Exhibit (10.2)



         NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS

                           GRANTED TO _________

                            EFFECTIVE _________

                         PURSUANT TO THE

            2005 OMNIBUS LONG-TERM COMPENSATION PLAN














                              APPROVED BY:

                              Action by or on behalf of the
                              Executive Compensation and
                              Development Committee effective
                              __________, _______




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


1.   Background

Under  Article 8 of the 2005 Omnibus Long-Term  Compensation
Plan   (the   "Plan"),   the  Executive   Compensation   and
Development  Committee (the "Committee")  may,  among  other
things,  award non-qualified stock options of the  Company'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

The  Committee or its designee granted, effective __________
(the  "Grant Date"), __________ (the "Participant") an award
of  __________ (__________) non-qualified stock options (the
"Award").  One option provides for the ability to purchase a
single  share  of Common Stock.  The Award is granted  under
the  Plan, subject to the terms and conditions of  the  Plan
and those set forth in this Notice of Award of Non-Qualified
Stock Options ("Award Notice").  To the extent there is  any
inconsistency between the terms of this Award Notice and the
Plan, the terms of the Plan will control.

3.   Terms and Conditions of Award

The following terms and conditions will apply to the Award:

(a)  Option   Price.   The  option  price  for  the  options
     evidenced by way of this Award Notice will be the  mean
     between the high and low at which Kodak Common Stock trades
     on the New York Stock Exchange on the Grant Date, i.e.,
     $______.

(b)  Duration of Option.  Notwithstanding Section 3(h)
     below, each option will expire at the close of business on
     the day immediately prior to the seventh (7th) anniversary
     of the Grant Date, unless sooner terminated or forfeited in
     accordance with the terms and conditions of this Award
     Notice or the Plan.

(c)  Vesting.  No option will be exercisable prior to the
     date on which it vests.  The options will vest in __________
     (___) installments on the _____, _____ and _____
     anniversaries of the Grant Date, except as otherwise
     provided in Section 3(h)(ii).  The options must be exercised
     by written notice or by any other method permitted by the
     Committee stating the number of options to be exercised.

(d)  Payment of Option Price.  The option price for the
     share for which an option is exercised by the Participant
     will be paid by the Participant on the date the option is
     exercised in cash, in shares of Common Stock owned by the
     Participant, or a combination of the foregoing.  Any share
     of Common Stock delivered in payment of the option price
     will be valued at its Opening Price on the date of exercise.

(e)  Withholding.  The Participant will pay the amount of
     taxes required to be withheld upon exercise of his or her
     options by delivering a check made payable to the Company.

(f)  Rights as a Shareholder.  The Participant will not have
     any of the rights of a shareholder with respect to the
     shares of Common Stock covered by an option except to the
     extent one or more certificates for such shares will be
     delivered to him or her upon the exercise of such option.

(g)  Broker Assisted Exercise.  Notwithstanding Sections
     3(d) and 3(e) above, the Participant may, subject to Section
     5 hereof, exercise any option granted to him or her under
     this Award Notice by way of the Company's broker-assisted
     stock option exercise program, to the extent such program is
     available at the time of such exercise.  Pursuant to the
     terms of such program, the amount of any taxes required to
     be withheld upon exercise of any options must be paid in
     cash directly to the Company.

(h)  Termination of Employment.

     (i)  Forfeiture.  The provisions of this Section 3(h)(i)
          will apply insofar as the Participant's employment is
          terminated for any reason, whether voluntarily  or
          involuntarily, after the Grant Date.

          (A)  Unvested Options.  Effective upon the date of the
               Participant's termination of employment, all of the unvested
               portion of the Participant's options will be immediately
               forfeited; provided, however, (1) if the Participant's
               employment is terminated by reason of Retirement, Layoff, an
               Individual Retirement Plan, a Special Separation Program, or
               an Approved Reason not covered by clauses (i) through (vi)
               of Section 4(a) hereof, the unvested options will continue
               vesting pursuant to Section 3(c) and will expire on the
               third anniversary of the date of the Participant's
               termination of employment, and (2) if the Participant's
               employment is terminated by reason of death, Disability, a
               Divestiture or a Transfer, the unvested options will
               immediately vest in accordance with Section 3(h)(ii) and
               will expire on the third anniversary of the date of the
               Participant's termination of employment, in each case,
               unless sooner forfeited in accordance with the terms of this
               Award Notice or the Plan.

	  (B)  Vested Options.  On the sixtieth (60th) day after the
               date of the Participant's termination, all of the vested
               portion of the Participant's options will expire; provided,
               however, (1) if the Participant's employment is terminated
               by reason of death, Disability or an Approved Reason, the
               vested options will expire on the third anniversary of the
               date of the Participant's termination of employment, unless
               sooner forfeited in accordance with the terms of this Award
               Notice or the Plan, and (2) if the Participant's employment
               is terminated for Cause, all of the vested options, together
               with any unvested options, will be immediately forfeited.

     (ii) Accelerated Vesting.

          (A)  Death.  Notwithstanding Section 3(c) above to the
               contrary, if the Participant dies prior to the vesting of
               all of the nonqualified stock options granted to him or her
               under this Award Notice, all of such unvested options will
               immediately vest on the date of the Participant's death and
               may be exercised by the Participant's estate, subject to the
               Plan's terms and conditions, at any time between such date
               and the third anniversary of the date of the Participant's
               death, unless sooner forfeited in accordance with the terms
               of this Award Notice or the Plan.

          (B)  Disability, Divestiture or Transfer.  Notwithstanding
               Section 3(c) above to the contrary, if the Participant's
               employment terminates as a result of Disability, a
               Divestiture or a Transfer prior to the vesting of all of the
               nonqualified stock options granted to him or her under this
               Award Notice, all of such unvested options will immediately
               vest on the date of the Participant's termination of
               employment and may be exercised, subject to the Plan's terms
               and conditions, at any time between such date and the third
               anniversary of the date of the Participant's termination of
               employment, unless sooner forfeited in accordance with the
               terms of this Award Notice or the Plan.

4.   Definitions

Any defined term used in this Award Notice, other than those
set forth below, will have the same meaning for purposes  of
this document as that ascribed to it under the terms of  the
Plan.   The  following definitions will apply to this  Award
Notice:

(a)  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.  Subject to the limitation set
     forth in the sentence above, the Committee or the Chief
     Executive Officer may determine what other circumstances, if
     any, besides those specifically described in this subsection
     constitute a termination of employment for an  Approved
     Reason.  The following types of terminations of employment
     will be for an Approved Reason:

     (i)  Divestiture.  The Participant terminates employment as
          a direct result of a Divestiture; provided, however, that
          following the Divestiture the Participant is not employed by
          an entity within Kodak's controlled group for financial
          reporting purposes.

     (ii) Layoff.  The Participant terminates employment as a
          result of a Layoff; provided, however, the Participant
          complies with all of the applicable conditions required in
          order to receive severance benefits under the terms of the
          benefit plan providing the severance benefits due to the
          Layoff and, in particular, in those cases where the receipt
          of severance benefits is conditioned on the execution of a
          general release, the Participant signs and does not revoke
          the general release.

     (iii)Retirement.  The Participant terminates employment
          as a result of Retirement.

     (iv) Special Separation Program.  The Participant terminates
          employment under a Special Separation Program; provided,
          however, the Participant complies with all of the applicable
          conditions of the program.

     (v)  Transfer.  The Participant terminates employment as a
          result of a Transfer.

     (vi) Individual Retirement Plan.  The Participant retires
          pursuant to the terms of an Individual Retirement Plan;
          provided, however, the Participant complies with all of the
          applicable conditions of the plan.

(b)  Cause.  "Cause" means:

     (i)    the Participant's failure to perform his or her duties
            in a manner deemed satisfactory by the Participant's
            supervisor; or

     (ii)   the Participant's failure to follow a lawful written
            directive of the Company's Chief Executive Officer, the
            Participant's supervisor or any other person to whom the
	    Participant has a reporting relationship in any capacity; or

     (iii)  the Participant's violation of any material rule,
	    regulation, or policy that may be established from time to
	    time for the conduct of his or her employer's business; or

     (iv)   the Participant's unlawful possession, use or sale of
	    narcotics or other controlled substances, or performing job
	    duties while illegally used controlled substances are
	    present in the Participant's system; or

     (v)    any act of omission or commission by the Participant in
	    the scope of his or her employment (A) which results in the
	    assessment of a civil or criminal penalty against the
	    Participant or the Participant's employer, or (B) which in
	    the reasonable judgment of the Participant's supervisor
	    could result in a material violation of any foreign or U.S.
	    federal, state or local law or regulation having the force
	    of law; or

     (vi)   the Participant's conviction of, or plea of, guilty or
	    no contest to any crime involving moral turpitude; or

     (vii)  any misrepresentation of a material fact to, or
	    concealment of a material fact from, the Participant's
	    supervisor or any other person to whom the Participant has a
    	    reporting relationship in any capacity; or

     (viii) the Participant's breach of his or her Eastman
	    Kodak Company Employee's Agreement or any similar agreement
            required of the Participant's employer or the Participant's
            breach of the Eastman Kodak Company Business Conduct Guide.

     A  Participant may be treated as terminating employment
     for  Cause for purposes of this subsection even  though
     the  Participant may not be considered by  his  or  her
     employer  as terminating employment for cause  for  any
     other purpose.

(c)  Divestiture.  "Divestiture" means any one  or  more  of
     the following transactions: (i) the sale or other transfer
     to an unrelated entity of all or substantially all of the
     assets used by the Participant's employer in a trade or
     business conducted by the Participant's employer; (ii) if
     the Participant was employed by a subsidiary corporation
     (within the meaning of Code section 424(f)) of Kodak, or by
     a corporation that is a member of a controlled group of
     corporations (within the meaning of Code section 414(b) as
     modified by Code section 415(h)) that includes Kodak, the
     liquidation, sale, or other means of terminating the parent-
     subsidiary  or  controlled group  relationship  of  the
     Participant's employer with Kodak; (iii)  the  loss  or
     expiration of a contract with a government agency and the
     entry into a successor contract by an unrelated entity and
     such government agency; (iv) the sale or other transfer of
     all  or  substantially all of the assets  used  by  the
     Participant's employer at a plant, facility,  or  other
     business location of the Participant's employer; (v) any
     other  sale, transfer, or disposition of assets of  the
     Participant's employer to an unrelated entity; or (vi) any
     change  in  the contractual arrangements governing  the
     performance of the Participant's services where, immediately
     following the change in the contractual arrangements, the
     Participant continues to perform primarily the same services
     for the same recipient.

(d)  Individual Retirement Plan.  "Individual Retirement
     Plan" means a special individualized pension arrangement
     between the Participant and the Participant's employer that
     is approved in writing by the Director, Human Resources and
     Senior Vice President, Eastman Kodak Company and grants the
     Participant deemed years of age and/or service such that
     when combined with the Participant's actual years of age and
     service, the Participant is eligible for Retirement.

(e)  Layoff.  "Layoff" means a layoff under the terms of
     Kodak's Termination Allowance Plan ("TAP") or any similar
     plan or program adopted by the Participant's employer.

(f)  Opening Price.  "Opening Price" means the opening price
     of the Common Stock on the New York Stock Exchange on the
     relevant date; provided, however, if the Common Stock is not
     traded on the relevant date, then the opening price on the
     immediately preceding date on which the Common Stock is
     traded will be used.

(g)  Special Separation Program.  A "Special Separation
     Program" means either (i) a "Special Separation Program" as
     defined in Section 4.02 of the TAP or the relevant section
     of any similar plan or program adopted by the Participant's
     employer; or (ii) an involuntary termination of employment
     for other than Cause pursuant to the terms of a written
     special letter agreement between the Participant and his or
     her employer.  In the case where Kodak is the Participant's
     employer, the written letter agreement must be executed on
     behalf of Kodak by the Director, Human Resources and Senior
     Vice President, Eastman Kodak Company.  In all other cases,
     prior to its execution the written letter agreement must be
     reviewed and approved prior to execution by the Director,
     Human Resources and Senior Vice President, Eastman Kodak
     Company.

(h)  Transfer.  "Transfer" means a transfer of employment of
     a Participant that is initiated by the Participant's
     employer, which for financial reporting purposes is an
     entity within Kodak's controlled group, to an entity in
     which Kodak has an ownership interest, but is not a member
     of Kodak's controlled group for financial reporting
     purposes, it being understood that a transfer of employment
     of a Participant to a Subsidiary will not be deemed a
     Transfer for purposes of this Award Notice.

5.   Section 16 of the Exchange Act

In order to avoid any Exchange Act violations, the Committee
may,  at  any time and from time to time, impose  additional
restrictions upon the Award, including, but not  by  way  of
limitation, restrictions regarding the Participant's ability
to  exercise  options  under  the Company's  broker-assisted
stock option exercise program under Section 3(g).

6.   Non-Assignability

(a)  In  General.  Except as specified in Section 6(b),  the
     Award  will not in any manner be subject to alienation,
     anticipation,  sale,  transfer, assignment,  pledge  or
     encumbrance.

(b)  Transfers.  The non-qualified stock options granted
     pursuant to this Award Notice are transferable in accordance
     with, and subject to, the terms and conditions set forth in
     Section 16.1(b) of the Plan.

7.   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.

8.   Miscellaneous

(a)  Headings.   The headings of the Sections of this  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.

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  nonqualified  stock options granted  pursuant  to  this
Award  Notice (either at the date of their grant or  at  the
time  the  shares  are  vested) will not  be  includible  as
compensation or earnings for purposes of any compensation or
benefit plan offered by the Company.