STORAGE TECHNOLOGY CORPORATION
                            AMENDED AND RESTATED
                      1987 EMPLOYEE STOCK PURCHASE PLAN


     1.   Recitals.  On February 2, 1982, Storage Technology Corporation, a
Delaware corporation (together with its Subsidiary Corporations, hereinafter
referred to, unless the context otherwise requires, as the "Company"),
established the Storage Technology Corporation 1982 Employee Stock Purchase
Plan.  Such plan was subsequently amended and restated by the Board of
Directors (the "Board") on June 15, 1987 and renamed the Storage Technology
Corporation 1987 Employee Stock Purchase Plan (the "1987 Plan" or the
"Plan"). Under the provisions of Paragraph 19 of the 1987 Plan, the Company
reserved the power, through its Board of Directors, to amend the Plan from
time to time, subject in certain instances to approval of the Company's
stockholders. Pursuant to that power, the Plan was amended and restated in
its entirety on December 14, 1995, effective at the time and under the
conditions set forth in Paragraph 22 below.  The Plan was further amended on
each of September 23, 1997 and December 19, 1997, effective at the time and
under the conditions set forth in Paragraph 22 below.

     2.   Purposes.  The 1987 Plan is intended to provide a method whereby
employees of the Company will have an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of the $.10 par value
voting Common Stock of the Company (the "Common Stock"). It is the intention
of the Company to have the Plan qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended from time
to time (the "Code"). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

     3. Definitions.

          (a)  "Account" means an Employee's interest in the Segregated
Account based on the contributions made thereto and the interest earned
thereon.

          (b)  "Base Pay" means, at the Employee's election, either: (i) an
Employee's rate of base salary (before deduction for contributions to plans
maintained pursuant to Sections 401(k) and 125 of the Code) in effect during
the Offering Period, but EXCLUDING payments for overtime, shift premium,
incentive compensation, bonuses, and other similar payments; or (ii)
Employee's rate of base salary (before deduction for contributions to plans
maintained pursuant to Sections 401(k) and 125 of the Code) in effect during
the Offering Period, EXCLUDING payments for overtime, shift premium,
incentive compensation, bonuses, and other similar payments, but INCLUDING
all payments for bonuses, incentive


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compensation and various forms of commissions. Base Pay shall also include
payments for short-term disability.

          (c)  "Committee" means the Compensation Committee of the Company's
Board of Directors or such other committee as is designated by the Board of
Directors to administer the Plan.

          (d)  "Employee" means any person who is a Regular Employee (per
CP-3-3-14) customarily employed for more than 20 hours per week and more than
five months in a calendar year by Storage Technology Corporation or any
Subsidiary Corporation.

          (e)  "Offering Commencement Date" shall mean January 1, 1991 and
each following November 1 and May 1 thereafter, unless otherwise specified by
the Committee.

          (f)  "Offering Periods" shall mean the period commencing January 1,
1991 and ending October 31, 1991 and thereafter the periods commencing each
November 1 and May 1 and ending on the next following April 30 and October
31, respectively. The duration of Offering Periods may be changed pursuant to
Paragraphs 5 and 21 of this Plan.

          (g)  "Offering Termination Date" shall mean October 31, 1991 and
each following April 30 and October 31 thereafter, unless otherwise specified
by the Committee.

          (h)  "Segregated Accounts" shall mean the depository accounts
established by the Company and by Subsidiary Corporations for collection of
Employee contributions to the Plan.

          (i)  "Subsidiary Corporation" shall mean any present or future
corporation which (i) would be a subsidiary corporation with respect to the
Company as that term is defined in Section 425 of the Code, and (ii) is
designated as a participant in the Plan by the Committee described in
Paragraph 14.

     4.   Eligibility.

          (a)  Participation in the Plan is completely voluntary. An Employee
will be eligible to become a participant in each Offering Period if employed
by the Company prior to the applicable Offering Commencement Date.

          (b)  Any provision of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan:

               (i)  if, immediately after the grant, such Employee would own
     stock, and/or hold outstanding options to purchase stock, possessing 5%
     or more of the total


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     combined voting power or value of all classes of stock of the Company or
     of any Subsidiary Corporation (for purposes of this Paragraph the rules
     of Section 425(d) of the Code shall apply in determining stock ownership
     of any Employee); or

               (ii) if such option would permit his or her rights to purchase
     stock under all employee stock purchase plans of the Company and its
     Subsidiary Corporations to accrue at a rate that exceeds $25,000 of the
     fair market value of the stock (determined at the time each option is
     granted) for each calendar year in which such option is outstanding; or

               (iii) for shares in excess of 25,000 in respect of any
     Offering Period, provided that this limitation is subject to increase or
     decrease by the Committee prior to the commencement of any Offering
     Period in respect of such Offering Period.

     5. Plan Offerings.

          (a)  The Plan is authorized to issue a total of 6,100,000 shares of
Common Stock (of which 1,400,000 shares are subject to stockholder approval
at the next annual meeting of stockholders).

          (b)  The Plan will be implemented by consecutive Offering Periods,
with a new Offering Period commencing on each Offering Commencement Date and
ending on the next Offering Termination Date, or on such other dates as the
Committee shall determine prior to the commencement of the relevant Offering
Period, and continuing until terminated in accordance with Paragraph 19
hereof. The Committee shall have the power to change the duration of Offering
Periods (including the commencement and termination dates thereof) with
respect to future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the
first Offering Period to be affected.

          (c)  A maximum of 300,000 shares of Common Stock, plus any unsold
balances from earlier Offering Periods, shall be issued during any one
Offering Period. The maximum number of shares to be issued in respect of any
Offering Period may be increased or decreased by the Committee prior to the
commencement of the affected Offering Period within the limits of total
shares then available under the Plan.

          (d)  Participation in any Offering Period under the Plan shall
neither limit, nor require, participation in any other Offering Period
(except as set forth in paragraphs 4(b)(i) and 4(b)(ii) hereof).


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     6.   Participation.

          (a)  An eligible Employee may become a participant by enrolling and
authorizing payroll deductions on an Interactive Voice Response system
("IVR") in such manner as is prescribed by the Company or, if such Employee
does not have access to IVR, by completing an authorization for payroll
deduction on the form provided by the Company and filing it with the
department designated by the Company or the designated country coordinator by
the deadline established by the Company, which must precede the first day of
the Plan for which the participant enrolls.

          (b)  Payroll deductions for a participant shall commence on the
applicable Offering Commencement Date when an authorization for a payroll
deduction becomes effective and shall end on the Offering Termination Date of
the Offering Period to which such authorization is applicable unless sooner
terminated by the participant as provided in Paragraph 11.

     7.   Payroll Deductions.

          (a)  At the time a participant enrolls and authorizes payroll
deductions, the participant shall elect to have deductions made from his or
her Base Pay and deposited in a Segregated Account during the time the
Employee is a participant in an Offering Period. Deductions can be made at
the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9, or 10% of Base Pay.

          (b)  All payroll deductions made for a participant shall be
transferred to a Segregated Account as soon as practicable. For
administrative convenience, the Company may offset amounts advanced by the
Company to pay participant withdrawals pursuant to Paragraph 11 against
amounts of payroll deductions otherwise payable into the Segregated Account.
A participant may not make any separate cash payments into the Segregated
Account. The Company shall maintain appropriate accounting records to reflect
at all times the interest and total deductions of all participants in the
Segregated Account.

          (c)  A participant may discontinue participation in the
Plan as provided in Paragraph 11, but no other change can be
made during an Offering Period and, specifically, a
participant may not alter the rate of payroll deductions for
that Offering Period.

     8.   Terms and Conditions of Options.

          (a)  On the applicable Offering Commencement Date, when a
participant's authorization for a payroll deduction becomes effective, the
participant shall be deemed to have been granted an option to purchase a
maximum number of shares of Common Stock, subject to the limitations pursuant
to Paragraph 4(b) above, equal to the lesser of: (a) the


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Option Price (as defined below) divided into the Employee's total deductions
under the Plan in respect of the Offering Period or (b) the Employee's
pro-rata share of all shares available for issuance under the Plan for that
Offering Period, determined pursuant to Paragraph 13, below.

          (b)  The option price per share (hereinafter "Option Price") of
Common Stock purchased with payroll deductions made during each Offering
Period shall be the lesser of:

               (i)  85% of the closing price per share of the Common Stock as
     quoted in The Wall Street Journal for the applicable Offering
     Commencement Date (or on the next business date on which shares of the
     Common Stock shall be traded on the New York Stock Exchange in the event
     that no shares of the Common Stock shall have been traded on the
     Offering Commencement Date); or

               (ii) 85% of the closing price per share of the Common Stock as
     quoted in The Wall Street Journal for the applicable Offering
     Termination Date (or for the next preceding business date on which
     shares of the Common Stock shall be traded on the New York Stock
     Exchange in the event that no shares of the Common Stock shall have been
     traded on the Offering Termination Date).

          (c)  The Committee may determine in its sole discretion from time
to time to issue fractional shares under the Plan.  If the Committee
determines not to issue fractional shares, any accumulated payroll deductions
that would have been used to purchase fractional  shares shall be (i)
automatically credited to each participant's Account and applied towards his
or her option to purchase shares in the next successive Offering Period, or
(ii) returned to each participant promptly following the termination of the
Offering Period, as may be determined by the Committee.  Any accumulated
payroll deductions that are in excess of the limitations of Paragraph 8(a),
together with any net income of the Segregated Account allocable to each
participant, and the amount referenced in item (ii) above, shall be returned
to each participant promptly following the termination of an Offering Period.

     9.   Exercise of Option.  Unless a participant withdraws in accordance
with Paragraph 11, his or her option to purchase Common Stock with payroll
deductions made during any Offering Period will be deemed to have been
exercised automatically on the applicable Offering Termination Date, for the
purchase of the number of full shares of Common Stock that the accumulated
payroll deductions will purchase at the applicable Option Price (but not in
excess of the number of shares for which options have been granted to the
participant pursuant to Paragraph 8(a)), and any excess in his or her Account
at that time will be returned to the participant, together with any net
income of the Segregated Account allocable to his or her Account, as provided
in Paragraph 13.


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     10.  Delivery.  As promptly as practicable after the Offering
Termination Date of each Offering Period, the Company will deliver to a
broker designated by the Committee to hold shares for the benefit of the
participants the shares of Common Stock purchased upon the exercise of the
participant's option.  As determined by the Committee in its sole discretion
from time to time, such shares shall be delivered by physical certificates or
by means of a book entry system.  A participant may instruct any such
designated broker to sell their shares at any time, subject to applicable
securities laws.

     11.  Withdrawal and Termination.

          (a)  Prior to the 15th day of the month before the applicable
Offering Termination Date, any participant may withdraw payroll deductions
and net earnings thereon credited to the participant by following the
procedures specified by the Company for effecting a withdrawal on the IVR
system or, if the participant does not have access to IVR, by giving written
notice of withdrawal to the department designated by the Company or the
designated country coordinator. As promptly as practical after the
participant's withdrawal, the payment to the participant of all the
participant's payroll deductions credited to his or her account, together
with any net earnings of the Segregated Account allocable to the
participant's Account shall be made. No further payroll deductions for such
participant will be made during such Offering Period. The Company may, for
administrative convenience, elect to pay to participants (or beneficiaries)
the amount of any withdrawals and earnings thereon and may then offset the
amount of any such payments against payroll deductions otherwise payable to
the Segregated Account. The Company may, at its option, treat any attempt to
borrow by a participant on the security of the accumulated payroll deductions
allocated to the participant's Account as an election under this Paragraph
11(a) to withdraw such amounts from the Segregated Account.

          (b)  A participant's withdrawal from any Offering Period will not
have any effect upon eligibility to participate in any subsequent Offering
Period or in any similar plan that may hereafter be adopted by the Company.

          (c)  Upon termination of the participant's employment with the
Company for any reason (including retirement but excluding death or, in
certain cases, disability while in the employ of the Company) on or prior to
the last day of the last full payroll period immediately preceding an
Offering Termination Date, the payroll deductions credited to the
participant, together with any net earnings of the Segregated Account
allocable to his or her Account, will be returned to the participant, or, in
the case of a participant's death subsequent to the termination of
employment, to the person or persons entitled thereto under Paragraph 15. For
purposes of the Plan, a participant shall be considered disabled if the
Company determines that the participant is unable to perform the usual and
customary requirements of his or her job with the Company and will be unable
to do so for at least six months; provided, however, that such determination
is subject to review by the Committee at its discretion.


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<PAGE>
          (d)  Upon termination of the participant's employment because of
death or disability prior to the Offering Termination Date, the participant
or the participant's beneficiary (as defined in Paragraph 15) shall have the
right to elect, by written notice given to the Company's General Counsel
prior to the expiration of the period of 90 days commencing on the date of
death or disability of the participant, and prior to the Offering Termination
Date, either

               (i)  to withdraw all of the payroll deductions credited to the
     participant, together with any net earnings of the Segregated Account
     allocable to his or her Account, or

               (ii) to exercise the participant's option to purchase of
     Common Stock for the then current Offering Period on the Offering
     Termination Date for the purchase of the number of full shares of Common
     Stock that the amount allocated to the participant's Account at the date
     of the participant's death or disability will purchase at the applicable
     Option Price, and any excess credited to such Account will be returned
     to said participant or his or her beneficiary.

In the event that no such written notice of election shall be duly received
by the office of the Company's General Counsel within the required time
period, the participant or beneficiary shall automatically be deemed to have
elected to withdraw the payroll deductions credited to the participant,
together with the net earnings of the Segregated Account allocable to his or
her Account at the date of the participant's death or disability, and the
same will be paid promptly to said participant or beneficiary.
Notwithstanding the foregoing, if a participant's employment with the Company
and any Subsidiary Corporation terminates because of disability more than
three months prior to the Offering Termination Date, the provisions of this
Paragraph 11(d) shall not apply and the provisions of Paragraph 11(c) shall
apply to such participant.

     12.  Income and Accounting.

          (a)  Separate accounts shall not be established by the Company for
Employees who participate in the Plan. The Employee's payroll deductions
shall be transferred to the Segregated Account as soon as practical after
each pay period and credited to the participant.

          (b)  Each participant shall share proportionately in the income and
expense of the Segregated Account and any net income shall be taxable to the
participant, who shall be responsible for paying any income or other taxes
applicable thereto.


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<PAGE>
     13.  Stock.

          (a)  The maximum number of shares of Common Stock that shall be
made available for sale under the Plan during any Offering Period under the
Plan shall be the number of shares set forth in Paragraph 5, subject to
adjustment upon changes in capitalization of the Company as provided in
Paragraph 18; provided, however, that if less than the number of shares
specified in Paragraph 5 with respect to any Offering Period are purchased
during any period, the number of shares not purchased may be carried over and
made available for sale under the Plan during any subsequent Offering Period.
(For example, if only 250,000 shares were purchased during an Offering Period
under the Plan, the shares not purchased will be carried over to the next
succeeding Offering Period so that a maximum of 350,000 shares shall be made
available for purchase during the next Offering Period.) If the total number
of shares subject to options that would otherwise be exercised on any
Offering Termination Date in accordance with Paragraph 9 exceeds the maximum
number of shares available for sale, subject to adjustment as aforesaid, the
Company shall make a pro rata allocation of the shares available for delivery
and distribution in as nearly a uniform manner as shall be practicable and as
it shall determine to be equitable, and the balance of payroll deductions
credited to each participant, together with the net earnings of the
Segregated Account allocable thereto, shall be returned to him or her as
promptly as possible.

          (b)  A participant will have no interest in Common Stock covered by
the participant's option until such option has been exercised. Participants
in the Plan shall have no rights as stockholders with respect to any shares
covered by the Plan until the date of issue of a stock certificate to him or
her for such shares. Except as otherwise expressly provided in the Plan or in
the corporate action relating to such event, 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.

          (c)  Common Stock to be delivered to a participant under the Plan
will be registered in the name of the participant.

          (d)  The Board of Directors may, in its discretion, require as
conditions to the exercise of any option that the shares of Common Stock
reserved for issuance upon the exercise of the option shall have been duly
listed, upon official notice of issuance, upon the New York Stock Exchange,
and that either

               (i)  a Registration Statement under the Securities Act of
     1933, as amended, with respect to said shares shall have become
     effective, or

               (ii) the participant shall have represented in form and
     substance satisfactory to the Company that it is the participant's
     intention to purchase for investment the shares being purchased under
     such option.


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     14.  Administration. The Plan shall be administered by the Committee.
The interpretation and construction of any provision of the Plan or any
Segregated Account agreement and the adoption of rules and regulations for
administering the Plan shall be made by the Committee, subject, however, at
all times to the final concurrence of the Board of Directors of the Company.
Determinations made by the Committee and approved by the Board of Directors
with respect to any matter or provision contained in the Plan shall be final,
conclusive and binding upon the Company and upon all participants, their
heirs or legal representatives. Any rules, regulations or interpretations
adopted by the Committee shall remain in full force and effect unless and
until altered, amended, or repealed by the Committee or the Board of
Directors.

     15.  Designation of Beneficiary.  A participant may file with the
Company, pursuant to rules adopted by the Committee, a written designation of
a beneficiary who is to receive any Common Stock and/or cash pursuant to the
provisions of the Plan in the event of the participant's death. Such
designation of beneficiary may be changed by the participant at any time by
written notice. Upon the death of a participant and upon receipt by the
Company of proof of the identity and existence at the participant's death of
a beneficiary validly designated by him under the Plan, the Company shall
deliver such Common Stock to such beneficiary and/or pay any cash in the
participant's Account in the Segregated Account to the beneficiary, as may be
required under the provisions of Paragraph 11(d). In the event of the death
of a participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such participant's death, the Company
shall cause such cash to be paid to the person or persons or the entity duly
designated by the participant, as shown on the Company's records, as his or
her beneficiary for the proceeds of Company paid life insurance. In the
absence of such a beneficiary who is living at the time of the participant's
death, the Company shall cause such cash to be paid to the executor or
administrator of the estate of the participant, or if no such executor or
administrator of the estate has been appointed (to the knowledge of the
Company), the Company, in its discretion, may cause such cash to be paid to
the spouse or to any one or more dependents of the participant as the Company
may designate. No beneficiary shall, prior to the death of the participant by
whom he or she has been designated, acquire any interest in the Common Stock
or in amounts credited to the participant's Account.

     16.  Transferability.  Neither payroll deductions credited to a
participant, nor earnings thereon, nor any rights with regard to the exercise
of an option or to receive Common Stock under the Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way by the participant
otherwise than by will or the laws of descent and distribution. Any such
attempted assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with Paragraph 11.


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     17.  Ownership of ESPP Assets. All contributions paid into Segregated
Accounts shall be the property of the respective participants in the Plan and
the Company shall have no interest in such amounts while held in the
Segregated Account.

     18.  Effect of Changes in Capital Structure. If the outstanding shares
of Common Stock 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, stock dividend, combination,
or subdivision, or if the Company takes any other action of a similar nature
affecting such Common Stock (excluding, however, any reorganization under the
United States Bankruptcy Code), then the number and class of shares of Common
Stock that may thereafter be optioned, or the rights assigned thereto (in the
aggregate and to any participant), shall be adjusted accordingly and, in the
case of each option outstanding at the time of any such action, the number
and class of shares that may thereafter be purchased pursuant to such option
and the Option Price shall be adjusted, in each case to such extent and in
such manner, if at all, as may be determined by the Board upon the
recommendations of the Committee, with the approval of independent public
accountants and counsel, to be necessary to preserve unimpaired the rights of
the holder of such option.

     19.  Amendment or Termination.  The Board of Directors of the Company
may at any time terminate or amend the Plan. No such termination can affect
options previously granted, nor may an amendment make any change in any
option theretofore granted without prior approval of the stockholders of the
Company if such approval is required under the laws or regulations
administered by the U.S. Treasury (including Section 423 of the Code), the
Securities and Exchange Commission (including Rule 16b-3), any other agency
of the U.S. Government, or the New York Stock Exchange, or any other exchange
or system on which the Company's stock is then registered or traded.

     20.  Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received by the General Counsel of the Company.

     21.  Dissolution, Merger or Asset Sale.

          (a)  Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period shall
terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board.

          (b)  Merger or Asset Sale.  In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each option under the Plan shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless
the Board determines, in the exercise of its sole discretion and in lieu of


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<PAGE>
such assumption or substitution, to shorten the Offering Period then in
progress by setting a new Offering Termination Date (the "New Offering
Termination Date") or to cancel each outstanding right to purchase and refund
all sums collected from participants during the Offering Period then in
progress. If the Board shortens the Offering Period then in progress in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Board shall notify each participant in writing, at least ten (10) business
days prior to the New Termination Date, that the Offering Termination Date
for the option held by the participant has been changed to the New Offering
Termination Date and that such option shall be exercised automatically on the
New Offering Termination Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Paragraph 10 hereof. For
purposes of this paragraph, an option granted under the Plan shall be deemed
to be assumed if, following the sale of assets or merger, the option confers
the right to purchase, for each share of option stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale of assets
or merger by holders of Common Stock for each share of Common Stock held on
the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock); provided, however, that
if such consideration received in the sale of assets or merger was not solely
common stock of the successor corporation or its parent (as defined in
Section 424(e) of the Code), the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon exercise of
the option to be solely common stock of the successor corporation or its
parent equal in fair market value to the per share consideration received by
holders of Common Stock and the sale of assets or merger.

     22.  Effective Date - Approval of Stockholders.  The 1987 Plan was
adopted on behalf of the Board of Directors of the Company by the
Compensation Committee on December 14, 1995 and approved by the stockholders
of the Company on May 30, 1996.  The Plan was further amended on September
23, 1997 and December 19, 1997, and is effective on those dates, except to
the extent stockholder approval is required at the next annual meeting of
stockholders under Paragraph 19 above.  Offerings may commence under the Plan
prior to approval by the stockholders but no Common Stock requiring
stockholder approval may be purchased hereunder unless and until the
requisite stockholder approval has been received.


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