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WESTERN DIGITAL CORP Director's Dealing 2006

Apr 5, 2006

30166_dirs_2006-04-04_3646e242-1ee2-4643-8936-6f5e95b325b7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2006-04-01

Reporting Person: DENERO HENRY T (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-04-01 Common Stock M 2100 Acquired 11014 Direct
2006-04-01 Common Stock D 2100 $15.68 Disposed 8914 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-04-01 Phantom Stock $0 M 2100 Disposed 2006-04-01 Common Stock (2100) Direct

Footnotes

F1: This transaction does not represent the sale of Common Stock nor the exercise of an option. It represents the vesting and payout in cash of an award of "share units" pursuant to an award under the Non-Employee Directors Restricted Stock Unit Plan as in effect prior to November 17, 2005. These units vested and became payable to the reporting person in cash in accordance with such Plan.