<Page>

                                                                 Exhibit 10.2(a)


To:     Polaroid Holding Corporation (the "US OBLIGORS' AGENT")
        1265 Main Street
        Waltham,
        Massachusetts 02451

Attn:   Treasurer

        Polaroid Contracting C.V. (the "FOREIGN OBLIGORS' AGENT")
        c/o PRD Management Limited and PRD Overseas Limited
        Cedar House
        41 Cedar Avenue
        Hamilton HM 11
        Bermuda

Attn:   Edward T. McCabe

                                                                   5 August 2003

                        FIFTH WAIVER AND AMENDMENT LETTER

Ladies and Gentlemen:

1       The US Obligors' Agent, Polaroid Corporation (formerly known as OEP
        Imaging Operating Corporation) ("POLAROID"), the Foreign Obligors' Agent
        and certain subsidiaries of Polaroid (collectively, the "POLAROID
        GROUP") entered into a $100 million credit agreement dated July 29, 2002
        with a group of lenders led by Citicorp USA, Inc. as Domestic
        Administrative Agent, Domestic Collateral Agent and Foreign Syndication
        Agent and Bank of America, N.A. as Foreign Administrative Agent, Foreign
        Collateral Agent (the "COLLATERAL AGENT") and Domestic Syndication Agent
        (as amended by a first waiver and amendment letter dated August 30,
        2002, second waiver and amendment letter dated March, 2003, third waiver
        and amendment letter dated April, 2003, and fourth waiver letter - in
        two parts, both dated May, 2003, and as may be amended, restated or
        supplemented from time to time, collectively the "CREDIT AGREEMENT").
        Pursuant to the terms of the Credit Agreement, the Polaroid Group
        entered into certain security arrangements in favour of the Collateral
        Agent on its own behalf and on behalf of each of the other Lenders.

2       Unless otherwise defined in this Letter, terms and expressions defined
        in (including by reference to another document) the Credit Agreement
        shall have the same meanings when used in this Letter.

3       Polaroid presented to the Collateral Agent the key objectives to be
        achieved by way of a proposed restructuring of certain of Polaroid's
        foreign subsidiaries in a presentation (the "PRESENTATION") to the
        Domestic Collateral Agent dated June 4, 2003 and to the Foreign
        Collateral Agent dated June 9, 2003.

<Page>

4       In order to achieve the objectives set forth in the presentation,
        Polaroid has requested waivers and consents to:

        4.1     the transfer of all operations and assets from Polaroid
                Contracting C.V. ("CONTRACTING CV") to Polaroid;

        4.2     the release of Contracting CV, PRD Overseas Limited ("OVERSEAS
                LTD") and PRD Management Limited ("MANAGEMENT LTD") from their
                respective obligations under the Loan Documents to which they
                are a party;

        4.3     the setting up of a new foreign cash management system as more
                particularly set out in the Presentation, the details of which
                to be agreed with the Collateral Agent;

        4.4     the cancellation of certain indebtedness owed to Contracting CV
                by subsidiaries of Polaroid which are not Loan Parties;

        4.5     the replacement of Contracting CV with Polaroid as the Foreign
                Obligors' Agent; and

        4.6     the liquidation and dissolution of Contracting CV, Overseas Ltd
                and Management Ltd.

5       Subject to paragraph 6 below, on our own behalf and on behalf of each of
        the other Lenders we confirm our agreement to the following waivers and
        consents in respect of the Credit Agreement in relation to the
        restructuring of the foreign subsidiaries in the Polaroid Group:.

        5.1     The Lenders consent to the transfer of all operations and assets
                from Contracting CV to Polaroid, PROVIDED ALWAYS THAT, you:

                5.1.1   promptly take such actions necessary or advisable to
                        grant to the Agents, for the benefit of the Secured
                        Parties, a perfected security interest (governed by the
                        applicable laws) in the assets being transferred,
                        including the filing of UCC financing statements (or its
                        equivalent) in such jurisdictions as may be required by
                        the Agents; and

                5.1.2   if requested by an Administrative Agent, deliver to such
                        Administrative Agent legal opinions as may be reasonably
                        requested relating to the matters described above, which
                        opinions shall be in form and substance, and from
                        counsel, reasonably satisfactory to such Administrative
                        Agent.

        5.2     The Lenders consent to the replacement of Contracting CV with
                Polaroid as the Foreign Obligors' Agent and, by their
                acknowledgement of this Letter, each of the Foreign Loan Parties
                also consent to such replacement.

        5.3     The Lenders consent to the liquidation and dissolution of
                Contracting CV, Overseas Ltd and Management Ltd.

        5.4     To allow for the timely dissolution of Contracting CV, Overseas
                Ltd and Management Ltd, the Lenders consent to:

<Page>

                5.4.1   the termination of the following Collateral Documents
                        and the release of the security interests granted
                        thereby:

                        (i)     the Agreement of First Priority Right of Pledge
                                of Assets, Receivables, Intercompany Receivables
                                and Bank Accounts, dated as of July 29, 2002,
                                between Contracting CV (acting by and through
                                its general partners Management Ltd and Overseas
                                Ltd), as Pledgor, and the Collateral Agent as
                                Pledgee;

                        (ii)    the Share Charge (65% Share Charge) dated as of
                                July 29, 2002 between Polaroid and the
                                Collateral Agent in relation to 65% of the
                                issued share capital of Contracting CV; and

                        (iii)   the Share Charge (100% Share Charge) dated as of
                                July 29, 2002 between Polaroid and the
                                Collateral Agent in relation to 100% of the
                                issued share capital of Contracting CV;

                5.4.2   the release of Contracting CV from its obligations as:

                        (i)     a Guarantor under the Guarantee by Polaroid
                                International B.V., Polaroid (Europe) B.V.,
                                Polaroid Trading B.V., and Contracting CV in
                                favor of the Collateral Agent dated as of July
                                29, 2002; and

                        (ii)    a Grantor under the Pledge and Security
                                Agreement dated as of July 29, 2002 amongst,
                                INTER ALIOS, Contracting CV (acting by and
                                through its general partners Management Ltd and
                                Overseas Ltd) and Citicorp USA, Inc. as
                                Administrative Agent.

        5.5     The Lenders consent to the modification of the foreign cash
                management system to allow:

                5.5.1   Polaroid to replace Contracting CV as the main operating
                        company; and

                5.5.2   Polaroid to become a party to the foreign cash
                        management system, as more particularly set out in the
                        Presentation and subject to the terms to be agreed with
                        the Collateral Agent in writing.

        5.6     The Lenders waive Section 8.16 (CANCELLATION OF INDEBTEDNESS
                OWED TO IT) of the Credit Agreement to the extent necessary to
                allow for the cancellation of indebtedness as more particularly
                set out in the Presentation to be updated for the June
                information and submitted under a separate side-letter as soon
                as the information becomes available.

        5.7     Subject to the proviso contained in this paragraph 5.7, the
                Lenders waive Section 8.3 (INVESTMENTS) of the Credit Agreement
                to the extent necessary to allow for the conversion of:

                5.7.1   debt amounting to approximately $10,448,037 owed by
                        Polaroid do Brazil Ltda ("POLAROID BRAZIL") to
                        Contracting CV into equity capital in Polaroid Brazil
                        owned by Contracting CV;

<Page>

                5.7.2   debt amounting to approximately $2,392,131 owed by
                        Polaroid de Argentina S.A. ("POLAROID ARGENTINA") to
                        Contracting CV into equity capital in Polaroid Argentina
                        owned by Contracting CV; and

                5.7.3   debt amounting to approximately $1,148,512 owed by
                        Polaroid del Peru S.A. ("POLAROID PERU") to Contracting
                        CV into equity capital in Polaroid Peru owned by
                        Contracting CV.,

                Provided That, each of Polaroid Brazil, Polaroid Argentina and
                Polaroid Peru have ceased ongoing operations and are in the
                process of being liquidated.

                The numbers contained in this paragraph 5.7 may change due to
                currency fluctuations and/or may be updated due to June closing
                by mid-July and shall be provided in a separate side-letter as
                soon as the information becomes available.

        5.8     The Lenders waive Section 8.4 (SALE OF ASSETS) of the Credit
                Agreement to the extent necessary for the equity then owned by
                Contracting CV in Polaroid Brazil, Polaroid Argentina and
                Polaroid Peru to be transferred to Polaroid; and

        5.9     The Lenders waive Section 8.5(d) (RESTRICTED PAYMENTS) of the
                Credit Agreement to the extent necessary for the repayment of
                Indebtedness under the Polaroid Commerce Loan Agreement to be
                repaid in a single transaction within one fiscal month
                regardless of amount; such payment being made directly to
                Polaroid International B.V., a Loan Party.

        5.10    To allow for the liquidation of Contracting CV, the Lenders
                consent to the repayment of intercompany loans being made from
                Contracting CV to Non-Loan Parties as contemplated in the
                Presentation PROVIDED THAT that such Non-Loan Parties shall, as
                promptly as practicable, directly or indirectly, through an
                intercompany loan, transfer such moneys repaid to it by
                Contracting CV to a pledged bank account of a Loan Party less
                such amounts as may be required for such reasonable expenses
                resulting from such transfer of moneys.

6       The waivers and consents above given on our own behalf and on behalf of
        each of the other Lenders are subject to the payment by Polaroid of a
        waiver fee of $40,000 which Polaroid shall pay to the Foreign
        Administrative Agent in such manner and to such account as the Foreign
        Administration Agent shall deem fit.

7       On our own behalf and on behalf of each of the other Lenders, we set out
        the following amendments to be made to the Credit Agreement:

        7.1     The following definitions shall be inserted in the correct
                alphabetical order in Section 1.1 (DEFINED TERMS) of the Credit
                Agreement:

                "AGENT AFFILIATE" has the meaning specified in Section 10.2A(c)
                (POSTING OF APPROVED ELECTRONIC COMMUNICATIONS).

                "APPROVED ELECTRONIC COMMUNICATIONS" means each notice, demand,
                communication, information, document and other material that any
                Loan Party is obligated to, or otherwise chooses to, provide to
                the Administrative Agents pursuant to any Loan Document or the
                transactions contemplated therein,

<Page>

                including (a) any supplement to the Guaranty, any joinder to the
                Pledge and Security Agreement and any other written Contractual
                Obligation delivered or required to be delivered in respect of
                any Loan Document or the transactions contemplated therein and
                (b) any Financial Statement, financial and other report, notice,
                request, certificate and other information material; provided,
                however, that, "Approved Electronic Communication" shall exclude
                (i) any Notice of Borrowing, Letter of Credit Request, Swing
                Loan Request, Notice of Conversion/Continuation, and any other
                notice, demand, communication, information, document and other
                material relating to a request for a new, or a conversion of an
                existing, Borrowing, (ii) any notice pursuant to Section 2.8
                (OPTIONAL PREPAYMENTS) and Section 2.9 (MANDATORY PREPAYMENTS)
                and any other notice relating to the payment of any principal or
                other amount due under any Loan Document prior to the scheduled
                date therefor, (iii) all notices of any Default or Event of
                Default and (iv) any notice, demand, communication, information,
                document and other material required to be delivered to satisfy
                any of the conditions set forth in Article III (CONDITIONS TO
                LOANS AND LETTERS OF CREDIT) or Section 2.4(a) (LETTERS OF
                CREDIT) or any other condition to any Borrowing or other
                extension of credit hereunder or any condition precedent to the
                effectiveness of this Agreement.

        7.2     Article X (THE ADMINISTRATIVE AGENTS) of the Credit Agreement
                shall be amended by inserting the following Section 10.2A
                immediately after Section 10.2 (ADMINISTRATIVE AGENT'S RELIANCE,
                ETC.):

                SECTION 10.2A POSTING OF APPROVED ELECTRONIC COMMUNICATIONS

                (a)     Each of the Lenders, the Issuers, the Company and the
                Borrowers agree, and the Obligors' Agent shall cause each
                Subsidiary Guarantor to agree, that the Administrative Agents
                may, but shall not be obligated to, make the Approved Electronic
                Communications available to the Lenders and Issuers by posting
                such Approved Electronic Communications on "e-Disclosure", the
                Foreign Administrative Agent's internet delivery system that is
                part of Fixed Income Direct, Citigroup Global Fixed Income's
                primary web portal, IntraLinks(TM) or a successor electronic
                platform chosen by either Administrative Agent to be its
                internet delivery system (the "APPROVED ELECTRONIC PLATFORM").

                (b)     Although the Approved Electronic Platform and its
                primary web portal are secured with generally-applicable
                security procedures and policies implemented or modified by the
                relevant Administrative Agent from time to time (including, as
                of the Closing Date, a dual firewall and a User ID/Password
                Authorization System) and the Approved Electronic Platform is
                secured through a single-user-per-deal authorization method
                whereby each user may access the Approved Electronic Platform
                only on a deal-by-deal basis, each of the Lenders, the Issuers,
                the Company and the Borrowers acknowledges and agrees, and the
                Obligors' Agent shall cause each Subsidiary Guarantor to
                acknowledge and agree, that the distribution of material through
                an electronic medium is not necessarily secure and that there
                are confidentiality and other risks associated with such
                distribution. In consideration for the convenience and other
                benefits afforded by such distribution and for the other
                consideration provided hereunder, the receipt and

<Page>

                sufficiency of which is hereby acknowledged, each of the
                Lenders, the Issuers, the Company and the Borrowers hereby
                approves, and the Obligors' Agent shall cause each Subsidiary
                Guarantor to approve, distribution of the Approved Electronic
                Communications through the Approved Electronic Platform and
                understands and assumes, and the Obligors' Agent shall cause
                each Subsidiary Guarantor to understand and assume, the risks of
                such distribution.

                (c)     THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
                ELECTRONIC PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE".
                NONE OF THE ADMINISTRATIVE AGENTS OR ANY OF THEIR RESPECTIVE
                AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
                EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (THE "AGENT
                AFFILIATES") WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF
                THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
                ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR
                ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS
                AND THE APPROVED ELECTRONIC PLATFORM OTHER THEN THOSE CAUSED BY
                GROSS NEGLIGENCE OR WILFUL MISCONDUCT. NO WARRANTY OF ANY KIND,
                EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION,
                ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
                PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
                VIRUSES OR OTHER CODE DEFECTS) IS MADE BY THE AGENT AFFILIATES
                IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE
                APPROVED ELECTRONIC PLATFORM.

                (d)     Each of the Lenders, the Issuers, the Company and the
                Borrowers agree, and the Obligors' Agent shall cause each
                Subsidiary Guarantor to agree, that the relevant Administrative
                Agent may, but (except as may be required by applicable law)
                shall not be obligated to, store the Approved Electronic
                Communications on the Approved Electronic Platform in accordance
                with such Administrative Agent's generally-applicable document
                retention procedures and policies.

        7.3     Section 11.8 (NOTICES, ETC.) of the Credit Agreement shall be
                amended and restated in its entirety as follows:

                Section 11.8  Notices, Etc.

                (a)     All notices, demands, requests and other communications
                provided for in this Agreement shall be given in writing, or by
                any telecommunication device capable of creating a written
                record (including electronic mail), and addressed to the party
                to be notified as follows:

                        (i)     if to the Loan Parties, to the US Obligors'
                        Agent:

                                Polaroid Holding Company
                                1265 Main Street
                                Waltham, Massachusetts  02451

<Page>

                                Attention:  Treasurer
                                Telecopy no:  781-833-3579

                                with a copy to:

                                Polaroid Holding Corporation
                                1265 Main Street
                                Waltham, Massachusetts  02451
                                Attention: General Counsel
                                Telecopy no: 781-386-6441

                        (ii)    if to any Lender, at its Domestic Lending Office
                        specified opposite its name on Schedule II or on the
                        signature page of any applicable Assignment and
                        Acceptance;

                        (iii)   if to any Issuer, at the address set forth under
                        its name on the signature page hereof; and

                        (iv)    if to the Domestic Administrative Agent:

                                Citicorp USA, Inc.
                                388 Greenwich Street
                                New York, New York 10013
                                Attention: Brenda Cotsen
                                Telecopy no: 212-816-2613

                                if to the Foreign Administrative Agent:

                                Bank of America, N.A.
                                New Broad Street House
                                35 New Broad Street
                                London EC2M 1NH
                                Attention: Heather Jones
                                Telecopy no: + 44 (207) 809 5873

                                in each case, with a copy to:

                                Weil, Gotshal & Manges
                                One South Place,
                                London EC2M 2WG
                                Attention: Richard A. Ginsburg, Esq.
                                Telecopy no: +44 (207) 903-0990

                or at such other address as shall be notified in writing (A) in
                the case of the Borrowers and the Administrative Agents, to the
                other parties and (B) in the case of all other parties, to the
                Borrowers and the Administrative Agents.

                (b)     All such notices and communications shall be effective
                (i) upon personal delivery (if delivered by hand, including any
                overnight courier service), (ii) when deposited in the mails (if
                sent by mail), (iii) when such notice, demand, request, consent
                and other communication shall have been made generally available
                on such Approved Electronic Platform, Internet

<Page>

                website or similar device to the class of Person being notified
                (regardless of whether any such Person must accomplish, and
                whether or not any such Person shall have accomplished, any
                action prior to obtaining access to such items, including
                registration, disclosure of contact information, compliance with
                a standard user agreement or undertaking a duty of
                confidentiality) (if delivered by posting to an Approved
                Electronic Platform, an Internet website or a similar
                telecommunication device requiring a user prior access to such
                Approved Electronic Platform, website or other device) or (iv)
                when properly transmitted (if delivered by electronic mail or by
                any other telecommunications device); provided, however, that
                notices and communications to the Administrative Agents pursuant
                to Article II (THE FACILITIES) or Article X (THE ADMINISTRATIVE
                AGENTS) shall not be effective until received by the
                Administrative Agents.

                (c)     Notwithstanding paragraphs (a) and (b) above (unless
                either Administrative Agent requests that the provisions of
                paragraphs (a) and (b) above be followed) and any other
                provision in this Agreement or any other Loan Document providing
                for the delivery of, any Approved Electronic Communication by
                any other means, the Loan Parties shall deliver all Approved
                Electronic Communications to the Administrative Agent by
                properly transmitting such Approved Electronic Communications
                electronically (in a format acceptable to the relevant
                Administrative Agent) to oploanswebadmin@citigroup.com or such
                other electronic mail address (or similar means of electronic
                delivery) as the relevant Administrative Agent may notify the
                Obligors' Agent. Nothing in this paragraph (c) shall prejudice
                the right of either Administrative Agent or any Lender or Issuer
                to deliver any Approved Electronic Communication to any Loan
                Party in any manner authorized in this Agreement.

8       The US Obligors' Agent, on behalf of itself and each of the other US
        Loan Parties and the Foreign Obligors' Agent on behalf of itself and
        each of the other Foreign Loan Parties, each hereby represents and
        warrants to the Agents and each of the Lenders that it is duly
        authorised to countersign this Letter which represents their legal,
        valid and binding obligations, enforceable in accordance with its terms.

9       The US Obligors' Agent, on behalf of itself and each of the other US
        Loan Parties and the Foreign Obligors' Agent on behalf of itself and
        each of the other Foreign Loan Parties hereby certify, after careful
        consideration, that the following statements are true on the date
        hereof:

        9.1     the representations and warranties set forth in Sections 4.1,
                4.2, 4.7 (save for such litigation as more particularly set out
                in the Schedule attached hereto), 4.8, 4.10, 4.11(b), 4.11(d),
                4.12, 4.14, 4.15(a), 4.15(b), 4.18 of Article IV
                (REPRESENTATIONS AND WARRANTIES) of the Credit Agreement and the
                other Loan Documents are true and correct on and as of the date
                hereof with the same effect as though made on and as of such
                date, except to the extent such representations and warranties
                expressly relate to an earlier date, in which case such
                representations and warranties shall have been true and correct
                as of such earlier date; and

<Page>

        9.2     no Default or Event of Default has occurred and is continuing on
                the date hereof.

10      The US Obligors' Agent, on behalf of itself and each of the other US
        Loan Parties and the Foreign Obligors' Agent on behalf of itself and
        each of the other Foreign Loan Parties, confirms their agreement to the
        above amendments and that their respective obligations under the Loan
        Documents to which they are respectively parties remain in full force
        and effect notwithstanding the making of such amendments.

11      The US Obligors' Agent confirms that in entering into this Letter it is
        acting on its own behalf and as US Obligors' Agent for the other US Loan
        Parties under Section 11.19(b) (US OBLIGORS' AGENT) of the Credit
        Agreement and the Foreign Obligors' Agent confirms that in entering into
        this Letter it is acting on its own behalf and as Foreign Obligors'
        Agent for the other Foreign Loan Parties under Section 11.19(a) (FOREIGN
        OBLIGORS' AGENT) of the Credit Agreement.

12      Save as waived by this Letter, the provisions of the Credit Agreement
        shall continue in full force and effect and the Credit Agreement and
        this Letter shall be read and construed as one instrument. This Letter
        is a Loan Document.

13      Please sign and return the attached copy of this Letter to signify your
        acceptance of its terms and conditions. This Letter may be executed in
        counterparts each of which shall be deemed to constitute an original.

14      This Letter is governed by and construed in accordance with New York
        law.

Yours faithfully


   /s/ Miles D. McManus                          /s/ Carmen Bernardis
------------------------------                ----------------------------------

For and on behalf of                          For and on behalf of
CITICORP USA, INC.                            BANK OF AMERICA, N.A.
as Domestic Administrative Agent              as Foreign Administrative Agent

<Page>

To:     Citicorp USA, Inc.
        as Domestic Administrative Agent

        Bank of America, N.A.
        as Foreign Administrative Agent

We acknowledge receipt of the Letter and hereby confirm our agreement to the
terms and conditions thereof.

Yours faithfully


   /s/ E.T.McCabe                                /s/ E.T.McCabe
-----------------------------            --------------------------------
PRD MANAGEMENT LIMITED                   PRD OVERSEAS LIMITED
For and on behalf of                     For and on behalf of
POLAROID CONTRACTING C.V.                POLAROID CONTRACTING C.V.
(acting on its own behalf and on         (acting on its own behalf and on
behalf of each other Foreign             behalf of each other Foreign Loan
Loan Party at the date hereof)           Party at the date hereof)


  /s/ Andra S. Bolotin
-----------------------------
For and on behalf of
POLAROID HOLDING CORPORATION
(acting on its own behalf and on
behalf of each other US Loan
Party at the date hereof)

Date:
     ------------------

<Page>

We acknowledge receipt of the Letter and hereby confirm our agreement to
Polaroid Corporation acting as Foreign Obligors' Agent as set forth in paragraph
5.2 of the Letter.


  /s/ E.T. McCabe                            /s/ E.T. McCabe
-----------------------------            -----------------------------
PRD MANAGEMENT LIMITED                   PRD OVERSEAS LIMITED
For and on behalf of                     For and on behalf of
POLAROID CONTRACTING C.V.                POLAROID CONTRACTING C.V.
(acting on its own behalf and on         (acting on its own behalf and on
behalf of each other Foreign             behalf of each other Foreign Loan
Loan Party at the date hereof)           Party at the date hereof)


    /s/ J.M. Geerdink
-----------------------------
For and on behalf of
POLAROID (EUROPA) B.V.


  /s/ J.M. Geerdink
-----------------------------
For and on behalf of
POLAROID TRADING B.V.


      /s/ W.L. Flaherty
-----------------------------
For and on behalf of
POLAROID NEDERLAND B.V.


     /s/ J.M. Geerdink
-----------------------------
For and on behalf of
POLAROID INTERNATIONAL B.V.


     /s/ W.L. Flaherty
-----------------------------
For and on behalf of
POLAROID CANADA INC,

<Page>

    /s/ W.L. Flaherty
-----------------------------
For and on behalf of
POLAROID GMBH


   /s/ W.L. Flaherty
-----------------------------
For and on behalf of
POLAROID (U.K.) LIMITED


   /s/ Neal D. Goldman
-----------------------------
For and on behalf of
POLAROID LEASING LIMITED


   /s/ W.L. Flaherty
-----------------------------
For and on behalf of
POLAROID FAR EAST LIMITED


  /s/ W.L. Flaherty
-----------------------------
For and on behalf of
POLAROID CORPORATION OF JAPAN (FORMERLY KNOWN AS
NIPPON POLAROID K.K.)

<Page>

                                    SCHEDULE

                               LIST OF LITIGATION

1.      FERRARI, ET AL. V. POLAROID, PRIMARY PDC, OEP (Polaroid is a named
        party)

2.      The Company is also a party-in-interest in the bankruptcy proceedings of
        Primary PDC and its domestic affiliates (the "Debtors") pending in the
        U.S. Bankruptcy Court. Current matter of interest pending:

        -   the U.S. Bankruptcy Court entered an Order appointing an Examiner
            pursuant to Sections 1104 and 1106 of the U.S. Bankruptcy Code;

        -   William Cardinale and George Maiorelli filed an application for
            relief pursuant to Rule 60(b) of the Federal Rules of Civil
            Procedure seeking relief from the order approving the Transaction;
            and

        -   Stephen J. Morgan, a shareholder of Primary, filed a Notice of
            Appeal challenging the order approving the Transaction.

3.      The European Union has issued a decision which states that part-time
        employees must be allowed to participate in a company's pension plan.
        Courts in the United Kingdom are implementing this decision and this
        decision will impact Polaroid (U.K.) Ltd.