<PAGE>

                                                           EXHIBIT 10.20

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                  AGREEMENT made as of November 22, 2000 between Polaroid
Corporation ("Polaroid" or "Company") and IAN J. SHIERS (the "Executive").

                  Executive is a skilled and dedicated employee who has
important management responsibilities and talents which benefit Polaroid.
Polaroid believes that its best interests will be served if Executive is
encouraged to remain with Polaroid. Polaroid has determined that Executive's
ability to perform Executive's responsibilities and utilize Executive's talents
for the benefit of Polaroid, and Polaroid's ability to retain Executive as an
employee, will be significantly enhanced if Executive is provided with fair and
reasonable protection from the risks of a change in ownership or control of
Polaroid. Accordingly, Polaroid and Executive agree as follows:

1.       DEFINED TERMS.

         (a)    "ANNUAL BONUS" shall mean the Executive's annual bonus paid
                pursuant to the Company's annual bonus plan in effect at the
                time (currently the Polaroid Incentive Plan for Executives).
                Unless otherwise specifically provided, the Annual Bonus shall
                be calculated assuming the Corporate target is reached and no
                additional factors are considered to decrease the Executive's
                award under the Plan.

         (b)    "ACQUIRING PERSON" shall mean any Person who or which, together
                with all Affiliates and Associates of such Person, is the
                Beneficial Owner of 20% or more of the Stock then outstanding,
                but does not include any Subsidiary of the Company, any employee
                benefit plan of the Company or of any of its Subsidiaries or any
                Person holding Stock for or pursuant to the terms of any such
                employee benefit plan.

         (c)    "AFFILIATE" and "ASSOCIATE" when used with reference to any
                Person, shall have the meaning given to such terms in Rule 12b-2
                of the General Rules and Regulations under the Exchange Act.

         (d)    "BASE SALARY" shall mean the annual rate of base salary
                (disregarding any reduction in such rate that constitutes
                Constructive Termination) as increased by the Board from time to
                time.

         (e)    "BENEFICIAL OWNER" shall be a Person deemed to "beneficially
                own," any securities:
<PAGE>

                (i)     which such Person or any of such Person's Affiliates or
                        Associates beneficially owns, directly or indirectly; or

                (ii)    which such Person or any of such Person's Affiliates or
                        Associates has:

                        (A)  the right to acquire (whether such right is
                             exercisable immediately or only after the passage
                             of time) pursuant to any agreement, arrangement or
                             understanding (written or oral), or upon the
                             exercise of conversion rights, exchange rights,
                             warrants or options, or otherwise; provided,
                             however, that a Person shall not be deemed the
                             Beneficial Owner of, or to beneficially own,
                             securities tendered pursuant to a tender or
                             exchange offer made by or on behalf of such Person
                             or any of such Person's Affiliates or Associates
                             until such tendered securities are accepted for
                             purchase or exchange thereunder; or

                        (B)  the right to vote pursuant to any agreement,
                             arrangement or understanding (written or oral);
                             provided however, that a Person shall not be deemed
                             the Beneficial Owner of, or to beneficially own,
                             any security if the agreement, arrangement or
                             understanding (written or oral) to vote such
                             security (1) arises solely from a revocable proxy
                             given to such Person in response to a public proxy
                             or consent solicitation made pursuant to, and in
                             accordance with, the applicable rules and
                             regulations under the Exchange Act, and (2) is not
                             also then reportable on Schedule 13D (or any
                             comparable or successor report) under the Exchange
                             Act; or,

                        (C)  which are beneficially owned, directly or
                             indirectly, by any Person with which such Person or
                             any of such Person's Affiliates or Associates has
                             any agreement, arrangement or understanding
                             (written or


<PAGE>

                             oral), for the purpose of acquiring, holding,
                             voting (except pursuant to a revocable proxy as
                             described above) or disposing of any securities of
                             the Company.

         (f)    "BOARD" shall mean the Board of Directors of the Company.

         (g)    "BONUS" means the amount payable to the Executive under any
                plan, or agreement offered by Polaroid.

         (h)    "CAUSE" means either of the following:

                (i)     Executive's willful malfeasance having a material
                        adverse effect on Polaroid; or

                (ii)    Executive's conviction of a felony;

                PROVIDED, that any action or refusal by Executive shall not
                constitute Cause if, in good faith, Executive believed such
                action or refusal to be in, or not opposed to, the best
                interests of Polaroid, or if Executive shall be entitled, under
                applicable law or under an applicable Polaroid Certificate of
                Incorporation or the Polaroid By-Laws, as they may be amended or
                restated from time to time, to be indemnified with respect to
                such action or refusal.

         (i)    "CHANGE IN CONTROL" shall mean:

                (i)     the date on which a change in control of the Company
                        occurs of a nature that would be required to be reported
                        (assuming that the Company's Stock was registered under
                        the Exchange Act) in response to an item (currently item
                        6(e)) of Schedule 14A of Regulation 14A promulgated
                        under the Exchange Act or an item (currently Item l(a))
                        of Form 8-K under the Exchange Act;

                (ii)    the date on which there is an Acquiring Person and a
                        change in the composition of the Board of the Company
                        within two years after the Share Acquisition Date such
                        that the individuals who constitute the Board prior to
                        the Share Acquisition Date shall cease for any reason to
                        constitute at least a majority of the Board;

                (iii)   any day on or after the Share Acquisition Date when
                        directly or indirectly, any of the


<PAGE>

                        transactions specified in the following clauses occurs:

                        (A)  the Company shall consolidate with, or merge with
                             and into, any other Person;

                        (B)  any Person shall merge with and into the Company;
                             or

                        (C)  the Company shall sell, lease, exchange or
                             otherwise transfer or dispose of (or one or more of
                             its Subsidiaries shall sell, lease, exchange or
                             otherwise transfer or dispose of), in one or more
                             transactions, the major part of the assets of the
                             Company and its Subsidiaries (taken as a whole) to
                             any other Person or Persons;

                (iv)    the date when a Person (other than the Company, any
                        Subsidiary of the Company, any employee benefit plan of
                        the Company or any of its Subsidiaries or any Person
                        holding Stock for or pursuant to the terms of any such
                        employee benefit plan) alone or together with all
                        Affiliates and Associates of such Person, becomes the
                        Beneficial Owner of 30% or more of the Stock then
                        outstanding;

                (v)     the date on which the stockholders of the Company
                        approve a merger or consolidation of the Company with
                        any other corporation other than:

                        (A)  a merger or consolidation which would result in
                             voting securities of the Company outstanding
                             immediately prior thereto continuing to represent
                             (either by remaining outstanding or by being
                             converted into voting securities of the surviving
                             or parent entity) 50% or more of the combined
                             voting power of the voting securities of the
                             Company or such surviving or parent entity
                             outstanding immediately after such merger or
                             consolidation, or

                        (B)  a merger or consolidation effected to implement a
                             recapitalization of the Company (or similar
                             transaction) in which no Person acquires 50% or
                             more of the


<PAGE>

                             combined voting power of the Company's then
                             outstanding securities; or

                (vi)    the date stockholders of the Company approve a plan of
                        complete liquidation of the Company or an agreement for
                        the sale or disposition by the Company of all or
                        substantially all of the Company's assets (or any
                        transaction having a similar effect).

         (j)    "CODE" means the Internal Revenue Code of 1986, as amended.

         (k)    "CONFIDENTIAL INFORMATION" means non-public information relating
                to the business plans, marketing plans, customers or employees
                of Polaroid other than information the disclosure of which
                cannot reasonably be expected to adversely affect the business
                of Polaroid.

         (l)    "CONSTRUCTIVE TERMINATION" shall occur when the Executive
                voluntarily terminates his employment with the Company or
                retires after the occurrence of one or more of the following
                events on or after the Change in Control:

                (i)     a reduction in Base Salary from the amount of Base
                        Salary on the day immediately preceding the Change in
                        Control;

                (ii)    the elimination of or reduction of any benefit under any
                        bonus, incentive or other employee benefit plan in
                        effect on the day immediately preceding the Change in
                        Control, without an economically equivalent replacement,
                        if Executive was a participant or member of such plan on
                        the day immediately preceding the Change in Control;

                (iii)   the discontinuation of or any reduction in Executive's
                        participation or membership in any bonus, incentive or
                        other benefit plan in which Executive was a participant
                        or member on the day immediately preceding the Change in
                        Control, without an economically equivalent replacement;

                (iv)    the reassignment of Executive without Executive's
                        consent from Executive's regular shift or regular duties
                        as they existed on the


<PAGE>

                        day immediately preceding the Change in Control;

                (v)     the reassignment of Executive without Executive's
                        consent to a location more than thirty (30) miles from
                        Executive's regular workplace on the day immediately
                        preceding the Change in Control;

                (vi)    the reduction in Executive's job title or level in
                        effect on the day immediately preceding the Change in
                        Control;

                (vii)   the provision of significantly less favorable working
                        conditions than those provided on the day immediately
                        preceding the Change in Control; or

                (viii)  a significant diminution in duties or responsibilities
                        or the reassignment of Executive to duties which
                        represent a position of lesser responsibility than
                        Executive's duties as they existed on the day
                        immediately preceding the Change in Control.

         (m)    "DISABILITY" shall mean the Executive's disability within the
                meaning of the Polaroid Long Term Disability Plan.

         (n)    "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
                as in effect on the date in question.

         (o)    "PERSON" shall mean an individual, corporation, partnership,
                joint venture, association, trust, unincorporated organization
                or other entity.

         (p)    "SHARE ACQUISITION DATE" shall mean the first date any Person
                shall become an Acquiring Person.

         (q)    "STOCK" shall mean the outstanding shares of Common Stock of the
                Company and, for purposes of the Change in Control provision,
                any other shares of capital stock of the Company into which the
                Common Stock shall be reclassified or changed.

         (r)    "SUBSIDIARY" of the Company shall mean any corporation of which
                the Company owns, directly or indirectly, more than 50% of the
                Voting Stock.

         (s)    "TERMINATED" shall mean:



<PAGE>

                (i)     termination by Polaroid without Cause at any time within
                        the two (2) years following a Change in Control;

                (ii)    Executive's termination due to a Constructive
                        Termination at any time within the two (2) years
                        following a Change in Control; or

                (iii)   termination within three (3) months prior to a Change of
                        Control at the request of any individual or entity
                        acquiring ownership and control of Polaroid. If
                        Executive's employment with Polaroid is terminated prior
                        to a Change in Control at the request of Acquiring
                        Person, this Agreement shall become effective upon the
                        subsequent occurrence of a Change in Control involving
                        such Acquiring Person. In such situation the Executive's
                        Termination Date shall be deemed to have occurred
                        immediately following the Change in Control, and
                        therefore Executive shall be entitled to the benefits
                        provided in this Agreement.

         (t)    "TERMINATION DATE" shall mean the date on which Executive is
                terminated.

         (u)    "VOTING STOCK" shall mean capital stock of any class or classes
                having general voting power under ordinary circumstances, in the
                absence of contingencies, to elect the directors of a
                corporation.

2.       EFFECTIVE DATE; TERM. This Agreement shall be effective immediately
         prior to a Change in Control (the "Effective Date") and shall remain in
         effect for two (2) years following such Change in Control, and such
         additional time as may be necessary to give effect to the terms of the
         Agreement.

3.       CHANGE IN CONTROL BENEFITS. If Executive's employment with Polaroid is
         Terminated, Executive shall be entitled to the following benefits:

         (a)    SEVERANCE BENEFITS. Within ten (10) business days after the
                Termination Date, Polaroid shall pay Executive a lump sum
                amount, in cash, equal to the greater of the severance benefit
                Executive would otherwise be entitled to receive under the
                Extended Severance Plan or:

                (i)     two (2) times the sum of:


<PAGE>

                        (A)  Executive's Base Salary; and

                        (B)  Executive's Annual Bonus; and

                (ii)    Executive's Annual Bonus multiplied by a fraction, the
                        numerator of which shall equal the number of days
                        Executive was employed by Polaroid in the calendar year
                        in which the Termination Date occurs and the denominator
                        of which shall equal 365.

         (b)    CONTINUED WELFARE BENEFITS. Until the second anniversary of the
                Termination Date, Executive shall be entitled to participate in
                the Company's medical, dental, and life insurance plans, at the
                highest level provided to Executive during the period beginning
                immediately prior to the Change in Control and ending on the
                Termination Date and at no greater cost than the cost Executive
                was paying immediately prior to Change in Control; PROVIDED,
                HOWEVER, that if Executive becomes employed by a new employer,
                Executive's coverage under the applicable Polaroid plans shall
                continue, but Executive's coverage thereunder shall be secondary
                to (i.e., reduced by) any benefits provided under like plans of
                such new employer.

         (c)    PAYMENT OF ACCRUED BUT UNPAID AMOUNTS. Within ten (10) business
                days after the Termination Date, Polaroid shall pay Executive:

                (i)     earned but unpaid compensation, including, without
                        limitation, any unpaid portion of Executive's Bonus
                        accrued with respect to the full calendar year ended
                        prior to the Termination Date; and

                (ii)    all compensation previously deferred by Executive on a
                        non-qualified basis but not yet paid.

         (d)    RETIREE-MEDICAL BENEFITS. If Executive is or would become
                fifty-five (55) or older and Executive's age and service equal
                sixty-five (65) and Executive has at least five (5) years of
                service with the Company within two (2) years of Change in
                Control, Executive is eligible for retiree medical benefits (as
                such are determined immediately prior to Change in Control).
                Executive is eligible to commence receiving such retiree medical
                benefits based on the terms and


<PAGE>

                conditions of the applicable plans in effect immediately prior
                to the Change in Control.

         (e)    SUPPLEMENTAL RETIREMENT AND PROFIT SHARING BENEFITS.

                (i)     On the Termination Date, Executive shall become vested
                        in the benefits provided under Polaroid's non-qualified
                        defined benefit pension plans or any successor plans
                        (the "Supplemental Plans").

                (ii)    Within ten (10) business days after the Termination
                        Date, Polaroid shall pay Executive a lump sum cash
                        amount equal to the present value of Executive's accrued
                        benefit under the Supplemental Plans. For purposes of
                        computing the lump sum present value of Executive's
                        accrued benefit under the Supplemental Plans,

                        (A)  Polaroid shall credit Executive with two (2) years
                             of plan participation and service and two (2) years
                             of age for all purposes (including additional
                             accruals and eligibility for early retirement) over
                             Executive's actual years and fractional years of
                             plan participation and service and age credited to
                             Executive on the Termination Date; and

                        (B)  Polaroid shall apply the present value (and any
                             other actuarial adjustments required by this
                             Agreement) using the applicable actuarial
                             assumptions set forth in the Pension Plan. In
                             determining Executive's benefits under this
                             paragraph (e)(B), the terms of the Supplemental
                             Plans as in effect immediately prior to the Change
                             in Control, except as expressly modified in this
                             paragraph (e), shall govern.

         (f)    EFFECT ON EXISTING PLANS. All Change in Control provisions
                applicable to Executive and contained in any plan, program,
                agreement or arrangement maintained as of the date this
                Agreement is signed (including, but not limited to, any stock
                option, restricted stock or pension plan) shall remain in effect
                through the date of a Change in Control, and for such period
                thereafter as is necessary to carry out such provisions and
                provide the benefits payable thereunder, and may not be


<PAGE>

                altered in a manner which adversely affects Executive without
                Executive's prior written approval. This means that all awards
                of options, performance shares or such other awards as may be
                granted shall upon Change in Control be fully vested consistent
                with the terms of these Agreements. Notwithstanding the
                foregoing, no benefits shall be paid to Executive, however,
                under the Polaroid Extended Severance Plan or any other
                severance plan maintained generally for the employees of
                Polaroid if Executive is eligible to receive severance benefits
                under this Agreement.

         (g)    OUTPLACEMENT COUNSELING. Outplacement services will be provided
                consistent with Polaroid's outplacement practices in effect
                prior to the Change in Control..

4.       MITIGATION. Executive shall not be required to mitigate damages or the
         amount of any payment provided for under this Agreement by seeking
         other employment or otherwise, and compensation earned from such
         employment or otherwise shall not reduce the amounts otherwise payable
         under this Agreement. No amounts payable under this Agreement shall be
         subject to reduction or offset in respect of any claims which Polaroid
         (or any other person or entity) may have against Executive unless
         specifically referenced herein.

5.       GROSS-UP.

         (a)    In the event it shall be determined that any payment, benefit or
                distribution (or combination thereof) by Polaroid, or one or
                more trusts established by Polaroid for the benefit of its
                employees, to or for the benefit of Executive (whether paid or
                payable or distributed or distributable pursuant to the terms of
                this Agreement, or otherwise) (a "Payment") would be subject to
                the excise tax imposed by Section 4999 of the Code or any
                interest or penalties are incurred by Executive with respect to
                such excise tax (such excise tax, together with any such
                interest and penalties, hereinafter collectively referred to as
                the "Excise Tax"), Executive shall be entitled to receive an
                additional payment (a "Gross-Up Payment") in an amount such that
                after payment by Executive of all taxes (including any interest
                or penalties imposed with respect to such taxes), including,
                without limitation, any income taxes (and any interest and
                penalties imposed with respect thereto) and the Excise Tax
                imposed upon the Gross-Up Payment, Executive retains an amount
                of the Gross-Up Payment equal to the Excise Tax imposed upon the
                Payments.


<PAGE>

         (b)    Subject to the provisions of Section 5(c), all determinations
                required to be made under this Section 5, including whether and
                when a Gross-Up Payment is required and the amount of such
                Gross-Up Payment and the assumptions to be utilized in arriving
                at such determination, shall be made by a nationally recognized
                certified public accounting firm as may be designated by
                Executive (the "Accounting Firm") which shall provide detailed
                supporting calculations both to Polaroid and Executive within
                fifteen (15) business days of the receipt of notice from
                Executive that there has been a Payment, or such earlier time as
                is requested by Polaroid. In the event that the Accounting Firm
                is serving as accountant or auditor for an individual, entity or
                group effecting the change in ownership or effective control
                (within the meaning of Section 280G of the Code), Executive
                shall appoint another nationally recognized accounting firm to
                make the determinations required hereunder (which accounting
                firm shall then be referred to as the Accounting Firm
                hereunder). All fees and expenses of the Accounting Firm shall
                be borne solely by Polaroid. Any Gross-Up Payment, as determined
                pursuant to this Section 5, shall be paid by Polaroid to
                Executive within five (5) business days after the receipt of the
                Accounting Firm's determination. If the Accounting Firm
                determines that no Excise Tax is payable by Executive, it shall
                so indicate to Executive in writing. Any determination by the
                Accounting Firm shall be binding upon Polaroid and Executive. As
                a result of the uncertainty in the application of Section 4999
                of the Code at the time of the initial determination by the
                Accounting Firm hereunder, it is possible that Gross-Up Payments
                which will not have been made by Polaroid should have been made
                ("Underpayment"), consistent with the calculations required to
                be made hereunder. In the event that Polaroid exhausts its
                remedies pursuant to Section 5(c) and Executive thereafter is
                required to make a payment of any Excise Tax, the Accounting
                Firm shall determine the amount of the Underpayment that has
                occurred and any such Underpayment shall be promptly paid by
                Polaroid to or for the benefit of Executive.

         (c)    The Executive shall notify the Company in writing of any written
                claim by the Internal Revenue Service that, if successful, would
                require the payment by the Company of the Gross-Up Payment. Such
                notification shall be given as soon as practicable but no later
                than ten (10) business days after the Executive is informed in
                writing of such claim and shall apprise the Company of


<PAGE>

                the nature of such claim and the date on which such claim is
                requested to be paid (but the Executive's failure to comply with
                this notice obligation shall not eliminate his rights under this
                Section except to the extent Polaroid's defense against the
                imposition of the Excise Tax is actually prejudiced by any such
                failure). The Executive shall not pay such claim prior to the
                expiration of the thirty (30) day period following the date on
                which he gives such notice to the Company (or such shorter
                period ending on the date that any payment of taxes with respect
                to such claim is due). If the Company notifies the Executive in
                writing prior to the expiration of such period that it desires
                to contest such claim, the Executive shall:

                (i)     give Polaroid any information reasonably requested by
                        Polaroid relating to such claim;

                (ii)    take such action in connection with contesting such
                        claim as Polaroid shall reasonably request in writing
                        from time to time, including, without limitation,
                        accepting legal representation with respect to such
                        claim by an attorney reasonably selected by Polaroid;

                (iii)   cooperate with Polaroid in good faith in order to
                        effectively contest such claim; and

                (iv)    permit Polaroid to participate in any proceedings
                        relating to such claim;

                PROVIDED, HOWEVER, that Polaroid shall bear and pay directly all
                costs and expenses (including additional interest and penalties)
                incurred in connection with such contest and shall indemnify and
                hold Executive harmless, on an after-tax basis, for any Excise
                Tax or income tax (including interest and penalties with respect
                thereto) imposed as a result of such representation and payment
                of costs and expenses. Without limitation on the foregoing
                provisions of this Section 5(c), Polaroid shall control all
                proceedings taken in connection with such contest and, at its
                sole option, may pursue or forego any and all administrative
                appeals, proceedings, hearings and conferences with the taxing
                authority in respect of such claim and may, at its sole option,
                either direct Executive to pay the tax claimed and sue for a
                refund or contest the claim in any permissible manner, and
                Executive agrees to prosecute such contest to a determination
                before any administrative tribunal, in a court of initial


<PAGE>

                jurisdiction and in one or more appellate courts, as Polaroid
                shall determine; PROVIDED, HOWEVER, that if Polaroid directs
                Executive to pay such claim and sue for a refund, Polaroid shall
                advance the amount of such payment to Executive, on an
                interest-free basis, and shall indemnify and hold Executive
                harmless, on an after-tax basis, from any Excise Tax or income
                tax (including interest or penalties with respect thereto)
                imposed with respect to such advance or with respect to any
                imputed income with respect to such advance; and PROVIDED,
                FURTHER, that if Executive is required to extend the statute of
                limitations to enable Polaroid to contest such claim, Executive
                may limit this extension solely to such contested amount.
                Polaroid's control of the contest shall be limited to issues
                with respect to which a Gross-Up Payment would be payable
                hereunder and Executive shall be entitled to settle or contest,
                as the case may be, any other issue raised by the Internal
                Revenue Service or any other taxing authority.

         (d)    If, after the receipt by Executive of an amount advanced by
                Polaroid pursuant to Section 5(c), Executive receives any refund
                with respect to such claim, Executive shall (subject to
                Polaroid's complying with the requirements of Section 5(c))
                promptly pay to Polaroid the amount of such refund (together
                with any interest paid or credited thereon after taxes
                applicable thereto). If, after the receipt by Executive of an
                amount advanced by Polaroid pursuant to Section 5(c), a
                determination is made that Executive shall not be entitled to
                any refund with respect to such claim and Polaroid does not
                notify Executive in writing of its intent to contest such denial
                of refund prior to the expiration of thirty (30) days after such
                determination, then such advance shall be forgiven and shall not
                be required to be repaid and the amount of such advance shall
                offset, to the extent thereof, the amount of Gross-Up Payment
                required to be paid.

6.       TERMINATION FOR CAUSE. Nothing in this Agreement shall be construed to
         prevent Polaroid from terminating Executive's employment for Cause. If
         Executive is terminated for Cause, Polaroid shall have no obligation to
         make any payments under this Agreement, except for payments that may
         otherwise be payable under then existing employee benefit plans,
         programs and arrangements of Polaroid.

7.       INDEMNIFICATION; DIRECTOR'S AND OFFICER'S LIABILITY INSURANCE.
         Executive shall, after the Termination Date, retain all rights to
         indemnification under applicable law or


<PAGE>

         under Polaroid Certificate of Incorporation or the Polaroid By-Laws, as
         they may be amended or restated from time to time. In addition,
         Polaroid shall maintain Director's and Officer's liability insurance on
         behalf of Executive at the better of the level in effect immediately
         prior to the Change in Control or the Executive's Termination Date, for
         the two (2) year period following the Termination Date, and throughout
         the period of any applicable statute of limitations.

8.       CONFIDENTIALITY. Without the prior written consent of the Company,
         except to the extent required by an order of a court having competent
         jurisdiction or under subpoena from an appropriate government agency,
         the Executive shall comply with the Confidentiality Agreement he
         executed when hired, and shall not disclose any trade secrets, customer
         lists, drawings, designs, information regarding product development,
         marketing plans, sales plans, manufacturing plans, management
         organization information (including data and other information relating
         to members of the Board and management), operating policies or manuals,
         business plans, financial records or other financial, commercial,
         business or technical information relating to the Company or any of its
         subsidiaries or information designated as confidential or proprietary
         that the Company or any of its Subsidiaries may receive belonging to
         suppliers, customers or others who do business with the Company or any
         of its subsidiaries (collectively, "Confidential Information") to any
         third person unless such Confidential Information has been previously
         disclosed to the public by the Company or is in the public domain
         (other than by reason of Executive's breach of this Section 8).

9.       DISPUTES. Any dispute or controversy arising under or in connection
         with this Agreement shall be settled exclusively by arbitration in
         Boston, Massachusetts or, at the option of Executive, in the county
         where Executive then resides, in accordance with the Rules of the
         American Arbitration Association then in effect. Judgment may be
         entered on an arbitrator's award relating to this Agreement in any
         court having jurisdiction.

10.      COSTS OF PROCEEDINGS. Polaroid shall pay all costs and expenses,
         including attorneys' fees and disbursements, at least monthly, of
         Executive in connection with any legal proceeding (including
         arbitration), whether or not instituted by Polaroid or Executive,
         relating to the interpretation or enforcement of any provision of this
         Agreement, except that if Executive instituted the proceeding and the
         judge, arbitrator or other individual


<PAGE>

         presiding over the proceeding affirmatively finds that Executive
         instituted the proceeding in bad faith, Executive shall pay all costs
         and expenses, including attorneys' fees and disbursements, of
         Executive. Polaroid shall pay pre-judgment interest on any money
         judgment obtained by Executive as a result of such a proceeding,
         calculated at the prime rate of The Chase Manhattan Bank (or its
         successors), as in effect from time to time, from the date that payment
         should have been made to Executive under this Agreement.

11.      ASSIGNMENT. Except as otherwise provided herein, this Agreement shall
         be binding upon, inure to the benefit of and be enforceable by Polaroid
         and Executive and their respective heirs, legal representatives,
         successors and assigns. If Polaroid shall be merged into or
         consolidated with another entity, the provisions of this Agreement
         shall be binding upon and inure to the benefit of the entity surviving
         such merger or resulting from such consolidation. Polaroid will require
         any successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the business
         or assets of Polaroid, by agreement in form and substance satisfactory
         to Executive, to expressly assume and agree to perform this Agreement
         in the same manner and to the same extent that Polaroid would be
         required to perform it if no such succession had taken place. The
         provisions of this Section 11 shall continue to apply to each
         subsequent employer of Executive hereunder in the event of any
         subsequent merger, consolidation or transfer of assets of such
         subsequent employer.

12.      PAYMENTS IN EVENT OF DEATH. Should the Executive become eligible to
         receive payments and benefits under this Agreement and die prior to
         receipt of all such payments and benefits, the residual payments shall
         be made to the beneficiaries identified on the Executive's beneficiary
         form for the Executive Deferral Compensation Plan. Any residual family
         medical and dental benefits which the Executive was receiving on the
         Executive's date of death shall continue to the family members the
         Executive had covered in such medical and dental plans on such date.

13.      WITHHOLDING. Polaroid may, to the extent required by law, withhold
         applicable federal, state and local income and other taxes from any
         payments due to Executive hereunder.

14.      APPLICABLE LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the Commonwealth of


<PAGE>

         Massachusetts applicable to contracts made and to be performed therein.

15.      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the parties and, except as expressly provided herein,
         supersedes all other prior agreements concerning the effect of a Change
         in Control on the relationship between Polaroid and Executive. This
         Agreement may be changed only by a written agreement executed by
         Polaroid and Executive.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the 22nd day of November, 2000.

                                 POLAROID CORPORATION


                                 By /s/ GARY T. DICAMILLO
                                   ------------------------------------------
                                                Gary T. DiCamillo




/s/ IAN J. SHIERS
------------------------------
Ian J. Shiers
Executive