STORAGE TECHNOLOGY CORPORATION
                     AMENDED AND RESTATED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                           (As Amended March 5, 1999)

RECITALS

A. Pursuant to a resolution dated June 15, 1987, the Board of Directors
(the "Board") of Storage Technology Corporation, a Delaware corporation (the
"Company"), adopted the Stock Option Plan for Non-Employee Directors (the
"Plan"). The Plan was approved by the stockholders of the Company at a meeting
held October 20, 1987 (the "Original Adoption Date"). The Plan was thereafter
amended (the "First Amendment") by the Board on March 29, 1989 and such
amendment was approved by the stockholders of the Company at a meeting held June
28, 1989, and again amended (the "Second Amendment") by the Board on November 7,
1990 and such amendment was approved by the stockholders of the Company at a
meeting held May 29, 1991. The Plan was further amended by the Board on July 26,
1995 and March 6, 1996 and each of these amendments was approved by the
stockholders of the Company at a meeting held May 30, 1996. The Plan was further
amended by the Board on December 19, 1997 to increase the number of shares
available for issuance under the Plan, subject to the approval of the
stockholders at the next annual meeting of stockholders. This Amended and
Restated Plan incorporates all of the above amendments, provided that the
amendments approved on December 19, 1997 are subject to the approval of the
Company's stockholders.

B. The Board reserved the right to amend the Plan from time to time
with certain restrictions and only with the approval of the stockholders with
respect to certain amendments, all as specified in the Plan. Pursuant to such
authority, the Plan is hereby amended in its entirety as set forth below, except
that the number of shares available for issuance pursuant to Section 4.1 is
subject to the approval of the Company's stockholders at the Company's next
annual meeting following the Board's adoption of this Amended Plan.

C. The purposes of the Plan are to secure for the Company the benefits
arising from capital stock ownership by its current and future non-employee
directors by providing to such directors added incentive to continue in the
service of the Company and a more direct interest in the future success of the
operations of the Company through the granting to such directors of options
("Option" or "Options") to purchase shares of the $.10 par value common stock of
the Company (the "Stock") subject to the terms and conditions described below.


ARTICLE I

1 GENERAL

1.1 Definitions. For purposes of this Amended Plan, and as used
herein, a "non-employee director" is an individual who (a) is
a member of the board of directors of the Company, and (b) is
not an employee of the Company. For purposes of this


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Amended Plan, an employee is an individual whose wages are
subject to the withholding of federal income tax under section
3401 of the Internal Revenue Code of 1986, as amended from
time to time (the "Code").

1.2 Options. The Options granted hereunder shall be options that
are not qualified as incentive stock options under section
422A of the Code.


ARTICLE II

2 ADMINISTRATION

2.1 The Stock Option Committee. The Amended Plan shall be
administered by the Compensation Committee of the Board ("the
Committee"), which shall be composed in such a manner to
satisfy the requirements, if any, of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 or any successor
rule ("Rule 16b-3") with respect to committees administering
formula plans that comply with Rule 16b-3 and in accordance
with the General Corporation Law of Delaware. The persons
comprising the Committee shall be appointed by and serve at
the pleasure of the Board. The Committee members shall all be
members of the Board.

2.2 Quorum. A majority of the Committee shall constitute a quorum,
and the acts of a majority of the members present at any
meeting at which a quorum is present or participating by the
means described in the last sentence of this section 2.2, or
acts approved in writing by all members of the Committee,
shall be the acts of the Committee. The Committee shall keep
minutes of its meetings. One or more members of the Committee
may participate in a meeting of the Committee by means of
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other.

2.3 Authority of the Committee. The Committee shall have no
authority or discretion or power to select the participants
who will receive Options, to set the number of shares to be
covered by each Option, or to set the exercise price or the
period within which the Options may be exercised or to alter
any other terms or conditions specified herein, except in the
sense of administering the Amended Plan subject to the
provisions of the Amended Plan. Subject to the foregoing
limitations, the Committee shall have authority and power to
adopt such rules and regulations and to take such action as it
shall consider necessary or advisable for the administration
of the Amended Plan and to construe, interpret and administer
the Amended Plan and the decisions of the Committee shall be
final and binding upon the Company, the Holders (as defined
below) and all other persons. No member of the Committee shall
incur any liability by reason of any action or determination
made in good faith with respect to the Amended Plan or any
stock option agreement.



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ARTICLE III

3 OPTIONS

3.1 Participation. Each individual who was a non-employee director
of the Company on the Original Adoption Date or who becomes
such thereafter shall receive Options to purchase Stock under
the Plan on the terms and conditions described herein.

3.2 Stock Option Agreements. Each Option granted under the
Amended Plan shall be
evidenced by a written stock option agreement in substantially
the form attached hereto, which shall be entered into by the
Company and the non-employee director to whom the Options are
granted (the "Holder"), and which shall include or conform
to the following terms and conditions, and which may include
such other terms and conditions, if any, not inconsistent
therewith or with the terms and conditions of this
Amended Plan as the Committee considers appropriate:

3.2.1 Number of Options and Grant Dates. Each non-employee
director is entitled to receive, under the Plan,
Options to purchase shares of Stock as described
below and subject to adjustment from and after the
Original Adoption Date as provided in section 4.2
hereof.

3.2.1.1 Each non-employee director who was such on
October 20, 1987, has received an Option,
granted as of October 20, 1987, to
purchase 2,500 shares of Stock (after
adjustment for the one-for-ten reverse
stock split effected on May 19, 1989)
pursuant to the Plan.

3.2.1.2 Each individual who became a non-employee
director of the Company after March 29,
1989, and prior to November 7, 1990, has
received an Option, granted as of his or
her election date, to purchase 2,500
shares of Stock pursuant to the First
Amendment.

3.2.1.3 Between October 20, 1987 and November 7,
1990, each non-employee director holding
an Option granted under 3.2.1.1 or 3.2.1.2
above who had, after such grant, been
elected to serve on the Board at two
consecutive annual meetings of
stockholders as a non-employee director
after receipt of the Option granted under
3.2.1.1 or 3.2.1.2 above, has received an
additional Option, granted as of such
election date, to purchase 2,500 shares of
Stock.

3.2.1.4 Options granted under 3.2.1.1, 3.2.1.2 and
3.2.1.3 above will hereinafter be
collectively referred to as "Initial
Options". All Initial Options shall
continue to be held pursuant to the terms
and conditions of this Amended Plan.

3.2.1.5 Each non-employee director who was such
on November 7, 1990,


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or who first becomes such after November
7, 1990, shall receive an Option (the "New
Option"), granted as of the later to occur
of November 7, 1990, or his or her first
election or appointment as a non- employee
director, to purchase a number of shares
of Stock equal to 25,000 less any shares
subject to the Initial Options granted to
such director.

3.2.1.6 Each non-employee director who was such on
July 26, 1995 shall receive an additional
option (the "Additional Option") granted
as of the later to occur of July 26, 1995
or the third anniversary of his or her
first election or appointment as a
non-employee director, to purchase 36,000
shares of Stock (after adjustment for the
two-for-one stock split effected in the
form of a stock dividend completed on June
26, 1998).

3.2.1.6.1 Each non-employee director who was such on May
1998, or is thereafter elected or appointed shall receive
an additional option (the "Annual Option") granted as
of the date of his or her election or appointment as a
non-employee director, and on each subsequent election
as a non-employee director, to purchase a number of
shares of Stock equal to 4,000; provided, that
commencing on the director's eleventh anniversary, and
each anniversary thereafter, the Annual Option to
purchase shares of Stock will be equal to 5,000; further
provided, that all non-employee directors who have
received both the New Option and Additional Option
will not be eligible to receive the Annual Option until
their eleventh anniversary and each year thereafter, and
each non-employee director who was elected after July
26, 1995 shall receive an Annual Option for each year
of service during the period 1996 and 1997.

3.2.1.7 In the event that any grant hereunder would exceed the number of
shares of Stock available for issuance under the Amended Plan, or
is otherwise subject to stockholder approval, then each such grant
shall be conditioned on and subject to subsequent stockholder
approval to the extent it exceeds that number of shares determined
by dividing the total number of shares remaining available for grant
under the Amended Plan on such grant date by the number of
eligible non-employee directors, or to the extent that stockholder
approval is otherwise required.

3.2.2 Price. The price at which each share of Stock covered
by an Option may be purchased shall be the greater of
100 percent of the fair market value of such


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share on the date of grant of the Option or the par
value per share. For purposes of this determination,
"fair market value" means the closing price of a
share of Stock as reported in the Wall Street Journal
for the last business day prior to the date of the
grant. If no such closing price is reported, then
fair market value shall mean the average of the high
and low sale prices (or if no sale prices are
reported, the average of the high and low bid prices)
as reported by the principal regional stock exchange,
or if not so reported, as reported by NASDAQ or a
quotation system of general circulation to brokers
and dealers.

3.2.3 Service Required for Exercise.

3.2.3.1 Each Initial Option shall be exercisable
in full six months after the date of
grant, or at any time after November 7,
1990, whichever shall occur last.

3.2.3.2 Subject to 3.2.3.5 below, for each
non-employee director who is such on
November 7, 1990, such director's New
Option shall become exercisable as
follows: a number of shares equal to 5,000
less any shares subject to Initial Options
granted to such director, shall become
exercisable six months after the grant
date, and the balance shall become
exercisable in four equal amounts on the
first through fourth anniversaries of such
grant date.

3.2.3.3 Subject to 3.2.3.5 below, for each non-employee director who
becomes such after November 7, 1990, such director's New Option shall become
exercisable as follows: 5,000 shares shall become exercisable six months after
the grant date and the balance shall become exercisable in six equal amounts on
the first through the sixth anniversaries of such grant date (with the first
four years rounded down to the nearest whole share, and the last two years
rounded up).

3.2.3.4 Subject to 3.2.3.5 below, each Additional Option shall
become exercisable as follows: 6,000 shares on each of the first, second, and
third anniversaries of the first date by which all shares that are subject to
New Options held by such directors have become exercisable; and, each Annual
Option shall become exercisable as follows: 1,334 shares on the first
anniversary and 1,333 shares on each of the second and third anniversaries of
the date of grant. Each Annual Option grant made on or after the director's
eleventh anniversary shall become exercisable as follows: 1,667 shares on the
first anniversary and 1,666 shares on each of the second and third anniversaries
of the date of grant.


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3.2.3.5 Except as set forth in this Article III, the Options shall not be
exercisable as to any shares as to which the continuous service requirement
shall not be satisfied, regardless of the circumstances under which the Holder's
service to the Company shall be terminated. The number of shares as to which an
Option may be exercised shall be cumulative, so that once an Option shall become
exercisable as to any shares it shall continue to be exercisable as to such
shares, until expiration or termination of the Options as provided in the
Amended Plan.
3.2.4 Option Period. The period within which each Option
may be exercised shall expire, in all cases, ten
years from the date of grant of the Option (the
"Option Period"), unless terminated sooner pursuant
to subsection 3.2.5 below or fully exercised prior to
the end of such period.

3.2.5 Termination of Service. With respect to the exercise
of such Option in the event that the Holder ceases to
be a non-employee director of the Company for the
reasons described in this 3.2.5:

3.2.5.1 As to all options granted before July 20,
1995, and as to options granted on or
after July 20, 1995, if the option has not
been outstanding, as of the date of the
director ceasing to be a nonemployee
director, for at least six years or such
director has not been an outside director
for at least ten years, the vesting of and
expiration of the right to exercise such
options shall occur as follows:

3.2.5.1.1 Disability. If the Holder terminates his or her service
as a director due to becoming disabled (within the meaning of
section 22(e)(3) of the Code) while in a directorship of the Company or becomes
disabled during the six-month period after his or her termination, Options
vested as of the date of termination may be exercised within twelve months
following the disability (if otherwise within the Option Period) but will expire
at the end of such period to the extent they are not exercised; or

3.2.5.1.2 Death. If the Holder shall
die while in a directorship
of the Company or during
the six-month period after
his or her termination of
service as a director, all
Options, including, but not
limited to, Options not
otherwise vested may be
exercised within twelve
months following such death
(if otherwise within the
Option Period), but not
thereafter, by the Holder's


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legal representative or
representatives, or by the
person or persons entitled
to do so under the Holder's
last will and testament, or
if the Holder shall fail to
make testamentary
disposition of his or her
Options or shall die
intestate, by the person or
persons entitled to receive
said Options under the laws
of descent and
distribution; or

3.2.5.1.3 Other. If the directorship of a Holder is terminated for
any reason prior to such director reaching age 70
(other than the circumstances specified in 3.2.5.1.1
and 3.2.5.1.2 of this 3.2.5.1) within the Option Period,
the Options vested as of the date of termination may
be exercised within six months following the date of
such termination (if otherwise within the Option
Period), but not thereafter, or

3.2.5.1.4 Retirement. If the directorship of a Holder is
terminated for any reason after such director reaches
age 70 (other than the circumstances specified in
3.2.5.1.1 and 3.2.5.1.2) within the Option Period, all
Options, including, but not limited to, Options not
otherwise vested may be exercised within six months
following the date of such termination (if otherwise
within the Option Period), but not thereafter.

3.2.5.2 As to Options granted on or after July 20,
1995, if the Option has been outstanding,
as of the date of the director's ceasing
to be a non-employee director, for at
least six years or such director has been
an outside director for at least ten
years, the vesting of and expiration of
the right to exercise such options shall
occur as follows:

3.2.5.2.1 Disability. If the Holder
terminates his or her
service as a director due
to becoming disabled
(within the meaning of
section 22(e)(3) of the
Code) while in a
directorship of the
Company, Options vested as
of the date of termination
may be exercised within the
Option Period but will
expire at the end of such
period to the extent they
are not exercised; or

3.2.5.2.2 Death. If the Holder shall
die while in a directorship
of the Company all Options,
including, but not limited
to, Options not otherwise
vested may be exercised
within the Option Period
but not thereafter, by the



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Holder's legal
representative or
representatives, or by the
person or persons entitled
to do so under the Holder's
last will and testament, or
if the Holder shall fail to
make testamentary
disposition of his or her
Options or shall die
intestate, by the person or
persons entitled to receive
said Options under the laws
of descent and
distribution; or

3.2.5.2.3 Other. If the directorship
of the Holder is terminated
for any reason prior to
such director reaching age
70 (other than the
circumstances specified in
3.2.5.2.1 and 3.2.5.2.2 of
this 3.2.5.2) within the
Option Period, the Options
vested as of the date of
termination may be
exercised within the Option
Period, but not thereafter;
or

3.2.5.2.4 Retirement. If the
directorship of the Holder
is terminated for any
reason after such director
reaches age 70 (other than
the circumstances specified
in 3.2.5.2.1 and 3.2.5.2.2)
within the Option Period,
all Options, including, but
not limited to, Options not
otherwise vested may be
exercised within the Option
Period, but not thereafter.

3.2.6 Transferability. Each Option granted under the Plan or the Amended Plan
shall not be transferable by the Holder except (i) by will or pursuant to the
laws of descent and distribution, or (ii) pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder, or (iii) as may otherwise be
permitted by applicable law, including the version of Rule 16b-3 that is
applicable to this Amended Plan at the time of the transfer. Each Option
shall be exercisable during the Holder's lifetime only by the Holder or by his
or her permitted transferee(s) pursuant to clause (ii) or (iii) hereof.

3.2.7 Exercise of Option. The method for exercising each Option granted pursuant
to the Plan or the Amended Plan shall be by delivery to the Company of
written notice specifying the number of shares with respect to which the
Options are being exercised. If requested by the Company, such notice shall
contain the Holder's representation that he or she is purchasing the Stock for
investment purposes only and his or her agreement not to sell any Stock so
purchased in any manner that is in violation of the Securities Act of 1933, as
amended, or applicable state law. Such restrictions, or notice thereof, shall
be placed on the certificates representing the Stock so purchased. The
purchase of such Stock shall take place at the principal offices of the
Company within twenty days following delivery of such notice, at which



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time the purchase price of the Stock shall be paid in
full in cash, by check payable to the Company's
order, by delivery to the Company of certificates
representing the number of shares of Stock then owned
by the exercising Holder, the fair market value of
which, on the date of exercise, equals the purchase
price of the Stock purchased pursuant to exercise of
the Options, properly endorsed for transfer to the
Company, or by a combination of such methods of
payment. A properly executed certificate or
certificates representing the Stock shall be
delivered to the Holder upon payment therefor.


ARTICLE IV

4 AUTHORIZED STOCK

4.1 The Stock. The total number of shares of Stock as to which
Options may be granted pursuant to the Amended Plan shall not
exceed 780,000 in the aggregate, except as such number of
shares shall be adjusted from and after July 26, 1995 in
accordance with the provisions of 4.2 hereof. If any
outstanding Option granted under the Plan or the Amended Plan
shall expire or be terminated for any reason before the end of
the Option Period, the shares of Stock allocable to the
unexercised portion of such Option shall be available for
grants pursuant to 3.2.1.5 and 3.2.1.6 above. Fractional
shares shall not be distributed and shall remain unallocated.
The Company shall at all times during the life of any
outstanding Options retain as authorized and unissued shares
or treasury shares at least the number of shares from time to
time included in the outstanding Options, or otherwise assure
itself of its ability to perform its obligations under the
Amended Plan.

4.2 Adjustment by Stock Split, Stock Dividend, Etc. In the event
that the outstanding shares of Stock of the Company are
changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of any
recapitalization, reclassification, stock split, reverse stock
split, stock dividend, combination or subdivision, appropriate
adjustment shall be made in the number and kind of shares
available for grant under the Amended Plan and reserved for
issuance under any Options granted under the Plan or the
Amended Plan. Such adjustment to outstanding Options shall be
made without change in the total price applicable to the
unexercised portion of such Options, and a corresponding
adjustment in the applicable exercise price per share shall be
made.

4.3 Rights as a Stockholder. The holder of an Option shall have no
rights as a stockholder with respect to any shares covered by
an Option until the date of issue of a stock certificate to
him or her for such shares. Except as otherwise expressly
provided in the Amended Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior
to the date such stock certificate is issued.



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4.4 General Adjustment Rules. No adjustment or substitution
provided for in this Article IV shall require the Company to
sell a fractional share under any stock option agreement and
the total substitution or adjustment with respect to each
stock option agreement shall be limited by deleting any
fractional share. In the case of any such substitution or
adjustment, the exercise price per share in each such stock
option agreement shall be equitably adjusted by the Committee
to reflect the greater or lesser number of shares of Stock or
other securities into which the Stock subject to an Option may
have been changed. Adjustments under this Article IV shall be
made by the Committee, whose determination with regard thereto
shall be final and binding.


ARTICLE V

5 REORGANIZATION OR LIQUIDATION

In case the Company is merged or consolidated with another entity and
the stockholders of the Company as of immediately prior to such merger
or consolidation own 50% or less of the voting power of the surviving
entity, or in case all or substantially all of the assets or more than
50% of the outstanding voting stock of the Company is acquired by any
other person or entity, or in case of a reorganization (other than a
reorganization under federal bankruptcy statutes) or liquidation of the
Company that is approved by the stockholders of the Company (i) any
outstanding Options shall be assumed or substituted on an equitable
basis by the merged, consolidated or otherwise reorganized corporation,
person or entity, provided that no additional benefits shall be
conferred upon the Holders as a result of such assumption or
substitution, and the excess of the aggregate fair market value of the
shares subject to the Options immediately after such assumption or
substitution over the purchase price thereof is not more than the
excess of the aggregate fair market value of the shares subject to the
Options immediately before such assumption or substitution over the
purchase price thereof, and (ii) the exercisability of all outstanding
Options shall automatically be accelerated such that the Options shall
become exercisable in full regardless of whether all conditions of
exercise relating to vesting period or length of service of a director
have been satisfied. In the event that the triggering event is an event
that requires approval of the stockholders of the Company prior to its
consummation, then the acceleration of exercisability shall be
effective upon stockholder approval of such triggering event. If the
triggering event does not require stockholder approval (such as the
acquisition by a third party of more than 50% of the outstanding stock
of the Company), then the acceleration of exercisability shall be
effective upon the occurrence of such event.




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ARTICLE VI

6 GENERAL PROVISIONS

6.1 Expiration. The Amended Plan shall terminate whenever the
Board adopts a resolution to that effect. If not sooner
terminated under the preceding sentence, the Amended Plan
shall wholly cease and expire on March 29, 2010. After
termination, no Option shall be granted under this Amended
Plan, but the Company shall continue to recognize Options
previously granted.

6.2 Amendments. The Board may from time to time amend, modify,
suspend or terminate the Amended Plan; provided, however, that
the provisions of the Amended Plan that determine which
directors may be granted Options, the timing of the Option
grants and the number of shares of Stock subject to Options
granted hereunder may not be amended more frequently than is
permitted for formula plans by Rule 16b-3. Nevertheless, no
such amendment, modification, suspension or termination shall
(a) impair any Option earlier granted under the Plan or the
Amended Plan or deprive any Holder of any shares of Stock that
he or she may have acquired through or as a result of the Plan
or the Amended Plan or (b) be made without the approval of the
stockholders of the Company if such approval is required to
retain the exemption provided by Rule 16b-3 with respect to
Options granted under the Plan or the Amended Plan.

6.3 Treatment of Proceeds. Proceeds from the sale of Stock
pursuant to Options granted under the Plan or the Amended Plan
shall constitute general funds of the Company.

6.4 Effectiveness. The effective date of the Plan was October 20, 1987.

6.5 Paragraph Headings. The paragraph headings are included herein
only for convenience, and they shall have no effect on the
interpretation of the Plan.

AS AMENDED AND ADOPTED by the authority of the Board on March
5, 1999.

STORAGE TECHNOLOGY CORPORATION




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