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                                                               Exhibit 10.3(d)

                                                               [POLAROID LOGO]

J. MICHAEL POCOCK                                       Polaroid Corporation
President and                                           1265 Main Street - W3-3
Chief Executive Officer                                 Waltham, MA 02451
                                                        781 386 3216
                                                        781 833 3263 / Fax
                                                        pocockm@polaroid.com

                                       April 25, 2003


Mr. Robert B. Gregerson
Seven Balsam Court
Bedford, New Hampshire  03110

Dear Bob:

On behalf of Polaroid Corporation (the "Company"), I am pleased to offer you the
position of Vice President, General Manager, Americas reporting directly to me
with a hire date to be mutually agreed, but no later than May 27, 2003.

You will receive a base salary of $12,692.00 paid bi-weekly or $330,000.00
annualized, subject to annual review. You will be eligible to participate in the
Polaroid Incentive Plan (the "PIP") for 2003 with an opportunity of 50% of your
pro rated base salary for the year if the Company achieves its target and
dependent in part on your achievement of performance goals to be set within 90
days of your hire date. In accordance with the terms of the PIP in effect for
2003, ninety percent (90%) of your PIP will be based on corporate performance
and ten percent (10%) will be based on individual performance goals. Any payment
under the 2003 PIP will be made on or before March 15, 2004. Your participation
in future years will be subject to the terms of the PIP in effect from time to
time as it may apply to officers of the Company. You will also be eligible to
participate in the Company's restricted stock purchase program. You will be
given the opportunity to purchase 30,769 shares of restricted stock (an amount
equal to 1% of the shares outstanding as of February 13, 2003) at the price and
subject to the terms and conditions in effect at the time of your award, which
will be made to you within seven (7) days of your start date. Sample agreements
governing the restricted stock purchase program are enclosed for your
information.

You will be entitled to reimbursement for documented actual and reasonable legal
expenses of up to $2,000.00 incurred by you in connection with the negotiation
of the terms of this offer letter. You will also be reimbursed for all
documented reasonable business expenses incurred during your employment in
accordance with the Company's related policies.

You will receive 112 vacation hours in 2003. Beginning in 2004, you will receive
160 hours annually while you are employed by the Company to be administered
under the


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Company's vacation policy. Vacation accrued in a calendar year must be used in
that year and may not be carried over into the following calendar year.

The Company has identified you as having critical skills necessary for the
Company to achieve its goals over the next twenty-four months. Therefore, the
Company is offering you enhanced separation benefits should we terminate your
employment for any reason other than for "Cause" prior to May 27, 2005 (see the
enclosed Addendum A).

Also enclosed is an addendum highlighting the Company benefits currently
available to all employees. A more in-depth description can be found in the
Summary Plan Description documents available on the Human Resources Web Site. TO
INITIATE BENEFITS ENROLLMENT, YOU MUST CALL THE FIDELITY BENEFITS CONNECTION AT
1-800-210-4015 WITHIN 30 DAYS OF JOINING POLAROID. In addition, as an officer of
the Company, you will be eligible to receive up to $5,000.00 per year for
documented actual financial planning and tax preparation services and to
participate in our $1,000,000.00 Term Life Insurance Policy, subject to
providing evidence of insurability. Also, you will be eligible to participate in
any long-term incentive plans that may become available to senior executives of
the Company.

Maintaining a safe and healthy work environment is an important priority at the
Company. Because it is Company policy not to hire applicants who use
unauthorized controlled substances or illegal drugs, a drug-screening test is
required. PLEASE CALL OUR HEALTH SERVICES DEPARTMENT AT (781)-386-9000 TO
ARRANGE FOR A SCREENING TEST DATE. Enclosed is a Health History questionnaire.
Please complete this form and bring it with you on the arranged date.

Before you begin employment, you will also be required to produce certain
documents for verification of your eligibility to work in the United States (as
required by the Immigration Reform and Control Act of 1986). Please see the
enclosed list for documents that comply with this request. In addition, you will
also be required to sign and deliver forms related to your employment with the
Company, including the enclosed Proprietary Information and Non-Competition
Agreement prior to the start of your employment.

By signing this letter, you represent and warrant to the Company that you are
under no contractual commitments inconsistent with your obligations to the
Company.

Your employment with the Company is "at will" and can be terminated with or
without Cause, and with or without notice, at any time, at your or the Company's
option, except as otherwise provided by law. The terms of this letter,
therefore, do not and are not intended to create an express or implied contract
of employment with the Company. No supervisor, manager, or representative of the
Company other than the Chief Executive Officer of the Company has authority to
revise this agreement and any such


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revision must be in writing and signed by the Chief Executive Officer and you in
order for it to be effective.

Please sign and return a copy of this letter using the enclosed self-addressed
envelope. You can bring the other documents with you to the Company
representative at your "sign-in" session.

This offer is contingent upon your successful completion of the drug screening
test, your execution of this letter, the Proprietary Information and
Non-Competition Agreement, and verification of your identity and eligibility to
be employed in the United States.


                                             Sincerely,

                                             /s/ J. Michael Pocock
                                             -----------------------------
                                             J. Michael Pocock

Enclosures

I have accepted the terms and conditions as outlined in this letter and
addendum.

/s/ Robert B. Gregerson                     5/1/03
-------------------------------------       -------------------
Name                                        Date


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                                                                    Addendum A

AGREEMENT FOR:    ROBERT  B. GREGERSON               DATED:  MAY 27, 2003
-------------------------------------------------------------------------------

A.   You have been identified by Polaroid Corporation (hereinafter the
     "Company") as having critical skills necessary for the Company to achieve
     its goals over the next twenty-six months. Therefore, the Company is
     offering you enhanced separation benefits should the Company terminate your
     employment for any reason other than for "Cause" (as defined below).

B.   Should the Company terminate your employment on or before July 31, 2005,
     for any reason other than for Cause, you will receive the enhanced
     separation benefits (hereinafter "Separation Benefits") summarized in
     Section C below. However, both your eligibility for and receipt of the
     Separation Benefits are contingent upon the following terms and conditions:

     1.  Your continued satisfactory employment, including your adherence to
         your obligations under the Proprietary Information and Non-Competition
         Agreement, sustained performance and, in particular, your full and
         active support of the business.

     2.  YOUR ABSOLUTE CONFIDENTIALITY CONCERNING THE EXISTENCE AND CONTENT OF
         THIS AGREEMENT, unless disclosure of it is required by law; provided,
         however, that the existence and content of this Agreement may be
         disclosed in confidence to your attorneys, and tax or financial
         consultants who also agree to maintain the existence and content of
         this Agreement in confidence.

     3.  Your execution of a full and complete general release of the Company
         and all affiliates from all claims.

C.   The Separation Benefits are as follows:

     1.  SEVERANCE PAYMENT. A Severance Payment equal to twelve months of your
         base pay in effect as of your date of termination from the Company (the
         "Termination Date"), payable in a stream of payments in accordance with
         the Company's regular payroll schedule beginning on the regular payroll
         distribution date, or as soon as reasonably practicable, following the
         Termination Date. Polaroid will also reimburse you for documented
         actual outplacement services of a mutually agreeable outplacement
         services provider, to a maximum of $15,000.00.

     2.  INCENTIVE BONUS. If you are eligible for an incentive bonus as of your
         Termination Date, you will be eligible to receive such bonus on a pro
         rata basis for the period of employment prior to your Termination Date.
         This bonus will be paid only if and when the bonus is paid to active
         employees whose participation criteria are substantially similar to
         yours and will be based exclusively on the actual performance of the
         Company and the achievement of any financial performance measurements
         established by the Company under the bonus plan. Any such payment for a
         period of less than a full year shall be prorated over the number of
         days worked.


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     3.  MEDICAL, DENTAL, LIFE INSURANCE. You will be eligible to receive twelve
         months of medical and dental insurance benefits on the same basis as
         similarly situated active employees at your level in the Company.
         Should you become eligible to receive medical and dental insurance
         coverage from another employer, however, your Company coverage will
         cease. You must promptly notify the Company as soon as your eligibility
         status changes. For medical and dental benefits, when your subsidized
         Company coverage will cease, you may be able to continue coverage under
         COBRA for any remaining COBRA period.

     4.  SURVIVOR BENEFITS. Should you become eligible to receive payments and
         benefits under this Section and die prior to receipt of all such
         payments and benefits, the residual payments shall be made to your
         beneficiary(ies). Any residual family medical and dental benefits which
         you were receiving on your date of death shall continue to the family
         members you had covered in such medical and dental plans on such date.


     You will not be entitled to any rights and claims under this Agreement if
     you (a) voluntarily leave employment for any reason; (b) are terminated for
     Cause; or (c) fail to comply with the terms of this Agreement. For purposes
     of this Agreement, "Cause" shall mean (i) willfully engaging in dishonest
     conduct or in conduct materially injurious to the Company or its business
     reputation; (ii) the willful and continual failure by you to substantially
     perform the duties assigned to you (other than any failure resulting from
     your incapacity due to physical injury or mental illness); (iii) serious
     and gross misconduct including, but not limited to, the breach of a
     material corporate or personnel policy; or (iv) commission of an act that
     constitutes a felony under the laws of the United States or any state
     thereof.

     Nothing contained in this Agreement alters any of the other terms of your
     employment. This Agreement does not obligate the Company to continue to
     employ you for any specific period of time or in any specific role or
     geographic location. You are an "at will" employee of the Company.
     Accordingly, the Company is free to terminate your employment at any time,
     and you are free to terminate your employment with the Company at any time.

     This Agreement, with the other programs and documents referenced herein,
     embodies the entire agreement between you and the Company with respect to
     the subject matter hereof. No amendment or modification of the terms of
     this Agreement shall be effective unless reduced to a written document
     signed by you and by an authorized Officer of the Company.

D.   ARBITRATION: The Company and you agree that any dispute or controversy
     between the parties shall be settled by arbitration in Boston,
     Massachusetts, administered by the American Arbitration Association, with
     any such dispute or controversy being so administered in accordance with
     its Commercial Rules then in effect. Judgment on the award rendered by the
     arbitrator may be entered in any court having jurisdiction thereof.

     (1) Arbitration shall be the sole and exclusive remedy for resolving any
     controversy, claim, or dispute of any kind between you and the Company
     including, but not limited


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     to, any dispute relating to your employment with the Company or the
     termination thereof, claims for breach of contract or breach of the
     covenant of good faith and fair dealing, infliction of emotional distress,
     defamation and any claims of discrimination, harassment or other claims
     under Title VII of the Civil Rights Act of 1964, Massachusetts General Laws
     Chapter 151B, the Age Discrimination in Employment Act, the Americans With
     Disabilities Act, the Employee Retirement Income Security Act, or any other
     federal, state or local law or regulation now in existence or hereinafter
     enacted and as amended from time to time, concerning in any way the subject
     of your employment with the Company or its termination. The only claims not
     covered by this arbitration provision are claims for benefits under
     unemployment insurance or workers' compensation laws.

     (2) The arbitrator shall have the authority to award any remedy or relief
     that a court of competent jurisdiction could order or grant, including,
     without limitation, the issuance of an injunction. However, either party
     may, without inconsistency with this arbitration provision, apply to any
     court having jurisdiction over such dispute or controversy and seek interim
     provisional, injunctive or other equitable relief until the arbitration
     award is rendered or the controversy is otherwise resolved.

     (3) Except as necessary in court proceedings to enforce this arbitration
     provision or an award rendered hereunder, or to obtain interim relief,
     neither a party nor an arbitrator may disclose the existence, content or
     results of any arbitration hereunder without your prior written consent and
     the prior written consent of the Company.

     (4) Notwithstanding any choice of law provision included in this Agreement,
     the United States Federal Arbitration Act shall govern the interpretation
     and enforcement of this arbitration provision.

     (5) YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT, BOTH THE COMPANY AND YOU
     GIVE UP RESPECTIVE RIGHTS TO A JURY TRIAL.

E.   This Agreement replaces all previous agreements relating in whole or in
     part to the same or similar matters which you may have entered into with
     the Company. It may not be modified or terminated, in whole or part, except
     in writing by the Chief Human Resources Officer of the Company. Discharge
     of your undertakings in this Agreement shall be an obligation of your
     executors, administrators or other legal representatives or assigns.

F.   You represent that, except as identified in the space below, you have no
     agreements with or obligations to others in conflict with the foregoing.


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This Agreement shall be construed and enforced in accordance with the laws of
the Commonwealth of Massachusetts, without reference to conflict of law
principles.

This Agreement shall be effective only upon the signatures of both the employee
and an authorized Officer of the Company.

The terms of this Agreement shall AUTOMATICALLY EXPIRE on July 31, 2005.

Executed for                               ACKNOWLEDGMENT AND ACCEPTANCE:
POLAROID CORPORATION                       By signing below, I acknowledge
                                           the receipt of this Agreement and
                                           agree to its terms:



By: /s/ NEAL D. GOLDMAN                    By: /s/ ROBERT B. GREGERSON
    ----------------------------               --------------------------------
    Neal D. Goldman                            Robert B. Gregerson
    Executive Vice President,                  Vice President, General Manager,
    Chief Administrative & Legal Officer       Americas

                                           Date: 5/1/03
                                                 ------------------------------