Exhibit 10.8








                  POLAROID INCENTIVE PLAN FOR EXECUTIVES
                  --------------------------------------





                           POLAROID CORPORATION

                         Cambridge, Massachusetts


                        Effective January 1, 1996








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                  POLAROID INCENTIVE PLAN FOR EXECUTIVES
                  ---------------------------------------


PURPOSE
-------

     The Polaroid Incentive Plan for Executives is established by
Polaroid Corporation to motivate present executives and other key
employees whose judgment, initiative, leadership and continued effort
contribute to the success of the Company and its Subsidiaries and to
attract highly competent individuals.
     This Plan provides an incentive for officers, executives and other
key employees of the Company and its Subsidiaries to maximize the
Company's operational performance.


                                ARTICLE I
                               DEFINITIONS
                              ------------

1.01           Award.  Award shall have the meaning as provided in
          Section 3.02 hereof.

1.02           Board of Directors.  Board of Directors shall mean the
          Board of Directors of the Company.

1.03           Code.  Code shall mean the Internal Revenue Code of 1986
          ("Code"), as amended, and its implementing regulations, unless
          otherwise specifically provided herein.

1.04           Committee.  Committee shall mean the group of individuals
          designated to administer this Plan pursuant to Article VI
          hereof.

1.05           Company.  Company shall mean Polaroid Corporation, a
          Delaware corporation.

1.06           Company Contributions.  Company Contributions shall mean
          the aggregate amount subject to distribution under the Award
          formula for all Participants.

1.07           Compensation.  Compensation includes and is limited to:
                   (a)  Primary salary or wages;
                   (b)  Amounts elected as or deemed to be cash,
               property or other taxable benefits under any plan
               established by the Company under Code Section 125 as now
               or hereafter in effect;


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                    (c)  Amounts elected as non-taxable benefits under
               any plan established by the Company under Code Section 125
               as now or hereafter in effect;
                    (d)  Amounts, other than the Company's matched
               deferral contributions, elected as or deemed to be
               payments to the Participant directly in cash under any
               cash or deferral arrangement established by the Company
               and qualified under Code Section 401(k) as now or
               hereafter in effect;
                    (e)  Amounts, other than the Company's matched
               deferral contribution, elected as or deemed to be payments
               as contributions to a trust under a profit sharing or
               stock bonus plan under any cash or deferral arrangement
               established by the Company and qualified under Code
               Section 401(k) as now or hereafter in effect; and,
                    (f)  Payments made directly or indirectly under the
               Company's short-term disability program, as it shall exist
               from time to time, including payments made thereunder in
               lieu of payments by the Company regardless of their source
               (provided, however, that the total of all such payments to
               a disabled Employee shall not be in excess of the basic
               salary or wages that would have been payable to him had he
               not been disabled), earned by and paid to a Participant by
               the Company in a Plan Year during which he was a
               Participant.

               All compensation or allocations, other than those
          described in (a) through (f) above, are excluded from
          Compensation, such as but not limited to, overtime pay, shift
          premiums, schedule change premiums, special day premiums,
          tuition refunds, relocation payments, suggestion or special
          awards, commissions, fixed and other bonuses, payments pursuant
          to any incentive compensation or profit sharing plan
          contributions (including the Company's matched deferral
          contributions), allocations or benefits pursuant to any
          retirement, pension, survivor's benefit, death benefit, long-
          term disability, insurance or other plan, severance pay and
          premiums, adjustments and allowances on account of foreign
          service.

1.08           EBIT.  EBIT for any Plan Year shall mean the profit from
          operations as shown in the Company's financial statements
          contained in the Company's annual report to stockholders and
          adding back expenses for Company contributions to this Plan or
          any other bonus or incentive compensation plan (excluding sales
          bonus plans).


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                    Notwithstanding the foregoing, any unusual and
          significant expenses incurred or unusual and significant
          revenues received by the Company may be excluded if approved by
          the Board of Directors.

1.10           Employee.  Employee shall mean any "Full-Time Permanent"
          employee and any "Part-Time Permanent" employee of Polaroid, as
          defined by the Company in a uniform and non-discriminatory
          manner.

1.11           EVA.  Economic Value Added ("EVA") for any Plan Year shall
          mean the EBIT minus charge for Capital employed for the
          operation of either the Corporation or the Business Unit, as
          applicable.  For purposes of this definition Capital is defined
          as the working capital, such as inventory, receivables and
          fixed assets (equipment and buildings) utilized in the
          respective component.

1.12           EVA Target.  EVA Target shall mean the goal for EVA which
          the Company hopes to obtain in the Plan Year.  This EVA Target
          shall be set by the Human Resources Committee in the first
          quarter of each Plan Year.

1.13           Human Resources Committee.  The Human Resources Committee
          shall mean the Human Resources Committee of the Board of
          Directors.

1.14           Option.  Option shall mean the number of shares in an
          Option granted after January 1, 1994, under the 1993 Polaroid
          Stock Incentive Plan.

1.15           Participant.  Participant shall mean an Employee selected
          to participate in the Plan in accordance with Article II
          hereof.

1.16           Plan.  Plan shall mean this Polaroid Executive Incentive
          Compensation Plan as in effect from time to time.

1.17           Plan Year.  Plan Year shall mean a calendar year.


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1.18           Stock.  Stock shall mean common stock, par value $1 per
          share, issued by the Company.

1.19           Subsidiary.  Subsidiary shall mean any corporation of
          which more than fifty percent (50%) of the outstanding shares
          of voting stock are beneficially owned directly or indirectly
          by the Company.


                               ARTICLE II

                               ELIGIBILITY
                               -----------

2.01           Eligibility to Participate.  Officers of the Company or
          any Subsidiary, whether or not directors of the Company, and
          non-officer Employees or employees of any Subsidiary who are
          employed in positions of administrative, technical, or
          managerial responsibility shall be eligible to participate in
          the Plan.

2.02           Participation.  Non-officer Employees or non-officer
          employees of a Subsidiary eligible to participate under Section
          2.01 shall become Participants if selected by the Committee.
          Officers of the Company or any Subsidiary shall become
          Participants if selected by the Human Resources Committee.

2.03      Termination of Participation.  Participation in the Plan shall
          terminate when a Participant's employment by the Company
          terminates for any reason or when his employment status with
          the Company changes so that he ceases to be an Employee and has
          not otherwise been designated as a Participant pursuant to
          Section 2.01 hereof.


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                               ARTICLE III

                         ANNUAL EXECUTIVE BONUS
                         ----------------------

3.01           Award.  An Award under this Plan shall have three
          components, a Personal Performance Component, a Corporate
          Component and a Business Unit Component.  Each Participant who
          achieves their Personal Performance Component shall receive an
          Award equal to the benefit derived under the Corporate
          Component and the Business Unit Component.  This Award shall be
          determined given the Participant's:
                    (a)  percentage of achievement of the individual's
               Personal Performance Component;
                    (b)  level or range of participation in the Plan
               (expressed as a percentage of the Participant's
               Compensation); and,
                    (c)  the ratio of the Corporate Component to his
               Business Unit Component as established by the Human
               Resources Committee pursuant to Section 3.03 below.

               Participants who are not in a unit with a Business Unit
          Component shall receive an Award based on the method as
          established by the Human Resources Committee pursuant to
          Section 3.03 below.

3.02           Actions of the Human Resources Committee.  Prior to the
          end of the first quarter in a Plan Year, the Human Resources
          Committee shall establish:
                    (a)  the categories of Participants;
                    (b)  the level or range at which each category of
               Participants will participate in this Plan expressed as a
               percentage of Compensation;
                    (c)  the ratio on which each category of Participant
               Awards will be based will be returns from Corporate
               Component performance versus Business Unit Component
               performance as described below;
                    (d)  the method by which Participants who are not in
               a unit with a Business Unit Component shall have their
               Award calculated;
                    (e)  the EVA Target level for the Corporate
               Component; and,
                    (f)  the maximum and minimum  EVA Target which will
               be paid under the Corporate Component.


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3.03           Personal Performance Component.  The Personal Performance
          Component are performance goals set for the Participant for the
          Plan Year.

3.04      Corporate Component.  The Corporate Component is expressed as
          the Corporate EVA Target.  There will be no distribution under
          the Corporate Component unless the minimum threshold for the
          EVA Target is reached.

3.05      Business Unit Component.  Each Business Unit Component is
          expressed as the EVA Target for the particular unit.  Prior to
          the end of the first quarter in a Plan Year, the Committee
          shall establish the EVA Target level for each Business Unit,
          and the maximum and minimum percentages of such  EVA Target for
          each major business unit. There will be no distribution under a
          Business Unit Component unless the minimum threshold for each
          business unit's EVA  Target for the specific unit is reached.

3.06      Extraordinary Distributions.  If the minimum percentage for the
          EVA Target is not achieved in a Plan Year in either the
          Corporate Component or the Participant's Business Unit
          Component for a classification(s) of Participants:
              (a)  (1)  The Human Resources Committee, in its sole
                    discretion, may grant extraordinary distributions to
                    any officer for his significant individual
                    contribution; and
                    (2)  The Committee, in its sole discretion, may grant
                    extraordinary distributions to any non-officer for
                    his significant individual contribution.
               (b)  The aggregate amount of funds available for all such
               extraordinary distributions in a Plan Year shall be
               determined by the Human Resources Committee. In no event,
               shall such aggregate amount exceed 20% of what the Company
               Contributions would have been had the actual EVA  Target
               been reached in the Corporate Component.


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3.07      Participant Payment.  Each Participant who is employed
          by the Company on the last day of a Plan Year shall be
          entitled to an incentive payment under this Plan if the
          minimum  EVA Target in either the Corporate Component
          or the Participant's Business Unit Component for the
          Plan Year is met.  Participants who transfer between
          Business Units during the Plan Year will have their
          incentive payment pro-rated for the time spent in each
          Business Unit.  This pro-ration will be calculated by
          rounding to the nearest quarter the time the
          Participant spends in each Business Unit during the
          Plan Year .

3.08      Terminated Participant's Payments.  A Participant who has
          terminated during a Plan Year by:
                    (a)  Death;
                    (b)  Retirement;
                    (c)  Layoff;
                    (d)  Long-Term Disability;
                    (e)  Leave of absence (including military leave);
                    (f)  Transfer to a Subsidiary; or,
                    (g)  Any other reason that the Committee, in its sole
               discretion determines to be exceptional cause,

              shall be entitled to a proportionate incentive payment
          based upon the Compensation paid him or her during the Plan
          Year up to the date of cessation of participation.  A
          Participant who terminates during any given Plan Year for any
          other reason shall not be entitled to an incentive payment
          under this Plan.

3.09           Form of Payment.  Each Participant shall be paid in a lump
          sum cash payment.

3.10           Payments to Beneficiaries.  If a Participant dies prior to
          his receipt of payments under this Plan, the payment shall be
          made:
                    (a)  To the deceased Participant's spouse;
                    (b)  If there is no living spouse, to the
               Participant's children, divided equally; or,
                    (c)  If there are no children, to the deceased
               Participant's estate.


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3.11      Administration and Procedures.  The Committee shall, in its
          sole discretion, have the exclusive authority to adopt any such
          administrative procedures as may be necessary to ensure ease in
          administration of the Plan.


                               ARTICLE IV

                        DIVIDEND EQUIVALENT AWARD
                        -------------------------

4.01           Dividend Equivalent Award Participation.  Only Employees
          and former Employees who satisfy Section 2.01 or have satisfied
          Section 2.01 prior to termination or retirement and who hold
          Options granted under the 1993 Polaroid Stock Incentive Plan
          are eligible to participate in this Section.

4.02           Dividend Equivalent Award.  A Dividend Equivalent Award
          shall equal the number of shares on which each Participant has
          an Option granted subsequent to January 1, 1994 but before June
          1, 1996 multiplied by $0.15.  Notwithstanding the foregoing,
          this Award will not be paid on Stock which is part of an Option
          that has been exercised, terminated or lapsed.  A Dividend
          Equivalent Award shall not be paid under this Plan on any
          option issued after June 1, 1996.

4.03           Timing of Distributions.  The Dividend Equivalent Awards
          shall be payable at such time as the dividends are issued to
          the Company's shareholders of common stock.  Notwithstanding
          the foregoing, a Dividend Equivalent Award shall be paid only
          for the portion of the Option held on the record date for the
          issuance of dividends to the Company's shareholders of common
          stock.  An Award will not be paid on any portion of the Option
          which has been exercised, terminated or lapsed.

4.04           Exclusions From Distributions.  Notwithstanding anything
          in this section to the contrary, dividend equivalents granted
          under this Article IV may be suspended on grants previously
          granted, and  an Option Agreement issued pursuant to an
          employment, or severance agreement may not include dividend
          equivalents pursuant to the terms of the severance or
          employment..


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                                ARTICLE V

                                FINANCING
                                ---------

5.01           Financing.  The benefits under this Plan shall be paid out
          of the general assets of the Company.

5.02           Unsecured Interest.  No Participant shall have any
          interest whatsoever in any specific asset of the Company.  To
          the extent that any person acquires a right to receive payments
          under this Plan, such right shall be no greater than the right
          of any unsecured general creditor of the Company.


                               ARTICLE VI

                             ADMINISTRATION
                             ---------------

6.01           Administrator.  The Plan shall be administered by the
          Committee designated by the Chief Executive Officer of the
          Company and shall consist of not less than three officers of
          the Company.  Members of the Committee shall not be entitled to
          any compensation for services performed in conjunction with the
          operation of this Plan.

6.02           Duties of Administrator.  The Committee shall:
                    (a)  administer the Plan in accordance with its
               terms;
                    (b)  have the exclusive discretionary authority to
               interpret the Plan for any questions which may arise,
               including without limitation, questions relating to
               eligibility for or the amount of benefits;
                    (c)  make final judgment on appeals by Employees;
                    (d)  maintain records of its actions; and
                    (e)  engage and consult with counsel, accountants,
               specialists and other persons as the Committee deems
               necessary and desirable.

6.03           Decisions of the Committee
               Committee decisions must be approved by a majority of the
          members and may be made by either a vote at a meeting, or in
          writing (without a meeting).  Any member of the Committee who
          is a Participant under the Plan shall not vote on any question
          relating exclusively to himself.  The Compensation Committee
          shall approve any award, decision, rule, or interpretation
          which relates exclusively to any Participant who is a member of
          the Committee.  Any determination by the Committee or Human
          Resources Committee shall be conclusive and binding except as
          otherwise provided in this Plan or prohibited by law.


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                               ARTICLE VII

                        MISCELLANEOUS PROVISIONS
                        ------------------------

7.01           Applicable Law.  This instrument shall be construed in
          accordance with and governed by the laws of the Commonwealth of
          Massachusetts to the extent not superseded by the laws of the
          United States.

7.02           Expenses.  The cost of benefit payments from this Plan and
          the expenses of administering the Plan shall be borne by the
          Company.

7.03           Gender and Number.  Unless the context clearly requires
          otherwise, the masculine pronoun whenever used shall include
          the feminine and neuter pronoun, the singular shall include the
          plural, and vice versa.

7.04           Illegality of a Particular Provision.  The illegality of
          any particular provision of this document shall not affect the
          other provisions, and the document shall be construed in all
          respects as if such invalid provision were omitted.

7.05           Indemnification.   No member of the Board of Directors or
          the Committee shall be liable for any action or determination
          taken or made in good faith with respect to this Plan, any
          Awards granted or any award distributions under this Plan.
          Each member of the Board of Directors and the Committee shall
          be indemnified by the Company against any losses incurred in
          such administration of the Plan, unless his action constitutes
          serious and willful misconduct.


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7.06           Limitation of Rights.  Neither the adoption and
          maintenance of the Plan nor anything contained herein shall
          with respect to any present or former Participant, or other
          officer or employee of the Company or any Subsidiary be deemed
          to:
                    (a)  limit the right of the Company or any Subsidiary
               to discharge or discipline any such person, or otherwise
               terminate or modify the terms of his employment, or
                    (b)  create any contract or other right or interest
               under the Plan or in any funds from this Plan other than
               as specifically provided herein.

7.07           Non-Assignability.  A Participant's interest under this
          Plan shall not be subject at any time or in any manner to
          alienation, sale, transfer, assignment, pledge, attachment,
          garnishment or encumbrance of any kind and any attempt to
          deliver, sell, transfer, assign, pledge, attach, garnish or
          otherwise encumber such interest shall be void and any interest
          so encumbered will terminate

7.08           Nontransferability.  In no event shall the Company make
          any payment under this Plan to any assignee or creditor of a
          Participant or of a Beneficiary, except as otherwise required
          by law.  Prior to the time of a payment under this Plan, a
          Participant or a Beneficiary shall have no rights by way of
          anticipation or otherwise to assign or otherwise dispose of any
          interest under this Plan, nor shall rights be assigned or
          transferred by operation of law.

7.09           Taxes.  The Company shall have the right to deduct from
          the award distributions any federal, state or local taxes
          required by law to be withheld with respect to such
          distribution.



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                              ARTICLE VIII

                       EFFECTIVE DATE AND RIGHT TO
                        AMEND, MODIFY OR TERMINATE
                      -----------------------------

8.01           Effective Date.  This Plan, originally adopted by the
          Board of Directors on February 18, 1986, effective as of
          January 1, 1986, is hereby amended effective January 1, 1996.

8.02           Right to Amend, Modify or Terminate.  The Company reserves
          the right to amend, modify or terminate the Plan or payments
          thereunder at any time by action of the Board of Directors and
          does not intend to submit any amendments or modifications to
          the Plan to stockholders of the Company for their approval.
          However, without the consent of any Participant or his
          Beneficiary, if applicable, no such amendment or termination
          shall reduce or diminish such person's right to receive any
          benefit accrued under this Plan  prior to the date of such
          amendment or termination.  Notwithstanding the foregoing, the
          Chief Executive Officer of the Company may adopt any amendments
          to the Plan that do not materially and adversely affect the
          benefits to a Participant accrued under the Plan and may adopt
          any amendments to the Plan that do not materially affect the
          cost to the Company (excluding any amendment that relates
          exclusively to himself).

     IN WITNESS WHEREOF, the Company has caused this instrument to be
executed this 20th day of December, 1996, effective January 1, 1996.



Attest                                   POLAROID CORPORATION

By:                                      By: /s/Joseph G. Parham, Jr.
  ------------------------                 --------------------------
    Secretary                              Vice President
                                           Human Resources




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