FIFTH AMENDMENT TO THE SECOND AMENDED
                             AND RESTATED CONTINGENT
               MULTICURRENCY NOTE PURCHASE COMMITMENT AGREEMENT
               ------------------------------------------------

      THIS AMENDMENT (this "Amendment"), dated as of August 15, 2000, is made to
the  Second  Amended  and  Restated   Contingent   Multicurrency  Note  Purchase
Commitment  Agreement,  dated as of January 15, 1998 (as heretofore or hereafter
amended,  modified or supplemented from time to time, the "Agreement"),  between
STORAGE TECHNOLOGY CORPORATION  ("Borrower") and BANK OF AMERICA, N.A. (formerly
Bank of America National Trust and Savings  Association)  ("BofA").  Capitalized
terms used but not otherwise  defined herein shall have the meanings assigned to
such terms by the Agreement.

      WHEREAS, Borrower and BofA desire to amend and supplement the Agreement as
hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:


                                    ARTICLE I

                             AMENDMENTS TO AGREEMENT

      Section 1.1  Amendment to  Definition  of  "Scheduled  Termination  Date".
Section  1.08(a) of the  Agreement  is hereby  amended  to change the  Scheduled
Termination Date set forth therein to January 15, 2002.

      Section   1.2   Amendment   to   Section    6.01(h)(ii)(A)(II).    Section
6.01(h)(ii)(A)(II)  of the  Agreement is hereby  amended and restated to read in
its entirety as follows:

            "(II)  as of  the  last  day  of the  immediately  preceding  Fiscal
      Quarter, for which a Compliance Certificate has been delivered pursuant to
      Section  6.01(g)(vii),  the  sum of the  Available  Cash  Amount  and  the
      Available  Revolver  Amount,  in each  case,  as shown in such  Compliance
      Certificate, is greater than $200,000,000, or."

      Section 1.3 Amendment to Section 6.01(h)(ii)(B). Section 6.01(h)(ii)(B) of
the Agreement is hereby amended and restated to read in its entirety as follows:

            "(B) "Available Cash Amount" means,  with respect to the last day of
      any Fiscal Quarter,  the U.S. Dollar equivalent  (determined in
<PAGE>

accordance with GAAP) of all unrestricted  cash and unrestricted Cash Equivalent
      Investments owned by the Borrower and its  Subsidiaries,  all as set forth
      in the  Compliance  Certificate  as of such last day  which was  delivered
      pursuant to Section  6.01(g)(vii).  It is understood and agreed that, with
      respect to this Section 6.01(h)(ii)(B),  the "Available Cash Amount" shall
      include,  without  duplication (i) any unrestricted cash which is received
      by the Borrower in respect of the Purchase Price for any outstanding  Note
      (provided,  however, that under no circumstances shall the "Available Cash
      Amount" include any cash or Cash Equivalent Investments deposited into the
      Cash Collateral Account), and (ii) any cash or Cash Equivalent Investments
      for which the only restriction on such cash or Cash Equivalent Investments
      is that they are subject to a lien of the  Collateral  Agent and the other
      Secured  Parties as proceeds of the  Collateral (as used in clause (II) of
      this Section  6.01(h)(ii)(B),  "Collateral  Agent," "Secured  Parties" and
      "Collateral"  each have the  meanings  assigned  to such terms in the Bank
      Credit Agreement and the Bank Revolver)."

      Section 1.4  Amendment  to Schedule  II.  Schedule II to the  Agreement is
hereby  amended and  restated in its  entirety to read as set forth on Exhibit A
attached hereto.


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

      Section 2.1 Representations and Warranties. Borrower hereby represents
and warrants to BofA that:

            (a)   Representations   and  Warranties.   The  representations  and
      warranties of Borrower  contained in the Agreement are true and correct on
      and as of the  date of this  Amendment  as  though  made on and as of such
      date, and

            (b) No  Termination  Event.  Both before and after giving  effect to
      this Amendment,  no event shall exist that constitutes a Termination Event
      or an Unmatured Termination Event.


                                   ARTICLE III
                                  MISCELLANEOUS

      Section 3.1 Agreement Document Pursuant to Agreement. This Amendment is an
Agreement  Document  executed  pursuant to the Agreement
<PAGE>

and shall be construed, administered  and applied in accordance  with all of the
terms and provisions of the Agreement.

      Section 3.2 Successors,  Transferees and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, transferees and assigns.

      Section 3.3 Execution in  Counterparts.  This Amendment may be executed by
the parties hereto in several counterparts,  each of which shall be deemed to be
an original and all of which shall be taken together as one agreement.

      Section 3.4 Governing Law. THIS AMENDMENT  SHALL BE A CONTRACT MADE UNDER,
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

      Section 3.5  Reaffirmation  of Agreement.  As amended and  supplemented by
this  Amendment,  the  Agreement  remains in full force and effect and is hereby
reaffirmed,  ratified  and  confirmed in all  respects.  From and after the date
hereof, all references to the Agreement in any agreement, instrument or document
shall be references to the Agreement as amended and supplemented hereby.

      Section 3.6 Headings.  The various captions in this Amendment are provided
solely  for  convenience  of  reference  and shall not  affect  the  meaning  or
interpretation of any provision of this Amendment.

      Section 3.7 Complete  Agreement.  The Agreement  (including this Amendment
and the Exhibits and  Schedules to the  Agreement  and this  Amendment)  and the
other Agreement  Documents contain the entire  understanding of the parties with
respect to the transactions  contemplated  hereby and thereby and supersedes all
prior arrangements or understandings with respect thereto.

      Section  3.8  Severability.  Whenever  possible,  each  provision  of this
Amendment  will be  interpreted  in such a manner as to be  effective  and valid
under  applicable  law,  but if any  provision  of this  Amendment is held to be
prohibited  by  or  invalid  under   applicable  law,  such  provision  will  be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating  the  remainder of this  Amendment,  except to the extent that such
prohibition  or invalidity  would  constitute a material  change in the terms of
this Amendment taken as a whole.

<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


                         STORAGE TECHNOLOGY CORPORATION


                  By: _______/s/_______________________________
                                      Name:
                              Title:



                        BANK OF AMERICA, N.A.
                       (formerly Bank of America National
                         Trust and Savings Association)



                  By: _______/s/_______________________________
                                      Name:
                              Title: