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                                                                   Exhibit 10.11

                         THE POLAROID BOARD OF DIRECTORS

                                 RETIREMENT PLAN








                              POLAROID CORPORATION

                            CAMBRIDGE, MASSACHUSETTS











                              AMENDED AND RESTATED

                            EFFECTIVE JANUARY 1, 1999


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                 THE POLAROID BOARD OF DIRECTORS RETIREMENT PLAN

         The purpose of this Plan is to provide the non-employee members of the
Company's Board of Directors a retirement plan commensurate with their services
to the Company.

                                    ARTICLE I

                                   DEFINITIONS

1.01     ANNUAL RETAINER. Annual Retainer shall mean one-hundred percent (100%)
         of the annual fee payable to a Participant as a non-employee member of
         the Board of Directors on the date he resigns as a member of the Board
         of Directors exclusive of amounts paid for attendance at Board of
         Directors or Committee meetings and for acting as a Committee chairman.
         Not withstanding the foregoing for any member of the Board of Directors
         who is age sixty-eight (68) or less on January 1, 1997, and who resigns
         after June 1, 1999, this Annual Retainer shall be capped at $30,000.

1.02     BOARD OF DIRECTORS. Board of Directors shall mean the Board of
         Directors of the Company.

1.03     COMMITTEE. Committee shall mean the committee designated by the Chief
         Executive Officer of the Company and shall consist of not less than a
         chairman and at least two (2) other members.

1.04     COMPANY. Company shall mean Polaroid Corporation, a Delaware
         corporation, and any successor thereof.

1.05     PARTICIPANT. A Participant shall mean each non-employee member of the
         Board of Directors in service on or after January 1, 1990.

1.06     PLAN. Plan shall mean the Polaroid Board of Directors Retirement Plan
         as amended from time to time.

1.07     SPOUSE. Spouse shall mean with respect to a deceased Participant, the
         widow or widower of such deceased Participant who was legally married
         to such Participant on the date of his death and who, if such death was
         due to illness rather than accident or other reason, was


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         legally married to such Participant for not less than six (6) months
         immediately preceding such death.

1.08     RETIREMENT. Retirement shall mean a Participant's retirement or
         termination from service as a member of the Board of Directors for any
         reason.

1.09     SERVICE YEAR. Service Year shall mean each full twelve (12) month
         period completed on the anniversary date of when a Participant first
         joined the Board of Directors.

                                   ARTICLE II

                             BENEFITS UNDER THE PLAN

2.01     PARTICIPANT'S BENEFIT. Each Participant who is vested, as set forth in
         Section 2.04, shall begin receiving a lump sum payment in cash equal to
         his Annual Retainer payable quarterly beginning on the first day of the
         quarter following his retirement. Such annual payment shall continue
         for the maximum period as set forth in Section 2.02 or for as long as
         the Participant and his Spouse lives, whichever is shorter.

2.02     MAXIMUM PERIOD OF ANNUAL PAYMENTS. The maximum period of annual
         payments under this Plan shall be equal to the LESSER of:

         (a)      the number of Service Years the Participant is a non-employee
                  member of the Board of Directors; or

         (b)      the first twenty-five (25) Service Years the Participant
                  serves as a non-employee member of the Board of Directors.

2.03     EXCEPTIONS OF BENEFIT ACCRUAL. Notwithstanding the foregoing, create
         for service years for any Participant who is less than age sixty-eight
         (68) effective January 1, 1997 shall cease.

2.04     VESTING. Each Participant who has completed five (5) Service Years on
         the Board of Directors through his date of Retirement shall have a
         non-forfeitable right to the benefits provided under this Plan. A
         Participant who has not completed such service requirement




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         on the day of his Retirement shall not be entitled to any of the
         benefits provided under this Plan.

2.05     SPOUSE'S SURVIVOR BENEFIT. If a Participant dies and has not received
         all of the maximum period of annual payments as provided under Section
         2.02 of this Plan, his Spouse, if any, shall continue to receive such
         payments until the earlier of:

         (a)      the maximum period of annual payments set forth in Section
                  2.02 hereof; or

         (b)      the death of such Spouse.

                                   ARTICLE III

                                    FINANCING

3.01     FINANCING. The benefits under this Plan shall be paid out of the
         general assets of the Company.


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

                                   ARTICLE IV

                               PLAN ADMINISTRATION

4.01     PLAN ADMINISTRATION. This Plan shall be administered by the Committee.
         The Committee shall have the full authority and absolute discretion:

         (a)      To construe and interpret the Plan; and

         (b)      To make all determinations and take all other actions
                  necessary or advisable for the proper administration of the
                  Plan.

         All such actions and determinations shall be conclusively binding upon
all persons for all purposes.


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                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

5.01     APPLICABLE LAW. This instrument shall be construed in accordance with
         and governed by the laws of the State of Delaware.

5.02     TAXES. The Company shall have the right to deduct from any
         distributions made under this Plan, any federal, state or local taxes
         or any other amounts required by law to be withheld with respect to
         such distribution.

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

5.04     GENDER AND NUMBER. Unless the context clearly requires otherwise, the
         masculine pronoun whenever used shall include the feminine and neuter
         pronoun, the singular shall include the plural, and vice versa.

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

5.06     HEADINGS NOT PART OF PLAN. Headings of Articles and Sections are
         inserted for convenience and reference; they constitute no part of this
         Plan.

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

5.08     NON-TRANSFERABILITY. In no event shall the Company make any payment
         under this Plan to any assignee or creditor of a Participant or of a
         Spouse, except as otherwise required by



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         law. Prior to the time of a payment hereunder, a Participant or a
         Spouse shall have no rights by way of anticipation or otherwise to
         assign or otherwise dispose of any interest under this Plan, nor shall
         rights be assigned or transferred by operation of law.

5.09     OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect fee
         or compensation schedules which presently exist, or which may at a
         later date be approved by the shareholders of the Company for members
         of the Board of Directors.

5.10     PLAN BINDING ON SUCCESSORS. This Plan shall be binding upon the
         successors and assigns of the Company.

5.11     UNENFORCEABILITY OF A PARTICULAR PROVISION. The unenforceability of any
         particular provision of this document shall not affect the other
         provisions, and the document shall be construed in all respects as if
         such unenforceable provision were omitted.

                                   ARTICLE VI

                   PERMANENCY OF THE PLAN AND PLAN TERMINATION

6.01     EFFECTIVE DATE. This Plan, originally effective January 1, 1990, has
         been amended from time to time, with the most current amendment
         effective January 1, 1999, unless specifically noted to the contrary.

6.02     RIGHT TO AMEND, MODIFY OR TERMINATE. The Company reserves the right to
         amend, modify or terminate the Plan or payments thereunder at any time
         by action of the Committee and does not intend to submit any amendments
         or modifications to the Plan to stockholders of the Company for their
         approval. However, without the consent of any Participant or his
         Spouse, if applicable, no such amendment or termination shall reduce or
         diminish such person's right to receive any benefit accrued hereunder
         prior to the date of


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         such amendment or termination. Notwithstanding the foregoing, the Chief
         Executive Officer of the Company may adopt any amendments to the Plan
         that do not materially and adversely affect the benefits to a
         Participant accrued under the Plan and may adopt any amendments to the
         Plan that do not materially affect the cost to the Company (excluding
         any amendment that relates exclusively to himself).

         IN WITNESS WHEREOF, Polaroid has caused this instrument to be executed
this 20th day of December, 1999, effective January 1, 1999.


Attest:                                          POLAROID CORPORATION


/s/ ANGELA M. FERRARI                            By:   /s/ GARY T. DICAMILLO
---------------------                                  ------------------------
                                                       Chief Executive Officer