STK

RESTATED CERTIFICATE OF INCORPORATION

OF

STORAGE TECHNOLOGY CORPORATION

The undersigned hereby amends and restates the Certificate of
Incorporation of STORAGE TECHNOLOGY CORPORATION originally filed with the
Secretary of the State of Delaware August 11, 1969, which has been duly adopted
pursuant to section 303 of the General Corporation Law of the State of Delaware,
as amended, and the Orders of the United States Bankruptcy Court for the
District of Colorado, dated December 15, 1986, and June 18, 1987, approving the
corporation's Plan of Reorganization. For such purpose, the undersigned hereby
certifies as follows:

ARTICLE I

The name of the corporation is STORAGE TECHNOLOGY CORPORATION.

ARTICLE II

The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the corporation's registered agent at such address is The
Corporation Trust Company.

ARTICLE III

The nature of the business of purposes to be conducted or promoted by
the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

ARTICLE IV

The corporation shall possess and may exercise all the powers and
privileges now and hereafter granted by the General Corporation Law of the State
of Delaware or by any other law or by this Restated Certificate of Incorporation
or otherwise, together with any powers incidental thereto, so far as such powers
and privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes set forth in Article III of this Restated
Certificate of Incorporation.

ARTICLE V

The aggregate number of all classes of capital stock that the
corporation shall have authority to issue is 333,000,000 shares, divided into
293,000,000 shares of Common Stock, each having a par value of $0.01; and
40,000,000 shares of Preferred Stock, each having a par


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value of $0.01. All of the corporation's Common Stock issued and outstanding on
the effective date of this Restated Certificate of Incorporation shall have a
par value of $0.01 per share.

The corporation shall have no authority to issue capital stock that
does not possess voting rights. Subject to the preceding sentence, the
designations, voting powers, preferences and relative, participating, optional
or other special rights and the qualifications, limitations or restrictions of
the above classes of stock are as follows:


A. Preferred Stock

1. Issuance in Series.

Shares of Preferred Stock may be issued in one or more series at such
time or times, for such consideration in the form of cash equal to the fair
value thereof as determined by the Board of Directors. All shares of any one
series of preferred stock will be identical with each other in all respects,
except that shares of one series issued at different times may differ as to
dates from which dividends thereon may be cumulative.

2. Authority of the Board with Respect to Series.

The Board of Directors is authorized, at any time and from time to time
and subject to limitations prescribed by law and the other provisions of this
Article V, to provide for the issuance of the shares of Preferred Stock in one
or more series, and by filing a certificate pursuant to the applicable law of
the State of Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designations, powers, preferences
and relative, participating, optional or other special rights of the shares of
each such series and the qualifications, limitations or restrictions thereof as
are stated and expressed in the resolution or resolutions providing for the
issue thereof adopted by the Board of Directors.

Notwithstanding the foregoing: (a) no series of Preferred Stock shall
have the right to require the corporation to redeem or repurchase the shares of
such series at the option of the holders of shares of that series; (b) with
respect to any series having a preference over another series or class of
capital stock with respect to dividends, the resolution or resolutions
establishing such series shall contain adequate provisions for the election of
directors representing such series in the event of default in the payment of
such dividends; (c) no series of preferred Stock shall possess voting rights per
share greater than the voting rights of the number of shares of Common Stock
into which such share of Preferred Stock may be converted; (d) except as
otherwise provided by the laws of Delaware or this paragraph 2, no series of
Preferred Stock shall be entitled to vote as a class on any matter; (e) any
preference of a series over another series or class of capital stock with
respect to payments or distributions upon the liquidation of the corporation
shall not exceed, on a per share basis, the issue price per share of such series
plus any accumulated but unpaid dividends; and (f) the shares of each series of
Preferred Stock shall be convertible into shares of Common Stock upon such terms
and conditions as are provided in the resolution or resolutions establishing
each series except that the conversion price per share of each such series shall
be not less than the fair value (as determined by the Board of Directors) per
share of Common Stock on the day on which such shares are issued. The
restrictions in this paragraph 2 are subject, however, in each case to
modification or adjustment to protect against dilution resulting from stock
splits, stock dividends, recapitalization or similar events.


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The Board of Directors shall be authorized to provide that any of the
voting powers, designations, preferences, relative, participating, optional or
other special rights and the qualifications, limitations or restrictions of any
such series of Preferred Stock may be made dependent upon facts ascertainable
outside this Restated Certificate of Incorporation or any amendment thereto, or
outside the resolution or resolutions providing for the issue of such series of
Preferred Stock adopted by the Board of Directors, provided that the manner in
which such facts shall operate upon the voting powers, designations, references,
relative, participating, optional or other special rights and the
qualifications, limitations or restrictions of any such series of Preferred
Stock adopted by the Board of Directors.

3. Dividends.

Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the shares of any class of Common Stock
with respect to the same dividend period.

4. Reacquired Shares.

Shares of Preferred Stock which have been issued and reacquired in any
manner by the corporation (excluding, until the corporation elects to retire
them, shares which are held as treasury shares, but including shares redeemed,
shares purchased and retired and shares which have been converted into shares of
Common stock) will have the status of authorized and unissued shares of
Preferred Stock and may be reissued in series as provided for in this Article V.

5. Liquidation.

Upon any voluntary or involuntary liquidation, dissolution,
distribution of assets or winding up of the corporation, the Board of Directors
may distribute in kind to the holders of Preferred Stock such assets available
for distribution to holders of Preferred Stock of the corporation or may sell,
transfer or otherwise dispose of all or any part of such assets to any other
corporation, trust or other entity or person and receive payment therefor in
cash, stock or obligations of such other corporation, trust or other entity or
person, or any combination thereof, and may sell all or any part of the
consideration so received and distribute any balance thereof in kind to holders
of Preferred Stock. The value of any assets distributed in kind shall be
determined by independent appraisers selected by the Board of Directors. The
merger or consolidation of the corporation into or with any other corporation,
or the merger of any other corporation into it, or any purchase or redemption of
shares of stock of the corporation of any class, shall not be deemed to be a
dissolution, liquidation or winding up of the corporation for purposes of this
paragraph.


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B. Common Stock

1. Dividends.

Subject to the preferential rights of the Preferred Stock, the holders
of the Common Stock are entitled to receive, to the extent permitted by law,
such dividends as may be declared on the Common Stock from time to time by the
Board of Directors.

2. Liquidation.

In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding up of the corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of Preferred Stock, holders of Common Stock shall be entitled to receive
all of the remaining assets of the corporation of whatever kind available for
distribution to stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively. The Board of Directors may distribute in
kind to the holders of Common Stock such remaining assets of the corporation or
may sell, transfer or otherwise dispose of all or any part of such remaining
assets to any other corporation, trust or other entity or person and receive
payment therefor in cash, stock or obligations of such other corporation, trust
or other entity or person, or any combination thereof, and may sell all or any
part of the consideration so received and distribute any balance thereof in kind
to holders of Common Stock. The value of any assets distributed in kind shall be
determined by independent appraisers selected by the Board of Directors. The
merger or consolidation of the corporation into or with any other corporation,
or the merger of any other corporation into it, or any purchase or redemption of
shares of stock of the corporation of any class, shall not be deemed to be a
dissolution, liquidation or winding up of the corporation for the purposes of
this paragraph.

3. Voting Rights.

Subject to the provisions of any applicable law and the other
provisions of this Article V and such provisions as may from time to time be
made in the bylaws of the corporation with respect to fixing a record date for
the determination of stockholders entitled to vote, each Holder of record of
shares of Common Stock shall be entitled to one vote for each share of Common
Stock standing in his name on the books of the corporation, except that in the
election of directors he shall have the right to vote such shares for as many
persons as there are directors to be elected.

C. Other Provisions

1. Preemptive Rights.

No stockholder of the corporation shall have any preemptive or similar
right to subscribe for any additional shares of stock or for securities of any
class or series now or hereafter authorized or to any securities of the
corporation convertible into such stock.


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2. Consideration.

Subject to the limitation contained in paragraph A.l. of this Article
V, shares of stock of the corporation shall be issued for such consideration
(but not less than the par value thereof in the case of shares of stock with par
value) and for such corporate purposes as shall be fixed and determined from
time to time by the Board of Directors.

3. Cumulative Voting Denied.

Cumulative voting shall not be allowed in the election of directors of
the corporation or for any other purpose.

4. Elections of Directors.

Elections of directors of the corporation need not be by ballot unless
the bylaws of the corporation so provide.

ARTICLE VI

The corporation shall have perpetual existence.

ARTICLE VII

The corporation shall be authorized to indemnify its directors,
officers, employees and agents, and to exercise all powers incidental thereto,
to the fullest extent permitted by law. No director shall be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that a director shall be so liable: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under section 174
under Title 8, Delaware Code; or (iv) for any transaction from which the
director received an improper personal benefit. Neither the amendment nor repeal
of this Article VII, shall eliminate or reduce the effect of this Article VII in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article VII would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

ARTICLE VIII

Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class or creditors, and/or on all the
stockholder or class of stockholder, of this corporation, as the case may be,
and also on this corporation.


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ARTICLE IX

In furtherance and not in limitation of the general and specific
authority and power now or hereafter conferred by the General Corporation Law of
the State of Delaware, or otherwise, the Board of Directors is expressly
authorized and empowered on behalf of the corporation and without stockholder
action:

A. To make, alter or repeal the bylaws of the corporation other than
Article II, Sections 2, 4, 7 and 10; Article III, Sections 2, 5 and 7; Article
V, Section 3; and Article VI, Section 7 of such bylaws by the affirmative vote
of not less than a majority of the members of the whole Board of Directors;
subject, however, to the authority and power of the stockholders to make, alter
or repeal bylaws, whether made by the Board of Directors or not, by the vote of
the holders of not less than a majority of the outstanding shares of stock
entitled to vote generally upon the election of directors (considered for this
purpose as one class).

B. To keep the books and records of the corporation at such place or
places within or without the State of Delaware as the Board of Directors may
from time to time designate.

C. To exercise all of the corporation's authority and power of
indemnification as provided in Article VII of this Restated Certificate of
Incorporation.

D. To set apart out of any of the funds of the corporation available
for dividends any reserve or reserves for any proper purpose and to abolish any
such reserve or reserves in the manner in which the same was created.

E. Subject to the provisions of the General Corporation Law of the
State of Delaware, to exercise any and all of the corporation's authority and
power and such other authority and power in addition to the authority and power
expressly conferred by law and by this Restated Certificate of Incorporation,
which may be conferred upon the Board of Directors by the corporation through
appropriate bylaw provisions or otherwise.

F. The Board of Directors of the corporation shall consist of that
number of members specified in the bylaws of the corporation.


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Dated this ________ day of June, 1987, to be effective as of
July 28, 1987.


ATTEST: STORAGE TECHNOLOGY CORPORATION


----------------------------- By:
Secretary -------------------------------
Ryan R. Poppa
Chief Executive Officer