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                                                                   Exhibit 10.23


                      CHANGE IN CONTROL SEVERANCE AGREEMENT

         AGREEMENT made as of April 25th, 1997 between Polaroid Corporation
("Polaroid" or "Company") and Brian D. Poggi (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


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                           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:

                           (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



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         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 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



                                     - 14 -
<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 25th day of April, 1997.

                                                 POLAROID CORPORATION

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

/s/BRIAN D. POGGI
---------------------------------------
Brian D. Poggi
Executive