Exhibit 10.2

                     POLAROID INCENTIVE PLAN FOR EXECUTIVES
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                              POLAROID CORPORATION

                            Cambridge, Massachusetts

                      Originally Effective January 1, 1996
                           As Amended January 1, 1998


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                     POLAROID INCENTIVE PLAN FOR EXECUTIVES

PURPOSE

         The Polaroid Incentive Plan for Executives is established by Polaroid
Corporation to motivate present executives and other key employees whose
judgment, initiative, leadership and continued effort contribute to the success
of the Company and its Subsidiaries and to attract highly competent individuals.

         This Plan provides an incentive for officers, executives and other key
employees of the Company and its Subsidiaries to maximize the Company's
operational performance.

                                    ARTICLE I

                                   DEFINITIONS

1.01 Award. Award shall have the meaning as provided in Section 3.01 hereof.

1.02 Board of Directors. Board of Directors shall mean the Board of Directors of
     the Company.

1.03 Code. Code shall mean the Internal Revenue Code of 1986 ("Code"), as
     amended, and its implementing regulations, unless otherwise specifically
     provided herein.

1.04 Committee. Committee shall mean the Committee designated to administer this
     Plan pursuant to Article VI hereof.

1.05 Company. Company shall mean Polaroid Corporation, a Delaware corporation.

1.06 Company Contributions. Company Contributions shall mean the aggregate
     amount subject to distribution under the Award formula for all
     Participants.

1.07 Compensation. Compensation includes and is limited to:

     (a)  Primary salary or wages;


     (b)  Amounts elected as or deemed to be cash, property or other taxable
          benefits under any plan established by the Company under Code Section
          125 as now or hereafter in effect;

     (c)  Amounts elected as non-taxable benefits under any plan established by
          the Company under Code Section 125 as now or hereafter in effect;

     (d)  Amounts, other than the Company's matched deferral contributions,
          elected as or deemed to be payments to the Participant directly in
          cash under any cash or deferral arrangement established by the Company
          and qualified under Code Section 401(k) as now or hereafter in effect;

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     (e)  Amounts, other than the Company's matched deferral contribution,
          elected as or deemed to be payments as contributions to a trust under
          a profit sharing or stock bonus plan under any cash or deferral
          arrangement established by the Company and qualified under Code
          Section 401(k) as now or hereafter in effect; and,

     (f)  Payments made directly or indirectly under the Company's short-term
          disability program, as it shall exist from time to time, including
          payments made thereunder in lieu of payments by the Company regardless
          of their source (provided, however, that the total of all such
          payments to a disabled Employee shall not be in excess of the basic
          salary or wages that would have been payable to him had he not been
          disabled), earned by and paid to a Participant by the Company in a
          Plan Year during which he was a Participant.

     All compensation or allocations, other than those described in (a) through
     (f) above, are excluded from Compensation, such as, but not limited to,
     overtime pay, shift premiums, schedule change premiums, special day
     premiums, tuition refunds, relocation payments, suggestion or special
     awards, commissions, fixed and other bonuses, payments pursuant to any
     incentive compensation or profit sharing plan contributions (including the
     Company's matched deferral contributions), allocations or benefits pursuant
     to any retirement, pension, survivor's benefit, death benefit, long-term
     disability, insurance or other plan, severance pay and premiums,
     adjustments and allowances on account of foreign service.

1.08 EBIT. EBIT for any Plan Year shall mean the profit from operations as shown
     in the Company's financial statements contained in the Company's annual
     report to stockholders and adding back expenses for Company contributions
     to this Plan or any other bonus or incentive compensation plan (excluding
     sales bonus plans).

     Notwithstanding the foregoing, any unusual and significant expenses
     incurred or unusual and significant revenues received by the Company may be
     excluded if approved by the Board of Directors.

1.09 Employee. Employee shall mean any "Full-Time Permanent" employee and any
     "Part-Time Permanent" employee of Polaroid, as defined by the Company in a
     uniform and non-discriminatory manner.

1.10 EVA. Economic Value Added ("EVA") for any Plan Year shall mean the EBIT
     minus charge for Capital employed for the operation of either the
     Corporation or the Business Unit, as applicable. For purposes of this
     definition Capital is defined as the working capital, such as inventory,
     receivables and fixed assets (equipment and buildings) utilized in the
     respective Component.

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1.11 EVA Target. EVA Target shall mean the goal for EVA which the Company hopes
     to obtain in the Plan Year. This EVA Target shall be set by the Human
     Resources Committee in the first quarter of each Plan Year.

1.12 Human Resources Committee. The Human Resources Committee shall mean the
     Human Resources Committee of the Board of Directors.

1.13 Option. Option shall mean the number of shares in an Option granted after
     January 1, 1994, under the 1993 Polaroid Stock Incentive Plan.

1.14 Participant. Participant shall mean an Employee selected to participate in
     the Plan in accordance with Article II hereof.

1.15 Plan. Plan shall mean this Polaroid Executive Incentive Compensation Plan
     as in effect from time to time.

1.16 Plan Year. Plan Year shall mean a calendar year.

1.17 Stock. Stock shall mean common stock, par value $1 per share, issued by the
     Company.

1.18 Subsidiary. Subsidiary shall mean any corporation of which more than fifty
     percent (50%) of the outstanding shares of voting stock are beneficially
     owned directly or indirectly by the Company.

                                   ARTICLE II

                                   ELIGIBILITY

2.01 Eligibility to Participate. Officers of the Company or any Subsidiary,
     whether or not directors of the Company, and non-officer Employees or
     employees of any Subsidiary who are employed in positions of
     administrative, technical, or managerial responsibility shall be eligible
     to participate in the Plan.

2.02 Participation. Non-officer Employees or non-officer employees of a
     Subsidiary eligible to participate under Section 2.01 shall become
     Participants if selected by the Committee. Officers of the Company or any
     Subsidiary shall become Participants if selected by the Human Resources
     Committee.

2.03 Termination of Participation. Participation in the Plan shall terminate
     when a Participant's employment by the Company terminates for any reason or
     when

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     his employment status with the Company changes so that he ceases to be
     an Employee and has not otherwise been designated as a Participant pursuant
     to Section 2.01 hereof.

                                   ARTICLE III

                             ANNUAL EXECUTIVE BONUS

3.01 Award. An Award under this Plan shall have three components, a Personal
     Performance Component, a Corporate Component and a Business Unit Component.
     Each Participant who achieves their Personal Performance Component shall
     receive an Award equal to the benefit derived under the Corporate Component
     and the Business Unit Component. This Award shall be determined given the
     Participant's:

     (a)  percentage of achievement of the individual's Personal Performance
          Component;

     (b)  level or range of participation in the Plan (expressed as a percentage
          of the Participant's Compensation); and,

     (c)  the ratio of the Corporate Component to his Business Unit Component as
          established by the Human Resources Committee pursuant to Section 3.04
          below.

     Participants who are not in a unit with a Business Unit Component shall
     receive an Award based on the method as established by the Human Resources
     Committee pursuant to Section 3.03 below.

3.02 Actions of the Human Resources Committee. Prior to the end of the first
     quarter in a Plan Year, the Human Resources Committee shall establish:

     (a)  the categories of Participants;

     (b)  the level or range at which each category of Participants will
          participate in this Plan expressed as a percentage of Compensation;

     (c)  the ratio on which each category of Participant Awards will be based
          will be returns from Corporate Component performance versus Business
          Unit Component performance as described below;

     (d)  the method by which Participants who are not in a unit with a Business
          Unit Component shall have their Award calculated;

     (e)  the EVA Target level for the Corporate Component; and,

     (f)  the maximum and minimum EVA Target which will be paid under the
          Corporate Component.

     Participants in the 1997 Severance Program shall have their Award fully
     determined base on the Corporate Component.

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3.03 Personal Performance Component. The Personal Performance Component is
     expressed as the success an participant has in achieving his performance
     goals set for the Participant for the Plan Year.

3.04 Corporate Component. The Corporate Component is expressed as a Corporate
     wide EVA Target set by the Committee. Prior to the end of the first quarter
     in a Plan Year, the Committee shall establish the EVA Target level, and the
     maximum and minimum percentages of the EVA Target.

3.05 Business Unit Component. Each Business Unit Component is expressed as the
     EVA Target for the particular unit. Prior to the end of the first quarter
     in a Plan Year, the Committee shall establish the EVA Target level for each
     Business Unit, and the maximum and minimum percentages of such EVA Target
     for each major business unit. There will be no distribution under a
     Business Unit Component unless the minimum threshold for each business
     unit's EVA Target for the specific unit is reached.

3.06 Extraordinary Distributions. If the minimum percentage for the EVA Target
     is not achieved in a Plan Year in either the Corporate Component or the
     Participant's Business Unit Component for a classification(s) of
     Participants:

     (a)  (1) The Human Resources Committee, in its sole discretion, may grant
              extraordinary distributions to any officer for his significant
              individual contribution; and

          (2)  The Committee, in its sole discretion, may grant extraordinary
               distributions to any non-officer for his significant individual
               contribution.

     (b)  The aggregate amount of funds available for all such extraordinary
          distributions in a Plan Year shall be determined by the Human
          Resources Committee. In no event, shall such aggregate amount exceed
          20% of what the Company Contributions would have been had the actual
          EVA Target been reached in the Corporate Component.

3.07 Participant Payment. Each Participant who is employed by the Company on the
     last day of a Plan Year shall be entitled to an incentive payment under
     this Plan if the minimum EVA Target in either the Corporate Component or
     the Participant's Business Unit Component for the Plan Year is met.
     Participants who transfer between Business Units during the Plan Year will
     have their incentive payment pro-rated for the time spent in each Business
     Unit. This pro-ration will be calculated by rounding to the


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     nearest quarter the time the Participant spends in each Business Unit
     during the Plan Year.

3.08 Terminated Participant's Payments. A Participant who has terminated during
     a Plan Year by:

     (a)  Death;

     (b)  Retirement;

     (c)  Layoff;

     (d)  Long-Term Disability;

     (e)  Leave of absence (including military leave);

     (f)  Transfer to a Subsidiary; or,

     (g)  Any other reason that the Committee, in its sole discretion,
          determines to be exceptional cause,

     shall be entitled to a proportionate incentive payment based upon the
     Compensation paid him or her during the Plan Year up to the date of
     cessation of participation. A Participant who terminates during any given
     Plan Year for any other reason shall not be entitled to an incentive
     payment under this Plan.

3.09 Form of Payment. Each Participant shall be paid in a lump sum cash payment.

3.10 Payments to Beneficiaries. If a Participant dies prior to his receipt of
     payments under this Plan, the payment shall be made:

     (a)  To the deceased Participant's spouse;

     (b)  If there is no living spouse, to the Participant's children, divided
          equally; or,

     (c)  If there are no children, to the deceased Participant's estate.

3.11 Administration and Procedures. The Committee shall, in its sole discretion,
     have the exclusive authority to adopt any such administrative procedures as
     may be necessary to ensure ease in administration of the Plan.

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                                   ARTICLE IV

                            DIVIDEND EQUIVALENT AWARD

4.01 Dividend Equivalent Award Participation. Only Employees and former
     Employees who satisfy Section 2.01 or have satisfied Section 2.01 prior to
     termination or retirement and who hold Options granted under the 1993
     Polaroid Stock Incentive Plan are eligible to participate in this Section.

4.02 Dividend Equivalent Award. A Dividend Equivalent Award shall equal the
     number of shares on which each Participant has an Option granted subsequent
     to January 1, 1994, but before June 1, 1996, multiplied by $0.15.
     Notwithstanding the foregoing, this Award will not be paid on Stock which
     is part of an Option that has been exercised, terminated or lapsed. A
     Dividend Equivalent Award shall not be paid under this Plan on any option
     issued after June 1, 1996.

4.03 Timing of Distributions. The Dividend Equivalent Awards shall be payable at
     such time as the dividends are issued to the Company's shareholders of
     common stock. Notwithstanding the foregoing, a Dividend Equivalent Award
     shall be paid only for the portion of the Option held on the record date
     for the issuance of dividends to the Company's shareholders of common
     stock. An Award will not be paid on any portion of the Option which has
     been exercised, terminated or lapsed.

4.04 Exclusions From Distributions. Notwithstanding anything in this section to
     the contrary, dividend equivalents granted under this Article IV may be
     suspended on grants previously granted, and an Option Agreement issued
     pursuant to an employment, or severance agreement may not include dividend
     equivalents pursuant to the terms of the severance or employment.

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                                    ARTICLE V

                                    FINANCING

5.01 Financing. The benefits under this Plan shall be paid out of the general
     assets of the Company.

5.02 Unsecured Interest. No Participant 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 VI

                                 ADMINISTRATION

6.01 Administrator. The Plan shall be administered by the Committee designated
     by the Chief Executive Officer of the Company and shall consist of not less
     than three officers of the Company. Members of the Committee shall not be
     entitled to any compensation for services performed in conjunction with the
     operation of this Plan.

6.02 Duties of Administrator. The Committee shall:

     (a)  administer the Plan in accordance with its terms;

     (b)  have the exclusive discretionary authority to interpret the Plan for
          any questions which may arise, including, without limitation,
          questions relating to eligibility for or the amount of benefits;

     (c)  make final judgment on appeals by Employees;

     (d)  maintain records of its actions; and

     (e)  engage and consult with counsel, accountants, specialists and other
          persons as the Committee deems necessary and desirable.

6.03 Decisions of the Committee

     Committee decisions must be approved by a majority of the members and may
     be made by either a vote at a meeting, or in writing (without a meeting).
     Any member of the Committee who is a Participant under the Plan shall not
     vote on any question relating exclusively to himself. The Compensation
     Committee shall approve any award, decision, rule, or interpretation which
     relates exclusively to any Participant who is a member of the Committee.
     Any determination by the Committee or Human Resources Committee shall be
     conclusive and binding except as otherwise provided in this Plan or
     prohibited by law.

                                   ARTICLE VII

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                            MISCELLANEOUS PROVISIONS

7.01 Applicable Law. This instrument shall be construed in accordance with and
     governed by the laws of the Commonwealth of Massachusetts to the extent not
     superseded by the laws of the United States.

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

7.03 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.

7.04 Illegality of a Particular Provision. The illegality 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 invalid provision
     were omitted.

7.05 Indemnification. No member of the Board of Directors or the Committee shall
     be liable for any action or determination taken or made in good faith with
     respect to this Plan, any Awards granted or any award distributions under
     this Plan. Each member of the Board of Directors and 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.

7.06 Limitation of Rights. Neither the adoption and maintenance of the Plan nor
     anything contained herein shall with respect to any present or former
     Participant, or other officer or employee of the Company or any Subsidiary
     be deemed to:

     (a)  limit the right of the Company or any Subsidiary to discharge or
          discipline any such person, or otherwise terminate or modify the terms
          of his employment, or

     (b)  create any contract or other right or interest under the Plan or in
          any funds from this Plan other than as specifically provided herein.

7.07 Non-Assignability. A Participant's interest 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

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7.08 Nontransferability. In no event shall the Company make any payment under
     this Plan to any assignee or creditor of a Participant or of a Beneficiary,
     except as otherwise required by law. Prior to the time of a payment under
     this Plan, a Participant or a Beneficiary 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.

7.09 Taxes. The Company shall have the right to deduct from the award
     distributions any federal, state or local taxes required by law to be
     withheld with respect to such distribution.

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                                  ARTICLE VIII

                           EFFECTIVE DATE AND RIGHT TO

                           AMEND, MODIFY OR TERMINATE

8.01 Effective Date. This Plan, originally adopted effective as of January 1,
     1986, is hereby amended effective January 1, 1998.

8.02 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 Board of Directors 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
     Beneficiary, if applicable, no such amendment or termination shall reduce
     or diminish such person's right to receive any benefit accrued under this
     Plan prior to the date of such amendment or termination. Notwithstanding
     the foregoing, the Chief Executive Officer of the Company, or his designee
     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, the Company has caused this instrument to be executed
effective January 1, 1998.

Attest                             POLAROID CORPORATION

By: /s/ CHERYL A. GOMES        By: /s/ JOSEPH G. PARHAM, JR.
                                   -------------------------
                                       JOSEPH G. PARHAM, JR.
                                       Vice President