<PAGE>   1
                                                                   EXHIBIT 10.10









                              AMENDED AND RESTATED
                  EASTMAN EXECUTIVE DEFERRED COMPENSATION PLAN



                                      106
<PAGE>   2


PREAMBLE. The Amended and Restated Eastman Executive Deferred Compensation Plan
is an unfunded, nonqualified deferred compensation arrangement for eligible
employees of Eastman Chemical Company ("the Company") and certain of its
subsidiaries. Under the Plan, each Eligible Employee is annually given an
opportunity to elect to defer payment of part of his or her cash compensation.
This Plan also assumed the liabilities accrued under the Kodak Executive
Deferred Compensation Plan, as of January 1, 1994, in respect of each Eligible
Employee who was actively employed by the Company as of such date and who chose
to transfer his or her deferred compensation account to the Company. This Plan
originally was adopted effective January 1, 1994, was amended effective March 2,
1994, and is further amended and restated effective as of October 10, 1996.

SECTION 1:        DEFINITIONS.

         SECTION 1.1.      "Account" means the Interest Account or the Stock
         Account.

         SECTION 1.2.      "Board" means the Board of Directors of the Company.

         SECTION 1.3.      "Change In Control" means a change in control of the
         Company of a nature that would be required to be reported (assuming
         such event has not been "previously reported") in response to Item 1
         (a) of a Current Report on Form 8-K, as in effect on August 1, 1993,
         pursuant to Section 13 or 15(d) of the Exchange Act; provided that,
         without limitation, a Change In Control shall be deemed to have
         occurred at such time as (i) any "person" within the meaning of Section
         14(d) of the Exchange Act, other than the Company, a subsidiary of the
         Company, or any employee benefit plan(s) sponsored by the Company or
         any subsidiary of the Company, is or has become the "beneficial owner,"
         as defined in Rule 13d-3 under the Exchange Act, directly or
         indirectly, of 25% or more of the combined voting power of the
         outstanding securities of the Company ordinarily having the right to
         vote at the election of directors; provided, however, that the
         following will not constitute a Change In Control: any acquisition by
         any corporation if, immediately following such acquisition, more than
         75% of the outstanding securities of the acquiring corporation
         ordinarily having the right to vote in the election of directors is
         beneficially owned by all or substantially all of those persons who,
         immediately prior to such acquisition, were the beneficial owners of
         the outstanding securities of the Company ordinarily having the right
         to vote in the election of directors, or (ii) individuals who
         constitute the Board on January 1, 1994 (the "Incumbent Board") have
         ceased for any reason to constitute at least a majority thereof,
         provided that: any person becoming a director subsequent to January 1,
         1994 whose election, or nomination for election by the Company's
         stockholders, was approved by a vote of at least three-quarters (3/4)
         of the directors comprising the Incumbent Board (either by a specific
         vote or by approval of the proxy statement of the Company in which such
         person is named as a nominee for director without objection to such
         nomination) shall be, for purposes of the Plan, considered as though
         such person were a member of the Incumbent Board, (iii) upon approval
         by the Company's stockholders of a reorganization, merger or
         consolidation, other than one with respect to which all or
         substantially all of those persons who were the beneficial owners,
         immediately prior to such reorganization, merger or consolidation, of
         outstanding securities of the Company ordinarily having the right to
         vote in the election of directors own, immediately after such
         transaction, more than 75% of the outstanding securities of the
         resulting corporation ordinarily having the right to vote in the
         election of directors; or (iv) upon approval by the Company's
         stockholders of a complete liquidation and dissolution of the Company
         or the sale or other disposition of all or substantially all of the
         assets of the Company other than to a subsidiary of the Company.
         Notwithstanding the occurrence of any of the


                                      107
<PAGE>   3


         foregoing, the Compensation Committee may determine, if it deems it to
         be in the best interest of the Company, that an event or events
         otherwise constituting a Change In Control shall not be so considered.
         Such determination shall be effective only if it is made by the
         Compensation Committee prior to the occurrence of an event that
         otherwise would be or probably will lead to a Change In Control or
         after such event if made by the Compensation Committee a majority of
         which is composed of directors who were members of the Board
         immediately prior to the event that otherwise would be or probably will
         lead to a Change In Control.

         SECTION 1.4.      "Common Stock" means the $.01 par value common stock
         of the Company.

         SECTION 1.5.      "Company" means Eastman Chemical Company.

         SECTION 1.6.      "Compensation Committee" shall mean the Compensation
         and Management Development Committee of the Board.

         SECTION 1.7.      "Deferrable Amount" means, for a given fiscal year of
         the Company, an amount equal to the sum of the Eligible Employee's (i)
         annual base cash compensation; (ii) annual cash payments under the
         Eastman Performance Plan the Company's Annual Performance Plan, the
         Company's Unit Performance Plan, the Company's Management Carried
         Interest Plan, and any sales incentive plan of the Company in which an
         Eligible Employee participates; and (iii) stock and stock-based awards
         under the Omnibus Plan which, under the terms of the Omnibus Plan and
         the award, are payable in cash and required or allowed to be deferred
         into this Plan; and (iv) signing bonus and/or retention bonus, if any,
         received in connection with his or her initial employment with the
         Company or the acquisition by the Company of such person's previous
         employer; provided, however, that in each case the Deferrable Amount
         shall not include any amount that must be withheld from the Eligible
         Employee's wages for income or employment tax purposes.

         In addition, each Eligible Employee as of January 1, 1994, who had
         previously participated in the Kodak Executive Deferred Compensation
         Plan could elect to transfer the amount then in his or her account in
         the Kodak Executive Deferred Compensation Plan.

         SECTION 1.8.      "Eligible Employee" means a U.S.-based employee of
         the Company or any of its U.S. Subsidiaries who at any time (i) has a
         salary grade classification of SG 49 or above; or (ii) is not covered
         under clause (i), but who was an Eligible Employee under the Kodak
         Executive Deferred Compensation Plan, as in effect on January 1, 1994.
         Any employee who becomes eligible to participate in this Plan and in a
         future year does not qualify as an Eligible Employee because of a
         change in position level shall nevertheless be eligible to participate
         in such year.

         SECTION 1.9.      "Enrollment Period" means the period designated by
         the Compensation Committee each year, provided however, that such
         period shall end on or before the last business day before the last
         Sunday in December of each year.

         SECTION 1.10.     "Exchange Act" means the Securities Exchange Act of
         1934, as amended.


                                      108
<PAGE>   4


         SECTION 1.10A.    "Initial Enrollment Period" means, for an Eligible
         Employee who is newly employed by the Company, the period beginning no
         more than 15 days prior to such date of employment and ending 30 days
         after the date of employment. For a person who becomes an employee of
         the Company or a U.S. Subsidiary through an acquisition by the Company
         of such person's previous employer, "Initial Enrollment Period" with
         respect to deferral of any signing bonus or retention bonus payable to
         such person shall mean the period beginning no more than 15 days prior
         to such date of acquisition, and ending 30 days after such date of
         acquisition.

         SECTION 1.11.     "Interest Account" means the account established by
         the Company for each Participant for compensation deferred pursuant to
         this Plan and which shall bear interest as described in Section 4.1
         below. The maintenance of individual Interest Accounts is for
         bookkeeping purposes only.

         SECTION 1.12.     "Interest Rate" means the monthly average of bank
         prime lending rates to most favored customers as published in The Wall
         Street Journal, such average to be determined as of the last day of
         each month.

         SECTION 1.13.     "Market Value" means the closing price of the shares
         of Common Stock on the Now York Stock Exchange on the day on which such
         value is to be determined or, if no such. shares were traded on such
         day, said closing price on the next business day on which such shares
         are traded, provided, however, that if at any relevant time the shares
         of Common Stock are not traded on the New York Stock Exchange, then
         "Market Value" shall be determined by reference to the closing price of
         the shares of Common Stock on another national securities exchange, if
         applicable, or if the shares are not traded on an exchange but are
         traded in the over-the-counter market, by reference to the last sale
         price or the closing "asked" price of the shares in the
         over-the-counter market as reported by the National Association of
         Securities Dealers Automated Quotation System (NASDAQ) or other
         national quotation service.

         SECTION 1.14.     "Omnibus Plan" means the Eastman Chemical Company
         1994 Omnibus Long-Term Compensation Plan or any successor plan to the
         Omnibus Plan providing for awards of stock and stock-based compensation
         to Company employees.

         SECTION 1.15.     "Participant" means an Eligible Employee who elects
         for one or more years to defer compensation pursuant to this Plan.

         SECTION 1.16.     "Plan" means this Amended and Restated Eastman
         Executive Deferred Compensation Plan.

         SECTION 1.17.     "Section 16 Insider" means a Participant who is, with
         respect to the Company, subject to Section 16 of the Exchange Act.

         SECTION 1.18.     "Stock Account" means the account established by the
         Company for each Participant, the performance of which shall be
         measured by reference to the Market Value of Common Stock. The
         maintenance of individual Stock Accounts is for bookkeeping purposes
         only.


                                      109
<PAGE>   5

         SECTION 1.19.     "U.S. Subsidiaries" means the United States
         subsidiaries of the Company listed on Schedule A.

         SECTION 1.20.     "Valuation Date" means each business day.

SECTION 2.        DEFERRAL OF COMPENSATION. An Eligible Employee may elect to
defer receipt of all or any portion of his or her Deferrable Amount to his or
her Interest Account and/or Stock Account. A Participant in this Plan need not
participate in the Eastman Investment Plan. If an Eligible Employee terminates
employment with the Company or any of its U.S. Subsidiaries, any previous
deferral election with respect to a Wage Dividend, Success Sharing, Eastman
Performance Plan, Annual Performance Plan or Omnibus Plan payment or award shall
remain in effect with respect to such items of compensation payable after
termination of employment

SECTION 3.        TIME OF ELECTION OF DEFERRAL. An Eligible Employee who wishes
to defer compensation must irrevocably elect to do so during the applicable
Enrollment Period. The Enrollment Period shall end prior to the first day of the
calendar year in which the applicable Deferrable Amount will first be paid,
earned, or awarded. Elections shall be made annually.

Notwithstanding the foregoing, in the first year in which a person becomes an
Eligible Employee by reason of being employed by the Company, the eligible
Employee may elect to defer receipt of all or any portion of his or her
Deferrable Amount earned for services to be performed subsequent to such
election, provided that such election is made no later than the end of the
Initial Enrollment Period. Also notwithstanding the foregoing, in the first year
in which a person becomes an Eligible Employee through an acquisition by the
Company of such person's previous employer, the Eligible Employee may elect to
defer receipt of all or any portion of his or her signing bonus and/or retention
bonus, provided that (i) the deferred amount represents compensation for
services to be performed subsequent to such election, and (ii) such election is
made no later than the end of the Initial Enrollment Period.

SECTION 4.        HYPOTHETICAL INVESTMENTS.

         SECTION 4.1.      INTEREST ACCOUNT. Amounts in a Participant's Interest
         Account are hypothetically invested in an interest bearing account
         which bears interest computed at the Interest Rate, compounded monthly.

         SECTION 4.2.      STOCK ACCOUNT. Amounts in a Participant's Stock
         Account are hypothetically invested in units of Common Stock. Amounts
         deferred into a Stock Account are recorded as units of Common Stock,
         and fractions thereof with one unit equating to a single share of
         Common Stock. Thus, the value of one unit shall be the Market Value of
         a single share of Common Stock. The use of units is merely a
         bookkeeping convenience; the units are not actual shares of Common
         Stock. The Company will not reserve or otherwise set aside any Common
         Stock for or to any Stock Account the maximum number of Common Stock
         units that may be hypothetically purchased by deferral of compensation
         to Stock Accounts under this Plan is 4,500,000.

SECTION 5.        DEFERRALS AND CREDITING AMOUNTS TO ACCOUNTS.

         SECTION 5.1.      MANNER OF ELECTING DEFERRAL. An Eligible Employee may
         elect to defer compensation by executing and returning to the
         Compensation Committee a deferred compensation form provided by the
         Company. The form shall indicate (i) the amount and sources of


                                      110
<PAGE>   6
         Deferrable Amount to be deferred; (ii) whether deferral of annual base
         cash compensation is to be at the same rate throughout the year, or at
         one rate for part of the year and at a second rate for the remainder of
         the year; and (iii) the portion of the deferral to be credited to the
         Participant's Interest Account and Stock Account respectively. An
         election to defer compensation shall be irrevocable following the end
         of the applicable Enrollment Period, but the portion of the deferral to
         be credited to the Participant's Interest Account and Stock Account,
         respectively, may be reallocated by the Participant in the manner
         specified by the Compensation Committee or its authorized designee
         through and including the business day immediately preceding the date
         on which the deferred amount is credited to the Participant's Accounts
         pursuant to Section 5.2.

         SECTION 5.2.      CREDITING OF AMOUNTS TO ACCOUNTS. Amounts to be
         deferred shall be credited to the Participant's Interest Account and/or
         Stock Account, as applicable, as of the date such amounts are otherwise
         payable.

         SECTION 5.3.      TRANSFERS OF OBLIGATIONS FROM OTHER DEFERRED
         COMPENSATION PLANS. The Compensation Committee hereby delegates to the
         Company's Vice President, Human Resources, the authority to permit from
         time to time the transfer to this Plan from other non-qualified
         deferred compensation plans or arrangements maintained by the Company
         or its affiliates, any amounts accrued to an Eligible Employee under
         such other plan or arrangement. In each case, before permitting such
         transfer the Company's Vice President, Human Resources shall determine
         that such transfer is in the best interests of the Company, and shall
         further determine that such transfer to this Plan is permitted under
         the terms of such other plan or arrangement.

SECTION 6.        DEFERRAL PERIOD. Subject to Sections 9, 10, and 19 hereof, the
compensation which a Participant elects to defer under the Plan will be deferred
until the Participant retires or otherwise terminates employment with the
Company or any of its U.S. Subsidiaries. Any such election shall be made during
the applicable Enrollment Period on the deferred compensation form referenced in
Section 5 above. The payment of a Participant's Account shall be governed by
Sections 8, 9, 10, and 19, as applicable.

Notwithstanding the foregoing, any fixed date election made by an Eligible
Employee under the Kodak Executive Deferred Compensation Plan shall remain in
force under this Plan, provided he or she continues as an employee of the
Company or any of its U.S. Subsidiaries during the period of deferral. Payment
of such amount pursuant to a deferral election made under such Kodak Plan shall
be made in cash in a single lump sum on the fifth business day in March in the
year following the termination of such deferral period, and the amount of the
lump sum due the Participant shall be valued as of the last Valuation Date in
February in the year following the termination of the deferral period. If such
Participant ceases to be an employee of the Company or any of its U.S.
Subsidiaries prior to the end of the fixed period, Section 8 shall govern the
payment of his or her Accounts.

SECTION 7.        INVESTMENT IN THE STOCK ACCOUNT AND TRANSFERS BETWEEN
ACCOUNTS.

         SECTION 7.1       ELECTION INTO THE STOCK ACCOUNT. If a Participant
         elects to defer compensation into his or her Stock Account, his or her
         Stock Account shall be credited, as of the date described in Section
         5.2, with that number of units of Common Stock, and fractions thereof,
         obtained by dividing the dollar amount to be deferred into the Stock
         Account by the Market Value of the Common Stock as of such date.


                                      111
<PAGE>   7


         SECTION 7.2.      TRANSFERS BETWEEN ACCOUNTS. A Participant may direct
         that all or any portion, designated as a whole dollar amount, of the
         existing balance of one of his or her Accounts be transferred to his or
         her other Account, effective as of (i) the date such election is made,
         if and only if such election is made prior to the close of trading on
         the New York Stock Exchange on a day on which the Common Stock is
         traded on the New York Stock Exchange, or (ii) if such election is made
         after the close of trading on the Now York Stock Exchange on a given
         day or at any time on a day on which no sales of Common Stock are made
         on the New York Stock Exchange, then on the next business day on which
         the Common Stock is traded on the New York Stock Exchange (the date
         described in (i) or (ii), as applicable, is referred to hereinafter as
         the election's "Effective Date"). Such election shall be made in the
         manner specified by the Committee or its authorized designee; provided
         however, that a Section 16 Insider may only elect to transfer between
         his or her Accounts if he or she has made no election within the
         previous six months to effect an "opposite way" fund-switching (i.e.,
         transfer out versus transfer in) transfer into or out of the Stock
         Account or the Eastman Stock Funds of the Eastman Investment Plan or
         the Savings and Investment Plan Appendix, or any other "opposite way"
         intra-plan transfer or plan distribution involving a Company equity
         securities fund which constitutes a "Discretionary Transaction" as
         defined in Rule 16b-3 under the Exchange Act.

         SECTION 7.3.      TRANSFER INTO THE STOCK ACCOUNT. If a Participant
         elects pursuant to Section 7.2 to transfer an amount from his or her
         Interest Account to his or her Stock Account, effective as of the
         election's Effective Date, (his or her Stock Account shall be credited
         with that number of units of Common Stock; and fractions thereof,
         obtained by dividing the dollar amount elected to be transferred by the
         Market Value of the Common Stock on the Valuation Date immediately
         preceding the election's Effective Date; and (ii) his or her Interest
         Account shall be reduced by the amount elected to be transferred.

         SECTION 7.4.      TRANSFER OUT OF THE STOCK ACCOUNT. If a Participant
         elects pursuant to Section 7.2 to transfer an amount from his or her
         Stock Account to his or her Interest Account, effective as of the
         election's Effective Date; (i) his or her Interest Account shall be
         credited with a dollar amount equal to the amount obtained by
         multiplying the number of units to be transferred by the Market Value
         of the Common Stock on the Valuation Date immediately preceding the
         election's Effective Date; and (ii) his or her Stock Account shall be
         reduced by the number of units elected to be transferred.

         SECTION 7.5.      DIVIDEND EQUIVALENTS. Effective as of the payment
         date for each cash dividend on the Common Stock, the Stock Account of
         each Participant who had a balance in his or her Stock Account on the
         record date for such dividend shall be credited with a number of units
         of Common Stock, and fractions thereof, obtained by dividing (i) the
         aggregate dollar amount of such cash dividend payable in respect of
         such Participant's Stock Account (determined by multiplying the dollar
         value of the dividend paid upon a single share of Common Stock by the
         number of units of Common Stock held in the Participant's Stock Account
         on the record date for such dividend); by (ii) the Market Value of the
         Common Stock on the Valuation Date immediately preceding the payment
         date for such cash dividend.

         SECTION 7.6.      STOCK DIVIDENDS. Effective as of the payment date for
         each stock dividend on the Common Stock, additional units of Common
         Stock shall be credited to the Stock Account of each Participant who
         had a balance in his or her Stock Account on the record date for such
         dividend. The number of units that shall be credited to the Stock
         Account of such a Participant shall equal the number


                                      112
<PAGE>   8

         of shares of Common Stock and fractions thereof, which the Participant
         would have received as stock dividends had he or she been the owner on
         the record date for such stock dividend of the number of shares of
         Common Stock equal to the number of units credited to his or her Stock
         Account on such record date.

         SECTION 7.7.      RECAPITALIZATION. If, as a result of a
         recapitalization of the Company, the outstanding shares of Common Stock
         shall be changed into a greater number or smaller number of shares, the
         number of units credited to a Participant's Stock Account shall be
         appropriately adjusted on the same basis.

         SECTION 7.8.      DISTRIBUTIONS. Amounts in respect of units of Common
         Stock may only be distributed out of the Stock Account by transfer to
         the interest Account (pursuant to Sections 7.2 and 7.4 or 7.10) or
         withdrawal from the Stock Account (pursuant to Section 8, 9, 10, or
         19), and shall be distributed in cash. The number of units to be
         distributed from a Participant's Stock Account shall be valued by
         multiplying the number of such units by the Market Value of the Common
         Stock as of the Valuation Date immediately preceding the date such
         distribution is to occur. Pending the complete distribution under
         Section 8.2 or liquidation under Section 7. 10 of the Stock Account of
         a Participant who has terminated his or her employment with the Company
         or any of its U.S. Subsidiaries, the Participant shall continue to be
         able to make elections pursuant to Sections 7.2, 7.3, and 7.4 and his
         or her Stock Account shall continue to be credited with additional
         units of Common Stock pursuant to Sections 7.5, 7.6, and 7.7.

         SECTION 7.9.      RESPONSIBILITY FOR INVESTMENT CHOICES. Each
         Participant is solely responsible for any decision to defer
         compensation into his or her Stock Account and to transfer amounts to
         and from his or her Stock Account and accepts all investment risks
         entailed by decision, including the risk of loss and a decrease in the
         value of the amounts he or she elects to transfer into his or her Stock
         Account.

         SECTION 7.10.     NO REINVESTMENT IN STOCK ACCOUNT AFTER TERMINATION OF
         EMPLOYMENT. Once a Participant has terminated employment with the
         Company and all of its U.S. Subsidiaries, a Participant may, until his
         Account is fully distributed and pursuant to the rules of this Plan,
         elect to liquidate units of the Stock Account and transfer such value
         to the Interest Account, but Participant may not transfer any funds
         from the Interest Account into the Stock Account. For purposes of
         valuing the units of Common Stock subject to such a transfer, the
         approach described in Section 7.8 shall be used.


SECTION 8.        PAYMENT OF DEFERRED COMPENSATION.

         SECTION 8.1.      BACKGROUND. No withdrawal may be made from a
         Participant's Accounts except as provided in this Section 8 and
         Sections 9, 10, and 19.

         SECTION 8.2.      MANNER OF PAYMENT. Payment of a Participant's
         Accounts shall be made in a single lump sum or annual installments, as
         elected by the Participant pursuant to this Section 8. The maximum
         number of annual installments is ten. The minimum annual installment
         payment permitted under such election (determined based on the value of
         the Participant's Accounts as of the last Valuation Date of the
         calendar year in which the Participant terminates employment, and
         disregarding any earnings under this Plan after such date) shall be one
         thousand dollars ($1,000); this minimum shall be applied by


                                      113
<PAGE>   9

         dividing by $1,000 the value of the Participant's Accounts as of the
         last Valuation Date of the calendar year in which the Participant
         terminates employment, and the result, rounded down to the next largest
         whole number, shall be the maximum number of annual installments
         permitted. All payments from the Plan shall be made in cash.

         SECTION 8.3.      TIMING OF PAYMENTS. Payments shall be made by the
         fifth business day in March and shall commence in any year elected by
         the Participant pursuant to this Section 8, up through the tenth year
         following the year in which the Participant retires, becomes disabled,
         or for any other reason, ceases to be an employee of the Company or any
         of its U.S. Subsidiaries, but in no event shall payment commence later
         than the year the Participant reaches age 71.

         SECTION 8.4.      VALUATION. The amount of each payment shall be equal
         to the value, as of the preceding Valuation Date, of the Participant's
         Accounts, divided by the number of remaining to be paid. If payment of
         a Participant's Accounts is to be paid in installments and the
         Participant has a balance in his or her Stock Account at the time of
         the payment of an installment, the amount that shall be distributed
         from his or her Stock Account shall be the amount obtained by
         multiplying the total amount of the installment determined in
         accordance with the immediately preceding sentence by the percentage
         obtained by dividing the balance in the Stock Account as of the
         immediately preceding Valuation Date by the total value of the
         Participant's Accounts as of such date. Similarly, in such case, the
         amount that shall be distributed from the Participant's Interest
         Account shall be the amount obtained by multiplying the total amount of
         the installment determined in accordance with the first sentence of
         this Section 8.4 by the percentage obtained by dividing the balance in
         the Interest Account as of the immediately preceding Valuation Date by
         the total value of the Participant's Accounts as of such date.

         SECTION 8.5.      PARTICIPANT PAYMENT ELECTIONS. Except as provided in
         Section 8.6, an election by a Participant concerning the method of
         payment under Section 8.2 or the commencement of payments under Section
         8.3 must be made at least one (1) year before the Participant's
         termination of employment, and must be made on forms provided by the
         Company. If a Participant does not have a valid election in force at
         the time of termination of employment, then (i) if the value of his
         Accounts as of the last Valuation Date of the calendar year in which he
         terminates employment is less than ten thousand dollars ($10,000), then
         his Accounts shall be paid in a single lump sum; (ii) if the value of
         his Accounts as of the last Valuation Date of the calendar year in
         which he terminates employment is ten thousand dollars ($10,000) or
         more, then his Accounts shall be paid in ten (10) annual installments;
         and (iii) regardless of whether payment is made in a single lump sum or
         installments, payment shall commence by the fifth business day in March
         following the calendar year in which the Participant terminates
         employment.

         SECTION 8.6.      SPECIAL PAYMENT ELECTION RULES. Notwithstanding
         Sections 8.2, 8.3, and 8.5, if a Participant terminates employment less
         than one (1) year before the date he first becomes eligible to
         participate in this Plan, then an election made by the Participant
         under this Section 8 no later than thirty (30) days after the date he
         first becomes eligible to participate in this Plan shall be valid. Also
         notwithstanding Sections 8.2, 8.3, and 8.5, Participants who (i) retire
         or otherwise terminate employment no later than January 1, 2000, or
         (ii) notify the Company in writing no later than December 31, 1999 of
         their intention to retire during calendar year 2000, shall, subject to
         the restrictions of Sections 8.2 and 8.3, have the manner and
         commencement of payment of their Account determined by the Vice
         President, Human Resources, with respect to Participants who are not
         executive officers of the Company, and by the Compensation Committee,
         with respect to Participants who are executive officers of the Company;
         and in such event (i) the Vice President, Human Resources and the
         Compensation Committee, as applicable,


                                      114
<PAGE>   10

         may expressly designate any such decision under Sections 8.2 or 8.3
         concerning time of payment of benefits and/or form of payment as being
         irrevocable, and if such designation is made, such decision may be
         changed only with the consent of the Participant, or, if the
         Participant is deceased, the Participant's beneficiary under this Plan
         (if any); and (ii) once payments have commenced to a Participant or
         beneficiary under this Plan, the form of payment shall be considered
         irrevocable within the meaning of the immediately preceding sentence,
         regardless of whether it is designated as such by the Vice President,
         Human Resources or the Compensation Committee. Finally, notwithstanding
         Sections 8.2, 8.3, and 8.5, if a Participant terminates employment
         under circumstances not contemplated at the time the Participant filed
         with the Company his or her election under Section 8.5 (hereafter
         "Changed Circumstances"), then the Vice President, Human Resources,
         with respect to Participants who are not executive officers of the
         Company, and the Compensation Committee, with respect to Participants
         who are executive officers of the Company, may allow such Participant
         to change his or her election made under Section 8.5. The determination
         of whether or not to change such election shall be made by the Vice
         President, Human Resources or the Compensation Committee, as
         applicable, in his or its sole discretion, taking into account such
         factors as deemed appropriate, and without regard to any prior
         determinations made by such parties. Until announced otherwise by the
         Vice President, Human Resources, "Changed Circumstances" shall mean
         (and shall only mean) a Company-initiated event or action.

SECTION 9.        PAYMENT OF DEFERRED COMPENSATION AFTER DEATH. If a Participant
dies prior to complete payment of his or her Accounts, the balance of such
Accounts, valued as of the Valuation Date immediately preceding the date payment
is made, shall be paid in a single, lump sum Payment to: (i) the beneficiary or
contingent beneficiary designated by the Participant on forms supplied by the
Compensation Committee; or, in the absence of a valid designation of a
beneficiary or contingent beneficiary, (ii) the Participant's estate within 30
days after appointment of a legal representative of the deceased Participant.

10.1     ACCELERATION OF PAYMENT FOR HARDSHIP Upon written approval from the
         Company's Vice President, Human Resources, with respect to Participants
         other than executive officers of the Company, and by the Compensation
         Committee, with respect to Participants who are executive officers of
         the Company, and subject to the restrictions in the next two sentences,
         a Participant, whether or not he or she is still employed by the
         Company or any of its U.S. Subsidiaries, may be permitted to receive
         all or part of his or her Accounts if the Company's Vice President,
         Human Resources, or the Compensation Committee, as applicable,
         determines that an emergency event beyond the Participant's control
         exists which would cause such Participant severe financial hardship if
         the payment of his or her Accounts were not approved. Any such
         distribution for hardship shall be limited to the amount needed to meet
         such emergency.

         SECTION 10.2.     PAYMENT TO INDIVIDUALS Any participant in the Eastman
         Executive Deferred Compensation Plan may at his or her discretion
         withdraw at any time all or part of that person's account balance under
         the Plan; provided, if this option is exercised the individual will
         forfeit to the Corporation 10% of his or her account balance, and will
         not be permitted to participate in this plan for a period of 36 months
         from date any payment to a participant is made under this section.

10.3     ACCELERATED PAYMENT If under Eastman Executive Deferred Compensation
         Plan one-half or more of the Participants or one-fifth or more of the
         Participants with one-half or more of the value of all


                                      115
<PAGE>   11


         benefits owed exercise their option for immediate distribution in any
         consecutive six-month period this will trigger immediate payment to all
         Participants of all benefits owed under the terms of the plan,
         immediate payout under this section will not involve reduction of the
         amounts paid to Participants as set forth in section 10.2. Any
         individual that has been penalized in this six-month period for
         electing immediate withdrawal will be paid that penalty, and continuing
         participation will be allowed, if payout to all Participants under this
         section occurs.

10.4     A Section 16 Insider may only receive a withdrawal from his or her
         Stock Account pursuant to this Section 10 if he or she has made no
         election within the previous six months to effect a fund-switching
         transfer into the Stock Account or the Eastman Stock Fund of the
         Eastman Investment Plan or the Savings and Investment Plan Appendix, or
         any other "opposite way" intra-plan transfer into a Company equity
         securities fund which constitutes a "Discretionary Transaction" as
         defined in Rule 16b-3 under the Exchange Act. If such a distribution
         occurs while the Participant is employed by the Company or any of its
         U.S. Subsidiaries, any election to defer compensation for the year in
         which the Participant receives a withdrawal shall be ineffective as to
         compensation earned for the pay period following the pay period during
         which the withdrawal is made and thereafter for the remainder of such
         year and shall be ineffective as to any other compensation elected to
         be deferred for such year.

SECTION 11.       NON-COMPETITION AND NON-DISCLOSURE PROVISION. Participant will
not, without the written consent of the Company, either during his or her
employment by Company or any of its U.S. Subsidiaries or thereafter, disclose to
anyone or make use of any confidential information which he or she has acquired
during his or her employment relating to any of the business of the Company or
any of its subsidiaries, except as such disclosure or use may be required in
connection with his or her work as an employee of Company or any of its U.S.
Subsidiaries. During Participant's employment by the Company or any of its U.S.
Subsidiaries, and for a period of two years after the termination of such
employment, he or she will not, without the written consent of the Company,
either as principal, agent, consultant, employee or otherwise, engage in any
work or other activity in competition with the Company in the field or fields in
which he or she has worked for the Company or any of its U.S. Subsidiaries. The
agreement in this Section 11 applies separately in the United States and in
other countries but only to the extent that its application shall be reasonably
necessary for the protection of the Company. If the Participant does not comply
with the terms of this Section 11, the Company's Vice President, Human
Resources, with respect to Participants other than executive officers of the
Company, or the Compensation Committee, with respect to executive officers of
the Company may, in his or its sole discretion, direct the Company to pay to the
Participant the balance credited to his or her Interest Account and/or Stock
Account.

SECTION 12.       PARTICIPANT'S RIGHTS UNSECURED. The benefits payable under
this Plan shall be paid by the Company each year out of its general assets. To
the extent a Participant acquires the right to receive a payment under this
Plan, such right shall be no greater than that of an unsecured general creditor
of the Company. No amount payable under this Plan may be assigned, transferred,
encumbered or subject to any legal process for the payment of any claim against
a Participant. No Participant shall have the right to exercise any of the rights
or privileges of a shareowner with respect to the units credited to his or her
Stock Account.

SECTION 13.       NO RIGHT TO CONTINUED EMPLOYMENT. Participation in the Plan
shall not give any employee any right to remain in the employ of the Company or
any of its U.S. Subsidiaries. The Company and each employer U.S. Subsidiary
reserve the right to terminate any Participant at any time.

SECTION  14.      STATEMENT OF ACCOUNT. Statements will be sent no less
frequently than annually to each Participant or his or her estate showing the
value of the Participant's Accounts.


                                      116
<PAGE>   12

SECTION  15.      DEDUCTIONS. The Company will withhold to the extent required
by law all applicable income and other taxes from amounts deferred or paid under
the Plan.

SECTION  16.      ADMINISTRATION.

         SECTION 16.1.     RESPONSIBILITY. Except as expressly provided
         otherwise herein, the Compensation Committee shall have total and
         exclusive responsibility to control, operate, manage and administer the
         Plan in accordance with its terms.

         SECTION 16.2.     AUTHORITY OF THE COMPENSATION COMMITTEE. The
         Compensation Committee shall have all the authority that may be
         necessary or helpful to enable it to discharge its responsibilities
         with respect to the Plan. Without limiting the generality of the
         preceding sentence, the Compensation Committee shall have the exclusive
         right to interpret the Plan, to determine eligibility for participation
         in the Plan, to decide all questions concerning eligibility for and the
         amount of benefits payable under the Plan, to construe any ambiguous
         provision of the Plan, to correct any default, to supply any omission,
         to reconcile any inconsistency, and to decide any and all questions
         arising in the administration, interpretation, and application of the
         Plan.

         SECTION 16.3.     DISCRETIONARY AUTHORITY. The Compensation Committee
         shall have full discretionary authority in all matters related to the
         discharge of its responsibilities and the exercise of its authority
         under the Plan including, without limitation, its construction of the
         terms of the Plan and its determination of eligibility for
         participation and benefits under the Plan. It is the intent that the
         decisions of the Compensation Committee and its action with respect to
         the Plan shall be final and binding upon all persons having or claiming
         to have any right or interest in or under the Plan and that no such
         decision or action shall be modified upon judicial review unless such
         decision or action is proven to be arbitrary or capricious.

         SECTION 16.4.     AUTHORITY OF VICE PRESIDENT HUMAN RESOURCES. Where
         expressly provided for under Sections 8, 10 and 11, the authority of
         the Compensation Committee is delegated to the Company's Vice
         President, Human Resources, and to that extent the provisions of
         Section 16.1 through 16.3 above shall be deemed to apply to such Vice
         President.

         SECTION 16.5.     DELEGATION OF AUTHORITY. The Compensation Committee
         may provide additional delegation of some or all of its authority under
         the Plan to any person or persons provided that any such delegation be
         in writing.

SECTION 17.       AMENDMENT. The Board may suspend or terminate the Plan at any
time. In addition, the Board may, from time to time, amend the Plan in any
manner without shareowner approval; provided however, that the Board may
condition any amendment on the approval of shareowners if such approval is
necessary or advisable with respect to tax, securities, or other applicable
laws. However, no amendment, modification, or termination shall, without the
consent of a Participant, adversely affect such Participant's accruals in his or
her Accounts as of the date of such amendment, modification, or termination.

SECTION 18.       GOVERNING LAW. The Plan shall be construed, governed and
enforced in accordance with the law of Tennessee, except as such laws are
preempted by applicable federal law.


                                      117
<PAGE>   13

SECTION 19.       CHANGE IN CONTROL.

         SECTION 19.1.     BACKGROUND. The terms of this Section 19 shall
         immediately become operative, without further action or consent by any
         person or entity, upon a Change in Control, and once operative shall
         supersede and control over any other provisions of this Plan.

         SECTION 19.2.     [Reserved]

         SECTION 19.3.     AMENDMENT ON OR AFTER CHANGE IN CONTROL. On or after
         a Change in Control, no action, including, but not by way of
         limitation, the amendment, suspension or termination of the Plan, shall
         be taken which would affect the rights of any Participant or the
         operation of this Plan with respect to the balance in the Participant's
         Accounts without the written consent of the Participant, or, if the
         Participant is deceased, the Participant's beneficiary under this Plan
         (if any).

         19.4     ATTORNEY FEES The Corporation shall pay all reasonable legal
                  fees and related expenses incurred by a participant in seeking
                  to obtain or enforce any payment, benefit or right such
                  participant may be entitled to under the plan after a Change
                  in Control; provided, however, the participant shall be
                  required to repay any such amounts to the Corporation to the
                  extent a court of competent jurisdiction issues a final and
                  non-appealable order setting forth the determination that the
                  position taken by the participant was frivolous or advanced in
                  bad faith.

SECTION 20.       COMPLIANCE WITH SEC REGULATIONS. It is the Company's intent
that the Plan comply in all respects with Rule 16b-3 of the Exchange Act, and
any regulations promulgated thereunder. If any provision of the Plan is found
not to be in compliance with such rule, the provision shall be deemed null and
void. All transactions under the plan, including, but not by way of limitation,
a Participant's election to defer compensation or transfer Account balances
under Section 7 and hardship withdrawals under Section 10, shall be executed in
accordance with the requirements of Section 16 of the Exchange Act, as amended
and any regulations promulgated thereunder. To the extent that any of the
provisions contained herein do not conform with Rule 16b-3 of the Exchange Act
or any amendments thereto or any successor regulation, then the Committee may
make such modifications so as to conform the Plan to the Rule's requirements.

SECTION 21.       SUCCESSORS AND ASSIGNS. This Plan shall be binding upon the
successors and assigns of the parties hereto.


                                      118
<PAGE>   14

                                   SCHEDULE A


<TABLE>
<CAPTION>
         NAME OF SUBSIDIARY                  EFFECTIVE DATE
         <S>                                 <C>
         Holston Defense Corporation         January 1, 1994

         McWhorter Technologies              Effective as of the date of
                                             acquisition by the Company, with
                                             respect to signing and retention
                                             bonuses, and effective as of
                                             January 1, 2001, with respect to
                                             other deferrable amounts
</TABLE>


                                      119