ex10_04.htm


    
       

      

      
        
        

      

    


    


    AMENDED
      AND RESTATED

    EASTMAN
      EXECUTIVE DEFERRED COMPENSATION
      PLAN

    


    (As
      Amended and Restated Effective as of August 1, 2007)

    


    


    


    


    


    


    


    EASTMAN
      CHEMICAL COMPANY

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    AMENDED
      AND RESTATED

    EASTMAN
      EXECUTIVE DEFERRED COMPENSATION PLAN

    


    
      	
               

            	
              TABLE
                OF CONTENTS

            


    

    


     

    
      
        	
                Section

              	
                          Title

              	
                Page

              
	
                Preamble

              	 	
                1

              
	
                Section
                  1.

              	
                Definitions

              	
                1

              
	
                Section
                  2.

              	
                Deferral
                  of Compensation

              	
                5

              
	
                Section
                  3.

              	
                Time
                  of Election of Deferral

              	
                6

              
	
                Section
                  4.

              	
                Hypothetical
                  Investments

              	
                6

              
	
                Section
                  5.

              	
                Deferrals
                  and Crediting Amounts to Accounts

              	
                7

              
	
                Section
                  6.

              	
                Deferral
                  Period

              	
                7

              
	
                Section
                  7.

              	
                Investment
                  in the Stock Account and Transfers Between Accounts

              	
                8

              
	
                Section
                  8.

              	
                Payment
                  of Deferred Compensation

              	
                10

              
	
                Section
                  9.

              	
                Payment
                  of Deferred Compensation After Death

              	
                13

              
	
                Section
                  10.

              	
                Acceleration
                  of Payment for Hardship

              	
                13

              
	
                Section
                  11.

              	
                Non-Competition
                  and Non-Disclosure Provision

              	
                14

              
	
                Section
                  12.

              	
                Participant's
                  Rights Unsecured

              	
                15

              
	
                Section
                  13.

              	
                No
                  Right to Continued Employment

              	
                15

              
	
                Section
                  14.

              	
                Statement
                  of Account

              	
                15

              
	
                Section
                  15.

              	
                Deductions

              	
                15

              
	
                Section
                  16.

              	
                Administration

              	
                15

              
	
                Section
                  17.

              	
                Amendment

              	
                16

              
	
                Section
                  18.

              	
                Governing
                  Law

              	
                16

              
	
                Section
                  18.

              	
                Governing
                  Law

              	
                16

              
	
                Section
                  19.

              	
                Change
                  in Control

              	
                16

              
	
                Section
                  20.

              	
                Compliance
                  with SEC Regulations

              	
                17

              
	
                Section
                  21.

              	
                Successors
                  and Assigns

              	
                17

              


      




     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     AMENDED
      AND RESTATED

    EASTMAN
      EXECUTIVE DEFERRED COMPENSATION PLAN

    


    


    Preamble.
      The Amended and
      Restated Eastman Executive Deferred Compensation Plan is an unfunded,
      nonqualified deferred compensation arrangement for eligible employees of Eastman
      Chemical Company ("the Company") and certain of its
      subsidiaries.  Under the Plan, each Eligible Employee is annually
      given an opportunity to defer payment of part of his or her cash
      compensation.

    


    This
      Plan
      originally was adopted effective January 1, 1994, amended and restated effective
      as of August 1, 2002 and subsequently amended and restated again effective
      as of
      August 1, 2007 in order to comply with Section 409A of the Internal Revenue
      Code
      of 1986, as amended.

    


    Section
      1.  Definitions.

    


    "Account"
      means the EDCP Account.  The EDCP Account is further sub-divided into
      an Interest Account and a Stock Account, and if applicable, each Interest
      Account and Stock Account is further sub-divided into a Grandfathered Account
      and a Non-Grandfathered Account.

    


    "Board"
      means the Board of Directors of
      the Company.

    


    
      	
               

            	
              "Change
                In Control" means a change in control of the Company of a nature
                that
                would be required to be reported (assuming such event has not been
                "previously reported") in response to Item 1 (a) of a Current Report
                on
                Form 8-K, as in effect on December 31, 2001, pursuant to Section
                13 or
                15(d) of the Exchange Act; provided that, without limitation, a Change
                In
                Control shall be deemed to have occurred at such time as (i) any
                "person"
                within the meaning of Section 14(d) of the Exchange Act, other than
                the
                Company, a subsidiary of the Company, or any employee benefit plan(s)
                sponsored by the Company or any subsidiary of the Company, is or
                has
                become the "beneficial owner," as defined in Rule 13d-3 under the
                Exchange
                Act, directly or indirectly, of 25% or more of the combined voting
                power
                of the outstanding securities of the Company ordinarily having the
                right
                to vote at the election of directors; provided, however, that the
                following will not constitute a Change In Control: any acquisition
                by any
                corporation if, immediately following such acquisition, more than
                75% of
                the outstanding securities of the acquiring corporation ordinarily
                having
                the right to vote in the election of directors is beneficially owned
                by
                all or substantially all of those persons who, immediately prior
                to such
                acquisition, were the beneficial owners of the outstanding securities
                of
                the Company ordinarily having the right to vote in the election of
                directors, or (ii) individuals who constitute the Board on January
                1, 2002
                (the "Incumbent Board") have ceased for any reason to constitute
                at least
                a majority thereof, provided that: any person becoming a director
                subsequent to January 1, 2002 whose election, or nomination for election
                by the Company's

            


    


    
      
        
        

      

      
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    stockholders,
      was approved by a vote of at least three-quarters (3/4) of the directors
      comprising the Incumbent Board (either by a specific vote or by approval of
      the
      proxy statement of the Company in which such person is named as a nominee for
      director without objection to such nomination) shall be, for purposes of the
      Plan, considered as though such person were a member of the Incumbent Board,
      (iii) upon approval by the Company's stockholders of a reorganization, merger
      or
      consolidation, other than one with respect to which all or substantially all
      of
      those persons who were the beneficial owners, immediately prior to such
      reorganization, merger or consolidation, of outstanding securities of the
      Company ordinarily having the right to vote in the election of directors own,
      immediately after such transaction, more than 75% of the outstanding securities
      of the resulting corporation ordinarily having the right to vote in the election
      of directors; or (iv) upon approval by the Company's stockholders of a complete
      liquidation and dissolution of the Company or the sale or other disposition
      of
      all or substantially all of the assets of the Company other than to a subsidiary
      of the Company.

    


    “Class
      Year” means each calendar year.  Notwithstanding the foregoing, the
“2004 Class Year” includes all amounts deferred into the Plan in 2004 and in any
      calendar years prior to 2004.

    


    “Code”
means
      the Internal Revenue Code
      of 1986, as amended.

    


    
      	
               

            	
              "Common
                Stock" means the $.01 par value common stock of the
                Company.

            


    

    


    
      	
               

            	
              "Company"
                means Eastman Chemical Company.

            


    

    


    
      	
               

            	
              "Compensation
                Committee" shall mean the Compensation and Management Development
                Committee of the Board.

            


    

    


    "Deferrable
      Amount" means, for a given fiscal year of the Company, an amount equal to the
      sum of the Eligible Employee's (i) annual base cash compensation; (ii) annual
      cash payments under the Company's Unit Performance Plan and any sales incentive
      plan of the Company in which an Eligible Employee participates; (iii) stock
      and
      stock-based awards under the Omnibus Plan which, under the terms of the Omnibus
      Plan and the award, are payable in cash and required or allowed to be deferred
      into this Plan; (iv) signing bonus and/or retention bonus, if any, received
      in
      connection with his or her initial employment with the Company or the
      acquisition by the Company of such person's previous employer; and (v) special
      awards of $15,000 or more, such as special awards under the Company’s
      Employee/Team Recognition Program and Chairman & CEO’s Award
      Program.  In each case, however, the Deferrable Amount shall not
      include any amount that must be withheld from the Eligible Employee's wages
      for
      income or employment tax purposes.


    
      
        
        

      

      
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              “Disability”
                means the Participant (i) is, by reason of any medically determinable
                physical or mental impairment that can be expected to result in death
                or
                can be expected to last for a continuous period of not less than
                12
                months, receiving income replacement benefits for a period of not
                less
                than 3 months under the Applicable Disability Plan (as defined below),
                or
                (ii) qualifies for Social Security disability benefits.  The
                “Applicable Disability Plan” shall be the group long-term disability
                insurance plan offered by the Company to the Participant at the time
                of
                the determination.  If no group long-term disability insurance
                plan is being offered to the Participant at the time of such
                determination, the Participant shall be required to satisfy clause
                (ii) in
                order to be declared Disabled for purposes of this
                Plan.

            


    

    


    “EIP/ESOP”
      means the Eastman Investment and Employee Stock Ownership Plan.

    


    "Eligible
      Employee" means a U.S.-based employee of the Company or any of its U.S.
      Subsidiaries who at any time has a salary grade classification of SG-49/SG-105
      or above.  Any employee who becomes eligible to participate in this
      Plan and in a future year does not qualify as an Eligible Employee because
      of a
      change in position level shall nevertheless be eligible to participate in such
      year.

    


    "Enrollment
      Period" means the period designated by Global Benefits each year, provided
      however, that such period shall end on or before the last business day of each
      year.

    


    "Excess
      Compensation” means the excess, if any, of (1) an Employee's "Company
      Compensation" as defined in the EIP/ESOP, over (2) the applicable dollar amount
      under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended,
      which
      applies to the EIP/ESOP for a given plan year of the EIP/ESOP.

    


     "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

    


    
      	
               

            	
              “Grandfathered
                Account” means the value of the Account of each Participant on December
                31, 2004, including (i) the amount of the Participant’s ESOP or RSC
                allocation for 2004, if any, even if such amount had not been credited
                to
                a Participant’s Account as of December 31, 2004, and (ii) any earnings
                accruing to the Participant’s Grandfathered Account.   For
                purposes of this Plan, no part of the Participant’s Grandfathered Account
                shall be subject to Code Section 409A, including the 6 month delay
                for
                payments to Specified Employees under Section 8.3 of this
                Plan.  For purposes of this Plan, the “Non-Grandfathered
                Account” shall equal the Participant’s Account balance on the date of the
                Participant’s Termination of Employment, minus the amount of the
                Participant’s Grandfathered Account.  The Non-Grandfathered
                Account shall be subject to Code Section
                409A.

            


    


    
      
        
        

      

      
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    “Hardship”
      means an emergency event beyond the Participant’s control which would cause the
      Participant severe financial hardship if the payment of amounts from his or
      her
      Accounts were not approved.  Any distribution for Hardship shall be
      limited to amounts in a Participant’s Grandfathered Account.

    


    “Initial
      Enrollment Period” means, for an Eligible Employee who is newly employed by the
      Company, the period beginning prior to such date of employment and ending 30
      days after the date of employment.  For a person who becomes an
      employee of the Company or a U.S. Subsidiary through an acquisition by the
      Company of such person's previous employer, "Initial Enrollment Period" with
      respect to deferral of any signing bonus or retention bonus payable to such
      person shall mean the period beginning prior to such date of acquisition, and
      ending 30 days after such date of acquisition.

    


    "Interest
      Account" means the account established by the Company for each Participant
      for
      compensation deferred or Excess Contribution amounts credited pursuant to this
      Plan and which shall bear interest as described in Section 4.1
      below.  The maintenance of individual Interest Accounts is for
      bookkeeping purposes only.  If applicable, each Interest Account shall
      be further sub-divided into a Grandfathered Account and Non-Grandfathered
      Account.

    


    "Interest
      Rate" means the monthly average of bank prime lending rates to most favored
      customers as published in The Wall Street Journal, such average to be determined
      as of the last day of each month.

    


    "Market
      Value" means the closing price of the shares of Common Stock on the New York
      Stock Exchange on the day on which such value is to be determined or, if no
      such
      shares were traded on such day, said closing price on the next business day
      on
      which such shares are traded, provided, however, that if at any relevant time
      the shares of Common Stock are not traded on the New York Stock Exchange, then
      "Market Value" shall be determined by reference to the closing price of the
      shares of Common Stock on another national securities exchange, if applicable,
      or if the shares are not traded on an exchange but are traded in the
      over-the-counter market, by reference to the last sale price or the closing
      "asked" price of the shares in the over-the-counter market as reported by the
      National Association of Securities Dealers Automated Quotation System (NASDAQ)
      or other national quotation service.

    


    "Omnibus
      Plan" means the Eastman Chemical Company 1994 Omnibus Long-Term Compensation
      Plan or any successor plan to the Omnibus Plan providing for awards of stock
      and
      stock-based compensation to Company employees.

    


    "Participant"
      means an Eligible Employee who (i) elects for one or more years to defer
      compensation pursuant to this Plan; or (ii) receives an ESOP allocation under
      Section 2.2 of this Plan.


    
      
        
        

      

      
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              "Plan"
                means this Amended and Restated Eastman Executive Deferred Compensation
                Plan.

            


    

    


    
      	
               

            	
              "Section
                16 Insider" means a Participant who is, with respect to the Company,
                subject to the reporting requirements of Section 16 of the Exchange
                Act.

            


    

    


     “Specified
      Employee” has the meaning given such term in Code Section 409A and the final
      regulations thereunder (“Final 409A Regulations”), provided, however, that as
      permitted in the Final 409A Regulations, the Company’s Specified Employees and
      its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i)
      shall be determined in accordance with a policy adopted by the Compensation
      Committee, which shall be applied consistently with respect to all nonqualified
      deferred compensation arrangements of the Company, including this
      Plan.

    


    "Stock
      Account" means the account established by the Company for each Participant,
      the
      performance of which shall be measured by reference to the Market Value of
      Common Stock.  The maintenance of individual Stock Accounts is for
      bookkeeping purposes only.  If applicable, each Stock Account shall be
      further sub-divided into a Grandfathered Account and Non-Grandfathered
      Account.

    


     “Termination
      of Employment” means a separation from service under Code Section 409A and the
      Final 409A Regulations.

    


    “Unforeseeable
      Emergency” means severe financial hardship of the Participant resulting from an
      illness or accident of the Participant, the Participant’s spouse, the
      Participant’s beneficiary or a dependent (as defined in Section 152 of the Code
      without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the
      Participant’s property due to casualty (including the need to rebuild a home not
      otherwise covered by insurance), or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant.  Except as otherwise provided herein, the purchase of
      a home and the payment of college tuition are not unforeseeable emergencies.
      Any
      distribution for an Unforeseeable Emergency shall be limited to amounts in
      a
      Participant’s Non-Grandfathered Account.

    


    "U.S.
      Subsidiaries" means the United States subsidiaries of the Company listed on
      Schedule A.

    


    
      	
               

            	
              "Valuation
                Date" means each business day.

            


    

    


    Section
      2.                                Deferral
      of Compensation; Allocations.

    Section
      2.1.  An Eligible Employee may elect to defer receipt of all or
      any portion of his or her Deferrable Amount to the Interest Account and/or
      Stock
      Account


    
      
        
        

      

      
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    within
      such person's EDCP Account.  A Participant may make deferrals under
      this Plan regardless of whether the Participant elects deferrals under the
      EIP/ESOP.  If an Eligible Employee terminates employment with the
      Company or any of its U.S. Subsidiaries, any previous deferral election with
      respect to a payment or award under the Company's Unit Performance Plan, the
      Company's Omnibus Plan, and any sales incentive plan of the Company in which
      an
      Eligible Employee participates, shall remain in effect with respect to such
      items of compensation payable after termination of employment.

    


    Section
      2.2.                                For
      any Plan Year in which an Eligible Employee has Excess Compensation, then at
      such time, if any, as the Company makes a contribution to the EIP/ESOP with
      respect to such Plan Year, the Company shall credit to the Eligible Employee's
      Stock Account within his EDCP Account under this Plan, an amount equal to the
      product of (1) the amount of such Eligible Employee's Excess Compensation
      multiplied by (2) the ESOP or RSC Payout Percentage.

    


    Section
      3.                                Deferral
      Elections.

    


    An
      Eligible Employee who wishes to defer compensation must irrevocably elect to
      do
      so during the applicable Enrollment Period. The Enrollment Period shall end
      prior to the first day of the service year with respect to the applicable
      Deferrable Amount., The “service year” is the Eligible Employee’s taxable year
      in which the services related to the Deferrable Amount will be performed by
      the
      Eligible Employee. Elections shall be made annually for each Class
      Year.

    


    Notwithstanding
      the foregoing, (i) in the first year in which a person becomes an Eligible
      Employee by reason of being employed by the Company, the Eligible Employee
      may
      elect to defer receipt of all or any portion of his or her Deferrable Amount
      earned for services to be performed subsequent to such election, provided that
      such election is made no later than the end of the Initial Enrollment Period;
      (ii) in the first year in which a person becomes an Eligible Employee through
      an
      acquisition by the Company of such person's previous employer, the Eligible
      Employee may elect to defer receipt of all or any portion of his or her signing
      bonus and/or retention bonus paid to such Eligible Employee by the Company,
      provided that (x) the deferred amount represents compensation for services
      to be
      performed subsequent to such election, and (y) such election is made no later
      than the end of the Initial Enrollment Period.

    


    Section
      4.                                Hypothetical
      Investments.

    Section
      4. 1.  Interest Accounts.  Amounts in a
      Participant's Interest Accounts are hypothetically invested in an interest
      bearing account which bears interest computed at the Interest Rate, compounded
      monthly.

    


    Section
      4.2.  Stock Accounts.  Amounts in a Participant's
      Stock Accounts are hypothetically invested in units of Common
      Stock.  Amounts deferred into Stock Accounts are recorded as units of
      Common Stock, and fractions thereof with one unit equating to a single share
      of
      Common Stock.  Thus, the value of one unit


    
      
        
        

      

      
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    shall
      be
      the Market Value of a single share of Common Stock.  The use of units
      is merely a bookkeeping convenience; the units are not actual shares of Common
      Stock.  The Company will not reserve or otherwise set aside any Common
      Stock for or to any Stock Account.

    


    Section
      5.  Deferrals and Crediting Amounts to
      Accounts.

    


    Section
      5.1.  Manner of Electing Deferral.  An Eligible
      Employee may elect to defer compensation by completing the deferral election
      process established by Global Benefits.   Each Eligible Employee
      shall elect, in the manner specified by Global Benefits (i) the amount and
      sources of Deferrable Amount to be deferred; (ii) whether deferral of annual
      base cash compensation is to be at the same rate throughout the year, or at
      different rates for each calendar quarter of the year; and (iii) the portion
      of
      the deferral to be credited to the Participant's Interest Account and Stock
      Account respectively.  An election to defer compensation shall be
      irrevocable following the end of the applicable Enrollment Period, but the
      portion of the deferral to be credited to the Participant's Interest Account
      and
      Stock Account, respectively, may be reallocated by the Participant in the manner
      specified by Global Benefits or its authorized designee through and including
      the business day immediately preceding the date on which the deferred amount
      is
      credited to the Participant's Accounts pursuant to Section 5.2.

    


    Section
      5.2.  Crediting of Amounts to Accounts.  Except
      as otherwise provided in this Section with respect to Section 16 Insiders,
      amounts to be deferred each Class Year shall be credited to the Participant's
      Interest Account and/or Stock Account, as applicable, within the EDCP Account
      as
      of the date such amounts are otherwise payable.  An ESOP or RSC
      allocation which is made pursuant to Section 2.2 shall be credited to the
      Participant's Stock Account within the EDCP Account as of the date the Company
      makes the contribution to the EIP/ESOP which triggers the ESOP or RSC allocation
      under this Plan. Notwithstanding the foregoing, for each Section 16 Insider,
      each and every Deferrable Amount, when initially credited to the Participant's
      EDCP Account, shall be held in a Participant's Interest Account until the next
      date that dividends are paid on Common Stock (see Section 7.6 of the Plan),
      and
      on such date the Deferrable Amount that would have been initially credited
      to
      the Participant's Stock Account but for this sentence shall be transferred,
      together with allocable interest thereon, to the Participant's Stock Account,
      provided that such transfer shall be subject to the restrictions set forth
      in
      Section 7.2.

    


    


    Section
      6.  Deferral Period. Subject to Sections 9, 10, and 19
      hereof, the amounts credited to a Participant's Accounts and earnings thereon
      will be deferred until the Participant dies, becomes Disabled or has a
      Termination of Employment with the Company or any of its U.S.
      Subsidiaries.  Any such election shall be made during the applicable
      Enrollment Period on the deferred compensation form referenced in Section 5
      above.  The payment of a Participant's Account shall be governed by
      Sections 8, 9, 10, and 19, as applicable.


    
      
        
        

      

      
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    Section
      7.  Investment in the Stock Account and Transfers Between
      Accounts.

    


    Section
      7.1.  Election Into the Stock Account.  Amounts
      to be credited to a Participant's Stock Account, whether by reason of a deferral
      election by the Participant or an ESOP allocation by the Company, shall be
      credited, as of the date described in Section 5.2, with that number of units
      of
      Common Stock, and fractions thereof, obtained by dividing the dollar amount
      to
      be credited into the respective Stock Account by the Market Value of the Common
      Stock as of such date.

    


    Section
      7.2.  Transfers Between Accounts.  Except as
      otherwise provided in this Section, a Participant may direct that all or any
      portion, designated as a whole dollar amount, of the existing balance of his
      or
      her Interest or Stock Account be transferred to the other Account, effective
      as
      of (i) the date such election is made, if and only if such election is made
      prior to the close of trading on the New York Stock Exchange on a day on which
      the Common Stock is traded on the New York Stock Exchange, or (ii) if such
      election is made after the close of trading on the New York Stock Exchange
      on a
      given day or at any time on a day on which no sales of Common Stock are made
      on
      the New York Stock Exchange, then on the next business day on which the Common
      Stock is traded on the New York Stock Exchange (the date described in (i) or
      (ii), as applicable, is referred to hereinafter as the election's "Effective
      Date").

    


    Such
      election shall be made in the manner specified by the Committee or its
      authorized designee; provided however, that a Section 16 Insider may only elect
      to transfer between his or her Accounts if he or she has made no election within
      the previous six months to effect an "opposite way" fund-switching (i.e.,
      transfer out versus transfer in) transfer into or out of the Stock Account
      or
      the Eastman Stock Funds of the Eastman Investment and Employee Stock Ownership
      Plan, or any other "opposite way" intra-plan transfer or plan distribution
      involving a Company equity securities fund which constitutes a "Discretionary
      Transaction" as defined in Rule 16b-3 under the Exchange Act.
 A Participant's election to transfer less than all of the
      funds in his or her Interest Accounts to his or her Stock Accounts shall be
      applied pro rata to the Interest Account in the Participant's EDCP
      Account..  The same procedure shall be followed if the Participant
      elects to transfer less than all of the funds in his or her Stock Accounts
      to
      his or her Interest Accounts.

    


    In
      addition, and notwithstanding the foregoing, a Section 16 Insider's Deferrable
      Amount that is initially allocated to his or her Interest Account as provided
      in
      Section 5.2, shall be transferred, following such initial allocation, from
      the
      Participant's Interest Account to his or her Stock Account in the manner
      provided in Section 5.2.

    


    Section
      7.3.  Transfer Into the Stock Account.  If a
      Participant elects pursuant to Section 7.2 to transfer an amount from his or
      her
      Interest Accounts to his or her


    
      
        
        

      

      
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    Stock
      Accounts, then, effective as of the election's Effective Date, his or her Stock
      Accounts shall be credited with that number of units of Common Stock; and
      fractions thereof, obtained by dividing the dollar amount elected to be
      transferred by the Market Value of the Common Stock on the Valuation Date
      immediately preceding the election's Effective Date; and (ii) his or her
      Interest Accounts shall be reduced by the amount elected to be
      transferred.

    


    Section
      7.4.  Transfer Out of the Stock Account.  If a
      Participant elects pursuant to Section 7.2 to transfer an amount from his or
      her
      Stock Accounts to his or her Interest Account, effective as of the election's
      Effective Date; (i) his or her Interest Accounts shall be credited with a dollar
      amount equal to the amount obtained by multiplying the number of units to be
      transferred by the Market Value of the Common Stock on the Valuation Date
      immediately preceding the election's Effective Date; and (ii) his or her Stock
      Accounts shall be reduced by the number of units elected to be
      transferred.

    


    Section
      7.5.  Dividend Equivalents.  Effective as of the
      payment date for each cash dividend on the Common Stock, the Stock Accounts
      of
      each Participant who had a balance in his or her Stock Accounts on the record
      date for such dividend shall be credited with a number of units of Common Stock,
      and fractions thereof, obtained by dividing (i) the aggregate dollar amount
      of
      such cash dividend payable in respect of such Participant's Stock Accounts
      (determined by multiplying the dollar value of the dividend paid upon a single
      share of Common Stock by the number of units of Common Stock held in the
      Participant's Stock Accounts on the record date for such dividend); by (ii)
      the
      Market Value of the Common Stock on the Valuation Date immediately preceding
      the
      payment date for such cash dividend.

    


    Section
      7.6.  Stock Dividends.  Effective as of the
      payment date for each stock dividend on the Common Stock, additional units
      of
      Common Stock shall be credited to the Stock Accounts of each Participant who
      had
      a balance in his or her Stock Accounts on the record date for such
      dividend.  The number of units that shall be credited to the Stock
      Account of such a Participant shall equal the number of shares of Common Stock
      and fractions thereof, which the Participant would have received as stock
      dividends had he or she been the owner on the record date for such stock
      dividend of the number of shares of Common Stock equal to the number of units
      credited to his or her Stock Accounts on such record date.

    


    Section
      7.7.  Recapitalization.  If, as a result of a
      recapitalization of the Company, the outstanding shares of Common Stock shall
      be
      changed into a greater number or smaller number of shares, the number of units
      credited to a Participant's Stock Accounts shall be appropriately adjusted
      on
      the same basis.

    


    Section
      7.8.  Distributions.  Amounts in respect of units
      of Common Stock may only be distributed out of the Stock Accounts by transfer
      to
      the Interest Accounts (pursuant to Sections 7.2 and 7.4 or 7.10) or withdrawal
      from the Stock Accounts


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (pursuant
      to Sections 8, 9, 10, or 19), and shall be distributed in cash.  The
      number of units to be distributed from a Participant's Stock Accounts shall
      be
      valued by multiplying the number of such units by the Market Value of the Common
      Stock as of the Valuation Date immediately preceding the date such distribution
      is to occur.  Pending the complete distribution under Section 8.2 or
      liquidation under Section 7.10 of the Stock Accounts of a Participant who has
      terminated his or her employment with the Company or any of its U.S.
      Subsidiaries, the Participant shall continue to be able to make elections
      pursuant to Sections 7.2, 7.3, and 7.4 and his or her Stock Accounts shall
      continue to be credited with additional units of Common Stock pursuant to
      Sections 7.5, 7.6,   and 7.7.

    


    Section
      7.9.  Responsibility for Investment
      Choices.  Each Participant is solely responsible for any decision
      to defer compensation into his or her EDCP Stock Account, and to retain in
      his
      or her ESOP Stock Account any amounts credited thereto, and to transfer amounts
      to and from his or her Stock Accounts. Each Participant accepts all investment
      risks entailed by such decision, including the risk of loss and a decrease
      in
      the value of the amounts he or she elects to transfer into his or her Stock
      Accounts.

    


    Section
      7.10.  No Reinvestment in Stock Accounts after Termination of
      Employment.  Once a Participant has had a Termination of
      Employment with the Company and all of its U.S. Subsidiaries, a Participant
      may,
      until his Account is fully distributed and pursuant to the rules of this Plan,
      elect to liquidate units of the Stock Accounts and transfer such value to the
      Interest Accounts, but the Participant may not transfer any funds from the
      Interest Accounts into the Stock Accounts.  For purposes of valuing
      the units of Common Stock subject to such a transfer, the approach described
      in
      Section 7.8 shall be used.

    


    Section
      8.  Payment of Deferred Compensation.

    


    Section
      8.1.  Background.  No withdrawal may be made from
      a Participant's Accounts except as provided in this Section 8 and Sections
      9,
      10, and 19.

    


    Section
      8.2.  Manner of Payment.  Payment of a
      Participant's Account shall be made in a single lump sum or annual installments,
      as elected by the Participant pursuant to this Section 8 for each Class
      Year.  The maximum number of annual installments is
      ten.  The minimum annual installment payment permitted from the EDCP
      Account under such election (determined based on the value of the Participant's
      Accounts as of the last Valuation Date of the calendar year in which the
      Participant terminates employment, and disregarding any earnings under this
      Plan
      after such date) shall be one thousand dollars ($1,000); this minimum shall
      be
      applied by dividing by $1,000 the value of the Participant's Account as of
      the
      last Valuation Date of the calendar year in which the Participant terminates
      employment, and the result, rounded down to the next largest whole number,
      shall


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    be
      the
      maximum number of annual installments permitted.  All payments from
      the Plan shall be made in cash.

    


    Section
      8.3.  Timing of Payments.

    


    (a)           Payments
      shall commence in the year elected by the Participant pursuant to this Section
      8, up through the tenth year following the year in which the Participant dies,
      becomes Disabled or has a Termination of Employment from the Company or any
      of
      its U.S. Subsidiaries, but in no event may a Participant elect to have payments
      commence later than the year the Participant reaches age 71.  Payments
      shall commence no earlier than January 1 of the year elected by the Participant
      and no later than the fifth business day in March of such year.

    


    (b)           If
      a Participant is a Specified Employee on the date of his or her Termination
      of
      Employment from the Company, and payment is due from this Plan on account of
      Termination of Employment (but not death or Disability) and  payment
      is due in a lump sum, the Participant’s right to receive such payment will be
      delayed until the earlier of the Participant’s death or the first day of the
      seventh month following the Participant’s Termination of Employment (subject to
      the exceptions specified in the Final 409A Regulations).  This Section
      8.3(b) shall not apply to any portion of the Participant’s Grandfathered
      Account.

    


    (c)           If
      a Participant is a Specified Employee on the date of his or her Termination
      of
      Employment from the Company, and payment(s) are due from this Plan on account
      of
      Termination of Employment (but not death or Disability) and payments are due
      in
      installments, the Participant’s right to begin to receive such payments will be
      delayed until the earlier of the Participant’s death or the first day of the
      seventh month following the Participant’s Termination of Employment (subject to
      the exceptions specified in the Final 409A Regulations) whereupon the
      accumulated installment payments will be paid and distributed to the Participant
      (without interest) and the normal payment schedule for any remaining installment
      payments will resume.  This Section 8.3(c) shall not apply to any
      portion of the Participant’s Grandfathered Account.

    


    


    Section
      8.4.  Valuation.   The amount of each
      payment shall be equal to the value, as of the preceding Valuation Date, of
      the
      Participant's Accounts, divided by the number of remaining payments to be
      paid.  If payment of a Participant's Accounts is to be paid in
      installments and the Participant has a balance in his or her Stock Account
      at
      the time of the payment of an installment, the amount that shall be distributed
      from his or her Stock Account shall be the amount obtained by multiplying the
      total amount of the installment determined in accordance with the immediately
      preceding sentence by the percentage obtained by dividing the balance in the
      Stock Account as of the immediately preceding Valuation Date by the total value
      of the Participant's Accounts as of such date.  Similarly, in such
      case, the amount that shall be distributed from the Participant's Interest
      Account


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    shall
      be
      the amount obtained by multiplying the total amount of the installment
      determined in accordance with the first sentence of this Section 8.4 by the
      percentage obtained by dividing the balance in the Interest Account as of the
      immediately preceding Valuation Date by the total value of the Participant's
      Accounts as of such date.

    


    Section
      8.5.  Participant Payment Elections.  Except as
      provided in Section 8.6, an election by a Participant concerning the method
      of
      payment under Section 8.2 or the commencement of payments under Section 8.3
      must
      be made at least one (1) year before the Participant's Termination of
      Employment, and must be made on forms provided by the Company.  If a
      Participant does not have a valid election in force at the time of Termination
      of Employment, then (i) if the value of his aggregate Accounts as of the last
      Valuation Date of the calendar year in which he terminates employment is less
      than ten thousand dollars ($10,000), then his Accounts shall be paid in a single
      lump sum; (ii) if the aggregate value of his Accounts as of the last Valuation
      Date of the calendar year in which he terminates employment is ten thousand
      dollars ($10,000) or more, then his Accounts shall be paid in ten (10) annual
      installments; and (iii) regardless of whether payment is made in a single lump
      sum or installments, payment shall commence by the fifth business day in March
      following the calendar year in which the Participant terminates employment
      subject to the provisions of Section 8.3(b) and Section 8.3(c) of the
      Plan.

    


    Section
      8.6.Special Payment Election Rules.

    


    (a)           Notwithstanding
      Sections 8.2, 8.3, and 8.5, if a Participant terminates employment less than
      one
      (1) year after the date he first becomes eligible to participate in this Plan,
      then an election made by the Participant under this Section 8 no later than
      thirty (30) days after the date he first becomes eligible to participate in
      this
      Plan shall be valid.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    
      	
              (b)

            	
              The
                timing of a distribution of a Participant’s Non-Grandfathered Account may
                not be accelerated, except in the event of an Unforeseeable Emergency
                or
                other permissible acceleration of distribution under Treas. Reg.
                Section
                1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts
                of
                interest), (j)(4)(vi) (payment of employment taxes), (j)(4)(vii)
                (payment
                upon income inclusion under Section 409A), (j)(4)(ix) (plan terminations
                and liquidation), (j)(4)(xi) (payment of state, local or foreign
                taxes),
                (j)(4)(xiii) (certain offsets) and (i)(4)(xiv) (bona fide
                disputes).  Any change which delays the timing of distributions
                or changes the form of distributions from a Participant’s
                Non-Grandfathered Account may only be made by a written agreement
                signed
                by the Company's Vice President, Human Resources and the Participant
                and
                only if the following requirements are
                met:

            


    

     

    (i)   Any
      election to
      change the time and form of distribution may nottake effect until at least
      12
      months after the date on which the election ismade;

     

    (ii)  Other
      than in the event
      of death, the first payment with respect tosuch election must be deferred for
      a
      period of at least 5 years from the datesuch paymentotherwise would have been
      made; and

     

    (iii)  Any
      election related to a payment to be made at a specified time may not be made
      less than 12 months prior to the date of the first scheduled
      payment.

     

    Section
      9.  Payment of Deferred Compensation After
      Death.  If a Participant dies prior to complete payment of his or
      her Accounts, the balance of such Accounts, valued as of the Valuation Date
      immediately preceding the date payment is made, shall be paid in a single,
      lump
      sum Payment to:  (i) the beneficiary or contingent beneficiary
      designated by the Participant in accordance with procedures established by
      Global Benefits, or  the absence of a valid designation of a
      beneficiary or contingent beneficiary, (ii) the Participant's estate within
      30
      days after appointment of a legal representative of the deceased
      Participant.

    


    Section
      10.  Acceleration of Payment for Hardship or Unforeseeable
      Emergency.

    


    Section
      10.1.                                Hardship
      or Unforeseeable Emergency.  Hardship distributions shall be limited
      to amounts in a Participant’s Grandfathered Account and distributions for an
      Unforeseeable Emergency shall be limited to amounts in a Participant’s
      Non-Grandfathered Account. Upon written approval from the Company's Vice
      President, Human Resources, with respect to Participants other than executive
      officers of the Company, and by the Compensation Committee, with respect to
      Participants who are executive officers of the Company, and subject to the
      restrictions in the next two sentences, a Participant, whether or not he or
      she
      is still employed by the Company or any of its U.S. Subsidiaries, may be
      permitted to receive all or part of his or her Accounts if the Company's
      Vice


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    President,
      Human Resources, or the Compensation Committee, as applicable, determines that
      the Participant has suffered a Hardship or Unforeseeable
      Emergency.  The amount distributed may not exceed the amount necessary
      to satisfy the Hardship or Unforeseeable Emergency plus amounts necessary to
      pay
      taxes reasonably anticipated as a result of the distribution, after taking
      into
      account the extent to which such Hardship or Unforeseeable Emergency is or
      may
      be relieved through reimbursement or compensation by insurance or otherwise
      by
      liquidation of the Participant’s assets (to the extent the liquidation of such
      assets would not itself cause severe financial hardship).

    


    Section
      10.2.                                Other
      Payments.  Any participant in the Plan may at his or her
      discretion withdraw at any time all or part of that person's Grandfathered
      Account Balance under the Plan; provided, if this option is exercised the
      individual will forfeit to the Corporation 10% of his or her aggregate
      Grandfathered Account Balance, and will not be permitted to make deferrals
      to or
      receive ESOP or RSC allocations under this plan for a period of 36 months
      beginning on the first day of the plan year following the plan year which
      includes the date any payment to a Participant is made under this
      section.

    


    Section
      10.3.                                Accelerated
      Payment. If under the Eastman Executive Deferred Compensation Plan one-half
      or more of the Participants with a Grandfathered Account, or one-fifth or more
      of the Participants with a Grandfathered Account with one-half or more of the
      value of all benefits owed exercise their option for immediate distribution
      in
      any consecutive six-month period, this will trigger immediate payment to all
      Participants of all benefits owed under the terms of the Plan from Grandfathered
      Accounts, immediate payout under this section will not involve reduction of
      the
      amounts paid to Participants as set forth in section 10.2.  Any
      individual that has been penalized in this six-month period for electing
      immediate withdrawal will be paid that penalty, and continuing participation
      will be allowed, if payout to all Participants under this section
      occurs.  Solely for purposes of this Section 10.3, “benefits” shall
      refer to amounts held in Grandfathered Accounts under the Plan.

    


    Section
      10.4.                                Section
      16 Insiders.  A Section 16 Insider may only receive a withdrawal
      from his or her Stock Account pursuant to this Section 10 if he or she has
      made
      no election within the previous six months to effect a fund-switching transfer
      into the Stock Account or the Eastman Stock Fund of the Eastman Investment
      Plan
      or any other "opposite way" intra-plan transfer into a Company equity securities
      fund which constitutes a "Discretionary Transaction" as defined in Rule 16b-3
      under the Exchange Act.  If such a distribution occurs while the
      Participant is employed by the Company or any of its U.S. Subsidiaries, any
      election to defer compensation for the year in which the Participant receives
      a
      withdrawal shall be ineffective as to compensation earned for the pay period
      following the pay period during which the withdrawal is made and thereafter
      for
      the remainder of such year and shall be ineffective as to any other compensation
      elected to be deferred for such year.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Section
      10.5.                                EDCP
      Elections.  A Participant's election to withdraw less than all of
      the funds in his or her Account under Sections 10.1 or 10.2 above shall be
      applied pro rata to all of the Participant's sub-accounts under the Plan (i.e.,
      to the two investment accounts under the EDCP Account.

    


    Section
      11.  Non-Competition and Non-Disclosure Provision.
      Participant will not, without the written consent of the Company, either during
      his or her employment by Company or any of its U.S. Subsidiaries or thereafter,
      disclose to anyone or make use of any confidential information which he or
      she
      has acquired during his or her employment relating to any of the business of
      the
      Company or any of its subsidiaries, except as such disclosure or use may be
      required in connection with his or her work as an employee of Company or any
      of
      its U.S. Subsidiaries.  During Participant's employment by the Company
      or any of its U.S. Subsidiaries, and for a period of two years after the
      termination of such employment, he or she will not, without the written consent
      of the Company, either as principal, agent, consultant, employee or otherwise,
      engage in any work or other activity in competition with the Company in the
      field or fields in which he or she has worked for the Company or any of its
      U.S.
      Subsidiaries.  The agreement in this Section 11 applies separately in
      the United States and in other countries but only to the extent that its
      application shall be reasonably necessary for the protection of the Company.
      If
      the Participant does not comply with the terms of this Section 11, the Company's
      Vice President, Total Rewards, with respect to Participants other than executive
      officers of the Company, or the Compensation Committee, with respect to
      executive officers of the Company may, in his or its sole discretion, direct
      the
      Company to pay to the Participant the balance credited to the portion of his
      or
      her Interest Accounts and/or Stock Accounts that consists of the Grandfathered
      Account portion.

    


    Section
      12.  Participant's Rights Unsecured.  The
      benefits payable under this Plan shall be paid by the Company each year out
      of
      its general assets.  To the extent a Participant acquires the right to
      receive a payment under this Plan, such right shall be no greater than that
      of
      an unsecured general creditor of the Company.  No amount payable under
      this Plan may be assigned, transferred, encumbered or subject to any legal
      process for the payment of any claim against a Participant.  No
      Participant shall have the right to exercise any of the rights or privileges
      of
      a shareowner with respect to the units credited to his or her Stock
      Accounts.

    


    Section
      13.  No Right to Continued Employment. Participation in the
      Plan shall not give any employee any right to remain in the employ of the
      Company or any of its U.S. Subsidiaries.  The Company and each
      employer U S. Subsidiary reserve the right to terminate any Participant at
      any
      time.

    


    Section
      14.  Statement of Account. Statements will be made
      available no less frequently than annually to each Participant or his or her
      estate showing the value of the Participant's Accounts.

    


    Section
      15.  Deductions. The Company will withhold to the extent
      required by law an applicable income and other taxes from amounts deferred
      or
      paid under the Plan.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Section
      16.  Administration.

    


    Section
      16.1.  Responsibility.  Except as expressly
      provided otherwise herein, the Compensation Committee shall have total and
      exclusive responsibility to control, operate, manage and administer the Plan
      in
      accordance with its terms.

    


    Section
      16.2.  Authority of the Compensation
      Committee.  The Compensation Committee shall have all the
      authority that may be necessary or helpful to enable it to discharge its
      responsibilities with respect to the Plan.  Without limiting the
      generality of the preceding sentence, the Compensation Committee shall have
      the
      exclusive right to interpret the Plan, to determine eligibility for
      participation in the Plan, to decide all questions concerning eligibility for
      and the amount of benefits payable under the Plan, to construe any ambiguous
      provision of the Plan, to correct any default, to supply any omission, to
      reconcile any inconsistency, and to decide any and all questions arising in
      the
      administration, interpretation, and application of the Plan.

    


    Section
      16.3.  Discretionary Authority.  The Compensation
      Committee shall have full discretionary authority in all matters related to
      the
      discharge of its responsibilities and the exercise of its authority under the
      Plan including, without limitation, its construction of the terms of the Plan
      and its determination of eligibility for participation and benefits under the
      Plan.  It is the intent that the decisions of the Compensation
      Committee and its action with respect to the Plan shall be final and binding
      upon all persons having or claiming to have any right or interest in or under
      the Plan and that no such decision or action shall be modified upon judicial
      review unless such decision or action is proven to be arbitrary or
      capricious.

    


    Section
      16.4.  Authority of Vice President Total
      Rewards.  Where expressly provided for under Sections 8, 10 and
      11, the authority of the Compensation Committee is delegated to the Company's
      Vice President, Human Resources, and to that extent the provisions of Section
      16.1 through 16.3 above shall be deemed to apply to such Vice
      President.

    


    Section
      16.5.  Delegation of Authority.  The Compensation
      Committee may provide additional delegation of some or all of its authority
      under the Plan to any person or persons provided that any such delegation be
      in
      writing.

    


    Section
      17.  Amendment.  The Board may suspend or
      terminate the Plan at any time.  Notwithstanding the foregoing,
      termination with respect to the portion of the Plan that includes the
      Non-Grandfathered Accounts must comply with the requirements of Treas. Reg.
      Section 1.409A-3(j)(4)(ix).  In addition, the Board may, from time to
      time, amend the Plan in any manner without shareowner approval; provided
      however, that the Board may condition any amendment on the approval of
      shareowners if such approval is necessary or advisable with respect to tax,
      securities, or other applicable laws. However, no amendment, modification,
      or
      termination shall, without the consent of a Participant,


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    adversely
      affect such Participant's accruals in his or her Accounts as of the date of
      such
      amendment, modification, or termination.

    


    Section
      18.  Governing Law. The Plan shall be construed, governed
      and enforced in accordance with the law of Tennessee, except as such laws are
      preempted by applicable federal law.

    


    Section
      19.  Change in Control.

    


    Section
      19.1.  Background.  The terms of this Section 19
      shall immediately become operative, without further action or consent by any
      person or entity, upon a Change in Control, and once operative shall supersede
      and control over any other provisions of this Plan.

    


    Section
      19.2.  Amendment On or After Change in
      Control.  On or after a Change in Control, no action, including,
      but not by way of limitation, the amendment, suspension or termination of the
      Plan, shall be taken which would affect the rights of any Participant or the
      operation of this Plan with respect to the balance in the Participant's Accounts
      without the written consent of the Participant, or, if the Participant is
      deceased, the Participant's beneficiary under this Plan (if any).

    


    Section
      19.3.                                Attorney
      Fees.  The Company shall pay all reasonable legal fees and related
      expenses incurred by a Participant in seeking to obtain or enforce any payment,
      benefit or right such participant may be entitled to under the Plan after a
      Change in Control; provided, however, the Participant shall be required to
      repay
      any such amounts to the Company to the extent a court of competent jurisdiction
      issues a final and non-appealable order setting forth the determination that
      the
      position taken by the Participant was frivolous or advanced in bad
      faith.  For purposes of this Section 19.3, the legal fees and related
      expenses must be incurred by the Participant within 5 years of the date the
      Change in Control occurs.  All reimbursements must be paid to the
      Participant by the Company no later than the end of the tax year following
      the
      tax year in which the expense is incurred.

    


    Section
      20.  Compliance with SEC Regulations.  It is the
      Company's intent that the Plan comply in all respects with Rule 16b-3 of the
      Exchange Act, and any regulations promulgated thereunder.  If any
      provision of the Plan is found not to be in compliance with such rule, the
      provision shall be deemed null and void. All transactions under the Plan,
      including, but not by way of limitation, a Participant's election to defer
      compensation under Section 7 and withdrawals in the event of a Hardship or
      Unforeseeable Emergency under Section 10, shall be executed in accordance with
      the requirements of Section 16 of the Exchange Act, as amended and any
      regulations promulgated thereunder.  To the extent that any of the
      provisions contained herein do not conform with Rule 16b-3 of the Exchange
      Act
      or any amendments thereto or any successor regulation, then the Committee may
      make such modifications so as to conform the Plan to the Rule's
      requirements.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Section
      21.  Successors and Assigns. This Plan shall be binding
      upon the successors and assigns of the parties hereto.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      A

    


    


    Name
      of
      Subsidiary                                                                                   Effective
      Date

    


    Holston
      Defense
      Corporation                                                                                     January
      1, 1994

    


    
      	
               

            	
              McWhorter
                Technologies, Inc.

            	
              Effective
                as of the date of acquisition by the Company, with respect to signing
                and
                retention bonuses, and effective as of January 1, 2001, with respect
                to
                other deferrable amounts

            


    

    


    Eastman
      Chemical Resins,
      Inc.                                                                           July
      1, 2001

    


    Eastman
      Chemical
      Technology                                                                          [date]
      [confirm]

    Corporation

    


    Eastman
      Ethylene
      Polymers                                                                               [date][confirm]

    Company

    


    Eastman
      Gasification
      Services                                                                           [date]
      [confirm]

    Company

    


    Eastman
      SE,
      Inc.                                                                                   [date]
      [confirm]


    
      
        
        

      

      
        19