CHANGE IN CONTROL SEVERANCE AGREEMENT

                  AGREEMENT made as of July 10, 1997 between Polaroid
Corporation ("Polaroid" or "Company") and Jeremiah J. Noonan (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:

          (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:

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                 (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.

     (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

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                 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

                 (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

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                     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.

     (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

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                 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

          (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

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

     (t)  "Termination Date" shall mean the date on which Executive is
          terminated.

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

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

3.   Change in Control Benefits. If Executive's employment with Polaroid is
     Terminated, Executive shall be entitled to the following benefits:

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

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

                 (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,

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<PAGE>

          however, that if Executive becomes employed by a new employer,
          Executive's coverage under the applicable Polaroid plans shall
          continue, but Executive's coverage thereunder shall be
          secondary to (i.e., reduced by) any benefits provided under
          like plans of such new employer.

     (c)  Payment of Accrued But Unpaid Amounts. Within ten (10) business days
          after the Termination Date, Polaroid shall pay Executive:

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

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

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

     (e)  Supplemental Retirement and Profit Sharing Benefits.

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

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

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

                 (B) Polaroid shall apply the present value (and any other
                     actuarial adjustments required by this Agreement) using the
                     applicable actuarial assumptions set forth in the Pension
                     Plan. In

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                     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 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

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<PAGE>

          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 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

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          that any payment of taxes with respect to such claim is due). If the
          Company notifies the Executive in writing prior to the expiration of
          such period that it desires to contest such claim, the Executive
          shall:

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

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

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

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

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

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

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

7.   Indemnification; Director's and Officer's Liability Insurance.
     Executive shall, after the Termination Date, retain all rights to
     indemnification under applicable law or 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).

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

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

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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.

15.  Entire Agreement. This Agreement supersedes the terms and conditions
     set forth in the section of your letter of June 26, 1996 captioned
     "Termination of Employment Following a Change in Control" and constitutes
     the entire agreement between the parties except as expressly provided
     herein. This Agreement may be changed only by a written agreement executed
     by Polaroid and Executive. All other terms and conditions of your June 26,
     1996 agreement shall remain in full force and effect.

             IN WITNESS WHEREOF, the parties have executed this Agreement on
the 10th day of July, 1997.

                                                      POLAROID CORPORATION


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

/s/ JEREMIAH J. NOONAN
----------------------
    JEREMIAH J. NOONAN
    Executive

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