Exhibit (10.3)






             NOTICE OF AWARD OF RESTRICTED STOCK


                         GRANTED TO ____________

                          EFFECTIVE ____________


                       PURSUANT TO THE

          2005 OMNIBUS LONG-TERM COMPENSATION PLAN











                              APPROVED BY:

                              Action by and on behalf of the
                              Executive Compensation and
                              Development Committee Effective
                              __________, ____





             NOTICE OF AWARD OF RESTRICTED STOCK
                         GRANTED TO ___________
                          EFFECTIVE ___________
                       PURSUANT TO THE
          2005 OMNIBUS LONG-TERM COMPENSATION PLAN


1.   Background.  Under Article 10 of the 2005 Omnibus Long-
     Term  Compensation  Plan  (the "Plan"),  the  Executive
     Compensation    and    Development    Committee    (the
     "Committee") may, among other things, award  restricted
     shares  of  Kodak's Common Stock to those Employees  as
     the  Committee in its discretion may determine, subject
     to  such terms, conditions and restrictions as it deems
     appropriate.     The   Committee's   charter    permits
     delegation  of  its authority to grant  certain  awards
     pursuant to the terms contained therein.

2.   Award.  Effective  __________, the  Committee  or  its
     designee  granted to __________ (the "Participant")  an
     Award  of __________ (__________) restricted shares  of
     Common  Stock  ("Restricted Shares").  This  Award  was
     granted  under  the  Plan, subject  to  the  terms  and
     conditions  of  the Plan and those set  forth  in  this
     Notice  of  Award of Restricted Stock ("Award Notice").
     To the extent there are any inconsistencies between the
     terms  of the Plan and this Award Notice, the terms  of
     the Plan will control.

3.   Terms and Conditions of Restricted Shares.  The
     following terms and conditions will apply to the
     Restricted Shares:

     (a)  Issuance.  The Restricted Shares awarded  to  the
          Participant  will be evidenced  by  a  book  entry
          recorded  by Kodak's transfer agent in an  account
          established by the transfer agent on behalf of the
          Participant.   This book entry will indicate  that
          the  Restricted  Shares are restricted  under  the
          terms of this Award Notice.  The Participant  will
          be  a shareowner of all the shares represented  by
          this  book  entry.  As such, the Participant  will
          have  all the rights of a shareowner with  respect
          to   the  Restricted  Shares,  including  but  not
          limited to, the right to vote such shares  and  to
          receive  all  dividends  and  other  distributions
          (subject  to  Section 3(b)) paid with  respect  to
          them;   provided,  however,  that  the  Restricted
          Shares  will  be  subject to the  restrictions  in
          Section 3(d).

     (b)  Stock Splits, Dividends, etc. If under Section
          6.2  of the Plan, entitled "Adjustment to Shares,"
          the  Participant, as the owner of  the  Restricted
          Shares,  becomes entitled to new,  additional,  or
          different  shares  of  stock  or  securities:  (i)
          Kodak's transfer agent will adjust its book  entry
          for   the   Participant  to  reflect   such   new,
          additional,  or  different  shares  of  stock   or
          securities;  and  (ii) such  new,  additional,  or
          different  shares of stock or securities  will  be
          subject  to  the  restrictions  provided  for   in
          Section 3(d) below.

     (c)  Restriction Period.  The Restricted Shares will be
          subject to _____ "Restriction Periods."  The Restriction
          Period for __________ of the Restricted Shares will begin
          on the Grant Date and terminate, subject to Section 4 below,
          on the _____ anniversary of the Grant Date.  [The
          Restriction Period on the [second/remaining] __________ of
          the Restricted Shares will begin on the Grant Date and
          terminate, subject to Section 4 below, on the _________
          anniversary of the Grant Date.]

     (d)  Restrictions on Restricted Shares.  The
          restrictions to which the Restricted Shares are
          subject are:

          (i)  Nonalienation.  During their Restriction
               Period,  the  Restricted Shares  may  not  be
               sold,   exchanged,   transferred,   assigned,
               pledged,  hypothecated, or otherwise disposed
               of  except by will or the laws of descent and
               distribution.  Any attempt by the Participant
               to  dispose of a Restricted Share in any such
               manner   will   result   in   the   immediate
               forfeiture of such Restricted Share  and  all
               other  Restricted Shares then held by Kodak's
               transfer agent on the Participant's behalf.

          (ii) Continuous Employment.  The Participant  must
               remain   continuously   employed   by   Kodak
               throughout a Restriction Period in  order  to
               receive   the  Restricted  Shares  that   are
               subject  to  that Restriction Period.   Thus,
               except  as  set forth in Section 4 below,  if
               the  Participant's employment terminates  for
               any    reason,    whether   voluntarily    or
               involuntarily,  during a Restriction  Period,
               the  Participant will immediately forfeit all
               of  the  Restricted Shares  subject  to  that
               Restriction  Period.   If  the  Participant's
               employment  terminates during more  than  one
               Restriction  Period,  the  Participant  will,
               except  as  set  forth in  Section  4  below,
               forfeit  all of the Restricted Shares subject
               to these Restriction Periods.

     (e)  Lapse of Restrictions.  The restrictions set forth in
          Section 3(d) above, with respect to a Restricted Share,
          will, unless the Restricted Share is forfeited sooner, lapse
          upon the expiration of such Restricted Share's Restriction
          Period.

4.   Termination of Employment.

     (a)  Disability or Approved Reason.  Notwithstanding Section
          3 above to the contrary, if the Participant's employment is
          terminated by reason of Disability or an Approved Reason,
          the Restricted Shares will not be forfeited by reason of
          such termination and the Restriction Period(s) on such
          Restricted Shares will terminate as of the date of such
          termination.

     (b)  Death.  Notwithstanding Section 3  above  to  the
          contrary, if the Participant's employment is terminated by
          reason of death, the Participant's estate will receive all
          of the Restricted Shares then held on the Participant's
          behalf by Kodak's transfer agent and the Restriction
          Period(s) on such Restricted Shares will terminate as of the
          date of the Participant's death.

5.   Issuance of Shares of Common Stock.  Upon the lapse  of
     a Restriction Period, Kodak will, unless the Restricted
     Shares are sooner forfeited, promptly instruct its transfer
     agent to reflect on its books those Restricted Shares that
     are no longer restricted.  The transfer agent will then
     subtract from the Participant's account the number of shares
     that are withheld for taxes under Section 6 below.  Upon the
     Participant's request, the transfer agent will deliver to
     the Participant a stock certificate for the remaining number
     of unrestricted shares held in the Participant's account.

6.   Withholding.  Kodak will pay the taxes required  to  be
     withheld  upon  the  lapse of a Restriction  Period  by
     withholding  a  portion of the shares of  Common  Stock
     otherwise due the Participant as a result of the lapse of
     such restrictions.  The portion of the shares withheld will
     equal in amount the taxes required to be withheld.  The
     Common Stock which is so withheld will be valued at its Fair
     Market Value on the date of the lapse of the restrictions on
     the Restricted Shares.

7.   Definitions.

     (a)  Any  defined term used in this Award Notice, other
          than  that  set forth in Section 7(b) below,  will
          have   the  same  meaning  for  purposes  of  this
          document as that ascribed to it under the terms of
          the Plan.

          (i)  (b)  Approved Reason.  "Approved Reason" means a
               reason for terminating employment with the Company which,
               in the opinion of the Committee with respect to Participants
               who are subject to Section 16 of the Exchange Act or who are
               Covered Employees within the meaning of Section 162(m) of
               the Code, and the opinion of the Chief Executive Officer
               with respect to all other Participants, is in the best
               interests of the Company.

8.   Effect of Award Notice.  This Award Notice, including
     its  reference  to  the  Plan, constitutes  the  entire
     understanding  between the Company and the  Participant
     concerning the Award and supersedes any prior  notices,
     letters, statements or other documents issued by the Company
     relating  to  the  Award and all prior  agreements  and
     understandings between the Company and the Participant,
     whether written or oral, concerning the Award.

9.   Administration.  The Committee will have full and
     absolute authority and discretion, subject to the provisions
     of the Plan, to interpret, construe and implement this Award
     Notice,  to  prescribe,  amend and  rescind  rules  and
     regulations  relating  to it, and  to  make  all  other
     determinations necessary, appropriate or advisable for its
     administration.  All such Committee determinations will be
     final, conclusive and binding upon any and all interested
     parties  and  their  heirs,  successors,  and  personal
     representatives.

10.  Impact on Benefits.  The Restricted Shares (either  at
     the date of their grant or at the time their restrictions
     lapse) will not be includible as compensation or earnings
     for  purposes of any other compensation or benefit plan
     offered by Kodak.

11.  Miscellaneous.

     (a)  Headings.  The headings of the Sections  of  the
          Award  Notice  have been prepared for  convenience
          and  reference  only and will not control,  affect
          the meaning, or be taken as the interpretation  of
          any provision of the Award Notice.

     (b)  Applicable  Law.  All matters pertaining  to  this
          Award   Notice,  (including  its  interpretation,
          application,  validity, performance  and  breach),
          will  be  governed by, construed and  enforced  in
          accordance with the laws of the State of New  York
          (except  as superseded by applicable Federal  Law)
          without  giving effect to principles of  conflicts
          of law.

     (c)  Amendment.  The Committee may, from time to  time,
          amend this Award Notice in any manner.

12.  Tax  Consequences.  No person connected with this Award
     Notice in any capacity, including, but not limited to, Kodak
     and  its  Subsidiaries and their respective  directors,
     officers, agents and employees makes any representation,
     commitment, or guarantee that any tax treatment, including,
     but not limited to, federal, state and local income, estate
     and gift tax treatment, will be applicable with respect to
     the Award.