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                                                                 Exhibit 10.1(f)

                            POLAROID HOLDING COMPANY

                             2004 STOCK OPTION PLAN

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                            POLAROID HOLDING COMPANY

                             2004 STOCK OPTION PLAN

1.     PURPOSE OF THE PLAN

       The purpose of the Plan is to promote the interests of the Company by
attracting and retaining valued employees and directors motivating these
individuals to exercise their best efforts on our behalf, and encouraging
ownership of the Company's stock by its employees and directors.

2.     DEFINITIONS

       2.1.   "Administrator" means the Board or a committee of the Board
              designated by the Board to administer the Plan under Section 4.

       2.2.   "Approved Sale or Other Corporate Transaction" means

              (i)    an Approved Sale as that term is defined in the Securities
                     Holders Agreement; or

              (ii)   a transaction(s) the result of which is that the Company is
                     or will be

                     (1)    consolidated with or otherwise combined with or
                            acquired by a person or entity;

                     (2)    merged with or into another corporation;

                     (3)    sold in a sale of all or substantially all of its
                            assets; or

                     (4)    reorganized in a divisive reorganization,
                            liquidated, wound up or dissolved, including a
                            partial liquidation,

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

       2.4.   "Cause:"

              (i)    when used in connection with the termination of an
                     Employee's employment with the Company or a majority-owned
                     direct or indirect subsidiary of the Company, means

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                     (1)    willful fraud or dishonesty in connection with such
                            Employee's performance of his or her job duties that
                            results in material harm to the Company and/or its
                            subsidiaries,

                     (2)    the failure by such Employee to substantially
                            perform his or her job duties that results in
                            material harm to the Company and/or its
                            subsidiaries,

                     (3)    the conviction for, or plea of nolo contendere to, a
                            charge of commission of a felony involving moral
                            turpitude, or that can reasonably be expected to
                            cause material harm to the Company or its
                            reputation, or material harm to any of the Company's
                            subsidiaries or any of their reputations, or to
                            materially impair such Employee's ability to perform
                            his or her job duties, or

                     (4)    the material breach by the Employee of the terms of
                            the Employee's Option Agreement or of the terms of
                            the Securities Holders Agreement.

              (ii)   when used in connection with a Director's removal as a
                     member of the Board of Directors, means

                     (1)    the breach by such Director of his or her fiduciary
                            duties as a director of the Company;

                     (2)    the failure by such Director to substantially
                            perform his or her duties as a director of the
                            Company that results in material harm to the Company
                            and/or its subsidiaries;

                     (3)    the conviction for, or plea of NOLO CONTENDERE to, a
                            charge of commission of a felony involving moral
                            turpitude, or that can reasonably be expected to
                            cause material harm to the Company or its
                            reputation, or material harm to any of the Company's
                            subsidiaries or any of their reputations, or to
                            materially impair such

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                            Director's ability to perform his or her duties as a
                            director of the Company; or

                     (4)    the material breach by the Director of the terms of
                            the Director's Option Agreement or of the terms of
                            the Securities Holders Agreement.

       2.5.   "Code" means the Internal Revenue Code of 1986, as amended.

       2.6.   "Common Stock" means the common stock of the Company, par value
              $.001 per share, or such other class or kind of shares or other
              securities resulting from the application of Section 7.

       2.7.   "Company" means Polaroid Holding Company, a Delaware corporation,
              or any successor corporation.

       2.8.   "Director" means any member of the Company's Board of Directors
              who is not also an Employee.

       2.9.   "Employee" means any individual who is an employee of the Company
              or of any Subsidiary or any Affiliate (as defined in the
              Securities Holders Agreement) of the Company selected by the Board
              to participate in this Plan.

       2.10.  "Fair Market Value" of the Common Stock means, on any given date:

              (i)    if the Common Stock is listed on a national or regional
                     stock exchange or exchanges (each an "exchange"), the mean
                     between the highest and lowest prices of actual sales of
                     Common Stock on the principal exchange on which it is
                     traded on such date, or if no sale was made on such date on
                     such principal exchange, on the last preceding day on which
                     the Common Stock was traded;

              (ii)   if the Common Stock is not then listed on an exchange, but
                     is quoted on NASDAQ, the mean between the closing bid and
                     asked prices per share for the Common Stock as quoted on
                     NASDAQ on such date;

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              (iii)  if the Common Stock is not then listed on an exchange or
                     quoted on the NASDAQ, the average of the reported closing
                     bid and asked prices on the most recent date the Common
                     Stock traded in the over-the-counter market, unless (iv)
                     below applies;

              (iv)   if the Common Stock is not then listed on an exchange,
                     quoted on NASDAQ, traded in the over-the-counter market, or
                     if the Administrator, in its sole and absolute discretion,
                     determines that the average of the reported bid and asked
                     prices on the most recent date the Common Stock traded in
                     the over-the-counter market is not a reliable indication of
                     the Fair Market Value of the Common Stock, then Fair Market
                     Value shall mean the value, as determined in good faith by
                     the Administrator in its sole and absolute discretion.

              As an exception to the values stated in clauses (i), (ii) and
              (iii) above, in the event that an Employee exercises a stock
              option using cashless exercise procedures, whereby the stock is
              sold on the same day the stock option is exercised, the sale price
              of such shares is treated as the Fair Market Value on the date of
              exercise, in measuring the option compensation income.

       2.11.  "1934 Act" means the Securities Exchange Act of 1934, as amended.

       2.12.  "Non-Qualified Option" means an Option not intended to be an
              incentive stock option as defined in Section 422 of the Code.

       2.13.  "Option" means the right granted from time to time under Section 6
              of the Plan to purchase Common Stock for a specified period of
              time at a stated price.

       2.14.  "Option Shares" means shares of Common Stock issued upon exercise
              of an Option.

       2.15.  "Participant" means an individual who meets the eligibility
              criteria of Section 3 and includes all those who receive an Option
              pursuant to this Plan.

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       2.16.  "Plan" means the Polaroid Holding Company 2004 Stock Option Plan
              herein set forth, as amended from time to time.

       2.17.  "Securities Holders Agreement" means the Amended and Restated
              Securities Holders Agreement by and among Polaroid Holding
              Company, One Equity Partners LLC and the other investors named
              therein dated as of February 5, 2003, as amended from time to
              time.

       2.18.  "Subsidiary" means

              (i)    any corporation of which more than fifty percent (50%) of
                     the outstanding shares of voting stock are beneficially
                     owned directly or indirectly by the Company; and

              (ii)   shall specifically include any partnership, limited
                     liability company, limited liability partnership, or
                     limited partnership where the Company, or any combination
                     of the Company and the Subsidiaries own (calculated by
                     utilizing the constructive ownership rules of Sections
                     414(b) and 414(c) of the Code and the regulations
                     thereunder) in which 50% or more of the capital interests
                     in the partnership, limited liability company, limited
                     liability partnership, or limited partnership are directly
                     or indirectly held by the Company.

3.     ELIGIBILITY

       Any full-time Employee above Grade 6 or any Director shall be eligible to
receive a grant of Options, as determined by the Administrator in his sole
direction. No such grant shall in any way be construed as evidence that such
individual is an employee of the Company or any Affiliate.

4.     ADMINISTRATION AND IMPLEMENTATION OF PLAN

       4.1.   The Administrator shall have the authority and responsibility
              delegated to it by the Board which includes the full authority to:

              (i)    interpret and administer the Plan;

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              (ii)   act in selecting the Participants to whom Options will be
                     granted;

              (iii)  determine the times at which Options will be granted;

              (iv)   determine the amount of Options to be granted to each such
                     Participant; and

              (v)    determine the terms and conditions of Options granted under
                     the Plan and the terms of the agreements to be entered into
                     with Participants.

       4.2.   The Administrator's powers shall also include, but not be limited
              to, the power to grant Options that are transferable by the
              Participant, and to determine if an Approved Sale or other
              transaction described in Section 9 hereof is reasonably
              anticipated or has occurred.

       4.3.   The Administrator shall have the power to interpret the Plan, to
              adopt regulations for carrying out the Plan and to make changes in
              such interpretations or regulations as it shall, from time to
              time, deem advisable. Any interpretation by the Administrator of
              the terms and provisions of the Plan and the administration
              thereof, and all action taken by the Administrator, shall be
              final, binding and conclusive for all purposes and upon all
              Participants.

5.     SHARES OF STOCK SUBJECT TO THE PLAN

       5.1.   Subject to adjustment as provided in Section 7, the total number
              of shares of Common Stock available for issuance upon the exercise
              of Options under the Plan shall be 915,735 shares. Any shares
              issued hereunder may consist, in whole or in part, of authorized
              and unissued shares or treasury shares. If any such Option
              otherwise terminates without the issuance of such shares, the
              shares subject to such Option, to the extent of any such
              termination, shall again be available for grant under the Plan.

       5.2.   Any shares issued by the Company through the assumption or
              substitution of outstanding grants from an acquired company shall
              not reduce the shares available under the Plan.

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6.     OPTIONS

       6.1.   Option Grants: All Options granted under the Plan will be
              Non-Qualified Stock Options and shall be evidenced by a written
              Option Agreement setting forth the terms of the Option including
              the right to purchase a specified number of shares of Option
              Shares within a specified time period at a fixed Option Price.
              Option Agreements shall conform to the requirements of this Plan,
              and may contain such other provisions as the Administrator shall
              deem advisable.

       6.2.   Option Price: The price per share at which Option Shares may be
              purchased upon exercise of an Option shall be determined by the
              Administrator, but shall be not less than the Fair Market Value of
              a share of Common Stock on the date of grant.

       6.3.   Vesting: Shall be determined by the Administrator in its sole
              discretion.

       6.4.   Term of Options: An Option Agreement shall specify when an Option
              may be exercisable and the terms and conditions applicable
              thereto. The term of an Option shall in no event be greater than
              ten years.

       6.5.   Payment of Option Price: An Option may be exercised only for a
              whole number of shares of Common Stock. The Administrator shall
              establish the time and the manner in which an Option may be
              exercised. The Option Price received upon the exercise of an
              Option shall be paid:

              (i)    in full in cash at the time of the exercise or,

              (ii)   with the consent of the Administrator, in whole or in part
                     in shares of Common Stock held by the Participant for at
                     least six months valued at Fair Market Value on the date of
                     exercise.

       6.6.   Termination: If a Participant ceases to be an Employee, Director
              or otherwise eligible for any reason other than Cause, any
              unexercised Option (to the extent not cancelled or cancelable
              under Article 9) granted to the Participant may thereafter be
              exercised by the Participant (or, where appropriate, the
              Participant's transferee or legal representative), to the extent
              it was exercisable at the time of termination

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              or on such accelerated basis as the Administrator may determine at
              or after grant, for a period of 90 days from the date of such
              termination or until the expiration of the stated term of the
              Option, whichever period is shorter. If a Participant ceases to be
              an Employee, Director or otherwise eligible by reason of a
              termination for Cause, any unexercised Option shall be immediately
              cancelled and may not be exercised by the Participant.

       6.7    Maximum Option: No Employee may be granted, during any one
              calendar year period, an Option for more than 150,000 shares of
              Restricted Common Stock.

7.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

       In the event of a reorganization, recapitalization, stock split,
spin-off, split-off, split-up, stock dividend, issuance of stock rights,
combination of shares, merger, consolidation or any other change in the
corporate structure of the Company affecting Common Stock, or any distribution
to stockholders other than a cash dividend, the Administrator shall make
appropriate adjustment in the number and kind of shares authorized by the Plan
and any other adjustments to outstanding Options as it determines appropriate.
No fractional shares of Common Stock shall be issued pursuant to such an
adjustment. The Fair Market Value of any fractional shares resulting from
adjustments pursuant to this Section shall, in the Administrator's sole and
absolute discretion, be applied to appropriately adjust the exercise price of
the outstanding Option or, at the time the Option is fully exercised, may be
paid in cash. The determinations and adjustments made by the Administrator
pursuant to this Section 7 shall be conclusive.

8.     SECURITIES HOLDERS AGREEMENT Each Participant granted an Option shall be
bound by the Securities Holders Agreement to the same extent as a "Management
Investor" as that term is defined therein. The Option Agreement shall contain
the provisions set forth below and the Option and the Option Shares shall be
treated as "Securities" and, in the case of the Option Shares, "Common Stock,"
thereunder; provided that for the purposes of the application of Section 4.3 of
the Securities Holders Agreement to such Participant both before and after any
Option is exercised:

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       8.1.   the "Termination Date" shall mean the date such Participant ceased
              to be an Employee, Director or other eligible Holder;

       8.2.   the Option Shares shall be treated as "Incentive Securities;"

       8.3.   the Option Shares shall be deemed to be Vested Shares; and

       8.4.   any Option Shares issued under this Plan shall bear the legends
              set forth in Section 1.2 (or any applicable successor provisions)
              of the Securities Holders Agreement.

9.     APPROVED SALES AND OTHER CORPORATE TRANSACTIONS.

       9.1.   In the event of an Approved Sale or Other Corporate Transaction
              or, in the sole and absolute discretion of the Board or if
              applicable the Administrator, in reasonable anticipation of an
              Approved Sale or Other Corporate Transaction, the Board, or if the
              Board has delegated the requisite authority to the Administrator,
              the Administrator, at its election, may, but shall not be required
              to, take any of the following actions:

              (i)    accelerate the vesting of all outstanding Options issued
                     under the Plan that remain unvested;

              (ii)   terminate any Option immediately prior to the date of any
                     such transaction, provided that the Optionee shall have
                     been given at least seven days written notice of such
                     transaction and of the Board's or, as applicable, the
                     Administrator's intention to cancel the Option with respect
                     to all shares for which the Option remains unexercised;

              (iii)  cancel the Option with respect to all shares for which the
                     Option remains unexercised in exchange for a payment in
                     cash of an amount equal to the value of such unexercised
                     Option. If the Fair Market Value of the shares subject to
                     the Option is less than the Option exercise price, the
                     Option shall be deemed to have no value and shall be
                     canceled with no further payment due the Participant;

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              (iv)   require that the Option be assumed by the successor
                     corporation or that stock options of the successor
                     corporation with equivalent value be substituted for such
                     Option; or

              (v)    take such other action as the Board or the Administrator,
                     as applicable, shall determine to be reasonable under the
                     circumstances to permit the Optionee to realize the value
                     of the Option.

       9.2.   The application of the foregoing provisions, including, without
              limitation, the issuance of any substitute stock options, shall be
              determined in good faith by the Board or, if applicable, the
              Administrator in its sole and absolute discretion. Any adjustment
              may provide for the elimination of fractional shares. In taking
              any action described above, the Board or the Administrator, as
              applicable, may in its discretion determine:

              (i)    the Fair Market Value of Common Stock on the basis of the
                     fair market value of the consideration to be received in
                     the Approved Sale or the merger, consolidation,
                     combination, sale, reorganization or liquidation; and

              (ii)   that the value of an Option equals the excess of the fair
                     market value of the consideration to be received in an
                     Approved Sale or Other Corporate Transaction had the Option
                     been exercised with respect to such shares immediately
                     prior thereto, over the Option exercise price of such
                     Option, or such lesser amount as the Board or the
                     Administrator, as applicable, may determine, including, in
                     the case of an unvested Option, or portion thereof,
                     determining a value of zero.

10.    EFFECTIVE DATE, TERMINATION AND AMENDMENT

       10.1.  The Plan, contingent upon approval of the Company's stockholders
              entitled to vote thereon shall become effective on January 1,
              2004.

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       10.2.  The Plan shall remain in full force and effect until the earlier
              of five years from the date of its adoption by the Board, or the
              date it is terminated by the Board.

       10.3.  The Board shall have the power to amend, suspend or terminate the
              Plan at any time, provided that no amendment shall be made without
              stockholder approval that shall:

              (i)    increase (except as provided in Section 7) the total number
                     of shares available for issuance pursuant to the Plan;

              (ii)   change the class of individuals eligible to be
                     Participants; or

              (iii)  change the provisions of this Section 10.

              Termination of the Plan pursuant to this Section 10 shall not
              affect Options outstanding under the Plan at the time of
              termination.

11.    NON-TRANSFERABILITY

       Options may not be pledged, assigned or transferred for any reason other
than by will or by operation of the laws of descent and distribution following a
Participant's death, and any attempt to do so shall be void and the relevant
Option shall be forfeited. Any transferee of the Participant shall, in all
cases, be subject to the provisions of the Option Agreement between the Company
and the Participant and to the Securities Holders Agreement to the same extent
as the Participant.

12.    GENERAL PROVISIONS

       12.1.  TAX WITHHOLDING. Each Participant shall be responsible for making
              appropriate provisions for all taxes, including, without
              limitation, federal, state, local or foreign income or payroll
              taxes, required by law to be withheld in connection with any
              Option or the exercise thereof, and the transfer of shares of
              Common Stock pursuant to this Plan.

       12.2.  DELIVERY OF PAYMENT. No Common Stock or other payment under this
              Plan shall be made unless the Participant entitled to such payment
              has made appropriate provisions in accordance with Section 12.1 to
              pay any required taxes. Failure by

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              a Participant to make such provision at the time of exercise of an
              Option shall constitute agreement by the Participant to have the
              Company withhold from the shares of Common Stock to be delivered
              and from any other payment otherwise to be made hereunder, that
              number of shares of Common Stock, or any other property to be
              delivered with respect thereto, that has a Fair Market Value, on
              the date of payment, equal to the Participant's tax obligation.
              Any dividend payable with respect to shares of Common Stock
              withheld by the Company pursuant to the provisions of this Section
              12.2 shall be withheld and applied to the Participant's
              withholding obligation either directly or by way of reimbursement
              to the Company for any such payment.

       12.3.  Nothing in the Plan or in any grant made pursuant to the Plan
              shall confer on any individual any right to continue in the
              employ, as a director or otherwise in the service of the Company
              or its Subsidiaries or interfere in any way with the right of the
              Company or its Subsidiaries and its shareholders to terminate the
              individual's employment, directorship or other service at any
              time.

       12.4.  To the extent that Federal laws (such as the 1934 Act, the Code or
              the Employee Retirement Income Security Act of 1974) do not
              otherwise control, the Plan and all determinations made and
              actions taken pursuant hereto shall be governed by the law of the
              State of Delaware and construed accordingly.

       12.5.  Compliance with Regulations. All Common Stock certificates
              delivered under the Plan pursuant to the exercise of any Option
              shall be subject to such stock transfer orders and other
              restrictions as the Board or the Administrator may deem advisable
              under the rules, regulations, and other requirements of the
              Securities and Exchange Commission, any exchange upon which the
              Common Stock is then listed, NASDAQ and any applicable federal or
              state securities law, and the Board or the Administrator may cause
              a legend or legends to be put on any such certificates to make
              appropriate reference to such restrictions. The Company shall not
              be required to issue or deliver Common Stock under the Plan prior
              to the completion of any registration or qualification of such
              Common Stock under any

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              federal or state law, or under any ruling or regulation of any
              governmental body or national securities exchange that the Board
              or the Administrator in its sole discretion shall deem to be
              necessary or appropriate.

       12.6.  The Administrator may amend any outstanding Options to the extent
              it deems appropriate; PROVIDED, HOWEVER, except as provided in
              Section 7, no Option may be repriced, replaced, regranted through
              cancellation, or modified without stockholder approval if the
              effect would be to reduce the exercise price for the shares
              underlying the Option. The Administrator may unilaterally amend
              Options without the consent of the Participant, except in the case
              of amendments adverse to the Participant, in which case the
              Participant's consent is required to any such amendment unless the
              amendment is, as determined by the Administrator in its sole
              discretion, necessary or appropriate to discharge any of the
              Participant's obligations under this Plan or the Securities
              Holders Agreement. Notwithstanding the foregoing, nothing in this
              Section 12.6 shall be construed to limit the powers granted under
              Section 9 of the Plan.

              To record the adoption of the Plan approved by shareholders on
March 15, 2004, the Company has caused its authorized officers to affix its
corporate name and seal this 15th day of March, 2004.

                                           POLAROID HOLDING COMPANY

Witness    /s/ Louise L. Cavanaugh         By  /s/ Ronald Porter
        -----------------------------        -----------------------------------
                                             Ronald Porter
                                             Vice President, Human Resources

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