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                                                                EXHIBIT 10.19

                      CHANGE IN CONTROL SEVERANCE AGREEMENT



                  AGREEMENT made as of April 25, 1997 between Polaroid
Corporation ("Polaroid" or "Company") and Carl L. Lueders (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:


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               (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 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.


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          (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 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


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                    (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 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.


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          (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 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


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               (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:

               (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.


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          (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:

                    (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


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               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 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


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                    (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 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


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               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.

          (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


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               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 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


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               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 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.


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


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          Agreement, except that if Executive instituted the proceeding and the
          judge, arbitrator or other individual 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 Massachusetts
          applicable to contracts made and to be performed therein.


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<PAGE>


     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 25th day of April, 1997.

                                         POLAROID CORPORATION


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





/S/ CARL L. LUEDERS
------------------------
Carl L. Lueders
Executive




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