<PAGE>
                                                                   EXHIBIT 10.02

                            EASTMAN CHEMICAL COMPANY

                            EASTMAN PERFORMANCE PLAN
                (AMENDED AND RESTATED EFFECTIVE FEBRUARY 1, 2001)
                           (AMENDED FEBRUARY 5, 2003)





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                            EASTMAN PERFORMANCE PLAN

                                Table of Contents

<TABLE>

<S>               <C>                                                                                          <C>
Article 1         Introduction...............................................................................

Article 2         Definitions................................................................................

Article 3         Eligibility................................................................................

Article 4         Determination of Plan Payout...............................................................

Article 5         Mechanism of Plan Payout...................................................................

Article 6         Claim Against Performance Payment..........................................................

Article 7         Inability to Locate Payee..................................................................

Article 8         Plan Document Controls.....................................................................

Article 9         Right to Amend or Terminate................................................................

Article 10        No Employment Rights.......................................................................

Article 11        Conclusiveness of Records..................................................................

Article 12        Administration, Actions by the Company.....................................................

Appendix A...................................................................................................

Appendix B...................................................................................................
</TABLE>




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ARTICLE 1. INTRODUCTION.

The Eastman Performance Plan, as set forth in this document, has been approved
by the Board of Directors of Eastman Chemical Company (the "Company") as a
variable compensation program which provides eligible employees with tangible
recognition for their contributions to the success of the Company.

The Company's Board of Directors is responsible for approving the declaration of
Plan Payouts under this Plan each year, except for Plan payouts to executive
officers of the Company, which shall be approved by the Compensation Committee.
No declaration of Plan Payout by the Board or the Compensation Committee for any
given year shall commit the Board or the Compensation Committee to any given
level of Plan Payout in future years.


ARTICLE 2. DEFINITIONS.

2.00     AFFILIATED COMPANY. See Section 2.28A.

2.01     BOARD. The Board of Directors of the Company.

2.02     RESERVED.

2.03     CAPITAL. Capital shall designate the funds invested in the Company
through either debt or equity, including funds loaned to the Company from
financial institutions or through the issuance of bonds, debentures or other
private debt instruments, plus the shareholders' cumulative investment in the
Company through the ownership of all outstanding shares of all classes of stock.

2.04     CODE. The Internal Revenue Code of 1986, as amended.

2.05     COLLEGE COOPERATIVE STUDENT. College Cooperative Student shall refer to
an employee who is a college student pursuing studies of interest to the Company
and who generally works a full-time schedule on an alternate work/school block
basis.

2.06     COMPANY. Eastman Chemical Company or its corporate successors.
Notwithstanding the foregoing, whenever reference is made in this Plan to "the
Company" in the context of financial performance, e.g., "the Company's capital
debt", the "Company" shall mean Eastman Chemical Company and all of its
affiliates that are included on its consolidated financial statements.

2.07     RESERVED.


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2.08     COMPENSATION COMMITTEE. The Compensation and Management Development
Committee of the Board, or such other committee designated by the Board,
authorized to administer the Plan as provided herein.

2.09     COST OF CAPITAL. The Cost of Capital reflects the cost of debt and the
cost of equity, expressed as a percentage reflecting the percentage of interest
charged on debt and the percentage of expected return on equity.

2.10     RESERVED.

2.11     EARNINGS FROM CONTINUING OPERATIONS. Earnings from Continuing
Operations shall be defined as the total sales of the Company minus the costs of
all operations of any nature used to produce such sales, including taxes, plus
after-tax interest associated with the Company's capital debt.

2.12     RESERVED.

2.13     EASTMAN INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN OR EIP/ESOP. The
Eastman Investment and Employee Stock Ownership Plan, a qualified savings and
employee stock ownership plan under Sections 401(a), 401(k), and 4975 of the
Code, including any amendments which may from time to time be adopted thereto.

2.14     RESERVED.

2.15     ELIGIBLE EMPLOYEE. Eligible Employees shall be all those individuals
who meet the eligibility criteria set forth under Article 3; provided however,
that nonresident aliens working outside of the United States shall not be
defined as Eligible Employees for the purposes of this Plan.

2.16     RESERVED.

2.17     LIMITED SERVICE EMPLOYEE. Limited Service Employee shall refer to any
individual hired by the Company for the specific purpose of meeting needs of
Nine Hundred (900) hours or less in any consecutive twelve (12) month period and
who is designated as a Limited Service Employee when hired.

2.18     PARTICIPATING AFFILIATES. Participating Affiliates shall signify all
those Subsidiaries or Affiliated Companies which from time to time accept the
provisions of the Plan as applying to the employees of such Subsidiary or
Affiliated Company.

2.19     PARTICIPATING EARNINGS. Participating Earnings for a given Performance
Year shall be an Eligible Employee's Participating Earnings set forth in
Appendix A for such Performance Year.



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2.20     PAYOUT BASIS. The Payout Basis shall signify the applicable percentage
set forth in accordance with the Payout Table contained in Section 4.04.

2.20A    PAYOUT TABLE. The Payout Table shall be that Table set forth under
Section 4.04 providing for the correlation between the Performance Indicator and
the Payout Basis.

2.21     PERFORMANCE INDICATOR. The Performance Indicator shall mean the Return
on Capital minus the Cost of Capital. Such calculation shall be expressed as a
percentage, which shall be calculated to the third place after the decimal point
(i.e., xx.xxx%), and then rounded to the second place after the decimal point
(i.e., xx.xx%).

2.22     PERFORMANCE YEAR. The Performance Year shall be the calendar year,
running from January 1 through December 31, with respect to which the financial
performance of the Company shall be determined.

2.23     PLAN.  The Eastman Performance Plan.

2.24     PLAN PAYOUT. The Plan Payout shall consist of those monies to which the
Eligible Employee shall be entitled in accordance with the provisions of this
Plan.

2.25     REGULAR FULL-TIME EMPLOYEE. Regular Full-Time Employee shall refer to
those individuals who are defined as such on the payrolls of the Company or a
Participating Affiliate and who work a regular schedule of:

         (a)      40 or more hours per week (or shorter time periods where
         required by law, by Company needs, or by the employee's health); or

         (b)      Alternative work schedules such as alternating 36 and 48-hour
         workweeks comprised of 12-hour days.

2.26     REGULAR PART-TIME EMPLOYEE. Regular Part-Time Employee shall refer to
those individuals who are defined as such on the payroll of the Company or a
Participating Affiliate, who work a regular schedule of less than 40 hours per
week, and who are not defined as Regular Full-Time Employees under Section 2.25.

2.27     RETURN ON CAPITAL. The Return on Capital shall mean the return produced
by funds invested in the Company and shall be determined as Earnings from
Continuing Operations, as defined in Section 2.11, divided by the Average
Capital Employed. Average Capital Employed shall be derived by adding the
Company's capital debt plus equity at the close of the last day of the year
preceding the Performance Year, to the Company's capital debt plus equity at the
close of the last day of the present Performance Year, with the resulting sum
being divided by two. Capital debt is defined as the sum of Borrowing by the
Company Due Within One Year and Long-Term Borrowing, as designated on the
Company's balance sheet. The resulting ratio shall be multiplied by One Hundred
(100) in order to convert such



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to a percentage. Such percentage shall be calculated to the third place after
the decimal point (i.e., xx.xxx%), and then rounded to the second place after
the decimal point (i.e., xx.xx%).

2.28     SPECIAL PROGRAM EMPLOYEE. Special Program Employee shall refer to a
high school study-work student, a drafting trainee employed to work one quarter
or semester, a clerical assistant trainee hired to work for one quarter or
semester, a summer technical employee, a visiting scientist, or a normal
temporary employee hired for a limited period.

2.28A    SUBSIDIARY OR AFFILIATED COMPANY. Subsidiary or Affiliated Company
shall mean (i) any business organization which is required to be affiliated with
Eastman Chemical Company under Code Sections 414(a) or (b); and (ii) any joint
venture or other business organization in which Eastman Chemical Company or an
entity described in clause (i) has a direct or indirect stock ownership or
capital and profits interest of at least 20%. Not every Subsidiary or Affiliated
Company is a Participating Affiliate under this Plan. Regardless of Subsidiary
or Affiliated status, the Eastman Performance Plan shall not apply or be
extended to employees who are under a collective bargaining agreement (unless
the express terms of such agreement so require). In addition, the Eastman
Performance Plan shall not apply or be extended to any subsidiary, division, or
plant site specified in Exhibit B to this Plan, entitled "Excluded
Participants."

2.29     TERMINATION ALLOWANCE PLAN OR TAP. Termination Allowance Plan or TAP
shall mean the Termination Allowance Plan adopted by the Company effective
January 1, 1994, and as amended thereafter from time to time.


ARTICLE 3. ELIGIBILITY.

3.01     BASIC ELIGIBILITY

All Regular Full-Time Employees and Regular Part-Time Employees of Eastman
Chemical Company and any other Participating Affiliates as may from time to time
participate under this Plan, are eligible to receive a Plan Payout as described
herein if they:

         (a)      Meet all of the following requirements;

                  (i)      Are employed by Eastman Chemical Company or one of
                  the Participating Affiliates on the last scheduled workday for
                  such employee during the Performance Year; and

                  (ii)     Receive Participating Earnings with respect to the
                  Performance Year; and

                  (iii)    Are living at 11:59 p.m. on the last scheduled
                  workday for such Employee during the Performance Year (e.g.,
                  if an Employee regularly works a Monday to Friday shift, his
                  last scheduled workday for the 1996 Performance Year would be
                  Tuesday, December 31, 1996);



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                  or

         (b)      Meet the requirements of Section 3.02.

         (c)      Are not on Company Final Warning as of December 31 of
         the Performance Year.

3.02     SPECIAL ELIGIBILITY

Regular Full-Time Employees and Regular Part-Time Employees who are not actively
employed with the Company or a Participating Affiliate as of December 31 of the
Performance Year are eligible to participate under the provisions of this Plan
provided that they meet one of the following criteria:

         (a)      Such employee has retired in accordance with the Eastman
         Retirement Assistance Plan on or after February 1 of the Performance
         Year; or

         (b)      Such employee has exhausted Short-Term Disability benefits
         during the Performance Year and:

                  (i)      Is approved for benefits under the Eastman Long-Term
         Disability Plan; or

                  (ii)     Is not approved for benefits under the Eastman
         Long-Term Disability Plan and is terminated by the Company due to lack
         of prescribed work; or

         (c)      Such employee's employment with the Company was terminated
         during the Performance Year and as a result of such termination the
         employee becomes entitled to a Termination Allowance Benefit under the
         Company's Termination Allowance Plan; or

         (d)      All of the following conditions are met: (i) an employee's
         employment with the Company is terminated during the Performance Year
         under a layoff as defined in Section 4.01 of TAP, a special separation
         as defined in Section 4.02 of TAP, or a divestiture as defined in
         Section 4.03 of TAP; (ii) such employee does not become entitled to a
         Termination Allowance Benefit under TAP; and (iii) management of the
         Company nevertheless resolves in writing that such employee shall be
         entitled to participate in the Performance Plan for such Performance
         Year upon meeting such conditions as management shall determine in its
         sole discretion. For this purpose, "management of the Company" shall
         mean any of the following: the Board of Directors of the Company, a
         committee of the Board; a committee of the Company responsible for
         benefits plans oversight; or an officer of the Company; or


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         (e)      Such employee is (i) paid on a United States-based salary
         structure, and (ii) is temporarily employed with a non-participating
         affiliate of the Company and serving outside the borders of the United
         States at the direction or request of the Company or any Participating
         Affiliate; or

         (f)      Such employee's employment with the Company was terminated
         during the Performance Year in order to accompany or follow their
         Eastman employee spouse who is transferred to a company unit or
         subsidiary or affiliated company in a different geographic area which
         is not a Participating Affiliate.

3.03     TRANSFER INTO PLAN

Employees who transfer to the Company during the course of any Performance Year
from a subsidiary or affiliated company which is not a Participating Affiliate
in the Plan will be eligible for the Plan Payout payable for the Performance
Year if they satisfy the eligibility requirements of Section 3.01 or 3.02 above.
Earnings and allowances received from such subsidiary or affiliated company are
not included in Participating Earnings.

3.04     TRANSFER FROM PLAN

Employees who are transferred during any Performance Year from the Company to
employment with a subsidiary or affiliated company which is not a Participating
Affiliate will qualify for the Plan Payout payable for that Performance Year,
provided that they are employed full-time or part time by the Subsidiary or
Affiliated Company on the last scheduled workday for such employee during the
Performance Year or meet the requirements of clause (a), (b), or (c) of the
immediately following paragraph. However, earnings and allowances received from
such subsidiary or affiliated company are not included in Participating
Earnings.

If such a transferred regular full time or regular part time employee terminates
employment with the Subsidiary or Affiliated Company prior to the last scheduled
workday of the Performance Year for such employee, then such employee shall
nevertheless be eligible to participate under this Plan if the employee meets
one of the following criteria:

         (a)      Such employee has retired in accordance with the defined
         benefit retirement plan for the Subsidiary or Affiliated Company

         (b)      Such employee was terminated during the Performance Year and
         as a result of such termination, the employee becomes eligible for a
         benefit from such Subsidiary or Affiliated Company which in the
         judgment of the Compensation Committee or its delegate is comparable to
         the benefits under the Company's Termination Allowance Plan.

         (c)      Such employee has exhausted Short-Term Disability benefits
         during the Performance Year; and is approved for benefits under the
         Subsidiary's or Affiliated Company's Long-Term Disability Plan; or is
         not approved for benefits under the Subsidiary or Affiliated Company's
         Long-Term Disability Plan and is terminated due to lack of prescribed
         work.



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3.05  Exclusions

Limited Service Employees, Special Program Employees, College Cooperative
Employees, and all other employees of the Company and Participating Affiliates
not defined as Regular Full-Time Employees or Regular Part-Time Employees are
not eligible to receive a Plan Payout as authorized herein unless reclassified
before December 31 of the Performance Year into a class of employees eligible to
receive a Plan Payout in accordance with Sections 3.01 and 3.02. For such
reclassified employees, except those employees who were classified as Limited
Service Employees prior to such reclassification, earnings before
reclassification are included in Participating Earnings.

The Eastman Performance Plan shall not apply or be extended to employees who are
under a collective bargaining agreement (unless the express terms of such
agreement so require). In addition, the Eastman Performance Plan shall not apply
or be extended to any subsidiary, division, or plant site specified in Exhibit B
to the Plan, entitled "Excluded Participants."

3.06     PARTICIPATION OF RECENTLY HIRED EMPLOYEES

Notwithstanding any language to the contrary contained herein, for the
Performance Year in which an Eligible Employee is first hired by the Company or
by a Participating Affiliate, the Eligible Employee shall not receive a Plan
Payout. For the first full Performance Year after the Eligible Employee's date
of hire, the Eligible Employee shall receive a full (100%) Plan Payout as
calculated under Section 4.06(a). Such allocation made shall be paid entirely in
cash pursuant to the provisions of Section 5.01.

3.07     TERMINATION OF EMPLOYMENT SUBSEQUENT TO PERFORMANCE YEAR

Any Eligible Employee who has met the requirements for participation contained
in this Article 3 for the Performance Year and with whom the employment
relationship with the Company or any Participating Affiliate is subsequently
terminated for any reason prior to the distribution of the Plan Payout for that
Performance Year shall be entitled to the Plan Payout for that Performance Year.
Payment of such Plan Payout shall be made in accordance with the provisions set
forth under Section 5.01.

3.08     ELIGIBILITY IN CASE OF DEATH

Notwithstanding any language contained herein, if an employee dies before
qualifying for the Plan Payout for the Performance Year, the Company may, in its
sole discretion, elect to pay all, part, or none of the Plan Payout to the
estate of the employee or to a designated beneficiary thereof. However, if an
Eligible Employee dies after qualifying for but before receiving a given Plan
Payout, such Plan Payout will be paid to the decedent's estate as a legal right.

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ARTICLE 4. DETERMINATION OF PLAN PAYOUT.

4.01     IN GENERAL

The Plan Payout, if any, is intended to reflect the financial performance of the
Company over the course of the Performance Year. Financial performance shall be
measured in terms of the Performance Indicator. Such Plan Payout, if any, shall
be calculated as determined under Section 4.06. The resulting Plan Payout for
each Eligible Employee shall be distributed pursuant to the provisions of
Article 5 below.

4.02     DETERMINATION OF PERFORMANCE INDICATOR

Before or as soon as practicable after the first day of a Performance Year, the
Compensation Committee shall establish in writing for that Performance Year, the
Performance Indicator (including the Cost of Capital for the Performance Year),
the Payout Basis, the General Payout Table, and the formula or method for
calculating the Plan Payout payable to each Eligible Employee if certain levels
of the Performance Indicator are attained.

The Performance Indicator for any Performance Year shall be the Return on
Capital (as defined in Section 2.27) minus the Cost of Capital (as defined in
Section 2.09), expressed as a percentage, which shall be calculated to the third
place after the decimal point (i.e., xx.xxx%), and then rounded to the second
place after the decimal point (i.e., xx.xx%). Except as otherwise provided in
the next sentence, measurement of the Company's performance against the
performance goals established by the Committee shall be objectively determinable
and, to the extent they are expressed in standard accounting terms, shall be
determined according to generally accepted accounting principles as in existence
on the date on which the performance goals are established and without regard to
any changes in such principles after such date. In determining whether the
performance goals established by the Committee have been met, the Committee may
in its discretion adjust the financial results for a Performance Year to exclude
the effect of unusual charges or income items or other events (including,
without limitation, acquisitions or divestitures), which are distortive of
financial results for the Performance Year.

4.03     DETERMINATION OF PAYOUT BASIS

The Payout Basis, expressed as a percentage as follows, shall be determined
according to the Payout Table shown in Section 4.04. If the Return on Capital
minus Cost of Capital is not an even percentage, then the exact Payout Basis
shall be calculated by straight line interpolation, and shall be calculated to
the third place after the decimal point (i.e., xx.xxx%), and then rounded to the
second place after the decimal point (i.e., xx.xx%).


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4.04     PAYOUT TABLE

               RETURN ON CAPITAL
            MINUS COST OF CAPITAL                              PAYOUT BASIS*
                (PERCENTAGE)                                       CASH %
                ------------                                       ------
                 10 or More                                          25
                     9                                               22
                     8                                               19
                     7                                               17
                     6                                               15
                     5                                               13
                     4                                               11
                     3                                               9.5
                     2                                                8
                     1                                               6.5
                     0                                                5
                     -1                                               4
                     -2                                               3
                     -3                                               2
                     -4                                               1
                    <-5                                               0
                    -

* Actual Payout percentages may vary based on pay at risk as determined
under Section 4.06.

4.05     RESERVED

4.06     CALCULATION OF INDIVIDUAL PLAN PAYOUT

Calculations of the individual Plan Payout shall be done as follows:

The Plan Payout for each Eligible Employee shall be calculated by multiplying
the Participating Earnings of the Eligible Employee for the Performance Year by
a fraction, the numerator of which is the Payout Basis derived from the Payout
Table contained in Section 4.04 and the denominator of which is One (1) minus
that percentage of the Eligible Employee's pay at risk as of the Performance
Year as defined under the regular employment practices of the Company. Such
fraction shall be calculated to the third place after the decimal point (i.e.,
xx.xxx%), and then rounded to the second place after the decimal point (i.e.,
xx.xx%). Thus, the calculation shall be expressed as follows:

         Plan Payout (Total)  = Participating Earnings x Payout Basis
                                                         -------------
                                                         1  -  % of Pay at Risk

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4.07     ESTIMATED PLAN PAYOUT

The Vice President and Chief Financial Officer, or his delegate shall, on or
about the close of each quarter of the Company's fiscal year, estimate the
annual Payout Basis for the Plan based upon financial performance for the
Performance Year to date. The estimates thus generated shall subsequently be
communicated to Eligible Employees in such a manner as determined by the
Company.

4.08     FINAL DETERMINATIONS BY BOARD AND BY COMPENSATION COMMITTEE

As soon as practicable following the availability of performance results for the
completed Performance Year, the Committee shall determine the Company's
performance in relation to the Performance Indicator for that period and certify
in writing the Company's performance. Such certification shall include
confirmation of the Return on Capital (determined as described in Section 2.27),
and final approval and declaration of the Plan Payout to executive officers.

Notwithstanding any language contained herein, final approval for any Plan
Payout to Eligible Employees other than executive officers determined in
conjunction with this Article 4 must be given by the Board of Directors of the
Company. No declaration of Plan Payout by the Board or the Compensation
Committee for any given year shall commit the Board or the Compensation
Committee to any given level of Plan Payout in future years.

4.09     SHAREOWNER APPROVAL

No Plan Payout payable in cash shall be paid under the Plan to any "Covered
Employee" (within the meaning of Section 162(m) of the Code) for any Performance
Year after 1996 and through and including 1999, unless and until the material
terms (within the meaning of Section 162(m) of the Code) of the Plan, including
the performance goals on which the Plan Payout would be based, are disclosed to
the Company's shareowners and are approved by the shareowners by a majority of
the votes cast.


ARTICLE 5. MECHANISM OF PLAN PAYOUT.

5.01     PLAN PAYOUT

Approved Plan Payouts for any Performance Year shall be made in the subsequent
Performance Year and shall, at the discretion of the Company, be paid out in
March of the subsequent Performance Year in cash by check or into an account
designated by the Eligible Employee and held with a commercial bank. The Plan
Payout shall reflect any deductions made by the Company for purposes of Federal
or other taxation or pursuant to request for deferral of benefits made by the
Eligible Employee under the provisions of Article 5.02.



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5.02     EASTMAN INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN AND EASTMAN
EXECUTIVE DEFERRED COMPENSATION PLAN PARTICIPATION

Eligible Employees who are also eligible to participate in the Eastman
Investment and Employee Stock Ownership Plan may elect to defer the Plan Payout
for a given Performance Year into the Eastman Investment and Employee Stock
Ownership Plan, to the extent provided under such Plan. Eligible Employees who
are also eligible to participate in the Eastman Executive Deferred Compensation
Plan may elect to defer the Plan Payout for a given Performance Year into the
Eastman Executive Deferred Compensation Plan, to the extent provided under such
Plan. Any funds deferred pursuant to the provisions of this Section 5.02 shall
become subject to the rules and regulations of the EIP/ESOP or the Executive
Deferred Compensation Plan, and shall reflect any deductions made for purposes
of payment of social security taxes due under the Code.

5.03     RESERVED

5.04     DEFERRAL OF AWARD

Notwithstanding anything in this Article 5 to the contrary, if the Compensation
Committee determines that the current payment of any award under this Article 5
could result in the Eligible Employee's receiving compensation in excess of the
maximum amount deductible by the Company for Federal income tax purposes, then
such Committee in its sole discretion may determine that such award shall not be
paid currently, and instead shall be transferred to the Employee's account under
the Eastman Executive Deferred Compensation Plan (and thereafter shall be
subject to the provisions of the Executive Deferred Compensation Plan).


ARTICLE 6.          CLAIM AGAINST PERFORMANCE PAYMENT.

The payment of any Plan Payout which may be subject in whole or in part to
execution, lien, assignment, or other claim, notice of which is received by the
Company on or before the Plan Payout payment date, may be delayed for an
appropriate time in order to facilitate proper handling of the claim and in
order to make any necessary adjustments.


ARTICLE 7.        INABILITY TO LOCATE PAYEE.

If the Company is unable to make payment hereunder to any Eligible Employee to
whom a Plan Payout is due because the Company is unable to ascertain the
whereabouts of such Eligible Employee after reasonable efforts have been made,
such payment otherwise due shall be forfeited one (1) year after the date the
Plan Payout was to be made.


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ARTICLE 8.          PLAN DOCUMENT CONTROLS.

In the event of a conflict between this Plan document and any other information
or enrollment materials provided to the Eligible Employees (whether written or
oral), the provisions of this document shall control.

ARTICLE 9. RIGHT TO AMEND OR TERMINATE.

Although the Company intends to continue the Plan indefinitely, the Plan may be
terminated, suspended or modified, in whole or in part, at any time for any
reason by action of the Compensation Committee.

ARTICLE 10. NO EMPLOYMENT RIGHTS.

Nothing contained in this Plan shall give any Eligible Employee the right to be
retained in the employment of the Company or affect the right of the Company to
dismiss any employee. The adoption and maintenance of this Plan shall not
constitute a contract between the Company and the Eligible Employee for
consideration for, or inducement or condition of, the employment of the Eligible
Employee.

ARTICLE 11. CONCLUSIVENESS OF RECORDS.

The records of the Company with respect to financial data, Participating
Earnings, and all other relevant matters shall be conclusive for purposes of the
administration of the Plan described in this document.

ARTICLE 12. ADMINISTRATION; ACTIONS BY THE COMPANY.

 The Committee shall have full power and authority to administer and interpret
the provisions of the Plan and to adopt such rules, regulations, agreements,
guidelines, and instruments for the administration of the Plan and for conduct
of its business as the Committee deems appropriate or advisable. The Committee
sets and interprets policy, establishes annual performance goals, evaluates
Company performance against the goals, and confirms and certifies the extent to
which Company performance goals were satisfied under the Plan.

The Committee shall have full power to delegate to any officer or employee of
the Company the authority to administer and interpret the procedural aspects of
the Plan, subject to the Plan's terms, including adopting and enforcing rules to
decide procedural and administrative issues.


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                                   APPENDIX A.

                  PARTICIPATING AND NON-PARTICIPATING EARNINGS

PARTICIPATING EARNINGS

Pay  for all time worked including:
         Wages and salaries
         Pay for clothes change
         Pay for time spent attending meetings
         Paid lunch periods
         Pay for time in Eastman Medical Department (scheduled hours only)
         Pay for work on community campaigns and special community projects (at
         company request)
Pay when serving as pallbearer (at company request)
Overtime pay
Shift premiums
Shift supplements
Compensating time off
Holiday pay, premiums, and allowances (including payment for holiday during a
full week of absence)
Vacation pay (including payment in lieu of vacation and
excluding purchased vacation cashout)
Pay for travel status
Lack of work allowance
Time spent by Apprentices in supervised tests or labs
Medical pay allowance (as recommended and arranged by the Eastman Medical
Department)
Jury duty
Call-in allowance
On-call allowance
Adjustment for amount of time spent on Final Warning (for 2000 Performance Year
only)1

Note 1:  For the 2000 Performance Year only, Participating Earnings does not
         include pay during the period of time while a Employee is on Final
         Warning Status, as determined under the Company's regular employment
         practices. This adjustment is made by taking an Employee's
         Participating Earnings for the 2000 Performance Year, and excluding a
         pro rata portion based on the amount of time that the Employee was on
         Final Warning Status during such year.


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NON-PARTICIPATING EARNINGS

Eastman Performance Plan payouts
Annual Performance Plan payouts
Omnibus Plan awards such as:
         Stock Option grants
         Restricted Stock grants
         Long-Term Performance Award Plan awards
Tuition refunds
Educational support payments
Termination allowance and special separation allowance
Moving expenses and allowances as the result of domestic relocation
Additions to allowances on prizes for tax purposes
Taxable awards and prizes such as:
         25-year service awards
         40-year service awards
         Safety awards
         Attendance awards
Allowances for excused absences due to:
         accident at work
         death of a relative
         emergency blood donation
         emergency relief activities
         organized color guard
         employee medical or dental appointment
         serving in public office
         personal absences
         temporary military duty
         time spent voting
         voluntary community services
         other allowances not specifically identified under Participating
         Earnings
Allowances for expatriates:
         cost-of-living allowance
         housing allowance
         tax makeup allowance
         travel allowance
         education allowance
Foreign service premium payments Payment in lieu of notice of termination
Short-Term Disability benefits
Taxable portion of insurance premium paid by company
Workers' Compensation payments and allowances:
         makeup payments
         statutory payments
         supplements

All other payments or allowances not specifically identified as Participating
Earnings


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                                   APPENDIX B.

                              EXCLUDED PARTICIPANTS

         1. All employees assigned to the plant site in South Holland, Illinois,
formerly known as Accurate Dispersions.

         Employees who transfer to the South Holland, Illinois site during the
Performance Year will be eligible to receive an Eastman Performance Plan payment
based on Participating Earnings they accumulated during the Performance Year,
prior to being assigned to the South Holland, Illinois site.


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