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                                                                   EXHIBIT 10.02

                            EASTMAN CHEMICAL COMPANY

                          EASTMAN UNIT PERFORMANCE PLAN
                (AMENDED AND RESTATED EFFECTIVE DECEMBER 6, 2000)
                       (AMENDED EFFECTIVE JANUARY 5, 2001)

ARTICLE 1. PURPOSE

The Eastman Unit Performance Plan ("UPP", or the "Plan") is a variable
compensation plan for Eastman Chemical Company (the "Company") management level
individuals which is designed to deliver a portion of annual cash compensation
according to business unit performance and the attainment of individual
objectives and expectations. The UPP is intended to provide an incentive for
superior business and individual performance, and to tie the interests of
management-level individuals to the performance of the Company's businesses and,
thereby, the interests of the Company and its shareowners.

ARTICLE 2. RELATIONSHIP TO OTHER VARIABLE COMPENSATION PLANS

Total cash compensation for all Company employees, including Plan participants,
is intended to be competitive with pay in the applicable labor market and in the
chemical industry for similar jobs when target levels of performance are
achieved. Accordingly, a portion of each employee's target pay level is placed
at risk. Base pay is reduced to below competitive levels, and the difference
between the resulting pay level and the competitive level is made variable and
is at risk. Depending upon performance, employees may lose the at risk amount,
receive some or all of the amount at risk, or receive an amount in excess of the
pay at risk.

The annual cash compensation of each participant in the Plan consists of a base
salary and, depending on eligibility and participation level, awards under
variable compensation plans --- the Eastman Performance Plan ("EPP"), the Annual
Performance Plan ("APP"), if applicable, and the UPP.

The portion of pay at risk under the Plan is determined for each performance
year for which performance is measured (a "Performance Year") by the
Compensation and Management Development Committee (the "Committee") of the Board
of Directors, based (in all cases except for Chief Executive Officer ("CEO")) on
the recommendation of the CEO.

Amounts at risk under the UPP are in addition to the pay at risk under the EPP
and APP. UPP awards, if any, are paid in a lump sum in March of the year
following the Performance Year.

ARTICLE 3. SUMMARY OF PLAN DESIGN

The UPP is designed so that a pool of dollars ("Bonus Pool") is generated for
each major functional organization (a "Unit") within the Company. For purposes
of this plan, the CEO shall be a participant of the Office of the CEO Unit Bonus
Pool, and the Committee shall be the "Head" and "Management" of the Office of


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the CEO Unit. The amount generated for a Unit Bonus Pool will equal (1) the
aggregate of the UPP pay at risk for each eligible participant in the Unit,
multiplied by (2) a percentage (the "Unit Performance Factor") determined by
performance compared to pre-set Unit performance goals. Generally, the Unit
Performance Factor can range from 0%, if Unit performance goals are not met, to
250% for specified above-goal performance. For those Units for which
quantitative performance goals can be established ("Business Group Units"), the
performance goals and correlative Unit Performance Factors will be established
as soon as practicable, either prior to the beginning of each Performance Year
or as soon as reasonably determinable at the beginning of the Performance Year.
The performance goals and correlative Unit Performance Factors are established
by the Committee, based (in all cases except for the CEO) upon the
recommendation of the CEO, following consultation between the CEO and the head
of each such Unit. For those Units for which quantitative performance measures
are not feasible (for example, Units consisting of staff and support services
whose role is to support Business Group Units), the Unit Performance Factor will
be an average of the actual Unit Performance Factors for the Business Group
Units.

At the end of each Performance Year, the Committee will certify Unit performance
in relation to the pre-established performance goals, thereby determining the
Unit Performance Factor and Bonus Pool for each Unit. Within each Unit,
management will exercise discretion in allocating the Bonus Pool for individual
payouts. The payouts will be based on the attainment of individual objectives
and expectations established at the beginning of such Performance Year by Unit
management for each individual participant. Maximum potential for an individual
award could exceed two and one half times that person's UPP pay at risk, based
on Unit management's assessment of individual performance. However, the sum of
all individual awards cannot exceed the Bonus Pool for the Unit.

ARTICLE 4. ELIGIBILITY AND PARTICIPATION

4.01     GENERAL ELIGIBILITY

The UPP is designed for management-level individuals who have an impact on the
financial performance of the Company. Prior to or at the time Unit performance
goals are established for a Performance Year, the Committee, upon the
recommendation of the CEO, will confirm in writing the eligibility criteria for
participation in the UPP for such Performance Year and the portion of each
participant's pay at risk under the Plan.

4.02     NEW PARTICIPANTS AND JOB CHANGES DURING THE PERFORMANCE YEAR

Individuals who are appointed to positions eligible for UPP participation during
the Performance Year become eligible for participation on the first day of the
month of the appointment. Individuals who become participants during the
Performance Year will be eligible to receive a UPP award based on the discretion
of Unit management. Each participant's UPP pay at risk will be allocated to the
Unit Bonus Pool based upon the following process:

         I.       The Performance Year will be divided into four, three-month
                  (quarterly) intervals (January 1 to March 31; April 1 to June
                  30; July 1 to September 30; and October 1 to December 31)

         II.      Anyone promoted into UPP or transferred into a Unit, or
                  changes UPP participation level at any time during one of
                  these three-month intervals will have a portion of his/her
                  total pay at risk allocated to that specific Unit Pool as
                  follows:


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         A.       First Quarter

                  1.       If a PROMOTION into UPP occurs at any time within the
                           first quarter of the Performance Year, then 100% of
                           the participant's UPP pay at risk will be allocated
                           to the unit where he/she is promoted (assuming no
                           other status changes occur within the Performance
                           Year).

                  2.       If a TRANSFER or CHANGE IN PARTICIPATION LEVEL occurs
                           at any time within the first quarter of the
                           Performance Year, then 25% of the participant's UPP
                           pay at risk will be allocated to the unit where
                           he/she was assigned at the time of the transfer; and
                           the remaining 75% of the participant's UPP pay at
                           risk will be allocated to the participant's unit in
                           which he/she is transferred (assuming no other status
                           changes occur within the Performance Year).

         B.       Second Quarter

                  A.       If a PROMOTION into UPP occurs at any time within the
                           second quarter of the Performance Year, then 75% of
                           the participant's UPP pay at risk will be allocated
                           to the unit where he/she is promoted (assuming no
                           other status changes occur within the Performance
                           Year).

                  B.       If a TRANSFER or CHANGE IN PARTICIPATION LEVEL occurs
                           at any time within the second quarter of the
                           Performance Year, then 50% of the participant's UPP
                           pay at risk will be allocated to the unit where
                           he/she was assigned at the time of the transfer; and
                           the remaining 50% of the participant's UPP pay at
                           risk will be allocated to the participant's unit in
                           which he/she is transferred (assuming no other status
                           changes occur during the Performance Year).

         C.       Third Quarter

                  1.       If a PROMOTION into UPP occurs within the third
                           quarter of the Performance Year, then 50% of the
                           participant's UPP pay at risk will be allocated to
                           the unit where he/she is promoted (assuming no other
                           status changes occur within the Performance Year).

                  2.       If a TRANSFER or CHANGE IN PARTICIPATION LEVEL occurs
                           within the third quarter of the Performance Year,
                           then 75% of the participant's UPP pay at risk will be
                           allocated to the unit where he/she was assigned at
                           the time of the transfer; and the remaining 25% of
                           the participant's UPP pay at risk will be allocated
                           to the participant's unit in which he/she is
                           transferred (assuming no other status changes occur
                           during the Performance Year).

         D.       Second Quarter

                  1.       If a PROMOTION into UPP occurs within the fourth
                           quarter of the Performance Year, then 25% of the
                           participant's UPP pay at risk will be allocated to
                           the unit where he/she is promoted (assuming no other
                           status changes occur within the Performance Year).

                  2.       If a TRANSFER or CHANGE IN PARTICIPATION LEVEL occurs
                           within the fourth quarter of the Performance Year,
                           then 100% of the UPP participant's pay at risk will
                           be allocated to the unit where he/she was assigned at
                           the time of the transfer (assuming no other status
                           changes occur during the Performance Year).


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4.03     TERMINATIONS

In the event an eligible participant (1) retires, (2) dies, (3) becomes disabled
under the Eastman Long-Term Disability Plan, or (4) terminates employment as a
result of, pursuant to, or in connection with layoff, special separation,
divestiture, or similar circumstances, such person's UPP pay at risk will be
allocated to his or her Unit's Bonus Pool for such Performance Year in
accordance with the process outlined in Section 4.02, Part II A2, or Part II B2,
or Part II C2, or Part II D2. He/she will be eligible to receive a UPP award for
such Performance Year at the sole discretion of the Unit management.

Participants who terminate employment with the Company for reasons other than
those specified under this Section 4.03 will be credited to a Bonus Pool and
eligible to receive an award under the UPP only if they were actively employed
on the last scheduled workday of the Performance Year.

ARTICLE 5. PERFORMANCE YEAR AND PERFORMANCE GOALS

5.01     PERFORMANCE YEAR

The Plan's Performance Year shall be the calendar year beginning on January 1
and ending on December 31.

5.02     PERFORMANCE GOALS

Each year, the CEO will recommend to the Committee, based upon consultation with
the head of each Business Group Unit, performance goals for each Business Group
Unit for a given Performance Year. Either by the first day of the Performance
Year, or such later date as is practicable, the Committee shall establish in
writing, with respect to the Performance Year, a target objective(s) with
respect to such performance goals and formulae or methods for computing the
applicable Unit Performance Factor based on the extent to which such performance
goals are attained. Unit Performance Factors can range from 0%, if Unit
performance goals are not met, to 250% for specified above-goal performance.
Performance goals for Business Group Units may be based upon any quantitative
and objectively determinable business or financial criteria, alone or in
combination, as the CEO and the applicable Unit head shall deem appropriate.
Performance goals need not be established for all Units, since the Unit
Performance Factor for each Unit other than those with established performance
goals will be an average of the actual Unit Performance Factors for the Business
Group Units.

Once established, performance goals for a particular Performance Year cannot be
changed during the Performance Year.

ARTICLE 6. AWARD DETERMINATION

6.01     CERTIFICATION OF PERFORMANCE

As soon as practicable following the availability of performance results for the
completed Performance Year, the Committee shall certify each Business Group
Unit's performance in relation to the pre-established goals, thereby determining
the Unit Performance Factor and Bonus Pool for each Unit. To the extent the
performance goals are expressed in standard accounting terms, they shall be
measured according to generally accepted accounting principles as in existence
on the date on which the performance goals are established and without regard to
any changes in such principles after such date.


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In determining whether the performance goals have been met, to the extent that
such goals are expressed in terms of financial performance, the Committee may
adjust the financial results for a Performance Year to exclude the effect of
unusual charges or income items or other events which are distortive of
financial results for the Performance Year. Notwithstanding actual Business
Group Unit performance, the Committee may, in its sole discretion, adjust the
amounts of the Unit Bonus Pools to reflect overall Company performance and
business and financial conditions.

6.02     CALCULATION OF BONUS POOL AND INDIVIDUAL AWARDS; REPORT TO COMMITTEE

Based upon each Business Group Unit's performance against the performance goals,
the Unit Performance Factors for each Unit are determined as provided in
Sections 5.02 and 6.01. The amount generated for each Unit Bonus Pool will equal
(1) the aggregate of the UPP pay at risk for each eligible participant in the
Unit, multiplied by (2) the Unit Performance Factor for such Unit. The
management of each Unit shall have the sole discretion to allocate the Unit
Bonus Pool among eligible participants, based on objective or subjective
assessments of the participants' achievement of pre-established goals and
expectations for the Performance Year. To the extent that the sum of individual
awards as allocated by the Unit management within a particular Unit exceeds the
Bonus Pool amount for that Unit, the Unit management shall make adjustments to
individual awards to account for the difference. Individual adjustments shall be
at the discretion of the Unit management, but aggregate payouts cannot exceed
the total Bonus Pool allocation for the Unit and may be less than the Bonus Pool
allocation for the Unit. Final allocations of the Unit Bonus Pools shall be
reported to the CEO, who shall report the UPP results to the Committee. The
Committee shall approve the UPP award amounts for all executive officers of the
Company, and shall determine the UPP Award amount for the CEO.

ARTICLE 7. PAYMENT OF AWARDS

UPP awards shall be paid by the Company in March for performance in the previous
Performance Year, based upon the Unit management's allocation of awards from the
Unit Bonus Pools. The Committee has the authority, in its discretion, to defer
payment of a participant's award into the Executive Deferred Compensation Plan
until the participant retires or otherwise terminates employment, if the
Committee determines that payment of the award could result in the participant
receiving compensation in excess of the maximum amount deductible by the Company
for Federal income tax purposes.

ARTICLE 8. SALARY ADJUSTMENTS AND BENEFITS

8.01     SALARY ADJUSTMENT UPON ENTRY INTO THE UPP

The UPP is a variable compensation, or pay at risk, program whereby participants
have their base salary administered on reduced rate ranges. New participants to
the Plan are immediately administered on the reduced rate range for their
assigned salary grade. This may reduce or eliminate promotional increases,
depending upon the person's pay position in the rate range of the new salary
grade. Subsequent salary treatment will depend upon pay/performance
relationships in the reduced rate range for their assigned grade.

8.02     SALARY CONVERSION UPON WITHDRAWAL FROM THE UPP

In unusual circumstances when it is necessary for an individual to be removed
from the Plan, the individual will be placed on a non-UPP rate schedule and the
base salary recalculated. The recalculated base salary will be determined by
calculating the ratio of the individual's base salary prior to removal from the
Plan to the midpoint of the UPP rate schedule, and applying the same ratio to
the midpoint of the non-UPP rate schedule, to determine the new base salary.


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Should the removal from the Plan involve a reduction in salary grade, a new rate
in the new salary grade will be selected based upon the individual's applicable
training and experience.

8.03     RELATIONSHIP TO BENEFITS AND OTHER COMPENSATION

The UPP award payout is considered in calculating the basis for other
compensation and benefits. For participants who are U. S.-based employees, base
salary, the actual UPP payout (if applicable), the actual APP payout (if
applicable), and the actual EPP payout (if applicable), are included in
calculating retirement benefits. For Participants who are non-U.S.-based
employees, generally retirement benefits are calculated using only base salary
plus "pay at risk" under the UPP, APP, and EPP; however, some countries have
different rules concerning the pay that must be counted in calculating
retirement benefits, and non-U.S. based employees should contact their human
resources representatives if they have questions. Base salary, the target UPP
award payout, the target APP award payout and the target EPP payout are included
in the basis for calculating the actual UPP payout (if applicable), the actual
APP payout (if applicable), the actual EPP payout (if applicable), life
insurance, long-term disability, termination allowance, miscellaneous expense
allowance, and foreign service premium. The base salary rate is the basis for
calculating short-term disability, vacation pay, holiday pay, personal absence
and field allowance.

ARTICLE 9.        OTHER TERMS AND CONDITIONS

9.01     CLAIMS

No person shall have any legal claim to be granted an award under the Plan.
Except as may be otherwise required by law, payouts under the Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary. Plan payouts shall be payable from the general assets
of the Company and no participant shall have any claim with respect to any
specific assets of the Company.

9.02     NO EMPLOYMENT RIGHTS

Neither the UPP nor any action taken under the UPP shall be construed as giving
any employee the right to be retained in the employ of the Company or to
maintain any participant's compensation at any level.

9.03     WITHHOLDING

For Participants who are U.S.-based employees, the Company shall have the power
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy Federal, state, and local taxes
(including the participant's OASDI and MEDI obligation) required by law to be
withheld. For Participants who are non-U.S. based employees, the Company shall
have the power and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy all applicable foreign and
local taxes required by law to be withheld.

ARTICLE 10. ADMINISTRATION

10.01    POWER AND AUTHORITY OF THE COMMITTEE

The Committee shall have full power and authority to administer and interpret
the provisions of the Plan and to adopt such rules, regulations, agreements,
guidelines, and instruments for the administration of the Plan and for conduct
of its business as the Committee deems appropriate or advisable. The Committee


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sets and interprets policy, confirms the individual participants in the UPP and
the amounts of "pay-at-risk" under the UPP, establishes annual Unit performance
goals, certifies the extent to which Unit performance goals were satisfied under
the Plan, and approves the UPP award amounts to participants who are executive
officers of the Company.

10.02    COMMITTEE'S DELEGATION OF AUTHORITY

The Committee shall have full power to delegate to any officer or employee of
the Company the authority to administer and interpret the procedural aspects of
the Plan, subject to the Plan's terms, including adopting and enforcing rules to
decide procedural and administrative issues.

10.03    AMENDING OR TERMINATING THE PLAN

By action of the Committee, the Plan may be amended, modified, suspended, or
terminated, in whole or in part, at any time for any reason.

ARTICLE 11. PLAN AUDIT

The Vice President, Human Resources, has responsibility for monitoring and
reporting on the administration and effectiveness of the Plan. The Vice
President's role is to provide independent, objective appraisal and guidance to
both the Committee and the CEO in the administration of the UPP. Each year, the
Vice President will provide a formal review to the Committee and the CEO on the
overall effectiveness of the UPP.


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