Governance and Nominating Committee Charter
Adopted July 10, 2003

Purpose

The purpose of the Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Storage Technology Corporation (the "Corporation") is:

1.       to identify individuals qualified to become board members

2.       to recommend to the Board the director nominees for the next annual meeting of stockholders

3.       to develop and recommend to the Board a set of corporate governance principles applicable to the corporation

Membership

The Committee shall be composed of at least three Directors from the Board, each of whom shall be independent, as that term is defined from time-to-time by applicable laws, rules, regulations and standards.

Members of the Committee shall be elected annually by the Board at the Annual Meeting of the Board, held in connection with the Corporation's Annual Meeting of Stockholders. The Board shall designate one member of the Committee as the Chair.

A Committee member may be removed by the Board at any time, with or without prior notice and with or without cause. The Board shall have the authority to create and fill vacancies on the Committee.



Goals and Responsibilities

The goals and responsibilities of the Committee are:

1.       to review the size of the Board

2.       to determine the criteria for Board membership

3.       to recommend to the Board candidates to fill new positions or vacancies on the Board

4.       to consider and make recommendations to the Board regarding any candidates recommended by stockholders in accordance with the Corporation's Bylaws

5.       to evaluate the performance of current Board members proposed for reelection and recommend to the Board the individuals to be nominated for election as Directors at the Annual Meeting of Stockholders

6.       to recommend annually to the Board the composition of each standing Board committee (including the recommended designation of committee chairs)

7.       to consider periodically and make recommendations to the Board as to whether it is necessary or appropriate for the Board to create additional standing or special purpose committees

8.       to review no less than annually StorageTek's Principles of Corporate Governance and recommend to the Board any changes that the Committee deems necessary or appropriate

9.       to review the membership of Board members and executive officers on other board of directors and to review and approve the membership of the Chief Executive Officer on other board of directors including reviewing the provisions and obligations for indemnification or insurance created by other board memberships

10.   to receive a report and recommendations from the Chief Executive Officer and discuss annually with the full Board the succession and development plan for the Chief Executive Officer and principle executives in case of their resignation, retirement or death

11.   to provide oversight of the Board's evaluation of each standing committee and itself

12.   to conduct an annual performance evaluation of the Committee

13.   to review this Charter annually to ensure its adequacy and applicability, and, when appropriate, to recommend to the Board changes to this Charter

 

Operations

The Committee shall meet at least twice a year, with such additional meetings as the Chair deems appropriate.

The Chair, or his/her designee, shall report orally to the Board on the results of each Committee meeting at the next regularly scheduled Board meeting or as soon as practical thereafter.

The Committee shall have the authority to retain outside advisors and experts, as the Committee deems necessary or appropriate to carry out its duties. In addition, the Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve any such search firm's fees and other retention terms.

On or before the date required pursuant to applicable laws, rules, regulations and standards, the Committee's Charter shall be published on the Corporation's website.