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


      THIS AMENDMENT (this "Amendment"), dated as of August 13, 1999, 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  and in  effect,  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 10, 2001.

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

            "(D) deliver to BofA such consents as may be required under the Bank
      Credit   Agreement  and  Bank  Revolver  (and  all  other   agreements  or
      instruments  affecting  the  Borrower) to the delivery of such  Collateral
      Account Agreement and collateral; and"

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

            "(A) on such  Purchase  Date,  after giving effect to any payment of
      Purchase   Price  and  any  payment  of  principal  and  interest  on  any
      outstanding Notes on such Purchase Date, the Aggregate Purchase Price does
      not exceed
      $90,000,000;"

      Section 1.4 Amendment to Section 6.01(h)(iii)(B).  Section 6.01(h)(iii)(B)
of the  Agreement  is hereby  amended and  restated  to read in its  entirety as
follows:


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            "(B) the term "Available Revolver Amount" means, with respect to the
      last day of any Fiscal  Quarter,  the sum, as set forth in the most recent
      Compliance Certificate as of such last day which was delivered pursuant to
      Section  6.01(g)(vii),  of (I) the  excess  of (x)  the net of all  lender
      commitments  under the Bank  Credit  Agreement  as of the last day of such
      Fiscal Quarter,  over (y) the sum of (1) the outstanding  principal amount
      of all loans,  advances  and  outstanding  letter of credit  reimbursement
      obligations  under the Bank  Credit  Agreement  as of the last day of such
      Fiscal  Quarter,  plus (2) the  aggregate  outstanding  face amount of all
      letters of credit  under the Bank Credit  Agreement  as of the last day of
      such  Fiscal  Quarter,  and (II) the  excess of (x) the net of all  lender
      commitments  under  the Bank  Revolver  as of the last day of such  Fiscal
      Quarter,  over (y) the outstanding principal amount of all loans, advances
      and other  extensions of credit to the Borrower under the Bank Revolver as
      of the last day of such Fiscal Quarter."

      Section 1.5 Amendment to Schedule I. Schedule I to the Agreement is hereby
amended by inserting the following  definition in its alphabetically  determined
place:

      "'Bank Revolver' means the Credit Agreement, dated as of January 14, 1999,
among the Borrower,  Bank of America National Trust and Savings Association,  as
Agent,  and the other  financial  institutions  party  thereto,  as amended  and
supplemented  or  otherwise  modified  from time to time,  and any  restatement,
renewal or replacement thereof."

      Section 1.6  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.

      Section 1.7  Amendment to Exhibit 5.01(d). Exhibit 5.01(d) to the
Agreement is hereby amended and restated in its entirety as follows:

      "(d) Litigation. There is no action, suit or proceeding pending or, to the
best  of  Borrower's  knowledge,  threatened  in  any  court  or a  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign, (i) except as set forth in the most recent report delivered by Borrower
to BofA  pursuant  to Section  6.01(g)(vi)  relating  to  Borrower or any of its
Subsidiaries or any of the properties of Borrower or any of its Subsidiaries and
that, if adversely  determined,  could create a Material Adverse Effect, or (ii)
that relates to any aspect of the transactions contemplated by this Agreement"."

                                   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




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            (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 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




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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.




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      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/ Mark D. McGregor


                                      Name:   Mark D. McGregor


                                      Title: Vice President and Treasurer





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


                                    By:        /s/ Kevin McMahon


                                      Name:        Kevin McMahon


                                      Title:       Managing Director



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