Exhibit (10.4)

                    EASTMAN KODAK COMPANY

    EXECUTIVE COMPENSATION FOR EXCELLENCE AND LEADERSHIP


Article                                              Page

1.   Purpose, Effective Date and Term of Plan          1

2.   Definitions                                       2

3.   Eligibility                                       10

4.   Plan Administration                               11

5.   Forms of Awards                                   13

6.   Setting Performance Goals and Performance Formula 14

7.   Award Determination                               15

8.   Payment of Awards for a Performance Period        18

9.   Deferral of Awards                                19

10.  Intentionally Omitted                             20

11.  Change In Ownership                               21

12.  Change In Control                                 23

13.  Miscellaneous                                     25


         Amended and Restated as of January 1, 2005
                 2005, Eastman Kodak Company



ARTICLE 1  --  PURPOSE, EFFECTIVE DATE AND TERM OF PLAN

1.1  Purpose

The  purposes of the Plan are to provide an annual incentive
to Key Employees of the Company to put forth maximum efforts
toward  the continued growth and success of the Company,  to
encourage such Key Employees to remain in the employ of  the
Company,  to assist the Company in attracting and motivating
new Key Employees on a competitive basis, and to endeavor to
qualify  the Awards granted to Covered Employees  under  the
Plan as performance-based compensation as defined in Section
162(m)  of the Code.  The Plan is intended to apply  to  Key
Employees of the Company in the United States and throughout
the world.

1.2  Effective Date

The  Plan,  in  its  amended  and  restated  form,  will  be
effective as of January 1, 2002.


ARTICLE 2  --  DEFINITIONS

2.1  Actual Award Pool

"Actual  Award  Pool" means, for a Performance  Period,  the
amount  determined in accordance with Section  7.2(d).   The
Actual  Award  Pool for a Performance Period determines  the
aggregate  amount of all the Awards that are  to  be  issued
under the Plan for such Performance Period.

2.2  Award

"Award"  means the compensation granted to a Participant  by
the  Committee for a Performance Period pursuant to Articles
7  and  8.  All Awards shall be issued in the form specified
by Article 5.

2.3  Award Pool

"Award  Pool"  means, for a Performance Period,  the  dollar
amount  calculated  in  accordance with  Section  7.2(b)  by
applying the Performance Formula for such Performance Period
against  the  Performance  Goals for  the  same  Performance
Period.

2.4  Award Payment Date

"Award Payment Date" means, for each Performance Period, the
date  that  the  amount  of the Award for  that  Performance
Period  shall  be paid to the Participant under  Article  8,
without regard to any election to defer receipt of the Award
made by the Participant under Article 9 of the Plan.

2.5  Board

"Board" means the Board of Directors of Kodak.

2.6  Capital Charge

"Capital Charge" means, for a Performance Period, the amount
obtained  by  multiplying  the  Cost  of  Capital  for   the
Performance   Period  by  Operating  Net  Assets   for   the
Performance Period.

2.7  Cause

"Cause" means (a) the willful and continued failure by a Key
Employee to substantially perform his or her duties with his
or  her employer after written warnings identifying the lack
of substantial performance are delivered to the Key Employee
by  his  or her employer to specifically identify the manner
in which the employer believes that the Key Employee has not
substantially  performed  his or  her  duties;  or  (b)  the
willful engaging by a Key Employee in illegal conduct  which
is materially and demonstrably injurious to the Company.

2.8  CEO

"CEO" means the Chief Executive Officer of Kodak.

2.9  Change In Control

"Change  in Control" means the occurrence of any one of  the
     following events:

     (a)  individuals  who, on December 9, 1999,  constitute
          the  Board  (the "Incumbent Directors") cease  for
          any  reason  to constitute at least a majority  of
          the  Board,  provided that any person  becoming  a
          director  subsequent to December  9,  1999,  whose
          election  or nomination for election was  approved
          by  a vote of at least two-thirds of the Incumbent
          Directors then on the Board (either by a  specific
          vote  or  by  approval of the proxy  statement  of
          Kodak  in which such person is named as a  nominee
          for  director, without written objection  to  such
          nomination)   shall  be  an  Incumbent   Director;
          provided,  however,  that no individual  initially
          elected or nominated as a director of Kodak  as  a
          result of an actual or threatened election contest
          (as  described  in  Rule  14a-11  under  the  Act)
          ("Election  Contest")  or  any  other  actual   or
          threatened solicitation of proxies or consents  by
          or  on  behalf  of any "person" (as such  term  is
          defined in Section 3(a)(9) of the Act) other  than
          the  Board ("Proxy Contest"), including by  reason
          of  any agreement intended to avoid or settle  any
          Election Contest or Proxy Contest, shall be deemed
          to be an Incumbent Director;

     (b)  any  person is or becomes a "beneficial owner" (as
          defined in Rule 13d-3 under the Act), directly  or
          indirectly,  of  securities of Kodak  representing
          25%  or  more  of  the combined  voting  power  of
          Kodak's  then outstanding securities  eligible  to
          vote  for  the election of the Board  (the  "Kodak
          Voting  Securities"); provided, however, that  the
          event described in this paragraph (b) shall not be
          deemed to be a Change in Control by virtue of  any
          of  the following acquisitions: (1)by Kodak or any
          subsidiary, (2) by any employee benefit  plan  (or
          related trust) sponsored or maintained by Kodak or
          any   subsidiary,   or  (3)  by  any   underwriter
          temporarily  holding  securities  pursuant  to  an
          offering of such securities;

     (c)  the   consummation  of  a  merger,  consolidation,
          statutory  share  exchange  or  similar  form   of
          corporate  transaction involving Kodak or  any  of
          its  subsidiaries that requires  the  approval  of
          Kodak's shareholders, whether for such transaction
          or  the  issuance of securities in the transaction
          (a "Reorganization"), or sale or other disposition
          of  all or substantially all of Kodak's assets  to
          an  entity  that is not an affiliate of  Kodak  (a
          "Sale"),   unless   immediately   following   such
          Reorganization or Sale:  (1) more than 60% of  the
          total   voting   power  of  (x)  the   corporation
          resulting  from such Reorganization or  Sale  (the
          "Surviving  Company"), or (y) if  applicable,  the
          ultimate  parent  corporation  that  directly   or
          indirectly has beneficial ownership of 100% of the
          voting  securities eligible to elect directors  of
          the  Surviving Company (the "Parent Company"),  is
          represented by Kodak Voting Securities  that  were
          outstanding    immediately    prior    to     such
          Reorganization  or  Sale (or,  if  applicable,  is
          represented by shares into which such Kodak Voting
          Securities   were  converted  pursuant   to   such
          Reorganization  or  Sale), and such  voting  power
          among the holders thereof is in substantially  the
          same  proportion as the voting power of such Kodak
          Voting   Securities  among  the  holders   thereof
          immediately prior to the Reorganization  or  Sale,
          (2)  no  person  (other than any employee  benefit
          plan (or related trust) sponsored or maintained by
          the  Surviving Company or the Parent Company),  is
          or  becomes  the  beneficial  owner,  directly  or
          indirectly,  of  25% or more of the  total  voting
          power   of   the  outstanding  voting   securities
          eligible to elect directors of the Parent  Company
          (or,  if there is no Parent Company, the Surviving
          Company)  and  (3)  at least  a  majority  of  the
          members  of  the board of directors of the  Parent
          Company  (or,  if there is no Parent Company,  the
          Surviving  Company) following the consummation  of
          the   Reorganization   or  Sale   were   Incumbent
          Directors  at the time of the Board's approval  of
          the  execution of the initial agreement  providing
          for    such    Reorganization   or    Sale    (any
          Reorganization or Sale which satisfies all of  the
          criteria specified in (1), (2) and (3) above shall
          be  deemed  to be a "Non-Qualifying Transaction");
          or

     (d)  the  shareholders  of  Kodak  approve  a  plan  of
          complete liquidation or dissolution of Kodak.

Notwithstanding the foregoing, a Change in Control shall not
be  deemed  to  occur  solely because  any  person  acquires
beneficial  ownership  of  more than  25%  of  Kodak  Voting
Securities  as a result of the acquisition of  Kodak  Voting
Securities by Kodak which reduces the number of Kodak Voting
Securities   outstanding;  provided  that  if   after   such
acquisition  by  Kodak  such person becomes  the  beneficial
owner  of  additional Kodak Voting Securities that increases
the   percentage  of  outstanding  Kodak  Voting  Securities
beneficially owned by such person, a Change in Control shall
then occur.

2.10 Change In Ownership

"Change In Ownership" means a Change In Control that results
directly or indirectly in Kodak's Common Stock ceasing to be
actively traded on the New York Stock Exchange.

2.11 Code

"Code"  means the Internal Revenue Code of 1986, as  amended
from  time  to  time, including regulations  thereunder  and
successor provisions and regulations thereto.

2.12 Committee

"Committee" means the Executive Compensation and Development
Committee of the Board, or such other Board committee as may
be  designated by the Board to administer the Plan; provided
that the Committee shall consist of three or more directors,
all  of  whom are both a "Non-Employee Director" within  the
meaning of Rule 16b-3 under the Exchange Act and an "outside
director" within the meaning of the definition of such  term
as  contained in Proposed Treasury Regulation Section 1.162-
27(e)(3), or any successor definition adopted.

2.13 Company

"Company" means Kodak and its Subsidiaries.

2.14 Cost of Capital

"Cost  of  Capital"  means, for a  Performance  Period,  the
estimated  weighted average of the Company's cost of  equity
and cost of debt for the Performance Period as determined by
the  Committee  in  its sole and absolute  discretion.   The
Committee  will  determine  the  Cost  of  Capital   for   a
Performance  Period  within  the  first  90  days   of   the
Performance Period.

2.15 Covered Employee

"Covered  Employee" means a Key Employee  who  is  either  a
"Covered  Employee" within the meaning of Section 162(m)  of
the  Code or a Key Employee who the Committee has identified
as  a  potential  "Covered Employee" within the  meaning  of
Section 162(m) of the Code.

2.16 Disability

"Disability" means a disability under the terms of any long-
term disability plan maintained by the Company.

2.17 Economic Profit

"Economic Profit" means, for a Performance Period,  the  Net
Operating  Profit  After Tax that remains after  subtracting
the  Capital  Charge for such Performance Period.   Economic
Profit  may be expressed as follows: Economic Profit  =  Net
Operating  Profit  After  Tax -  Capital  Charge.   Economic
Profit may be either positive or negative.

2.18 Effective Date

"Effective Date" means the date an Award is determined to be
effective by the Committee upon its grant of such Award.

2.19 Exchange Act or Act

"Exchange Act" or "Act" means the Securities Exchange Act of
1934,   as  amended  from  time  to  time,  including  rules
thereunder and successor provisions and rules thereto.

2.20 Key Employee

"Key Employee" means either (a) a salaried employee  of
the   Company  in  wage  grade  48  or  above,  or  the
equivalent thereof; or (b) a salaried employee  of  the
Company  who  holds a position of responsibility  in  a
managerial,  administrative, or  professional  capacity
and is in wage grade 43 or above.

2.21 Kodak

"Kodak" means Eastman Kodak Company.

2.22 Negative Discretion

"Negative  Discretion" means the discretion granted  to  the
Committee pursuant to Sections 7.2(c) to reduce or eliminate
the  portion  of  the  Award Pool  allocated  to  a  Covered
Employee.

2.23 Net Operating Profit After Tax

"Net  Operating Profit After Tax" means, for  a  Performance
Period, the after-tax operating earnings of the Company  for
the  Performance  Period adjusted for interest  expense  and
Wang  in-process  R&D.  The Committee is authorized  at  any
time during the first 90 days of a Performance Period, or at
any time thereafter in its sole and absolute discretion,  to
adjust  or  modify  the calculation of Net Operating  Profit
After  Tax  for such Performance Period in order to  prevent
the  dilution  or enlargement of the rights of Participants,
(a) in the event of, or in anticipation of, any dividend  or
other  distribution (whether in the form of cash, securities
or   other   property),   recapitalization,   restructuring,
reorganization,    merger,    consolidation,    spin    off,
combination,   repurchase,  share   exchange,   liquidation,
dissolution,  or other similar corporate transaction,  event
or  development;  (b) in recognition of, or in  anticipation
of,  any  other unusual or nonrecurring event affecting  the
Company, or the financial statements of the Company,  or  in
response  to,  or in anticipation of, changes in  applicable
laws,   regulations,  accounting  principles,  or   business
conditions;  (c)  in recognition of, or in anticipation  of,
any other extraordinary gains or losses; and (d) in view  of
the  Committee's assessment of the business strategy of  the
Company,  performance of comparable organizations,  economic
and  business conditions, and any other circumstances deemed
relevant.   However, if and to the extent  the  exercise  of
such  authority  after the first 90 days  of  a  Performance
Period  would  cause  the  Awards  granted  to  the  Covered
Employees  for the Performance Period to fail to qualify  as
"Performance-Based Compensation" under Section 162(m) of the
Code,  then  such  authority shall only  be  exercised  with
respect to those Participants who are not Covered Employees.

2.24 Operating Net Assets

"Operating Net Assets" means, for a Performance Period,  the
net  investment  used  in  the operations  of  the  Company.
Operating  Net  Assets  is  calculated  from  the  Company's
audited  consolidated financial statements  as  being  total
assets  minus non-interest-bearing liabilities adjusted  for
LIFO   inventories,  postemployment  benefits   other   than
pensions  (OPEB) and Wang in-process R&D.  The Committee  is
authorized at any time during a Performance Period to adjust
or  modify the calculation of Operating Net Assets for  such
Performance  Period  in  order to prevent  the  dilution  or
enlargement of the rights of Participants, (a) in the  event
of,   or   in  anticipation  of,  any  dividend   or   other
distribution  (whether in the form of  cash,  securities  or
other     property),    recapitalization,     restructuring,
reorganization,    merger,    consolidation,    spin    off,
combination,   repurchase,  share   exchange,   liquidation,
dissolution,  or other similar corporate transaction,  event
or  development;  (b) in recognition of, or in  anticipation
of,  any  other unusual or nonrecurring event affecting  the
Company, or the financial statements of the Company,  or  in
response  to,  or in anticipation of, changes in  applicable
laws,   regulations,  accounting  principles,  or   business
conditions;  (c)  in recognition of, or in anticipation  of,
any other extraordinary gains or losses; and (d) in view  of
the  Committee's assessment of the business strategy of  the
Company,  performance of comparable organizations,  economic
and  business conditions, and any other circumstances deemed
relevant.   However, if and to the extent  the  exercise  of
such  authority  after the first 90 days  of  a  Performance
Period  would  cause  the  Awards  granted  to  the  Covered
Employees  for the Performance Period to fail to qualify  as
"Performance-Based Compensation" under Section 162(m) of the
Code,  then  such  authority shall only  be  exercised  with
respect to those Participants who are not Covered Employees.

2.25 Participant

"Participant,"  means  for  a  Performance  Period,  a   Key
Employee  who is designated to participate in the  Plan  for
the Performance Period pursuant to Article 3.

2.26 Performance Criteria

"Performance  Criteria" shall mean any of the following  for
the   Company  on  a  consolidated  basis  and/or  for   any
subsidiary, division, business unit or one or more  business
segments:   return   on  net  assets   (RONA),   return   on
shareholders' equity, return on assets, return  on  capital,
shareholder  returns, total shareholder  return,  return  on
invested  capital, profit margin, earnings  per  share,  net
earnings, operating earnings, Common Stock price per  share,
sales  or  market  share, unit manufacturing  cost,  working
capital,  productivity, days sales in inventory, days  sales
outstanding,   revenue,  revenue  growth,  cash   flow   and
investable cash flow.

2.27 Performance Formula

"Performance Formula" means, for a Performance  Period,  the
one   or   more  objective  formulas  applied  against   the
Performance  Goals  to  determine the  Award  Pool  for  the
Performance   Period.   The  Performance   Formula   for   a
Performance  Period shall be established in writing  by  the
Committee within the first 90 days of the Performance Period
(or, if later, within the maximum period allowed pursuant to
Section 162(m) of the Code).

2.28 Performance Goals

"Performance Goals" means, for a Performance Period, the one
or  more goals for the Performance Period established by the
Committee  in  writing  within the  first  90  days  of  the
Performance Period (or, if longer, within the maximum period
allowed  pursuant to Section 162(m) of the Code) based  upon
the  Performance Criteria.  The Committee is  authorized  at
any  time during the first 90 days of a Performance  Period,
or   at  any  time  thereafter  in  its  sole  and  absolute
discretion,  to  adjust  or  modify  the  calculation  of  a
Performance  Goal for such Performance Period  in  order  to
prevent  the  dilution  or  enlargement  of  the  rights  of
Participants,  (a) in the event of, or in  anticipation  of,
any  unusual  or extraordinary corporate item,  transaction,
event   or  development;  (b)  in  recognition  of,  or   in
anticipation  of,  any other unusual or nonrecurring  events
affecting  the Company, or the financial statements  of  the
Company,  or in response to, or in anticipation of,  changes
in  applicable laws, regulations, accounting principles,  or
business  conditions;  and (c) in view  of  the  Committee's
assessment   of  the  business  strategy  of  the   Company,
performance   of  comparable  organizations,  economic   and
business  conditions,  and  any other  circumstances  deemed
relevant.   However,  to the extent  the  exercise  of  such
authority  after  the first 90 days of a Performance  Period
would cause the Awards granted to the Covered Employees  for
the  Performance Period to fail to qualify as  "Performance-
Based  Compensation" under Section 162(m) of the Code,  then
such authority shall only be exercised with respect to those
Participants who are not Covered Employees.

2.29 Performance Period

"Performance Period" means Kodak's fiscal year.

2.30 Plan

"Plan"  means the Executive Compensation for Excellence  and
Leadership plan.

2.31 Retirement

"Retirement" means, in the case of a Participant employed by
Kodak, voluntary termination of employment: (i) on or  after
age  55 with 10 or more years of service or on or after  age
65;  or  (ii) at any time if the Participant had an age  and
years  of  service  combination of at  least  75  points  on
December 31, 1995.  In the case of a Participant employed by
a  Subsidiary, "Retirement" means early or normal retirement
under  the terms of the Subsidiary's retirement plan, or  if
the  Subsidiary does not have a retirement plan, termination
of  employment  on  or  after age 60.   A  Participant  must
voluntarily terminate his or her employment in order for his
or her termination of employment to be for "Retirement."

2.32 Subsidiary

Subsidiary means a corporation or other business  entity  in
which Kodak directly or indirectly has an ownership interest
of at least 50%.

2.33 Target Award

"Target  Award" means, for a Performance Period, the  target
award  amounts  established  for  each  wage  grade  by  the
Committee  for  the  Performance  Period.   A  Participant's
Target  Award  for a Performance Period is  expressed  as  a
percentage of his or her annual base salary in effect as  of
the  last day of the Performance Period.  The Target  Awards
shall  serve only as a guideline in making Awards under  the
Plan.   Depending  upon  the  Committee's  exercise  of  its
discretion  pursuant  to  Section  7.2(e),  but  subject  to
Section  7.3,  a  Participant may receive  an  Award  for  a
Performance Period that may be more or less than the  Target
Award for his or her wage grade for that Performance Period.
Moreover, the fact that a Target Award is established for  a
Participant's wage grade for a Performance Period shall  not
in  any  manner entitle the Participant to receive an  Award
for such period.

2.34 Investable Cash Flow

"Investable  Cash Flow" means the Company's  operating  cash
flow for the year less the cost of acquisitions.


ARTICLE 3  --  ELIGIBILITY

All  Key Employees are eligible to participate in the  Plan.
The Committee will, in its sole discretion, designate within
the  first  90  days  of  a  Performance  Period  which  Key
Employees will be Participants for such Performance  Period.
However, the fact that a Key Employee is a Participant for a
Performance  Period  shall not in any  manner  entitle  such
Participant  to  receive  an  Award  for  the  period.   The
determination as to whether or not such Participant shall be
paid  an  Award for such Performance Period shall be decided
solely in accordance with the provisions of Articles 7 and 8
hereof.


ARTICLE 4  --  PLAN ADMINISTRATION

4.1  Responsibility

The  Committee shall have total and exclusive responsibility
to  control,  operate,  manage and administer  the  Plan  in
accordance with its terms.

4.2  Authority of the Committee

The  Committee  shall  have all the authority  that  may  be
necessary   or  helpful  to  enable  it  to  discharge   its
responsibilities with respect to the Plan.  Without limiting
the  generality  of  the preceding sentence,  the  Committee
shall  have the exclusive right: to interpret the  Plan,  to
determine  eligibility for participation  in  the  Plan,  to
decide  all  questions concerning eligibility  for  and  the
amount  of  Awards payable under the Plan, to establish  and
administer the Performance Goals and certify whether, and to
what  extent,  they are attained, to construe any  ambiguous
provision of the Plan, to correct any default, to supply any
omission,   to   reconcile  any  inconsistency,   to   issue
administrative guidelines as an aid to administer the  Plan,
to  make  regulations for carrying out the Plan and to  make
changes  in  such regulations as it from time to time  deems
proper, and to decide any and all questions arising  in  the
administration, interpretation, and application of the Plan.
In  addition,  in  order  to enable Key  Employees  who  are
foreign nationals or are employed outside the United  States
or  both to receive Awards under the Plan, the Committee may
adopt such amendments, procedures, regulations, subplans and
the  like  as are necessary or advisable, in the opinion  of
the Committee, to effectuate the purposes of the Plan.

4.3  Discretionary Authority

The Committee shall have full discretionary authority in all
matters related to the discharge of its responsibilities and
the  exercise  of  its authority under the  Plan  including,
without  limitation, its construction of the  terms  of  the
Plan  and its determination of eligibility for participation
and  Awards under the Plan.  It is the intent of  Plan  that
the  decisions of the Committee and its action with  respect
to  the Plan shall be final, binding and conclusive upon all
persons having or claiming to have any right or interest  in
or under the Plan.

4.4  Section 162(m) of the Code

With regard to all Covered Employees, the Plan shall for all
purposes  be  interpreted and construed in  accordance  with
Section 162(m) of the Code.

4.5  Delegation of Authority

Except  to  the extent prohibited by law, the Committee  may
delegate some or all of its authority under the Plan to  any
person  or  persons  as long as any such  delegation  is  in
writing;  provided, however, only the Committee  may  select
and grant Awards to Participants who are Covered Employees.


ARTICLE 5  -- FORM OF AWARDS

All Awards will be paid in cash.


ARTICLE  6   --   SETTING PERFORMANCE GOALS AND  PERFORMANCE
FORMULA

Within  the  first 90 days of a Performance Period  (or,  if
longer,  within  the  maximum  period  allowed  pursuant  to
Section  162(m) of the Code), the Committee shall  establish
in writing:

     (a)  the   one  or  more  Performance  Goals  for   the
          Performance  Period  based  upon  the  Performance
          Criteria;

     (b)  the  one  or  more  Performance Formulas  for  the
          Performance Period; and

     (c)  an  objective  means of allocating, on  behalf  of
          each  Covered Person, a portion of the Award  Pool
          (not  to  exceed the amount set forth  in  Section
          7.3(b)  to  be granted, subject to the Committee's
          exercise   of   Negative  Discretion,   for   such
          Performance  Period in the event  the  Performance
          Goals for such period are attained.


ARTICLE 7  --  AWARD DETERMINATION

7.1  Certification

     (a)  In  General.  As soon as practicable following the
          availability  of  performance  results   for   the
          completed Performance Period, the Committee  shall
          determine the Company's performance in relation to
          the  Performance Goals for that period and certify
          in  writing  whether  the Performance  Goals  were
          satisfied.

     (b)  Performance  Goals  Achieved.   If  the  Committee
          certifies  that  the  Performance  Goals   for   a
          Performance  Period  were  satisfied,   it   shall
          determine  the Awards for such Performance  Period
          by  following the procedure described  in  Section
          7.2.    During  the course of this procedure,  the
          Committee  shall  certify  in  writing   for   the
          Performance  Period the amount of: (i)  the  Award
          Pool;  and (ii) the Award Pool to be allocated  to
          each  Covered Employee in accordance with  Section
          7.2(c).

     (c)  Performance Goals Not Achieved.  In the event  the
          Performance Goals for a Performance Period are not
          satisfied,  the  limitation contained  in  Section
          7.3(c) shall apply to the Covered Employees.

7.2  Calculation of Awards

     (a)  In  General.  As detailed below in the  succeeding
          provisions of this Section 7.2, the procedure  for
          determining   Awards  for  a  Performance   Period
          involves the following steps:

          (1)  determining the Award Pool;
          (2)  allocating  the  Award  Pool   to   Covered
               Employees;
          (3)  determining the Actual Award Pool; and
          (4)  allocating   the  Actual  Award  Pool   among
               individual  Participants other  than  Covered
               Employees.

          Upon completion of this process, any Awards earned
          for  the  Performance  Period  shall  be  paid  in
          accordance with Article 8.

     (b)  Determining  Award  Pool.   The  Committee   shall
          determine  the  Award  Pool  for  the  Performance
          Period  by  applying the Performance  Formula  for
          such  Performance Period against  the  Performance
          Goals for the same Performance Period.

     (c)  Allocating  Award Pool to Covered Employees.   The
          Committee shall determine, by way of the objective
          means  established  pursuant  to  Article  6,  the
          portion  of the Award Pool that is to be allocated
          to  each  Covered  Employee  for  the  Performance
          Period.  The Committee shall have no discretion to
          increase  the  amount  of any  Covered  Employee's
          Award  as  so determined, but may through Negative
          Discretion   reduce  the  amount  of  or   totally
          eliminate  such  Award if it  determines,  in  its
          absolute   and  sole  discretion,  that   such   a
          reduction or elimination is appropriate.

     (d)  Determining Actual Award Pool.  The Committee  may
          use  its  discretion to adjust upward or  downward
          the  amount  of the Award Pool for any Performance
          Period.  No such adjustment will, however,  affect
          the  amount  of  the Awards paid  to  the  Covered
          Employees  for  the Performance  Period.   To  the
          extent   the  Committee  determines  to   exercise
          discretion  with regard to the Award  Pool  for  a
          Performance  Period,  the amount  remaining  after
          such adjustment shall be the Actual Award Pool for
          the  Performance Period.  Thus, if  the  Committee
          elects not to exercise discretion with respect  to
          the  Award  Pool  for  a Performance  Period,  the
          amount   of   the  Actual  Award  Pool   for   the
          Performance  Period will equal the amount  of  the
          Award   Pool   for  such  period.    Examples   of
          situations  where  the  Committee  may  choose  to
          exercise  this  discretion  include  unanticipated
          economic   or  market  changes,  extreme  currency
          exchange   effects,  management   or   significant
          workforce  issues, or dramatic shifts in  customer
          satisfaction.

     (e)  Allocating   Actual  Award  Pool   to   Individual
          Participants  Other Than Covered Employee.   Based
          on   such  factors,  indicia,  standards,   goals,
          criteria and/or measures that the Committee  shall
          determine,  the Committee shall, in its  sole  and
          absolute    discretion,   determine    for    each
          Participant,  other than those  that  are  Covered
          Employees,  the  portion, if any,  of  the  Actual
          Award   Pool   that  will  be  awarded   to   such
          Participant for the Performance Period.  By way of
          illustration,  and not by way of  limitation,  the
          Committee  may,  but  shall not  be  required  to,
          consider: (1) the Participant's position and level
          of  responsibility, individual merit, contribution
          to  the  success of the Company and Target  Award;
          (2)   the  performance  of  the  Company  or   the
          organizational unit of the Participant based  upon
          attainment  of  financial  and  other  performance
          criteria   and  goals;  and  (3)  business   unit,
          division or department achievements.

7.3  Limitations on Awards

The  provisions of this Section 7.3 shall control  over  any
Plan provision to the contrary.

     (a)  Maximum  Award  Pool.   The total  of  all  Awards
          granted for a Performance Period shall not  exceed
          the  amount  of  the Actual Award  Pool  for  such
          Performance Period.

     (b)  Maximum  Award Payable to Covered Employees.   The
          maximum  Award  payable to  any  Covered  Employee
          under  the Plan for a Performance Period shall  be
          $5,000,000.

     (c)  Attainment  of Performance Goals.  The Performance
          Goals for a Performance Period must be achieved in
          order  for a Covered Employee to receive an  Award
          for such Performance Period.


ARTICLE 8  --  PAYMENT OF AWARDS FOR A PERFORMANCE PERIOD

8.1  Termination of Employment

The  Committee shall determine rules regarding the treatment
of  a Participant under the Plan for a Performance Period in
the  event  of  the Participant's termination of  employment
prior to the Award Payment Date for such Performance Period.

8.2  Timing of Award Payments

Unless  deferred  pursuant to Article 9 hereof,  the  Awards
granted   for  a  Performance  Period  shall  be   paid   to
Participants on the Award Payment Date for such  Performance
Period,  which  date shall occur as soon as administratively
practicable  following  the  completion  of  the   procedure
described in Section 7.2.


ARTICLE 9  --  DEFERRAL OF AWARDS

At  the  discretion  of the Committee,  a  Participant  may,
subject  to  such terms and conditions as the Committee  may
determine, elect to defer payment of all or any part of  any
Award  which  the Participant might earn with respect  to  a
Performance Period by complying with such procedures as  the
Committee  may  prescribe.  Any Award, or  portion  thereof,
upon  which such an election is made shall be deferred into,
and be subject to the terms, conditions and requirements of,
the  Eastman  Kodak Employees' Savings and Investment  Plan,
1982  Eastman  Kodak Company Executive Deferred Compensation
Plan or such other applicable deferred compensation plan  of
the Company.


ARTICLE 10 --

Intentionally omitted.


ARTICLE 11  --  CHANGE IN OWNERSHIP

11.1 Background

Notwithstanding  any  provision  contained  in   the   Plan,
including, but not limited to, Sections 1.1, 4.4  and  13.9,
the  provisions  of this Article 11 shall control  over  any
contrary  provision.  Upon a Change in  Ownership:  (a)  the
terms of this Article 11 shall immediately become operative,
without  further action or consent by any person or  entity;
(b)  all terms, conditions, restrictions and limitations  in
effect on any unpaid and/or deferred Award shall immediately
lapse  as of the date of such event; and (c) no other terms,
conditions,  restrictions,  and/or  limitations   shall   be
imposed  upon any Awards on or after such date,  and  in  no
event shall an Award be forfeited on or after such date.

11.2 Payment of Awards

Upon a Change in Ownership, any Key Employee, whether or not
he  or  she is still employed by the Company, shall be paid,
as  soon  as practicable but in no event later than 90  days
after  the Change in Ownership, the Awards set forth in  (a)
and (b) below:

     (a)  All of the Key Employee's unpaid Awards; and

     (b)  A  pro-rata  Award for the Performance  Period  in
          which  the Change in Ownership occurs.  The amount
          of  the  pro-rata  Award shall  be  determined  by
          multiplying  the Target Award for such Performance
          Period for Participants in the same wage grade  as
          the  Key Employee by a fraction, the numerator  of
          which  shall be the number of full months  in  the
          Performance Period prior to the date of the Change
          in Ownership and the denominator of which shall be
          the total number of full months in the Performance
          Period.   For  purposes  of  this  calculation,  a
          partial month shall be treated as a full month  to
          the  extent of 15 or more days in such month  have
          elapsed.  To the extent Target Awards have not yet
          been  established for the Performance Period,  the
          Target   Awards  for  the  immediately   preceding
          Performance  Period shall be used.   The  pro-rata
          Awards  shall be paid to the Key Employee  in  the
          form of a lump-sum cash payment.

11.3 Miscellaneous

Upon a Change In Ownership, no action, including, but not by
way of limitation, the amendment, suspension, or termination
of the Plan, shall be taken which would affect the rights of
any  Key  Employee or the operation of the Plan with respect
to  any  Award  to  which the Key Employee may  have  become
entitled hereunder on or prior to the date of such action or
as a result of such Change In Ownership.


ARTICLE 12  --  CHANGE IN CONTROL

12.1 Background

Notwithstanding  any  provision  contained  in   the   Plan,
including, but not limited to, Sections 1.1, 4.4  and  13.9,
the  provisions  of this Article 12 shall control  over  any
contrary provision.  All Key Employees shall be eligible for
the   treatment  afforded  by  this  Article  12  if   their
employment  with  the Company terminates  within  two  years
following a Change In Control, unless the termination is due
to  (a)  death;  (b) Disability; (c) Cause; (d)  resignation
other than (1) resignation from a declined reassignment to a
job  that is not reasonably equivalent in responsibility  or
compensation  (as  defined in Kodak's Termination  Allowance
Plan),  or  that  is  not in the same  geographic  area  (as
defined  in  Kodak's  Termination Allowance  Plan),  or  (2)
resignation within thirty days of a reduction in  base  pay;
or (e) Retirement.

12.2 Vesting and Lapse of Restrictions

If  a  Key  Employee qualifies for treatment  under  Section
12.1,  his  or  her Awards shall be treated  in  the  manner
described in Subsections 11.1(b) and (c).

12.3 Payment of Awards

If  a  Key  Employee qualifies for treatment  under  Section
12.1, he or she shall be paid, as soon as practicable but in
no  event later than 90 days after his or her termination of
employment, the Awards set forth in (a) and (b) below:

     (a)  All of the Key Employee's unpaid Awards; and

     (b)  A  pro-rata  Award for the Performance  Period  in
          which his or her termination of employment occurs.
          The   amount  of  the  pro-rata  Award  shall   be
          determined  by  multiplying the Target  Award  for
          such  Performance Period for Participants  in  the
          same wage grade as the Key Employee by a fraction,
          the numerator of which shall be the number of full
          months in the Performance Period prior to the date
          of  the  Key  Employee's termination of employment
          and  the  denominator of which shall be the  total
          number  of full months in the Performance  Period.
          For  purposes of this calculation, a partial month
          shall be treated as a full month to the extent  15
          or  more days in such month have elapsed.  To  the
          extent Target Awards have not yet been established
          for  the Performance Period, the Target Awards for
          the immediately preceding Performance Period shall
          be used.  The pro-rata Awards shall be paid to the
          Key  Employee  in  the form  of  a  lump-sum  cash
          payment.

12.4 Miscellaneous

Upon  a Change In Control, no action, including, but not  by
way of limitation, the amendment, suspension, or termination
of the Plan, shall be taken which would affect the rights of
any  Key  Employee or the operation of the Plan with respect
to  any  Award  to  which the Key Employee may  have  become
entitled  hereunder  prior to the  date  of  the  Change  In
Control  or  to  which he or she may become  entitled  as  a
result of such Change In Control.


ARTICLE 13  --  MISCELLANEOUS

13.1  Nonassignability

No  Awards under the Plan shall be subject in any manner  to
alienation, anticipation, sale, transfer (except by will  or
the  laws of descent and distribution), assignment,  pledge,
or  encumbrance,  nor shall any Award be payable  to  anyone
other than the Participant to whom it was granted.

13.2  Withholding Taxes

The  Company  shall be entitled to deduct from  any  payment
under the Plan, regardless of the form of such payment,  the
amount  of  all  applicable  income  and  employment   taxes
required by law to be withheld with respect to such  payment
or  may require the Participant to pay to it such tax  prior
to and as a condition of the making of such payment.

13.3  Amendments to Awards

The  Committee  may  at  any  time  unilaterally  amend  any
unearned,  deferred or unpaid Award, including, but  not  by
way  of  limitation, Awards earned but not yet paid, to  the
extent  it  deems appropriate; provided, however,  that  any
such  amendment which, in the opinion of the  Committee,  is
adverse  to  the Participant shall require the Participant's
consent.

13.4  No Right to Continued Employment or Grants

Participation  in the Plan shall not give any  Key  Employee
any right to remain in the employ of the Company.  Kodak or,
in the case of employment with a Subsidiary, the Subsidiary,
reserves  the  right to terminate any Key  Employee  at  any
time.   Further,  the adoption of this  Plan  shall  not  be
deemed to give any Key Employee or any other individual  any
right  to  be selected as a Participant or to be granted  an
Award.

13.5  Amendment/Termination

The  Committee may suspend or terminate the Plan at any time
with  or  without prior notice.  In addition, the  Committee
may,  from  time to time and with or without  prior  notice,
amend   the  Plan  in  any  manner,  but  may  not   without
shareholder approval adopt any amendment which would require
the  vote  of the shareholders of Kodak pursuant to  Section
162(m)  of  the  Code, but only insofar  as  such  amendment
affects Covered Employees.

13.6  Governing Law

The  Plan  shall be governed by and construed in  accordance
with the laws of the State of New York, except as superseded
by  applicable  Federal Law, without giving  effect  to  its
conflicts of law provisions.

13.7  No Right, Title, or Interest in Company Assets

To  the  extent  any  person acquires  a  right  to  receive
payments from the Company under this Plan, such rights shall
be  no  greater than the rights of an unsecured creditor  of
the Company and the Participant shall not have any rights in
or  against any specific assets of the Company.  All of  the
Awards granted under the Plan shall be unfunded.

13.8  No Guarantee of Tax Consequences

No   person   connected  with  the  Plan  in  any  capacity,
including,  but  not limited to, Kodak and its  Subsidiaries
and  their  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 amounts deferred under the  Plan,
or  paid  to or for the benefit of a Participant  under  the
Plan,  or  that  such  tax treatment will  apply  to  or  be
available  to  a Participant on account of participation  in
the Plan.

13.9  Compliance with Section 162(m)

If  any provision of the Plan would cause the Awards granted
to a Covered Person not to constitute qualified Performance-
Based  Compensation under Section 162(m) of the  Code,  that
provision,  insofar  as it pertains to the  Covered  Person,
shall be severed from, and shall be deemed not to be a  part
of,  this Plan, but the other provisions hereof shall remain
in full force and effect.