Letter Agreement - Suez Acquisition Co. (Cayman) Ltd. and VERITAS Software Corp.


                   Suez Acquisition Company (Cayman) Limited
                         c/o Silver Lake Partners, L.P.



                                 March 29, 2000


VERITAS Software Corporation
1600 Plymouth Street
Mountain View, California 94043

Ladies and Gentlemen:

     This letter sets forth our agreement with respect to certain matters
related to (i) the Stock Purchase Agreement between Suez Acquisition Company
(Cayman) Limited ('SAC') and Seagate Technology, Inc. (the 'Company') dated as
of the date hereof (the 'Stock Purchase Agreement') and (ii) the Agreement and
Plan of Merger among VERITAS Software Corporation ('VERITAS'), Victory
Acquisition Sub, Inc. and the Company dated as of the date hereof (the 'Merger
Agreement').

1.   No-Shop. Prior to termination of the Stock Purchase Agreement in accordance
     with its terms, VERITAS shall not (directly or indirectly through
     subsidiaries or otherwise), and shall direct its officers, directors,
     affiliates or employees or any investment banker, attorney or other advisor
     or representative retained by any of them not to, directly or indirectly,
     (i) solicit, initiate, encourage or induce the making, submission or
     announcement of any Seller Acquisition Proposal (as defined in the Stock
     Purchase Agreement), (ii) participate in any discussions, negotiations or
     other communications with any person regarding, or furnish to any person
     any information with respect to, or take any other action to facilitate any
     inquiries or the making of any proposal that constitutes or may reasonably
     be expected to lead to, any Seller Acquisition Proposal, (iii) approve,
     endorse or recommend any Seller Acquisition Proposal, or (iv) enter into
     any letter of intent, contract, agreement, understanding or commitment
     contemplating or otherwise relating to any Seller Acquisition Transaction.
     VERITAS shall notify SAC promptly after receiving any inquiry or other
     communication regarding any Seller Acquisition Proposal.

2.   Alternative Transaction Fee. In the event that: (i) the Stock Purchase
     Agreement is terminated pursuant to Sections 10.1(g) or (h), (ii) in the
     case of a termination by SAC of the Stock Purchase Agreement, SAC shall not
     be in breach of any of its representations and warranties, covenants or
     agreements under the Stock Purchase Agreement such that the Company would
     not then be required to consummate the transactions contemplated by the
     Stock Purchase Agreement and (iii) within 90 days of the date of such
     termination, VERITAS enters into any agreement or agreements with respect
     to a Seller Acquisition Transaction, VERITAS shall,



     prior to or simultaneously with entering into any such agreement or
     agreements, pay to SAC (or its designees), $50 million in immediately
     available funds.

3.   Governing Law. This letter agreement will be governed by and construed and
     interpreted in accordance with the laws of the State of New York.

4.   Counterparts. This letter agreement may be executed in separate
     counterparts, each of which shall constitute an original and all of which,
     taken together, shall constitute one and the same instrument.

5.   Assignment. The rights and obligations of each party hereto may not be
     assigned to any other party (by operation of law or otherwise) without the
     written consent of the other party hereto.

6.   Specific Performance. In view of the uniqueness of the agreements contained
     in this letter agreement and the transactions contemplated hereby and the
     fact that the parties hereto would not have an adequate remedy at law for
     money damages in the event that any obligation under this letter agreement
     is not performed in accordance with its terms, each of the parties hereto
     therefore agrees that each party hereto shall be entitled to specific
     enforcement of the terms of this letter agreement in addition to any other
     remedy to which such party may be entitled, at law or in equity.


                                       Very truly yours,

                                       SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED

                                       By: /s/ JAMES A. DAVIDSON
                                          --------------------------------------
                                          Name:  James A. Davidson
                                          Title: Managing Member


Accepted and Agreed as of
the date first written above:

VERITAS SOFTWARE CORPORATION


By: /s/ MARK LESLIE
   -------------------------


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