STORAGE TECHNOLOGY CORPORATION
                   AMENDED AND RESTATED STOCK OPTION PLAN
                         FOR NON-EMPLOYEE DIRECTORS


                                   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.

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<PAGE>
                                  ARTICLE I

1  GENERAL
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   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 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

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<PAGE>
      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.


                                 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

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<PAGE>
                     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, 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  or is thereafter elected or appointed 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 18,000 shares of
                     Stock.

           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 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.

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<PAGE>
      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.

           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:

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<PAGE>
           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 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

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<PAGE>
                            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 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

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<PAGE>
             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 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 (of which 250,000 shares are subject to approval by
       the Company's stockholders at the next annual meeting of
       stockholders), 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.

                                       8
<PAGE>
   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.

   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

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<PAGE>
   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.


                                  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.
       -------------
       The "Effective Date" of this Plan as amended on December 19, 1997
       shall be December 19, 1997 except to the extent that stockholder
       approval is required at the next annual meeting of stockholders.

                                     10
<PAGE>
   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.

   ADOPTED by the authority of the Board on December 19, 1997, effective as
of the Effective Date of the Amended Plan.

                                                STORAGE TECHNOLOGY CORPORATION


                                     11
<PAGE>
                       FORM OF STOCK OPTION AGREEMENT

                                          STORAGE TECHNOLOGY CORPORATION
                                          Office of Corporate Counsel
                                          2270 South 88th Street
                                          Louisville, Colorado 80028-4309
-------------------------------------------------------------------------
STORAGETEK
                 NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
                 -------------------------------------------
Name:
Address:
City, State  Zip:

Storage Technology Corporation (the "Company") has granted you a Stock Option
("Option") to purchase shares of Common Stock, $.10 par value per share, as
follows:

  Number of Shares Subject to Option Granted:
  Option Exercise Price Per Share:     $
  Aggregate Exercise Price of Shares:  $
  Option Type:                         Non-Qualified
  Stock Option Plan ("Plan"):          Amended and Restated Stock Option Plan
                                       for Nonemployee Directors
  Grant Number:
  Date of Grant:
  Expiration Date:

This Option may be exercised by you on or prior to the earlier to occur of
(i) the Expiration Date, or (ii) such earlier date as is determined in
accordance with the provisions of Article III, Section 3.2.5 of the Plan
following termination of service, in whole or in part, pursuant to this Stock
Option Agreement according to the following vesting schedule:

  ~ shares on or after ~;              ~ shares on or after ~;
  ~ shares on or after ~;              ~ on or after ~; and
  ~ shares on or after ~;              ~ on or after ~; but prior to the
                                         Expiration Date.

This Option may be exercised on a cumulative basis.  If the Option is not
exercised to the maximum extent permitted by the above schedule, it will be
exercisable, in whole or in part, with respect to all remaining unexercised
shares at any time prior to the Expiration Date or earlier termination of
this Option.

This Option is granted under and is governed by the terms and conditions of
the Plan, which by reference is made a part of this Stock Option Agreement.
YOUR ACCEPTANCE OF THIS OPTION IS YOUR AGREEMENT TO COMPLY WITH THE TERMS AND
CONDITIONS OF THE PLAN.  Copies of the Plan are being provided with this
Stock Option Agreement.  Please consult the Plan for information regarding
administration of the Plan, vesting, exercise procedures, payment of the
purchase price, effect of termination of service, non-transferability of the
Option, reorganization or liquidation of the Company, rights as a
stockholder, and other terms governing this Option.  In the event of any
conflict between the terms of the Plan and any other document or
communication, the terms of the Plan will control.

STORAGE TECHNOLOGY CORPORATION

By:                           
   ---------------------------

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