shall have been
terminated. However, such Shares shall not return to the Plan if the persons to
whom they were originally issued receive the benefits of ownership of such
Shares (other than voting), as such concept is interpreted from time to time by
the Securities and Exchange Commission in the context of Rule 16b-3.

4. ELIGIBILITY. Options and Restricted Stock awards may be granted only
to Outside Directors. All Options and Restricted Stock awards shall be
automatically granted in accordance with the terms set forth in Section 5
hereof. The Plan shall not confer upon any Optionee or Purchaser any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate his or her directorship at any time.

5. ADMINISTRATION AND GRANTS UNDER THE PLAN.

(a) PROCEDURE FOR GRANTS. The provisions set forth in this Section 5
shall not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. All grants of Options and Restricted Stock to
Outside Directors under this Plan shall be automatic and nondiscretionary and
shall be made strictly in accordance with the following provisions:

(b) OPTION GRANTS.

(i) No person shall have any discretion to select which
Outside Directors shall be granted Options or to determine the number of Shares
to be covered by Options granted to Outside Directors; provided, however, that
nothing in this Plan shall be construed to prevent an Outside Director from
declining to receive an Option under this Plan.

(ii) Upon the effective date of this Plan, each person who
is then an Outside Director shall be automatically granted an Option to purchase
14,000 Shares (as adjusted in accordance with Section 11). Each Outside
Director who first becomes an Outside Director after the effective date of this
Plan (other than a person who was previously a Director) shall be automatically
granted an Option to purchase 30,000 Shares (as adjusted in accordance with
Section 11) on the date on which such person becomes an Outside Director.

(iii) On the first day of each fiscal year of the Company
occurring after the effective date of this Plan, each Outside Director shall be
automatically granted an Option to purchase

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<PAGE>

10,000 Shares (as adjusted in accordance with Section 11) (a "Subsequent
Option"), provided that at the date of grant of each Subsequent Option such
person is an Outside Director; and provided further, that sufficient shares are
available under the Plan for the grant of such Subsequent Option.

(iv) The terms of an Option granted hereunder shall be as
follows:

(1) the term of the Option shall be five (5) years;

(2) the exercise price per share of Common Stock shall
be 100% of the Fair Market Value on the date of grant of the Option;

(3) Options granted hereunder shall become exercisable
in installments cumulatively with respect to 1/36 of the Shares subject to
the Option (or 1/36 of the Shares subject to the Option as increased or
decreased as provided in Section 11 hereof) on the first day of each month
following the date of the grant;

(v) Options shall be evidenced by written Option agreements
in such form as the Board shall approve.

(i) No person shall have any discretion to select which
Outside Directors shall receive Restricted Stock awards or to determine the
number of Shares to be covered by Restricted Stock awarded to Outside Directors;
provided, however, that nothing in this Plan shall be construed to prevent an
Outside Director from declining to receive a Restricted Stock award under this
Plan.

(ii) Each Outside Director shall automatically receive a
Restricted Stock award of 5,000 Shares of Common Stock (as adjusted in
accordance with Section 11) on the later of the effective date of this Plan or
the date on which such person first becomes an Outside Director (other than a
person who previously was a Director).

(iii) On the first day of each fiscal year of the Company
occurring after the effective date of this Plan, each Outside Director shall
automatically receive a Restricted Stock award of 1,000 Shares (as adjusted in
accordance with Section 11) (a "Subsequent Restricted Stock Award"), provided
that on the date of grant of each Subsequent Restricted Stock Award such person
is an Outside Director; and provided further that sufficient shares are
available under the Plan for the grant of such Subsequent Restricted Stock
Award.

(iv) The terms of a Restricted Stock award granted hereunder
shall be as follows:

(1) the purchase price shall be $.001 per Share (the
par value of the Company's Common Stock);

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<PAGE>

(2) Restricted Stock shall vest as to 33% of the
aggregate number of Shares awarded on the first anniversary of the award date,
as to an additional 33% of the aggregate number of Shares awarded on the second
anniversary of the award date, and as to the remaining 34% of the aggregate
number of Shares awarded on the third anniversary of the award date; provided
that, if an Outside Director's Continuous Status as a Director terminates as the
result of the Director's death or total and permanent disability (as defined in
Section 22(c)(3) of the Code), the Director's Restricted Stock shall become
fully vested as of the date of death or termination as the result of disability.

6. TERM OF PLAN. The Plan shall become effective upon the later to occur
of its adoption by the Board or its approval by the shareholders of the Company
as described in Section 16 of the Plan. It shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 12 of the Plan.

7. FORM OF CONSIDERATION. The consideration to be paid for the Shares to
be issued upon exercise of an Option or upon purchase of Restricted Stock,
including the method of payment, shall consist of cash or check and, in the case
of Options only, (i) other shares which (x) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee for more than six (6)
months on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised, (ii) delivery of a properly executed exercise notice
together with such other documentation as the Company and the broker, if
applicable, shall require to effect an exercise of an Option and delivery to the
Company of the sale or loan proceeds required to pay the exercise price, or
(iii) any combination of the foregoing methods of payment.

8. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times as are set forth in
Section 5(b) hereof.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 11 of
the Plan.

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<PAGE>

Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

(b) RULE 16b-3. Options granted to Outside Directors must comply
with the applicable provisions of Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify Plan
transactions, and other transactions by Outside Directors that otherwise could
be matched with Plan transactions, for the maximum exemption from Section 16 of
the Exchange Act.

(c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In the event an
Optionee's Continuous Status as a Director terminates for any reason, including
by reason of the Optionee's death or total and permanent disability (as defined
in Section 22(e)(3) of the Code), the Optionee (or, in the case of death, the
Optionee's estate or the person who acquired the right to exercise the Option)
may exercise his or her Option, but only within twelve (12) months following the
date of such termination, and only to the extent that the Optionee was entitled
to exercise it on the date of such termination (but in no event later than the
expiration of its five (5) year term). To the extent that the Optionee was not
entitled to exercise an Option on the date of such termination, and to the
extent that the Optionee does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate.

9. RESTRICTED STOCK.

(a) PROCEDURE FOR PURCHASE. Following an award of Restricted Stock
to an Outside Director in accordance with Section 5(c), the Board shall notify
the offeree in writing of the terms, conditions and restrictions relating to the
offer, and the offeree shall have ninety (90) days within which such person must
accept such offer. The offer shall be accepted by execution of a Restricted
Stock purchase agreement in such form as the Board shall approve.

(b) RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing Restricted Stock, no
right to vote or to receive dividends or any other rights as a stockholder shall
exist with respect to purchased Shares. A share certificate for the number of
shares of Restricted Stock purchased shall be issued to the Purchaser as soon as
practicable after purchase of the Restricted Stock. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 11 of the Plan.

(c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In the event a
Purchaser's Continuous Status as a Director terminates (other than by reason of
the Purchaser's death or total and permanent disability (as defined in Section
22(e)(3) of the Code)), Restricted Stock shall be forfeited by the Purchaser
without any consideration therefor.

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<PAGE>

(d) SHARES AVAILABLE UNDER THE PLAN. Except as otherwise provided in
Section 3 hereof, a purchase of Restricted Stock as provided hereunder shall
result in a decrease in the number of Shares that thereafter shall be available
under the Plan, by the number of Shares of Restricted Stock purchased.

(e) RULE 16b-3. Restricted Stock awards to Outside Directors must
comply with the applicable provisions of Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
Plan transactions, and other transactions by Outside Directors that could be
matched with Plan transactions, for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

10. NON-TRANSFERABILITY OF OPTIONS AND RESTRICTED STOCK AWARDS. Options
and Restricted Stock awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution. Options may be exercised, during the lifetime of the
Optionee, only by the Optionee.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER, ASSET
SALE OR CHANGE OF CONTROL.

(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option and Restricted Stock award, the number of Shares which have been
authorized for issuance under the Plan but as to which no Options or Restricted
Stock awards have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option or repurchase or forfeiture of
Restricted Stock, as well as the price per Share covered by each such
outstanding Option, as applicable, and the number of Shares issuable pursuant to
the automatic grant provisions of Section 5 hereof shall be proportionately
adjusted for any increase or decrease in the number of issued Shares resulting
from a stock split, spin off, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued Shares effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Shares subject to an Option or
Restricted Stock award.

(b) DISSOLUTION OR LIQUIDATION. In the case of Options or Restricted
Stock awarded to Outside Directors pursuant to Sections 5(b) and 5(c),
respectively, in the event of a proposed dissolution or liquidation of the
Company, such Options and Restricted Stock shall become fully vested and, in the
case of Options, fully exercisable, including as to Shares as to which it would
not otherwise be exercisable. To the extent an Option or Restricted Stock award
remains unexercised at the time of the dissolution or liquidation, the Option or
Restricted Stock award shall terminate.

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<PAGE>

(c) MERGER OR ASSET SALE. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, then, subject to Section 11(d) below, (i) each outstanding
Option shall become fully vested and exercisable, including as to Shares as to
which it would not otherwise be exercisable, and (ii) Restricted Stock shall
become fully vested. If an Option becomes fully vested in the event of a merger
or sale of assets, the Board shall notify the Optionee that the Option shall be
fully exercisable for a period of thirty (30) days from the date of such notice,
and the Option shall terminate upon the expiration of such period.

(d) CERTAIN BUSINESS COMBINATIONS. In the event it is determined by
the Board, upon receipt of a written opinion of the Company's independent public
accountants, that the enforcement of Section 11(c) hereof, which provides for
the acceleration of vesting of Options and Restricted Stock, would preclude
accounting for any proposed business combination of the Company as a pooling of
interests, and the Board otherwise desires to approve such a proposed business
transaction which requires as a condition to the closing of such transaction
that it be accounted for as a pooling of interests, then such Section shall be
null and void. In the event that Section 11(c) is thereby rendered null and
void, then outstanding Options and Restricted Stock shall be assumed or an
equivalent option or restricted stock award shall be substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.

12. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. Except as set forth in Section 5, the
Board may at any time amend, alter, suspend, or discontinue the Plan, but no
amendment, alteration, suspension, or discontinuation shall be made which would
impair the rights of any Optionee or Purchaser under any grant theretofore made,
without his or her consent. In addition, to the extent necessary and desirable
to comply with Rule 16b-3 (or any other applicable law or regulation), the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required.

(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options or Restricted Stock already
granted and such Options and Restricted Stock shall remain in full force and
effect as if this Plan had not been amended or terminated.

13. TIME OF GRANTING OPTIONS OR RESTRICTED STOCK AWARDS. The date of
grant of an Option or Restricted Stock award shall, for all purposes, be the
date determined in accordance with Sections 5(b) and (c) hereof, respectively.

14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to a Restricted Stock award or the exercise of an Option unless such
award or exercise and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, state securities laws, and the requirements
of any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

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<PAGE>

As a condition to the purchase of Restricted Stock or exercise of an
Option, the Company may require the Purchaser or the person exercising such
Option to represent and warrant at the time of any such purchase or exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.

Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, 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.

15. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

16. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company at its April 25, 1995 meeting of
shareholders. Such shareholder approval shall be obtained in the degree and
manner required under applicable state and federal law.

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<PAGE>

EXHIBIT 4.3

SEAGATE TECHNOLOGY, INC.

AMENDED AND RESTATED

ARCHIVE CORPORATION

STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN - 1981

1. PURPOSES OF THE PLAN.

The purposes of this Stock Option and Restricted Stock Purchase Plan -
1981 (the "Plan") are (a) to insure the retention of the services of existing
executive personnel, key employees and non-employee directors of Conner
Peripherals, Inc. ("Conner"), a Delaware corporation and wholly-owned subsidiary
of Seagate Technology, Inc. ("Seagate"), a Delaware corporation, or any Parent
or Subsidiary (as defined below) of Seagate (Seagate and each Parent and
Subsidiary of Seagate are collectively referred to herein as the "Company"); (b)
to attract and retain competent new executive personnel and key employees; and
(c) to provide incentive to all such personnel, employees and nonemployee
directors to devote their utmost effort and skill to the advancement and
betterment of the Company, by permitting them to participate in the ownership of
the Company and thereby in the success and increased value of the Company.
Pursuant to that certain Agreement and Plan of Reorganization dated as of
October 3, 1995 (the "Reorganization Agreement"), by and among Seagate, Conner
and Athena Acquisition Corporation ("Athena"), a Delaware corporation and
wholly-owned subsidiary of Seagate, Seagate assumed the obligations of Conner
under the Plan (the "Assumed Plan"). This Plan hereby amends and restates the
Assumed Plan to reflect such assumption by Seagate. For purposes of this Plan,
the terms "Subsidiary" and "Parent" shall mean any present or future corporation
which would be a "subsidiary corporation" or "parent corporation," respectively,
as those terms are defined in Section 424 of the Internal Revenue Code of 1986,
as amended.
<PAGE>

2. SHARES SUBJECT TO THE PLAN.

The shares of stock subject to the options or rights to purchase
restricted shares (hereinafter "rights of purchase") and other provisions of the
Plan shall be shares of Seagate's authorized but unissued or reacquired common
stock (herein sometimes referred to as the "Common Stock"). The total number of
shares of the Common Stock of Seagate which may be issued under the Plan shall
not exceed, in the aggregate, 826,540 shares or such lesser number of shares of
Common Stock as are subject to Options under the Plan on the date the merger of
Athena with and into Conner is consummated as contemplated by the Reorganization
Agreement. The limitations established by the preceding sentence shall be
subject to adjustment as provided in paragraph 7 below. In the event that any
outstanding option or right of purchase granted under the Plan can no longer
under any circumstances be exercised, or in the event that any shares purchased
pursuant to the Plan are reacquired by the Company, for any reason, the shares
of Common Stock allocable to the unexercised portion of such option or such
right of purchase, or the shares reacquired, as the case may be, may again be
subject to grant or issuance under the Plan.

3. ELIGIBILITY.

Officers and other key employees of the Company or of any subsidiary
corporation, or any member of the Board of Directors of the Company, whether or
not he or she is employed by the company, will be eligible for selection to
participate in the Plan. An individual who has been granted an option or right
of purchase may, if otherwise eligible, be granted an additional option or
options or rights of purchase if the Board or Committee shall so determine.

4. ADMINISTRATION OF THE PLAN.

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<PAGE>

(a) This Plan shall be administered by the Non-employee Board of
Directors of the Company or by a committee (the "Committee") consisting of two
(2) or more persons, all of whom shall be non-employee directors of the Company,
who shall be appointed by, and serve at the pleasure of, the Board of Directors.
The Board of Directors or the Committee, as the case may be, may from time to
time, in their respective discretions, determine which persons shall be granted
options or rights of purchase under the Plan, the terms thereof, and the number
of shares for which an option or options or a right or rights of purchase shall
be granted.

(b) Whomever is administering the Plan, either the Board of directors
of the Company or the Committee, shall have full and final authority to
determine persons to whom, and the time or times at which, options and rights of
purchase shall be granted, the number of shares to be represented by each option
and right of purchase and the consideration to be received by the Company upon
the exercise thereof; to interpret the Plan; to amend and rescind rules and
regulations relating to the Plan; to determine the form and content of the
options to be issued and terms and conditions of rights of purchase to be
offered under the Plan; to determine the identity or capacity of any persons who
may be entitled to exercise a participant's rights under any option or right of
purchase under the Plan; to correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any option or right of purchase in
the manner and to the extent the Board or Committee deems desirable to carry the
Plan, option or right of purchase into effect; to accelerate the exercise date
of any option or release and/or waive any repurchase rights of the Company
contained in any right of purchase; and to make all other determinations
necessary or advisable for the administration of the Plan, but only to the
extent not contrary to the express provisions of the Plan. Any action, decision,
interpretation or determination by the Board of Directors or by the Committee

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<PAGE>

with respect to the application or administration of the Plan shall be final and
binding on all participants and prospective participants.

5. OPTION PRICE AND PURCHASE PRICE OF SHARES

The exercise price of the shares of Common Stock covered by each
option granted and the purchase price of shares for which rights of purchase are
offered under the Plan shall not be less than the fair market value of such
shares on the date the option is granted or right of purchase is offered. Such
fair market value shall, if the Common Stock is not listed or admitted to
trading on a stock exchange, be the average of the closing bid price and asked
price of the Common Stock in the over-the-counter market on the date the option
is granted or right of purchase is offered, or, if the Common Stock is then
listed or admitted to trading on any stock exchange, the closing sale price on
such day on the principal stock exchange on which the Common Stock is then
listed or admitted to trading, or, if no sale takes place on such day on such
principal exchange, then the closing sale price of the Common Stock on such
exchange on the next preceding day on which a sale occurred. During such times
as there is not a market price available, the fair market value of Seagate's
Common Stock shall be determined by the Board of Directors or the Committee, as
the case may be, which shall consider, among other facts which it considers to
be relevant, the book value of such stock and the earnings of Seagate. The
exercise price, as the case may be, shall be subject to adjustment as provided
in paragraph 7 below.

6. TERMS AND CONDITIONS OF OPTIONS AND RIGHTS OF PURCHASE.

(a) TERMS AND CONDITIONS APPLICABLE TO OPTIONS. Each option granted
pursuant to this Plan shall be evidenced by a written Option Agreement. The
granting of an option shall take place only when this written Option Agreement
shall have been duly executed and delivered by or on

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<PAGE>

behalf of the Company to the optionee to whom such option shall be granted.
Neither anything contained in the Plan nor in any resolution adopted or to be
adopted by the Board of Directors of the Company or the Committee shall
constitute the granting of any option. The Option Agreement shall be in such
form as the Board of Directors or the Committee shall, from time to time,
recommend, but shall comply with and be subject to the following terms and
conditions:

(i) MEDIUM AND TIME OF PAYMENT. The option price shall be
payable in United States dollars upon the exercise of the option and may be paid
in cash, or by certified check, or by bank draft.

(ii) NUMBER OF SHARES. The option shall state the total number
of shares to which it pertains.

(iii) TERM OF OPTION. Each option granted under the Plan shall
expire within a period of not more than ten (10) years from the date the option
is granted.

(iv) DATE OF EXERCISE. The Board of Directors or the Committee
may, in its discretion, provide that an option may be exercised immediately or
that it may not be exercised in whole or in part for any specified period or
periods of time. Except as may be so provided, any option may be exercised in
whole at any time or in part from time to time during its term.

(v) TERMINATION OF EMPLOYMENT EXCEPT DEATH. In the event that
an optionee who is an employee of the Company shall cease to be employed by the
Company or any of its subsidiaries for any reason other than his death, or, in
the event that an optionee who is a director but not an employee of the Company
shall cease to be a director of the Company for any reason other than his death,
(i) all options granted to any such optionee pursuant to this Plan which are not
exercisable at the date of such cessation shall terminate immediately and become
void and of no

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<PAGE>

effect, and (ii) all options granted to any such optionee pursuant to this Plan
which are exercisable at the date of such cessation may be exercised at any time
within three (3) months of the date of such cessation , but in any event no
later than the date of expiration of the option period, and if not so exercised
within such time shall become void and of no effect at the end of such time.

(vi) DEATH OF OPTIONEE. If the optionee shall die and shall not
have fully exercised his options granted pursuant to the Plan, all of such
options, whether or not otherwise exercisable, may be exercised at any time
within one (1) year after the optionee's death but in any event no later than
the date of expiration of the option period, by the executors or administrators
of the optionee's estate or by any person or persons who shall have acquired the
option directly from the optionee by bequest or inheritance.

(b) TERMS AND CONDITIONS APPLICABLE TO RIGHTS OF PURCHASE UNDER THE
PLAN. After the Board of Directors or the Committee, as the case may be, shall
have determined to offer to a person eligible to participate (hereinafter
"offeree") the right to purchase shares under the Plan, it shall cause to be
delivered to the offeree a written notice thereof, together with a Stock
Purchase Agreement which shall constitute the Company's offer of the right of
purchase and shall contain the terms and conditions of purchase, including,
without limitation, the number of shares which the offeree shall be entitled to
purchase, the purchase price per share, any other terms, conditions or
restrictions relating thereto, and the number of days or period the offeree
shall have to accept such offer. Execution and delivery of the Stock Purchase
Agreement by the offeree to the Company within said number of days or period
shall constitute acceptance of the offer and said Stock Purchase Agreement
shall, thereupon, become a binding obligation of the Company and the offeree.
Each Stock Purchase Agreement shall be in such form as the Board of Directors or
the Committee shall,

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<PAGE>

from time to time, recommend, but shall comply with and be subject to the
following terms and conditions:

(i) METHOD OF PAYMENT. The purchase price of the shares shall
be paid to the Company, in cash, or by check or bank draft, or by a promissory
note, with or without interest, payable to the Company, or any combination
thereof, as the Board or the Committee, as the case may be, shall in its
discretion determine, and the terms, manner and timing of such payment and the
form and content of any promissory note, shall be included or made a part of the
Stock Purchase Agreement. If payment, in whole or in part, is made by a
promissory note, the shares so purchased with such note shall be held in pledge
with the Company to secure payment of the note. The pledge shall be in such
form and shall contain such terms as the Board of Directors or the Committee may
deem appropriate.

(ii) NUMBER OF SHARES. The Stock Purchase Agreement shall state
the total number of shares which the offeree shall be entitled to purchase and
whether or not the offeree may purchase less than all of the shares offered.

(iii) TERM OF OFFER. The Stock Purchase Agreement shall specify
the number of days or other period the offeree shall have to accept the offer,
not to exceed ninety (90) days from the date of such offer. If not accepted by
the offeree within such number of days or other period, the offer shall
automatically terminate upon expiration thereof, and the offer shall thereupon
be null and void and without further effect, except that the Board or Directors
or the Committee may extend such number of days or other period available for
acceptance, not to exceed an additional ninety (90) days. Acceptance of the
offer shall occur when the offeree has executed and redelivered to the Company
at least two counterparts of the Stock Purchase Agreement in the form delivered
to

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<PAGE>

him by the Company and, to be effective, such acceptance must be without
condition or reservation of any kind whatsoever.

(iv) RESTRICTIONS. The Board of Directors or the Committee, as
the case may be, may require that the offeree reconvey such shares, or a portion
thereof, to the Company upon the occurrence of certain events and to restrict an
offeree's right to convey, transfer, hypothecate or otherwise dispose of the
shares which he has purchased under the Plan, on such terms and conditions and
for such periods, as it, in its discretion, deems appropriate. Without limiting
the generality of the foregoing, the Stock Purchase Agreement, in the discretion
of the Board of Directors or Committee, may provide that, upon termination of
the offeree's employment with the Company within a specified period of time or
at any time and for any reason whatsoever, or upon the occurrence of any
specified events ("events of resale"), the shares purchased under the Plan shall
be resold to the Company at the purchase price paid therefor by the offeree
either in cash or by cancellation of any indebtedness owed to the Company in
respect of the purchase thereof. In addition, the Board of Directors or the
Committee may require that the shares be held in escrow to secure the offeree's
obligation to reconvey the shares to the Company upon an event of resale.

(v) VOTING RIGHTS AND ESCROW OF DIVIDENDS. If payment for
shares is made by a promissory note, all cash dividends paid with respect to the
shares so purchased shall be held in escrow by the Company for the account of
the purchaser without interest until such time as the shares are fully paid.
Upon full payment of the promissory note, all of such escrowed dividends shall
be paid to the purchaser without interest. In addition, if payment for shares
is made by a promissory note, the purchaser shall execute and deliver to the
Company an irrevocable proxy for the voting rights pertaining to the shares so
purchased, which proxy shall not expire until the shares are fully paid.

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<PAGE>

Nothing herein shall prevent the Company from releasing dividends or terminating
the proxy with respect to portions of the shares which are fully paid upon
periodic payments of the promissory note.

(i) RIGHTS AS A STOCKHOLDER. An optionee or an offeree or a
transferee of an option or right of purchase shall have no rights as a
stockholder with respect to any shares of Common Stock covered by his option or
right of purchase until the date of the issuance of a share certificate to him
for such shares. No adjustment shall be made for dividends of distributions or
other rights for which the record date is prior to the date such share
certificate is issued.

(ii) NONASSIGNABILITY OF RIGHTS. No option or right of purchase
shall be assignable or transferable by the person receiving same except by will
or the laws of descent and distribution. During the life of such person, the
option or right of purchase shall be exercisable only by him.

(iii) OTHER PROVISIONS. Any Option Agreement and any Stock
Purchase Agreement may contain such other terms, provisions and conditions as
may be determined by the Board of Directors or the Committee, as the case may
be, and, without limiting the generality of the foregoing, the Board of
Directors or the Committee, as the case may be, shall have discretion to offer
to a person a choice between having options granted or having a right of
purchase offered to him, or to grant both options and a right of purchase or to
condition a grant of options upon a purchase of shares under a right of
purchase under the Plan. Options granted or offers made to different persons,
or to the same person at different times, may be subject to terms, conditions
and restrictions which differ from each other.

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<PAGE>

7. CHANGES IN CAPITAL STRUCTURE.

In the event that the outstanding shares of Common Stock of Seagate
are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of Seagate by reason of
merger, consolidation or reorganization in which Seagate is the surviving
corporation or of a recapitalization, stock split, combination of shares,
reclassification, reincorporation, stock dividend (in excess of 2%), or other
change in the corporate structure of Seagate, appropriate adjustments shall be
made by the Board of Directors in the aggregate number and kind of shares
subject to this Plan, and the number and kind of shares and the price per share
subject to outstanding options and rights of purchase in order to preserve, but
not to increase, the benefits to persons then holding options and/or rights of
purchase.

In the event that Seagate at any time proposes to merge into,
consolidate with or to enter into any other reorganization (including the sale
of substantially all of its assets) in which Seagate is not the surviving
corporation, the Plan and all unexercised options and rights of purchase granted
hereunder shall terminate, unless provision is made in writing in connection
with such transaction for the continuance of the Plan and for the assumption of
options and rights of purchase theretofore granted, or the substitution for such
options and rights of purchase of new options and rights of purchase covering
the shares of a successor corporation, with appropriate adjustments as to number
and kind of shares and prices, in which event the Plan and the options and
rights of purchase theretofore granted or the new options and rights of purchase
substituted therefor, shall continue in the manner and under the terms so
provided If such provision is not made in such transaction for the continuance
of the Plan and the assumption of options and rights of purchase theretofore
granted or the substitution for such options and rights of purchase of new
options and rights of purchase

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<PAGE>

covering the shares of a successor corporation, then the Board of Directors or
the Committee shall cause written notice of the proposed transaction to be given
to the persons holding such options and rights of purchase not less than 30 days
prior to the anticipated effective date of the proposed transaction, and all
options and rights of purchase shall be accelerated and, prior to the
anticipated effective date of the proposed transaction, such person shall have
the right to exercise options and accept rights of purchase in respect of any or
all shares then subject thereto.

8. AMENDMENT AND TERMINATION OF THE PLAN.

The Board of Directors of the Company may from time to time alter,
amend, suspend or terminate the Plan in such respects as the Board of Directors
may deem advisable; provided, however, that no such amendment, suspension or
termination shall be made which shall substantially affect or impair the rights
of any person under any option or right of purchase theretofore granted to him
without his consent. Without limiting the generality of the foregoing, to the
extent permitted by applicable law, the Board of Directors of the Company may
alter or amend the Plan to comply with requirements under the Internal Revenue
Code relating to restricted stock options, incentive options, qualified or other
options which give the optionee more favorable tax treatment than that
applicable to options granted under this Plan as of the date of its adoption.
Upon any such alteration or amendment, to the extent permitted by applicable
law, any outstanding option granted hereunder shall be subject to the more
favorable tax treatment afforded to an optionee pursuant to such terms and
conditions as the Board of Directors or Committee may determine.

Unless the Plan shall theretofore have been terminated, the Plan shall
be effective on May 15, 1981, and shall terminate on May 15, 1996.

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<PAGE>

9. APPLICATION OF FUNDS.

The proceeds received by the Company from the sale of Common Stock
pursuant to options and rights of purchase, except as otherwise provided herein,
will be used for general corporate purposes.

10. NO OBLIGATION TO EXERCISE OPTION OR RIGHT OF PURCHASE.

The granting of an option or the offer of a right of purchase shall
impose no obligation upon the optionee to exercise such an option or the offeree
to accept such right of purchase.

11. CONTINUANCE OF EMPLOYMENT.

The Plan or the granting of any option or right of purchase thereunder
shall not impose any obligation on the Company to continue the employment of any
optionee or offeree.

12. OTHER OBLIGATIONS ON EMPLOYEES.

The Board of Directors or the Committee may require as a condition to
receipt of any option or exercise of any option or purchase rights under the
Plan that the optionee or offeree or employee, as the case may be, enter into
agreements regarding employment and instructions upon shares consistent with
conditions and obligations imposed upon employees and purchasers of common stock
of the Company under stock purchase agreements entered into among the Company
and outside investors, including agreements so provided under Preferred Stock
Purchase Agreements dated April 22, 1981 and May 5, 1980.

<PAGE>

EXHIBIT 4.4

SEAGATE TECHNOLOGY, INC.

AMENDED AND RESTATED

ARCHIVE CORPORATION

INCENTIVE STOCK OPTION PLAN - 1981

1. PURPOSES OF THE PLAN. The purposes of this Incentive Stock Option
Plan - 1981 (the "Plan") are (a) to insure the retention of the services of
existing executive personnel and key employees of Conner Peripherals, Inc.
("Conner"), a Delaware corporation and wholly-owned subsidiary of Seagate
Technology, Inc. ("Seagate"), a Delaware corporation, or any Parent or
Subsidiary (as defined below) of Seagate (Seagate and each Parent and Subsidiary
of Seagate are collectively referred to herein as the "Company"); (b) to attract
and retain competent new executive personnel and other key employees; and (c) to
provide incentive to all such personnel and other employees to devote their
utmost effort and skill to the advancement and betterment of the Company, by
permitting them to participate in the ownership of the Company and thereby in
the success and increased value of the Company.

Pursuant to that certain Agreement and Plan of Reorganization dated as of
October 3, 1995 (the "Reorganization Agreement"), by and among Seagate, Conner
and Athena Acquisition Corporation ("Athena"), a Delaware corporation and
wholly-owned subsidiary of Seagate, Seagate assumed the obligations of Conner
under the Plan, (the "Assumed Plan"). This Plan hereby amends and restates the
Assumed Plan to reflect such assumption by Seagate. For purposes of this Plan,
the terms "Subsidiary" and "Parent" shall mean any present or future corporation
which would be a
<PAGE>

"subsidiary corporation" or "parent corporation," respectively, as those terms
are defined in Section 424 of the Internal Revenue Code of 1986, as amended. It
is intended that the options issued pursuant to the Plan shall constitute
Incentive Stock Options within the meaning of Section 422A of the Internal
Revenue Code of 1954, as amended.

2. SHARES SUBJECT TO THE PLAN. The shares of stock subject to the
options and other provisions of the Plan shall be shares of Seagate's authorized
but unissued or reacquired common stock (herein sometimes referred to as the
"Common Stock") . The total number of shares of the Common Stock of Seagate
which may be issued under the Plan shall not exceed, in the aggregate, 1,834,300
shares or such lesser number of shares of Common Stock as are subject to Options
under the Plan on the date the merger of Athena with and into Conner is
consummated as contemplated by the Reorganization Agreement. The limitations
established by the preceding sentence shall be subject to adjustment as provided
in paragraph 7 below. In the event that any outstanding option granted under
the Plan can no longer under any circumstances be exercised, for any reason, the
shares of Common stock allocable to the unexercised portion of such option may
again be subject to grant or issuance under the Plan.

3. ELIGIBILITY. Officers and other key employees of the Company or its
parent or of any subsidiary corporation (including directors if they are also
employees of the Company or a subsidiary), as may be determined by the Board or
the Committee, who qualify for incentive stock options under the applicable
provisions of the Internal Revenue Code, will be eligible for selection to
participate in the Plan. An employee who has been granted an option may, if
otherwise eligible, be granted an additional option or options if the Board or
Committee shall so determine. No stock option shall be granted under the Plan
to any employee who at the time the option is granted, owns

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<PAGE>

stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of its parent or any subsidiary corporation,
unless at the time such option is granted the exercise price of the shares of
Common Stock covered by the option is at least 110 percent of the fair market
value of such shares, determined in accordance with the provisions of Section 5
below, and such option by its terms is not exercisable after the expiration of
ten (10) years from the date such option is granted.

4. ADMINISTRATION OF THE PLAN.

(a) This Plan shall be administered by the Non-Employee Board of
Directors of the Company or by a committee (the "Committee") consisting of two
(2) or more persons, all of whom shall be non-employee directors of the Company,
who shall be appointed by, and serve at the pleasure of, the Board of Directors.
The Board of Directors or the Committee, as the case may be, may from time to
time, in their respective discretions, determine which officers and other key
employees shall be granted options under the Plan, the terms thereof, and the
number of shares for which an option or options shall be granted.

(b) Whomever is administering the Plan, either the Board of Directors
of the Company or the Committee, shall have full and final authority to
determine the employees to whom, and the time or times at which, options shall
be granted, the number of shares to be represented by each option and the
consideration to be received by the Company upon the exercise thereof; to
interpret the Plan; to amend and rescind rules and regulations relating to the
Plan; to determine the form and content of the options to be issued; to
determine the identity or capacity of any persons who may be entitled to
exercise a participant's rights under any option under the Plan; to correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option in the manner and

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<PAGE>

to the extent the Board or Committee deems desirable to carry the Plan or option
into effect; to accelerate the exercise date of any option; and to make all
other determinations necessary or advisable for the administration of the Plan,
but only to the extent not contrary to the express provisions of the Plan. Any
action, decision, interpretation or determination by the Board of Directors or
by the Committee with respect to the application or administration of the Plan
shall be final and binding on all participants and prospective participants.

5. OPTION PRICE OF SHARES. The exercise price of the shares of Common
Stock covered by each option granted under the Plan shall not be less than the
fair market value of such shares on the date the option is granted. Such fair
market value shall, if the Common Stock is not listed or admitted to trading on
a stock exchange, be the average of the closing bid price and asked price of the
Common Stock in the over-the-counter market on the date the option is granted,
or, if the Common Stock is then listed or admitted to trading on any stock
exchange, the closing sale price on such day on the principal stock exchange on
which the Common Stock is then listed or admitted to trading, or, if no sale
takes place on such day on such principal exchange, then the closing sale price
of the Common Stock on such exchange on the next preceding day on which a sale
occurred. During such times as there is not a market price available, the fair
market value of Seagate's Common Stock shall be determined in good faith by the
Board of Directors or the Committee, as the case may be, which shall consider,
among other facts which it considers to be relevant, the book value of such
stock and the earnings of Seagate. The exercise price, as the case may be,
shall be subject to adjustment as provided in paragraph 7 below.

6. TERMS AND CONDITIONS OF OPTIONS. Each option granted pursuant to this
Plan shall be evidenced by a written Option Agreement. The granting of an
option shall take place only when this

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<PAGE>

written Option Agreement shall have been duly executed and delivered by or on
behalf of the Company to the optionee to whom such option shall be granted.
Neither anything contained in the Plan nor in any resolution adopted or to be
adopted by the Board of Directors of the Company or the Committee shall
constitute the granting of any option. The Option Agreement shall be in such
form as the Board of Directors or the Committee shall, from time to time,
recommend, but shall comply with and be subject to the following terms and
conditions:

(a) MEDIUM OF PAYMENT. The option price upon the exercise of the
option shall be payable (i) in United States dollars payable in cash, certified
check, or bank draft; (ii) subject to any legal restrictions on the acquisition
or purchase of its shares by the Company, by the delivery of shares of Common
Stock which shall be deemed to have a value to the Company equal to the
aggregate fair market value of such shares determined at the date of such
exercise in accordance with the provisions of Section 5 above; (iii) any
combination of (i) or (ii) above.

(b) GRANT OF OPTION. Any option shall be granted within ten years
from the date of the adoption of this Plan or the date this Plan is approved by
the stockholders of the Company, whichever is earlier.

(d) OPTION PRICE. The option price shall be not less than the fair
market value of the shares of Common Stock on the date of the granting of the
option.

(e) TERM OF OPTION. Each option granted under the Plan shall expire
within a period of not more than ten (10) years from the date the option is
granted.

(f) DATE OF EXERCISE. The Board of Directors or the Committee may,
in its

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<PAGE>

discretion, provide that an option may be exercised immediately or that it may
not be exercised in whole or in part for any specified period or periods of
time. Except as may be so provided, any option may be exercised in whole at any
time or in part from time to time during its term.

(g) TERMINATION OF EMPLOYMENT. In the event that an optionee who is
an employee of the Company shall cease to be employed by the Company or a parent
or any subsidiary corporation of the Company or a corporation or a parent or
subsidiary corporation of a corporation issuing and assuming a stock option in a
transaction to which Section 425(a) of the Internal Revenue Code of 1954, as
amended, applies, for any reason other than his death, (i) all options granted
to any such optionee pursuant to this Plan which are not exercisable at the date
of such cessation shall terminate immediately and become void and of no effect,
and (ii) all options granted to any such optionee pursuant to this Plan which
are exercisable at the date of such cessation may be exercised at any time
within three (3) months of the date of such cessation, but in any event no later
than the date of expiration of the option period, and if not so exercised within
such time shall become void and of no effect at the end of such time.

(h) DEATH OF OPTIONEE. If the optionee shall die while he is an
employee of the Company, or a parent or subsidiary of the Company, and shall not
have fully exercised his options granted pursuant to the Plan, in addition to
the options otherwise exercisable at the date of death, an additional 25% of the
total options held by optionee at the date of death (but not to exceed 100% of
such options), may be exercised by optionee's estate, personal representative or
beneficiary at any time within three (3) months from the date of death, but in
no event later than the date of expiration of the option period.

(i) RIGHTS AS A STOCKHOLDER. An optionee or a transferee of an
option shall have

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<PAGE>

no rights as stockholder with respect to any shares of Common Stock covered by
his option until the date of the issuance of a share certificate to him for such
shares. No adjustment shall be made for dividends of distributions or other
rights for which the record date is prior to the date such share certificate is
issued.

(j) NONASSIGNABILITY OF RIGHTS. No option shall be assignable or
transferable by the person receiving same except by will or the laws of descent
and distribution. During the life of such person, the option shall be
exercisable only by him.

(k) LIMITATION. Notwithstanding any other provision of the Plan, the
aggregate fair market value (determined in accordance with the provisions of
Section 5 above at the time the incentive option is granted) of the shares of
Common Stock with respect to which incentive options are exercisable for the
first time by the optionee during any calendar year (under all such plans of the
Company and its parent and subsidiary corporations) shall not exceed $100,000.

(l) OTHER PROVISIONS. Any Option Agreement may contain such other
terms, provisions and conditions as may be determined by the Board of Directors
or the Committee, as the case may be, which are not inconsistent with the
provisions of Section 422A of the Internal Revenue Code of 1954, as amended.
Options granted or offers made to different persons, or to the same person at
different times, may be subject to terms, conditions and restrictions which
differ from each other.

7. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Common Stock of Seagate are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of Seagate by reason of merger, consolidation or reorganization in
which Seagate is the surviving corporation or of a recapitalization, stock
split,

-7-
<PAGE>

combination of shares, reclassification, reincorporation, stock dividend (in
excess of 2%), or other change in the corporate structure of Seagate,
appropriate adjustments shall be made by the Board of Directors in the aggregate
number and kind of shares subject to this Plan, and the number and kind of
shares and the price per share subject to outstanding options in order to
preserve, but not to increase, the benefits to persons then holding options.

In the event that Seagate at any time proposes to merge into,
consolidate with or to enter into any other reorganization (including the sale
of substantially all of its assets) in which Seagate is not the surviving
corporation, the Plan and all unexercised options granted hereunder shall
terminate, unless provision is made in writing in connection with such
transaction for the continuance of the Plan and for the assumption of options
theretofore granted, or the substitution for such options of new options
covering the shares of a successor corporation, with appropriate adjustments as
to number and kind of shares and prices, in which event the Plan and the options
theretofore granted or the new options substituted therefor, shall continue in
the manner and under the terms so provided. If such provision is not made in
such transaction for the continuance of the Plan and the assumption of options
theretofore granted or the substitution for such options of new options covering
the shares of a successor corporation, then the Board of Directors or the
Committee shall cause written notice of the proposed transaction to be given to
the persons holding such options not less than 30 days prior to the anticipated
effective date of the proposed transaction, and the term of all options shall be
accelerated and such person shall have the right to exercise options in respect
of any or all shares then subject thereto.

8. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors of the
Company may from time to time alter, amend, suspend or terminate the Plan in
such respects as the Board of

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<PAGE>

Directors may deem advisable; provided, however, that no such amendment,
suspension or termination shall be made which shall substantially affect or
impair the rights of any person under any option or right of purchase
theretofore granted to him without his consent. Without limiting the generality
of the foregoing, to the extent permitted by applicable law, the Board of
Directors of the Company may alter or amend the Plan to comply with requirements
under the Internal Revenue Code or regulations thereto relating to incentive
stock options to insure that the options granted hereunder shall be given the
tax treatment afforded to incentive stock options.

Unless the Plan shall theretofore have been terminated, the Plan shall
be effective on December 1981, and shall terminate on November 29, 2000.

9. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to options, except as otherwise provided herein,
will be used for general corporate purposes.

10. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall
impose no obligation upon the optionee to exercise such an option.

11. CONTINUANCE OF EMPLOYMENT. The Plan or the granting of any option or
right of purchase thereunder shall not impose any obligation on the Company to
continue the employment of any optionee.

12. APPROVAL OF STOCKHOLDERS. The Plan shall be null and void and of no
force and effect if not approved by the stockholders of the Company within
12 months before or after the adoption of this Plan.

-9-

<PAGE>

EXHIBIT 4.5

SEAGATE TECHNOLOGY, INC.

EXECUTIVE STOCK PLAN
(As amended November 20, 1995)

1. PURPOSE OF THE PLAN.

The purpose of the Plan is to increase shareholder value and advance the
success of the Company by increasing the desire of key employees to continue
their employment with the Company and by increasing Company stock ownership
among key employees.

2. DEFINITIONS.

As used herein, the following definitions shall apply:

(a) "BOARD" shall mean the Committee or the Board of Directors of the
Company if no Committee is then designated.

(b) "COMMITTEE" shall have the meaning as specified in Section 4(a) of the
Plan.

(d) "COMPANY" shall mean Seagate Technology, Inc., a Delaware corporation.

(e) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(f) "EXECUTIVE" shall mean a senior executive officer of the Company or
any of its Subsidiaries who has been selected to participate under the Plan
pursuant to Section 4(b).

(g) "PLAN" means this Executive Stock Plan.

(h) "SHARE" shall mean a share of Common Stock.

(i) "STOCK PURCHASE AGREEMENT" shall mean an agreement in the form
approved by the Board to purchase Common Stock of the Company pursuant to the
Plan.

(j) "STOCK PURCHASE RIGHT" shall mean the right to purchase Shares under
the Plan.

(k) "SUBSIDIARY" shall mean a subsidiary corporation of the Company,
whether now existing or hereafter created.
<PAGE>

3. STOCK SUBJECT TO THE PLAN.

Subject to the provisions of Section 9 of the Plan, the maximum aggregate
number of Shares which may be sold under the Plan is 2,000,000 Shares of Common
Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.

If Shares are repurchased by the Company pursuant to a Stock Purchase
Agreement, such Shares, unless the Plan shall have been terminated, shall become
available for reissuance under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) PROCEDURE. The Plan shall be administered by (i) the Board if the
Board may administer the Plan in compliance with Rule 16b-3 promulgated under
the Exchange Act or any successor rule thereto ("Rule 16b-3"), or (ii) a
Committee designated by the Board to administer the Plan, which Committee shall
be constituted in such a manner as to permit the Plan to comply with Rule 16b-3.
Once appointed, the Committee shall continue to serve until otherwise directed
by the Board. Subject to the preceding sentence, from time to time the Board
may increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies, however caused, and remove all members of the
Committee and thereafter directly administer the Plan.

(b) POWERS OF THE BOARD. Subject to the provisions of the Plan, the Board
shall have the authority in its discretion (i) to select the Executives to whom
Stock Purchase Rights may from time to time be granted hereunder; (ii) to
determine the terms and conditions of any Stock Purchase right granted
hereunder; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind
rules and regulations relating to the Plan; (v) with the consent of the holder,
to modify or amend such holders' Stock Purchase Agreement; (vi) to authorize any
person to execute on behalf of the Company any instrument required to effect the
Plan; and (vii) to make other determinations deemed necessary or advisable for
the administration of the Plan.

(c) EFFECT OF BOARD'S DECISION. All decisions, determinations and
interpretations of the Board shall be final and binding on the Executives.

5. ELIGIBILITY

Stock Purchase Rights may be granted only to Executives. Each grant of a
Stock Purchase Right shall be evidenced by a Notice of Grant of Stock Purchase
Right and each Stock Purchase Right shall be evidenced by a written Stock
Purchase Agreement. The Stock Purchase Agreement shall specify the applicable
vesting restrictions and shall be in such form and contain such terms and
conditions as the Board, in its sole discretion, shall determine. Neither the
Plan nor any Stock Purchase Agreement confers upon any Executive any right with
respect to continuation of employment by the Company, nor shall it interfere in
any way with the Executive's right or the right of the Company to terminate the
Executive's employment at any time.

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<PAGE>

6. TERM OF PLAN

The Plan was adopted by the Board in December 1989 and approved by the
stockholders of the Company in September 1990. The Plan shall continue in
effect for an indefinite term unless terminated by the Board under Section 10 of
the Plan.

7. CONSIDERATION AND TERMS OF EXERCISE

(a) DETERMINATION OF PRICE. The price of Shares to be purchased, the
terms of payment, and consideration to be paid for the Shares, shall be
determined by the Board, provided, however, that the purchase price shall not be
less than $.01 per Share (the par value of the Company's Common Stock) nor
greater than any amount required in order to assure compliance with applicable
state law.

(b) PAYMENT. The purchase price of the Shares acquired pursuant to a
Stock Purchase Right shall be paid in cash at the time of purchase.

(c) STOCK WITHHOLDING TO SATISFY TAX OBLIGATIONS. The Board may, in its
discretion, permit an Executive to satisfy any withholding tax obligation that
arises in connection with the vesting of Shares by electing to have the Company
withhold from such vested Shares that number of Shares having a fair market
value equal to the amount required to be withheld. Elections by Executives to
have Shares withheld for this purpose shall be made in writing in a form
acceptable to the Board and shall be subject to such restrictions and
limitations as the Board may specify.

8. EXERCISABILITY AND NON-TRANSFERABILITY OF STOCK PURCHASE RIGHT

Each Stock Purchase Right granted to an Executive pursuant to this Plan
must be exercised within sixty (60) days after the date of grant of the Stock
Purchase Right. For purposes of the preceding sentence, unless otherwise
specified by the Board the "date of grant" of a Stock Purchase Right shall mean
the later of (i) the date the Board approves the grant or (ii) the date the
Notice of Grant of Stock Purchase Rights is delivered to the Executive. Stock
Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner and shall expire immediately upon the death of an
Executive or the termination of such Executive's employment with the Company.

9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock which have been authorized for issuance under
the Plan shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive.

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<PAGE>

10. AMENDMENT AND TERMINATION OF THE PLAN

(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend, or discontinue the Plan, but no amendment, alteration, suspension, or
discontinuation shall be made which would impair the rights of any Executive
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act (or any other applicable law or regulation), the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination
of the Plan shall not affect Shares already subject to Stock Purchase
Agreements, except as provided in said Stock Purchase Agreements.

11. COMPLIANCE WITH LAWS AND REGULATIONS

Shares shall not be issued under this Plan unless the issuance and delivery
of such Shares shall comply with all relevant provisions of law, including
without limitation, the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, state securities laws and the requirements
of any stock exchange upon which Shares may then be listed.

12. RESERVATION OF SHARES

The Company, during the term of the Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

13. STOCKHOLDER APPROVAL

The Plan, the grant of Stock Purchase Rights and the purchase of Shares
hereunder shall be subject to approval by holders of a majority of the
outstanding shares of Common Stock of the Company, which approval shall be
solicited substantially in accordance with Section 14(a) of the Exchange Act and
the rules and regulations promulgated thereunder, within such time as required
by Rule 16b-3 or other applicable law.

-4-

<PAGE>

WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION

650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811 OF COUNSEL

EXHIBIT 5.1
February 5, 1996

Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95066

RE: Registration Statement on Form S-8
----------------------------------

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about February 5, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 2,850,000 shares of your
Common Stock under the Conner Peripherals, Inc. 1986 Incentive Stock Plan, the
Conner Peripherals, Inc. 1995 Director Stock Plan, the Amended and Restated
Archive Corporation Stock Option and Restricted Stock Purchase Plan - 1981, the
Amended and Restated Archive Corporation Incentive Stock Option Plan - 1981 and
the Executive Stock Plan. Such shares of Common Stock are referred to herein as
the "Shares," and such plans and compensation agreements are referred to herein
as the "Plans." As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the Shares pursuant
to the Plans.

It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

Very truly yours,

WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

/S/ WILSON SONSINI GOODRICH & ROSATI

<PAGE>

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Conner Peripherals, Inc. 1986 Incentive Stock
Plan, the Conner Peripherals, Inc. 1995 Director Stock Plan, the Amended and
Restated Archive Corporation Stock Option and Restricted Stock Purchase Plan
- - 1981, the Amended and Restated Archive Corporation Incentive Stock Option
Plan - 1981 and the Seagate Executive Stock Plan of our reports dated July
11, 1995, except for the last paragraph of the patent litigation note as to
which the date is July 31, 1995, with respect to the consolidated financial
statements of Seagate Technology, Inc. and subsidiaries, incorporated by
reference in its Annual Report (Form 10-K) for the year ended June 30, 1995
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Jose, California
February 2, 1996