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                                                                   EXHIBIT 10.21

                              EMPLOYMENT AGREEMENT



         AGREEMENT, by and between POLAROID CORPORATION, a Delaware corporation,
together with its permitted successors and assigns (the "Company"), and IAN J.
SHIERS (the "Executive") entered into this 2ND day of MARCH, 2001, effective
December 1, 2000.

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, the Executive has important management responsibilities which
benefit the Company and the Company believes that its best interests will be
served if the Executive is encouraged to remain with the Company; and

         WHEREAS, the Company desires to continue the employment of the
Executive and the Executive desires to continue such employment;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Company and the Executive (individually a "Party" and
together the "Parties") agree to enter into the following agreement (this
"Agreement"):

1.  DEFINITIONS.

         (a)      "ANNUAL BONUS" shall mean a bonus amount payable under the
                  Company's executive annual bonus plan (currently the Polaroid
                  Incentive Plan for Executives).

         (b)      "BASE SALARY" shall mean the annual rate of base salary
                  (disregarding any reduction in such rate that constitutes
                  Constructive Termination) as provided for in Section 3 below,
                  as increased by the Board from time to time.

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

         (d)      "CAUSE" means:

                  (i)      The Executive's willful malfeasance having a material
                           adverse effect on the Company; or,

                  (ii)     The Executive's conviction of a felony;

                  provided, that any action or refusal by the Executive shall
                  not constitute "Cause" if the Executive shall be entitled,
                  under applicable law or under an applicable Certificate of
                  Incorporation or By-Laws of the Company, as they may be
                  amended or restated from time to time, to be indemnified with
                  respect to such action or refusal.

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         (e)      "CONFIDENTIAL INFORMATION" means nonpublic information
                  relating to the business plans, marketing plans, customers or
                  employees of the Company other than information the disclosure
                  of which cannot reasonably be expected to adversely affect the
                  business of the Company.

         (f)      "CONSTRUCTIVE TERMINATION" shall mean:

                  (i)      the reduction in the Executive's job title or level
                           as Executive Vice President;

                  (ii)     a change in the Executive's reporting relationship to
                           anyone other than the Chief Executive Officer; or the
                           provision of significantly less favorable working
                           conditions; or

                  (iii)    unless effected with the Executive's consent, a
                           reduction in the Executive's Base Salary or the
                           discontinuation or any reduction in the Executive's
                           participation or membership in any bonus, incentive
                           or other benefit plan in which the Executive was a
                           participant or member, without an economically
                           equivalent replacement.

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

         (h)      "SEVERANCE PERIOD" shall mean the period of twenty-four (24)
                  months following such termination.

         (i)      "STOCK" shall mean the outstanding shares of Common Stock of
                  the Company and any other shares of capital stock of the
                  Company into which the Common Stock shall be reclassified or
                  changed.

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

         (k)      "TERMINATION DATE" shall mean the date of the Executive's
                  termination of employment from the Company.

         (l)      "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.       POSITION, DUTIES AND RESPONSIBILITIES. The Executive shall be employed
         as an Executive Vice President of the Company; and the Executive's
         responsibilities shall be consistent with this position. Subject to the
         conditions set forth in this Agreement, the Executive's position and
         responsibilities may be changed from time to time by the Company, as it
         deems necessary. The Executive shall dedicate full time to carrying out
         the Executive's responsibilities and shall act in the best interests of
         the Company at all times. The Executive shall comply with the Company's
         policies and procedures. Anything herein to the contrary
         notwithstanding, nothing shall preclude the Executive from:


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         (i)      Serving, subject to the approval of the Board, on the boards
                  of directors of a reasonable number of other corporations or
                  the boards of a reasonable number of trade associations and/or
                  charitable organizations;

         (ii)     Engaging in charitable activities and community affairs; and,

         (iii)    Managing his personal investments and affairs, provided that
                  such activities do not interfere with the proper performance
                  of his duties and responsibilities in the Company.

3.       BASE SALARY. The Executive shall be paid an annualized Base Salary,
         currently U.S. $350,000, payable in accordance with the regular
         payroll practices of the Company. The Base Salary shall be reviewed
         periodically by the Board.

4.       RELOCATION BONUS. The Executive shall receive a Relocation Bonus of
         U.S. $180,000 upon the execution of this Agreement.

5.       ANNUAL BONUS. The Executive shall participate in the Company's annual
         bonus plan using the targets and performance factors set forth in the
         Company's annual bonus plan, with an annual target award opportunity
         currently equal to fifty-five percent (55%) of Base Salary. This plan
         is reviewed periodically by the Board.

6.       DEFERRED COMPENSATION. The Company will contribute U.S. $70,000 each
         year to a supplemental executive retirement plan, currently the
         Polaroid Elective Deferred Compensation Plan. These funds will only be
         available at the Executive's retirement.

7.       RELOCATION EXPENSES. The Executive will participate in the Company's
         relocation program and receive those benefits set forth in Exhibit A.

8.       HOUSING. The Company will provide the Executive with a loan to assist
         the Executive with the purchase of a home in the Boston area and the
         terms of the loan will be set forth in a loan agreement to be prepared
         by the Corporation for the Executive's review and agreement. The
         Company will also pay the Executive's closing cost estimated to be
         approximately $12,000.

9.       EDUCATION AND OTHER PAYMENTS. The Company will reimburse up to U.S.
         $7,500 per year for (i) educational courses taken by the Executive's
         spouse at the university level or (ii) in the case where the
         Executive's spouse cannot be admitted to such courses at the university
         level, an annual payment of $7,500.00 would be made to the Executive
         for other costs for other reasonable interests and endeavors of the
         Executive's spouse ("allowed costs"). The reimbursements for
         educational payments or payments of allowed costs will be available
         through December 31, 2004, up to a total maximum for both of $30,000.


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10.      HEALTH CLUB MEMBERSHIP. The Company will reimburse the Executive up to
         U.S. $1,500 per year for a health club membership for the Executive and
         his spouse.

11.      EMPLOYEE BENEFIT PROGRAMS. During the term of employment, the Executive
         shall be entitled to participate in all employee pension and welfare
         benefit plans and programs made available to executives at a similar
         level, as such plans or programs may be in effect from time to time,
         including, without limitation, long-term incentive plan(s), pension,
         savings and other retirement plans or programs, medical, dental,
         hospitalization, short-term and long-term disability and life
         insurance.

12.      SPECIAL PERFORMANCE ACCELERATED RESTRICTED STOCK AWARD (PARS). Upon the
         execution of this Agreement, the Executive will receive a PARS award
         that will fully vest in three (3) years and shall be subject to
         accelerated vesting upon attainment of specified goals as made
         available to the Executive at the time of the PARS award. This PARS
         award is attached as Exhibit B and may be accepted upon execution of
         this contract.

13.      RETIREMENT PLANS.

         (a)      The Executive is eligible to make 401(K) and voluntary
                  after-tax contributions through the Company's current Polaroid
                  Retirement Savings Plan subject to change by the Company. In
                  addition, the Executive will receive a Company contribution of
                  eight percent (8%) of Base Salary in this Plan. Five percent
                  (5%) shall be contributed to the ESOP fund and three percent
                  (3%) shall be contributed to the Savings Fund. Any portion of
                  the Executive's contribution that cannot be made into the
                  Retirement Savings Plan due to the IRS limits shall be
                  contributed into the Polaroid Elective Deferred Compensation
                  Plan, a supplemental executive retirement plan. All amounts
                  contributed to this Plan are one hundred percent (100%)
                  vested.

         (b)      The Executive is eligible to participate in Polaroid's Pension
                  Plan, which is subject to change by the Company. The
                  Executive's prior Polaroid Subsidiary service, shall be used
                  to determine eligibility for participation, vesting and as the
                  basis for the pay credits in the Pension Plan. The benefits in
                  this Plan vest over five (5) years. Pay credits are made based
                  upon time actually in the Plan at the following rates: 4.5%
                  for service years 1 through 7; 6% for service years 8 through
                  15; and 8% for service years over 15. Amounts contributed in
                  excess of the IRS statutory limits shall be placed in the
                  current supplemental executive retirement plan.

         (c)      Australian Superannuation Scheme. The Executive is no longer a
                  resident in Australia, and therefore no longer eligible to
                  participate in the Australian Superannuation scheme. The
                  Executive represents that he has appointed a Resident Trustee
                  to manage his accounts in Australia.

14.      VACATION. The Executive is entitled to four (4) weeks of vacation
         annually, which will be administered in accordance with the Company's
         vacation policy.


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15.      CHANGE IN CONTROL. The Executive's executed Change in Control Agreement
         will remain in full force and effect and will not be affected by this
         Agreement.

16.      TERMINATION DUE TO DISABILITY OR DEATH. In the event the Executive's
         employment is terminated due to the Executive's disability or death,
         the Executive, or the Executive's estate or beneficiaries, as the case
         may be, shall be entitled to:

         (a)      SALARY. Base Salary through the date of termination:

         (b)      ANNUAL BONUS. Pro-rata portion of the Annual Bonus at target
                  for the year in which the Executive's disability or death
                  occurs. The Executive shall receive his pro rata distribution
                  of the Annual Bonus as soon as practicable after such
                  determination distribution is determinable or consistent with
                  the Executive's election under the Elective Deferred
                  Compensation Plan); and,

         (c)      OTHER BENEFITS. Other benefits or entitlements in accordance
                  with applicable plans and programs of the Company.

17.      TERMINATION BY THE COMPANY FOR CAUSE. In the event the Company
         terminates the Executive's employment for Cause, the Executive shall be
         entitled to:

         (a)      SALARY. Base Salary through the date of termination of
                  Executive's employment for Cause;

         (b)      OTHER ENTITLEMENT. Other benefits or entitlements, if any, in
                  accordance with applicable plans or programs of the Company;
                  however, notwithstanding the foregoing, the Executive shall
                  not be entitled to any bonus (annual or long term) for the
                  year in which his termination occurs.

18.      CONSTRUCTIVE TERMINATION OR A TERMINATION BY THE COMPANY WITHOUT CAUSE.
         If prior to Change in Control, the Executive's employment is terminated
         by the Company without Cause, other than due to Disability or death, or
         the Executive terminates following a Constructive Termination, the
         Executive, upon the execution of a full and complete release, shall be
         entitled to:

         (a)      SALARY. Base Salary through the date of termination of the
                  Executive's employment;

         (b)      ANNUAL BONUS. Annual Bonus payments for the period from the
                  beginning of the year in which the Executive's termination
                  occurs through the end of the Severance Period based upon the
                  actual performance of the Company without regard to any other
                  factors that could reduce the ultimate distribution. The
                  Executive shall receive his Annual Bonus payments as soon as
                  practicable after such determination distribution is
                  determinable or consistent with the Executive's election under
                  the Elective Deferred Compensation Plan;


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         (c)      SEVERANCE PAYMENT. Base Salary, at the annualized rate in
                  effect on the date of termination of the Executive's
                  employment, in a stream of payments in accordance with the
                  Company's regular payroll schedule beginning on the regular
                  payroll distribution date next succeeding the Executive's
                  Termination Date, for the Severance Period;

         (d)      PENSION VESTING. The Executive shall be fully vested in the
                  Polaroid Pension Plan and the associated executive retirement
                  plans;

         (e)      INSURANCE. Medical, dental and executive life insurance
                  benefits (collectively "Insurance Benefits") at the same rate
                  as active employees similarly situated for the Severance
                  Period and thereafter for a period equal to twenty-four (24)
                  months following the Executive's Termination Date or until the
                  Executive is eligible to receive such Insurance Benefits
                  through another employer (this benefit shall run coterminous
                  with COBRA rights), whichever occurs first;

         (f)      OPTIONS. Full vesting of all options through the Executive's
                  Termination Date with the exercise period being the lesser of
                  two (2) years from the Executive's Termination Date or the
                  exercise period stated in the Executive's applicable Option or
                  Supplemental Option Agreement and subject to all other terms
                  of such agreements governing the Options;

         (g)      PERFORMANCE AWARDS. A distribution of a pro-rata portion of
                  Performance Awards (including but not limited to Performance
                  Shares, PARS, and Restricted Stock) as granted through the
                  Executive's Termination Date will be made when distributions
                  from similar awards are made to active employees. The
                  Performance Award distributions, as adjusted for the pro-rata
                  period, shall be based on the Company's actual performance
                  during the performance period for such award. Determination of
                  award distributions shall be on the same basis as applied to
                  senior officers employed by the Company at the time such
                  awards are delivered;

         (h)      OUTPLACEMENT COUNSELING. Outplacement services will be
                  provided consistent with the Company's outplacement practices
                  in effect on the Executive's Termination Date;

         (i)      OTHER BENEFITs. Other benefits or entitlements in accordance
                  with applicable plans and programs of the Company;

         (j)      DISABILITY COVERAGE. Short and long-term disability that is
                  reasonably comparable to the coverage provided to the
                  Executive on his Termination Date and which can be purchased
                  on the open market for a period equal to the lesser of
                  twenty-four (24) months following the Executive's Termination
                  Date or until the Executive is eligible to receive comparable
                  benefits through another employer;

         (k)      SURVIVOR BENEFITS. Should the Executive become eligible to
                  receive payments and benefits under this Section and die prior
                  to receipt of all such payments and benefits, the residual
                  payments shall be made to the Executive's beneficiary(ies).
                  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; and


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19.      NON-COMPETITION. During employment or any Severance Period pursuant to
         the provisions of paragraph 18, or in no event for a period less than
         twelve (12) months following any other termination of employment, the
         Executive shall not engage in any activity directly or indirectly with
         Eastman Kodak Company or Fuji, whether as a principal, partner,
         executive, consultant, shareholder, director (other than as a holder of
         not in excess of one percent (1%) of the outstanding voting shares of
         any publicly traded company) or otherwise.

20.      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 Executive
         executed when the Executive was hired and further 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 information designated as
         confidential or proprietary that the Company may receive belonging to
         suppliers, customers or others who do business with 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; is in the public domain (other
         than by reason of the Executive's breach of this Agreement); or has
         been disclosed to the Executive prior to the date hereof from sources
         not breaching any agreement with the Company.

21.      COMPANY PROPERTY. Promptly following the Executive's termination of
         employment, the Executive shall return to the Company all property of
         the Company including but not limited to computer(s), identification
         badge, and business cards, credit cards, and all copies of Confidential
         Information in the Executive's possession or under the Executive's
         control whether on paper or electronic storage media.

22.      MISCELLANEOUS ADJUSTMENTS UPON TERMINATION. Upon termination of the
         Executive's employment, the Company shall have the right to deduct from
         any cash payment due to the Executive, all amounts required by
         applicable law to be withheld and in addition, any amounts which the
         Executive may owe to the Company as of the Executive's Termination
         Date, including but not limited to items such as company store,
         corporate credit card obligations and Company property issued to the
         Executive and not otherwise accounted for or returned.


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23.      NON-SOLICITATION OF EMPLOYEES. During employment or any Severance
         Period pursuant to the provisions of paragraph 18 or for a period of
         twelve (12) months following any termination of the Executive's
         employment for Cause or by the Executive voluntarily, the Executive
         shall not directly or indirectly induce any employee of the Company to
         terminate employment with the Company, and shall not directly or
         indirectly, either individually or as owner, agent, consultant,
         director, officer, shareholder or otherwise, employ or offer employment
         to any person who is employed by the Company.

24.      NON-SOLICITATION OF CUSTOMERS. For a period of twelve (12) months from
         the Termination Date, the Executive shall not directly or indirectly
         solicit customers of the Company ("Customers") for the sale to the
         Customers of products or services that compete with the Company's
         businesses. For purposes of this paragraph, the Company's businesses
         shall be limited to silver halide film, cameras and instant printing
         media. Notwithstanding the foregoing, however, this paragraph shall not
         preclude the Executive from directly or indirectly soliciting the sale
         to the Customers of products or services that compete with the
         Company's businesses if such products or services are ancillary to
         products or services that do not compete with the Company's businesses.
         For example, if the Executive were to directly or indirectly solicit to
         the Customer the sale of cellular phones and a thermal printer and
         media is offered for sale to the Customer as an accessory product or
         service, such accessory product or service shall not be considered as
         competing with the Company's businesses. The foregoing is intended to
         be illustrative only.

25.      COMPANY POLICIES. The Executive agrees that the Executive shall be
         bound by all written policies established by the Company and by any
         written personnel manual or written policy statement even though such
         policy may be unilaterally amended, terminated or modified at the sole
         discretion of the Company.

26.      DISPUTE RESOLUTION. Any dispute or controversy arising under or in
         connection with this Agreement shall be settled exclusively by
         arbitration in Boston, Massachusetts 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.

27.      EQUITABLE REMEDIES. The Executive acknowledges that the covenants and
         obligations with respect to Non-competition, Non-disclosure and
         Non-solicitation relate to special, unique, and extraordinary matters
         and that a violation of any of the terms of such covenants and
         obligations will cause the Company irreparable injury for which
         adequate remedies are not available at law. Therefore, the Executive
         agrees that if the Executive shall breach any of these covenants, the
         Company shall have no further obligation to pay any benefits or
         otherwise may payments hereunder, and the Company shall be entitled to
         an injunction, restraining order, or such other equitable relief
         (without the requirement to post a bond) restraining the Executive from
         committing any violation of the covenants and obligations contained in
         this Agreement. The remedies in the preceding sentence are cumulative
         and are in addition to any other rights and remedies the Company may
         have at law or in equity as an arbitrator (or court) shall reasonably
         determine. The Executive further agrees that such injunction,
         restraining order, or other equitable relief may be had in any
         appropriate court of the Commonwealth of Massachusetts having
         jurisdiction over either Party to this Agreement

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         or over the subject matter of this Agreement, and more particularly,
         may be enforced by a proceeding in any such court of the Commonwealth
         of Massachusetts.

28.      INTENTION OF THE PARTIES. If any provision of this Agreement is
         determined by an arbitrator (or a court of competent jurisdiction) not
         to be enforceable, the Executive agrees that it is the intention of the
         Parties that such provision should be enforced to the maximum extent
         possible under applicable law and that such arbitrator (or court) shall
         reform such provision to make it enforceable with the intent of the
         Parties.

29.      GENERAL COVENANTS.

         (a)      During employment and the Severance Period or twelve (12)
                  months following a termination of employment, whichever is
                  greater, the Executive agrees on the Executive's own behalf
                  and on behalf of the Executive's agents and representatives,
                  not to engage in any public criticism regarding the
                  Executive's employment with the Company or to make any
                  negative, detrimental, or derogatory comments concerning the
                  Company or its stockholders, directors, officers or employees,
                  past and present, and the Company agrees not to engage in any
                  public criticism regarding the Executive's employment with the
                  Company.

         (b)      The Executive shall not disclose the terms of this Agreement
                  unless required to do so by law; provided, however, that the
                  terms of this Agreement may be disclosed in confidence to the
                  Executive's attorneys and tax or financial consultants. Before
                  disclosing the terms of this Agreement to anyone as permitted
                  under this paragraph, the Executive shall first obtain an
                  agreement from the person receiving the information that he or
                  she will not disclose the terms of the Agreement to any other
                  person. The unauthorized disclosure of the terms of this
                  Agreement by any person shall constitute a violation of this
                  Agreement by the Party who initially disclosed the terms of
                  this Agreement. If and when this Agreement becomes a public
                  document, this paragraph shall become null and void.

30.      ASSIGNMENT. Except as otherwise provided herein, this Agreement shall
         be binding upon, inure to the benefit of and be enforceable by the
         Company and the Executive and their respective heirs, legal
         representatives, successors and assigns. If the Company 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.

31.      ENTIRE AGREEMENT. This Agreement, with the plans and grant agreements
         referenced herein, along with the Change in Control Agreement
         referenced in paragraph 16, and the mortgage and promissory note
         executed between the Executive and the Company, contains the entire
         understanding and agreement between the Parties concerning the subject
         matter hereof and supersedes all prior agreements, understandings,
         discussions, negotiations and undertakings, whether written or oral,
         between the Parties with respect thereto.


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32.      AMENDMENT OR WAIVER. No provision in this Agreement may be amended
         unless such amendment is agreed to in writing and signed by the
         Executive and an authorized officer of the Company. No waiver by either
         Party of any breach by the other Party of any condition or provision
         contained in this Agreement shall be deemed a waiver of a similar or
         dissimilar condition or provision at the same or any prior or
         subsequent time. Any waiver must be in writing and signed by the
         Executive or an authorized officer of the Company, as the case may be.

33.      SEVERABILITY. In the event that any provision or portion of this
         Agreement shall be determined to be invalid or unenforceable for any
         reason, in whole or in part, the remaining provisions of this Agreement
         shall be unaffected thereby and shall remain in full force and effect
         to the fullest extent permitted by law.

34.      SURVIVORSHIP. The respective rights and obligations of the Parties
         hereunder shall survive any termination of the Executive's employment
         to the extent necessary to the intended preservation of such rights and
         obligations.

35.      BENEFICIARIES/REFERENCES. The Executive shall be entitled to select
         (and change, to the extent permitted under any applicable law) a
         beneficiary or beneficiaries to receive any compensation or benefit
         payable hereunder following the Executive's death by giving the Company
         written notice thereof. In the event of the Executive's death or a
         judicial determination of the Executive's incompetence, reference in
         this Agreement to the Executive shall be deemed, where appropriate, to
         refer to the Executive's beneficiary, estate or other legal
         representative. Absent any written notice the beneficiary shall be the
         Executive's estate.

36.      APPROVAL & AGREEMENT. Upon the execution of this Agreement, the
         Executive understands and agrees that:

         (a)      Upon the execution of this Agreement, the Executive will cease
                  to be employed by Polaroid Australia Pty. Limited;

         (b)      Any and all employment or expatriate agreements, excluding the
                  Change in Control Agreement referenced above, that have been
                  entered into between the Company or one of its subsidiaries
                  and the Executive shall be null and void, specifically the
                  Executive's temporary expatriate agreement, dated 17 May 1999;

         (c)      The Executive will commence employment with Polaroid
                  Corporation; and,

There is no automatic right to re-employment with Polaroid Australia Pty.
Limited either on the same or different terms as before, with or without a break
in employment.

37.      GOVERNING LAW. This Agreement shall be governed by, construed, and
         interpreted in accordance with the laws of Massachusetts, in the United
         States without reference to principles of conflict of laws.

38.      NOTICES. Any notice given to a Party shall be in writing and shall be
         deemed to have been given when delivered personally or sent by
         certified or registered mail, postage prepaid,

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         return receipt requested, duly addressed, if to the Company, to the
         corporate headquarters, attention: Vice President, Human Resources,
         with a copy to the General Counsel; and, if to the Executive, at the
         Executive's home address on record with the Company.

39.      HEADINGS. The headings of the sections contained in this Agreement are
         for convenience only and shall not be deemed to control or affect the
         meaning or construction of any provision of this Agreement.

40.      COUNTERPARTS. This Agreement may be executed in two (2) or more
         counterparts.

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

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.


                                            POLAROID CORPORATION



                                            By: /s/ HARVEY M. GREENBERG
                                                ------------------------------
                                            Name:  Harvey M. Greenberg
                                            Title: Senior Vice President,
                                                   Human Resources



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


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