EMPLOYMENT AND TERMINATION AGREEMENT



     This Agreement, entered into June 26, 1997 is between Storage
Technology Corporation, a Delaware corporation (the "Company") and
John V. Williams ("Employee").

     WHEREAS, prior to the termination date of this Agreement Employee served
as Executive Vice President, World Wide Field for the Company;

     WHEREAS, the Company and Employee wish to provide for his continued
employment and terms of termination from the Company and to resolve all
claims between them.  By this Agreement the parties set out the terms and
ongoing obligations of the parties with respect to his termination of
employment with the Company.

     The parties agree as follows:

     1.   CONTINUING EMPLOYMENT:

          a.   First Employment Period: Employee will continue as a regular

          full-time employee of the Company through February 28, 1998
          (hereafter the period from July 1, 1997 to February 28, 1998 is
          referred to as the "First Employment Period").  During the First
          Employment Period Employee will be deemed a Corporate Officer for
          all purposes, including but not limited to benefits, including but
          not limited to executive life insurance, auto, tax planning,
          medical and airfare, as well as restrictions on trading in the
          Company's securities.  He will also be eligible for, and will
          receive an MBO bonus payment for 1997 based on the achievement of
          the Corporate Officer's MBO bonus plan goals for the Company.
          Employee will report to the Chief Executive Officer of the Company,
          and be responsible for such projects and activities as may be
          assigned by the CEO, or his designee.  All projects must be
          reasonable assignments considering Employee's experience and
          position. Employee shall not be required to have an office at any
          Company location.  Employee shall obtain required offices at his
          own expense.  During the First Employment Period all salary and
          benefits will remain as they were on June 1, 1997.  During the
          First Employment Period Employee will not accept any employment,
          whether as a director, consultant, or on a full-time, part-time or
          any other basis with any company other than StorageTek, will not
          accept any assignment from any person other than the CEO or his
          designee and will not make any investment in or lend any money to
          any company in a computer related business (other than equity
          investments of less than 1% of the shares outstanding or debt
          investments in publicly traded companies).  Acceptance of any such
          employment or assignment, or making any such loan or investment
          during this First Employment Period will be deemed a voluntary
          termination of employment by Employee, and will be treated
          accordingly for all purposes, and Employee shall not be entitled to
          any severance or other benefits under the letter agreement between
          the Company and Employee dated February 17, 1995 (the "Letter
          Agreement").

          b.   Second Employment Period: Employee will continue as a regular
          full-time employee at a salary of 50% of his June 1, 1997 salary
          level from March 1, 1998 through December 31, 1998 (the "Second
          Employment Period").  During the Second Employment Period, Employee
          will continue to report to and accept assignments from the CEO or
          his designee.  All assignments must be reasonable, considering
          Employee's experience and position.  However, Employee will not be
          asked to accept assignments which require him to work for more than
          50% of his time for the Company, and he will no longer be deemed a
          Corporate Officer.  As such he will only be entitled to such
          benefits as are available to regular full-time employees of the
          Company at a director level, and no benefits available only to the
          Corporate Officer level will be provided except that he shall be
          entitled to the termination benefits set forth in the Letter
          Agreement.  During this Second Employment Period, Employee will not
          participate in the 1998 MBO bonus plan, or receive any other form
          of incentive or bonus compensation, except for stock options and
          restricted stock granted to Employee prior to the date hereof.  If
          during the Second Employment Period Employee accepts any
          employment, whether as a director or consultant, or on a full-time,
          part-time or any other basis with any of the companies listed on
          Exhibit A (hereinafter "Competitor Company"), then accepting such
          employment will be deemed a voluntary termination of employment by
          Employee, and will be treated accordingly for all purposes, and
          Employee shall not be entitled to any severance or other benefits
          under the Letter Agreement.

          c.   If Employee accepts full time employment during the Second
          Employment Period with a company which is not a Competitor Company,
          but does not  accept any employment with a Competitor Company, then
          Employee may terminate his employment with the Company, but he
          shall continue to receive, on a bi-weekly basis, the balance of his
          salary otherwise due through December 31, 1998 ( that is 50% of his
          monthly salary as of June 1, 1997, but no bonus or other incentive
          compensation).  This amount will be in addition to any amount
          payable under Section 4 below.

          d.   During the term of Employee's continuing employment he will
          continue to be bound by all of his other obligations to the
          Company, including but not limited to his duties of loyalty and
          care and his Proprietary Rights Agreement.  The forgoing provisions
          of this agreement are not intended to prohibit the Company from,
          and the Company reserves its right to terminate Employee for
          "Cause" at any time as that term is defined in the Letter
          Agreement.   If Employee's employment is terminated for Cause then
          he shall be entitled to no further payments or benefits under this
          Agreement or the Letter Agreement as of the date of such
          termination.


     2.   TERMINATION OF EMPLOYMENT

          a.   The parties agree that unless otherwise agreed hereafter, and
          except for a termination pursuant to any of the above provisions,
          Employee's employment with the Company will cease as of December
          31, 1998.

          b.   In the event that Employee accepts employment which, under the
          terms of Section 1(a) or 1(b) above is deemed a voluntary
          termination, or Employee breaches this Agreement, then, in addition
          to any other remedies, the Company  shall be relieved of its
          obligation to pay further salary or other payments due hereunder or
          under the Letter Agreement, and prior payments and other
          commitments by the company shall be deemed adequate consideration
          for Employee's obligations hereunder, provided, however, that
          Employee shall be entitled to any benefits which have vested under
          any of the Company's benefit plans.


     3.   SETTLEMENT AND RELEASE:

          a.   Employee hereby irrevocably and unconditionally releases and
          discharges the Company, its past and present subsidiaries,
          divisions, officers, directors, agents, employees, successors, and
          assigns (separately and collectively, "releasees") jointly and
          individually, from any and all claims, known or unknown, which he,
          his heirs, successors or assigns have or may have against releasees
          and any and all liability which releasees may have to him whether
          denominated claims, demands, causes of action, obligations,
          damages, or liabilities arising from any and all bases, however
          denominated, including but not limited to, any claims of
          discrimination under the Age Discrimination in Employment Act, the
          Older Workers Benefit Protection Act, the Rehabilitation Act, the
          Family Medical Leave Act, the Americans with Disabilities Act,
          Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
          1991 or any federal or state civil rights act, claims for wrongful
          discharge, breach of contract, or for damages under any other
          federal, state or local law, rule or regulation, or common law
          under any theory; provided, however, that this release does not
          affect (1) any claims for benefits which have vested or shall vest
          on or before December 31, 1998 under any of the Company's benefit
          plans; (2) any claims for indemnification for acts of Employee
          which have occurred or may occur as on officer or employee of the
          Company; or (3) any claims which may arise after the execution of
          this Agreement.  This release specifically excepts any claim
          Employee may wish to make for unemployment compensation, and the
          Company agrees not to contest any claim made by Employee for
          unemployment compensation.  This release is for any relief, no
          matter how denominated, including, but not limited to, back pay,
          front pay, compensatory damages, punitive damages, or damages for
          pain and suffering.  Employee further agrees that he will not file
          or permit to be filed on his behalf any such claim, will not permit
          himself to be a member of any class seeking relief against the
          releasees and will not counsel or assist in the prosecution of
          claims against the releasees, whether those claims are on behalf of
          himself or others, unless he is under a court order to do so.
          Notwithstanding any other provision of this Agreement or the Letter
          Agreement, Employee voluntarily relinquishes and shall not under
          any circumstances be paid any sum under paragraph 5(b) of the
          Letter Agreement.

          b.   The Company hereby irrevocably and unconditionally releases
          and discharges Employee and his heirs, successors, and assigns
          (separately and collectively, "releasees"), jointly and
          individually , from any and all claims, known or unknown, which it,
          its past and present subsidiaries, divisions, officers, directors,
          agents, employees, successors, and assigns have or may have against
          releasees and any and all liability which releasees may have to it,
          whether denominated claims, demands, causes of action, obligations,
          damages or liabilities arising from any and all bases, however
          denominated, provided, however, that this release does not affect
          any claims which are based on releasees' willful acts, gross
          negligence or dishonesty in the performance of duties as an
          employee of the Company, nor any claims which may arise after the
          execution of this Agreement.  The Company further agrees that it
          will not file or permit to be filed on its behalf any claim against
          Employee which is released hereby.


     4.   PAYMENT TERMS: In the event that Employee complies in all respects
     with the terms of this Agreement, and subject to his execution of a
     second release, in the form attached hereto as Exhibit B (the "Release")
     to be signed on or after December 31, 1998 (the "Termination Date"), the
     Company will pay to Employee the amount due pursuant to Section 5(a) of
     the Letter Agreement as specified in the Release.  Except as otherwise
     provided in this Agreement, all stock options and restricted stock will
     continue to vest through the Termination Date and will be exercisable
     after the date in accordance with their terms.


     5.   EMPLOYEE BENEFITS:  After the Termination Date, Employee shall be
     entitled to continue his coverage under the Company's group medical and
     dental plans to the extent provided in, and subject to his satisfaction
     of the requirements of, the Company's standard Health Care Continuation
     Notice. If Employee chooses to extend the benefits through COBRA,
     Employee will be responsible for completing the Benefits Continuation
     Notice and payment of premiums.


     6.   PENDING AND FUTURE LITIGATION:

          a.   Pending Litigation: During his employment and thereafter,
          Employee agrees to participate in litigation currently active
          against the Company by giving advice, participating in discovery
          and giving deposition and trial testimony as may be necessary, as
          well as participation in other activities related to said defense.

          b.   Future Litigation: During his employment and thereafter,
          Employee also agrees to participate in the defense of any future
          litigation arising out of the period of his employment with the
          Company by giving advice, participating in discovery and giving
          deposition and trial testimony as may be necessary, as well as
          participation in other activities related to said defense.

          c.   If Employee is required to participate in either pending or
          future litigation, the Company agrees to reimburse Employee for all
          out of pocket expenses reasonably incurred in connection therewith.


     7.   NONCOMPETITION.

          a.   Employee covenants and agrees that through December 31, 1998,
          he will not, directly or indirectly, for himself or for any other
          individual or entity, own, manage, operate or control or
          participate in the ownership (except for public share ownership of
          less than 5% of total outstanding shares), management, operation or
          control of, or having a controlling financial interest in any
          Competitor Company in any country throughout the world or any city
          or county within any state of the United States or the District of
          Columbia or any U.S. territory or possession or any other country
          or subdivision thereof, in which the business of the Company is
          being carried on prior to the Termination Date. Employee agrees
          that the places where the business of the Company is being carried
          on shall be deemed to include, but are not limited to, places where
          the Company has a place of business, has employees, agents or
          representatives.  The covenants contained in this Paragraph 7(a)
          shall be construed as a series of separate and severable covenants
          which are identical in terms except for geographic coverage.

          b.   Employee covenants and agrees that during the period ending
          two years after the Termination Date, he will not, directly or
          indirectly, hire, solicit, or encourage then-current Company
          employees to apply for employment with any person or entity (a)
          with which Employee is (or intends to be) employed, (b) by whom
          Employee or a firm in which he is employed or has a financial
          interest is engaged as a consultant, recruiter, independent
          contractor or otherwise, or (c) in which Employee is otherwise
          substantially financially interested.  Employee further covenants
          and agrees that he will not provide to any other person or entity
          the names of or references (other than a reference requested by the
          Company) on any person who is then employed by the Company.

          c.   Employee and the Company agree that if in any proceeding, the
          tribunal shall refuse to enforce fully any covenants contained
          herein because such covenants cover too extensive a geographic area
          or too long a period of time or for any other reason whatsoever,
          any such covenant shall be deemed amended to the extent (but only
          to the extent) required by law.


     8.   NO ADVERSE COMMENT:
     Employee covenants and agrees that after his termination and
     through December 31, 2000, he will not, except as specifically
     required by law or court process or consented to in writing by
     the Company, (i) communicate to any person or entity any adverse
     information, written or oral, concerning the Company, its officers,
     directors, employees, attorneys, agents or advisers (including
     without limitation any communication concerning information
     that he acquired while he was employed by the Company and that
     concerns or relates to the business, operations, prospects or
     affairs of the Company or any of its subsidiaries or affiliates)
     under circumstances in which there is a reasonable possibility that
     such information might be publicly reported or disclosed or
     otherwise made available to the public (regardless of whether the
     communication of such information is intended to have or cause that
     result or that result is within his control), or (ii) provide to
     any person (other than his attorney or accountant) or entity any
     information that concerns or relates to the negotiations or
     circumstances leading to the execution of this Agreement or to the
     terms and conditions hereof or the parties' performance hereunder.
     The parties agree that the term "information" as used in this
     Section 6 shall have the broadest possible meaning and shall
     include matters that are not considered confidential or proprietary
     and that constitute beliefs, views and opinions as well as facts.


     9.   NONDISCLOSURE:  Unless otherwise required to do so by law, subpoena
     or court order, neither party will in any way communicate or discuss the
     terms of this Agreement or the circumstances of Employee's termination
     with any person, other than his attorneys and accountants, except only
     to say that the matter has been resolved.  Employee understands this
     nondisclosure provision applies particularly to current and former
     employees of the Company and the Company's customers, clients and
     vendors.


     10.  AFFECT ON OTHER AGREEMENTS AND PLANS:  Except to the extent
     inconsistent herewith or as expressly provided herein and except for
     changes resulting from the termination of Employee's employment with the
     Company, this Agreement shall have no effect upon the parties'
     respective rights and obligations under the Proprietary Rights
     Agreement, nor any stock options or other stock rights Employee may have
     in the Company, nor any rights Employee has in the Company Profit
     Sharing and Thrift Plan.


     11.  ENTIRE AGREEMENT, AMENDMENT:  This Agreement constitutes the entire
     agreement between the parties hereto with respect to the subject matter
     hereof, and supersedes all prior oral or written agreements, commitments
     or understanding with respect to the matters provided for herein.  No
     amendment, modification or discharge of this Agreement shall be valid or
     binding unless set forth in writing and duly executed by the party
     against whom enforcement of the amendment, modification, or discharge
     was sought.


     12.  EXECUTION IN COUNTERPARTS:  To facilitate execution, this Agreement
     may be executed in as many counterparts as may be required; and it shall
     not be necessary that the signatures of, or on behalf of, each part, or
     that the signatures of all persons required to bind any party, appear on
     each counterpart; but it shall be sufficient that all such signatures
     appear on one or more of the counterparts.  All counterparts shall
     collectively constitute a single agreement.  It shall not be necessary
     in making proof of this Agreement to produce or account for more than a
     number of counterparts containing the respective signatures of, or on
     behalf of, all of the parties hereto.


     13.  LIMITATION ON BENEFITS:  It is the explicit intention of the
     parties hereto that no person or entity other than the parties hereto
     shall be entitled to bring any action or to enforce any provision of
     this Agreement against any of the parties hereto, and the covenants,
     undertakings and agreements set forth in this Agreement shall be solely
     for the benefit of, and shall be enforceable only by, the parties hereto
     or their respective successors, heirs, executors, administrators, legal
     representatives and permitted assigns.


     14.  BINDING EFFECT:  This Agreement shall be binding upon and shall
     inure to the benefit of the parties hereto and their respective
     successors, heirs, executors, administrators, legal representatives and
     permitted assigns.


     15.  SEVERABILITY:  If any part of any provision of this Agreement shall
     be determined to be invalid or unenforceable by reason of the extent,
     duration or geographical scope thereof, or otherwise, then the parties
     agree that the court making such determination may reduce such extent,
     duration or geographical scope, or other provisions thereof, and in its
     reduced form such part or provision shall then be enforceable in the
     manner contemplated hereby.


     16.  GOVERNING LAW: This Agreement and all other disputes or issues
     arising from or relating in any way to StorageTek's relationship with
     Employee and Employee's termination shall be governed by federal law of
     the United States of America and the internal laws of the State of
     Colorado, irrespective of the choice of law rules of any state or other
     jurisdiction.


     17.  AMBIGUITIES: The parties acknowledge that they have reviewed this
     Agreement in its entirety and have had a full opportunity to negotiate
     its terms, and therefore, waive all applicable rules of construction
     that any provision of this Agreement should be construed against its
     drafter and agree that all provisions of the Agreement shall be
     construed as a whole, according to the fair meaning of the language
     used.



     IN WITNESS WHEREOF, I have read the above agreement, and I voluntarily
sign this Agreement after having been advised to seek my own legal counsel,
without threat or coercion, with full knowledge and understanding of its
contents, and without promise of benefit, except as expressly recited in this
Agreement.





Date                               EMPLOYEE



                              STORAGE TECHNOLOGY CORPORATION


                              By:
                              Printed Name:

                              Title:



                                  EXHIBIT A






                               IBM Corporation

                               EMC Corporation

                              Sun Microsystems

                               Hewlett Packard

                          Data General Corporation

                              Compac Computers

                             Sutmyn Corporation

                             E-Mass Corporation


Any parent or subsidiary corporation of the above listed companies (i.e. any
corporation owning or controlling or which owns or controls, or is controlled
by, either directly or indirectly, more than 50% of the stock of any of the
above corporations.)

                                  EXHIBIT B


                           SETTLEMENT AND RELEASE


1.   In exchange for payment of one year's salary and bonus to
                               ("Employee"), by Storage Technology
     Corporation (the "Company") and the release by the Company set forth
     below and other good consideration, Employee hereby irrevocably and
     unconditionally releases and discharges the Company, its past and
     present subsidiaries, divisions, officers, directors, agents, employees,
     successors, and assigns (separately and collectively, "releasees")
     jointly and individually, from any and all claims, known or unknown,
     which he, his heirs, successors or assigns have or may have against
     releasees and any and all liability which releasees may have to him
     whether denominated claims, demands, causes of action, obligations,
     damages, or liabilities arising from any and all bases, however
     denominated, including but not limited to, any claims of discrimination
     under the Age Discrimination in Employment Act ("ADEA"), the Older
     Workers Benefit Protection Act, the Rehabilitation Act, the Family
     Medical Leave Act, the Americans with Disabilities Act, Title VII of the
     Civil Rights Act of 1964, the Civil Rights Act of 1991 or any federal or
     state civil rights act, claims for wrongful discharge, breach of
     contract, or for damages under any other federal, state or local law,
     rule or regulation, or common law under any theory; provided, however,
     that this release does not affect (1) any claims for benefits which have
     vested or shall vest on or before December 31, 1998 under any of the
     Company's benefit plans; (2) any claims for indemnification for acts of
     Employee which have occurred or may occur as on officer or employee of
     the Company; or (3) any claims which may arise after the execution of
     this Agreement.  This release specifically excepts any claim Employee
     may wish to make for unemployment compensation, and the Company agrees
     not to contest any claim made by Employee for unemployment compensation.
     This release is for any relief, no matter how denominated, including,
     but not limited to, back pay, front pay, compensatory damages, punitive
     damages, or damages for pain and suffering.  Employee further agrees
     that he will not file or permit to be filed on his behalf any such
     claim, will not permit himself to be a member of any class seeking
     relief against the releasees and will not counsel or assist in the
     prosecution of claims against the releasees, whether those claims are on
     behalf of himself or others, unless he is under a court order to do so.

2.   In exchange for the release by Employee set forth  in paragraph 1 above
     and other good consideration, the Company hereby irrevocably and
     unconditionally releases and discharges Employee and his heirs,
     successors, and assigns (separately and collectively, "releasees"),
     jointly and individually , from any and all claims, known or unknown,
     which it, its past and present subsidiaries, divisions, officers,
     directors, agents, employees, successors, and assigns have or may have
     against releasees and any and all liability which releasees may have to
     it, whether denominated claims, demands, causes of action, obligations,
     damages or liabilities arising from any and all bases, however
     denominated, provided, however, that this release does not affect any
     claims which are based on releasees' willful acts, gross negligence or
     dishonesty in the performance of duties as an employee of the Company,
     nor any claims which may arise after the execution of this Agreement.
     The Company further agrees that it will not file or permit to be filed
     on its behalf any claim against Employee which is released hereby.

3.   Employee agrees that by signing this Agreement, he is giving up the
     right to sue for age discrimination, and that under this Agreement
     Employee shall receive consideration to which he is not otherwise
     entitled, and would not receive but for his release of rights under the
     ADEA.  Employee has up to twenty-one (21) days after December 31, 1998
     to consider whether to sign this Agreement.  Employee agrees that, after
     he has signed and delivered this Agreement to the Company, this
     Agreement will not be effective or enforceable until the end of a seven
     (7) day revocation period beginning the day that Employee delivers this
     Agreement to the Company, and that Employee will not receive the
     severance payment due under the Letter Agreement until this seven-day
     period has expired.  During this seven-day period, Employee may revoke
     this Agreement, without reason and in his sole judgment, but he may do
     so only by delivering a written statement of revocation to the Company.
     If the Company does not receive a written statement of revocation from
     Employee by the end of the revocation period, then this Agreement will
     become legally enforceable and Employee may not thereafter revoke this
     Agreement.

4.   Employee agrees that this Agreement shall be governed by federal law and
     the internal laws of the State of Colorado, irrespective of the choice
     of law rules of any state.


ACKNOWLEDGMENT:
---------------

Employee's signature below acknowledges that he has read this document fully,
that he understands and agrees to its contents, that he understands that it
is a legally binding document, and that he has been advised to consult a
lawyer of his choosing before signing this Agreement, and has had the
opportunity to do so.




Date                               EMPLOYEE



                              STORAGE TECHNOLOGY CORPORATION

                              By:

                              Printed Name:

                              Title:


This Agreement presented to Employee on            , 1998.