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                                                                   EXHIBIT 10.13
















                      EASTMAN EXCESS RETIREMENT INCOME PLAN











                            EASTMAN CHEMICAL COMPANY
                            EFFECTIVE JANUARY 1, 1994


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                      EASTMAN EXCESS RETIREMENT INCOME PLAN


                                   ARTICLE ONE

                                 Purpose of Plan

1.1      This Plan implements the intent of providing retirement benefits by
means of both a funded and an unfunded plan. This Plan is an excess benefit plan
as defined in Section 3(36) of the Employee Retirement Income Security Act of
1974 and is designed to provide retirement benefits payable out of the general
assets of the Company where benefits cannot be paid under the Funded Plan
because of Code Section 415 and the provisions of the Funded Plan which
implement such Section. In addition, this Plan will assume the liabilities
accrued under the Kodak Excess Retirement Income Plan as of January 1, 1994, in
respect of each Employee who is actively employed by Eastman Chemical Company as
of such date.

                                   ARTICLE TWO

                                   Definitions

2.1      "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

2.2      "Company" shall mean Eastman Chemical Company, and any subsidiary
         and/or affiliated corporation which is a participating employer under
         the Funded Plan, except where a specific reference is made to a
         particular corporation.

2.3      "Compensation Committee" shall mean the Compensation and Management
         Development Committee of the Board of Directors of the Company.

2.4      "Effective Date" shall mean January 1, 1994.

2.5      "Employee" shall mean a participant in the Funded Plan.

2.6      "Funded Plan" shall mean the Eastman Retirement Assistance Plan.

2.7      "Plan" shall mean this Eastman Excess Retirement Income Plan.

                                  ARTICLE THREE

                                   Eligibility

3.1      All Employees eligible to receive a benefit from the Funded Plan shall
         be eligible to receive a benefit under this Plan if their benefits
         cannot be fully provided by the Funded Plan due to the benefit
         limitations imposed by Code Section 415.


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                                  ARTICLE FOUR

                                    Benefits

4.1      Benefits due under this Plan shall be paid at such time or times
         following the Employee's retirement or death as the Company's Vice
         President, Human Resources determines with respect to Employees other
         than executive officers of the Company, and as the Compensation
         Committee determines with respect to Employees who are executive
         officers of the Company. In each case the method of payment shall be
         chosen in the sole discretion of the Company's Vice President, Human
         Resources, or Compensation Committee, as applicable, from among the
         payment options available under the Funded Plan. If the Employee is
         deceased, the person who shall receive payment under this Plan (if
         any), shall be the same person who would be entitled to receive
         survivor benefits with respect to the Employee under the Funded Plan.

4.2      The benefit payable under this Plan shall be the amount of the
         retirement income benefit to which an Employee would otherwise be
         entitled under the Funded Plan if the provisions of Code Section 415 as
         expressed in the Funded Plan were disregarded, less the amount of the
         retirement income benefit to which the Employee is entitled under the
         Funded Plan.

         The "retirement income benefit to which the Employee is entitled under
         the Funded Plan" generally means the benefits actually payable to an
         Employee under the Funded Plan; provided, however, that where the
         benefits actually payable to an Employee under the Funded Plan are
         reduced on account of a payment of all or a portion of an Employee's
         benefits to a third party on behalf of or with respect to an Employee
         (pursuant, for example, to a qualified domestic relations order), the
         "retirement income benefit to which the Employee is entitled under the
         Funded Plan" shall be deemed to mean the benefit that would have been
         actually payable but for such payment to a third party.

4.3      If an Employee's benefit from the Funded Plan is subject to an
         actuarial reduction because of the time when payment commences, his
         benefit from this Plan shall also be actuarially reduced.

4.4      The benefits payable under this Plan shall be paid by the Company each
         year out of its general assets. To the extent an Employee 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 an
         Employee.

4.5.     Not later than one (1) year before the Participant's termination of
         employment, a Participant may elect on forms provided by the Company to
         have the actuarial present value of his benefit under this Plan
         transferred to the Eastman Executive Deferred Compensation Plan. If the
         Participant makes such a timely election, then upon his termination of
         employment, neither the Participant or his beneficiaries shall have any
         further right to benefits of any kind under this Plan, and the payment
         of such benefits shall be governed solely by the Eastman Executive
         Deferred Compensation Plan. For purposes of this Section, the
         "actuarial present value" of the Participant's benefit under this Plan
         shall be calculated using the actuarial assumptions and methodologies
         that would be used if the benefits under this Plan were paid at the
         Participant's termination of


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         employment as a single lump sum payment under the Funded Plan. Also,
         notwithstanding the first sentence of this Section, any election
         properly made under this Section 4.5 no later than December 31, 2000,
         shall be considered valid and binding.

                                  ARTICLE FIVE

                                 Administration

5.1      RESPONSIBILITY. Except as expressly provided otherwise herein, the Vice
         President, Human Resources shall have total and exclusive
         responsibility to control, operate, manage and administer the plan in
         accordance with its terms.

5.2      AUTHORITY OF VICE PRESIDENT. The Vice President, Human Resources shall
         have all the authority that may be necessary or helpful to enable him
         to discharge his responsibilities with respect to the Plan. Without
         limiting the generality of the preceding sentence, such Vice President
         shall have the exclusive right: to interpret the Plan, to determine
         eligibility for participation in the Plan, to decide all question
         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. However, see Section 5.5.

5.3      DISCRETIONARY AUTHORITY. The Vice President, Human Resources shall have
         full discretionary authority in all matters related to the discharge of
         his responsibilities and the exercise of his authority under the Plan
         including, without limitation, his construction of the terms of the
         Plan and his determination of eligibility for participation and
         benefits under the Plan. It is the intent of Plan that the decisions of
         such Vice President and his 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. Notwithstanding anything to
         the contrary in this Article Five, the Vice President, Human Resources
         shall not have the authority to make any decision or resolve any issue
         that directly affects his own participation or benefits under this
         Plan, and instead such decision or resolution shall be reserved to the
         Compensation Committee.

5.4      DELEGATION OF AUTHORITY. The Vice President, Human Resources may
         delegate some or all of his authority under the Plan to any person or
         persons provided that any such delegation be in writing.

5.5      AUTHORITY OF COMPENSATION COMMITTEE. Under Section 4.1 of this Plan,
         decisions concerning payment of benefits to executive officers shall be
         made by the Compensation Committee of the Board of Directors, and to
         that extent the provisions of 5.1 through 5.4 above shall be deemed to
         apply to such Committee.


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5.6      IRREVOCABLE ELECTIONS. Notwithstanding anything to the contrary in this
         Plan, the Vice President, Human Resources and the Compensation
         Committee, as applicable, may expressly designate any decision under
         Section 4.1 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 Employee, or, if
         the Employee is deceased, the Employee's beneficiary under this Plan
         (if any). Once payments have commenced to an Employee 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.

                                   ARTICLE SIX

                            Amendment and Termination

6.1      While the Company intends to maintain this Plan in conjunction with the
         Funded Plan under present business conditions, the Company, acting
         through the Compensation Committee, reserves the right to amend and/or
         terminate it at any time for whatever reasons it may deem advisable.

6.2      Notwithstanding the preceding Section, however, the Company hereby
         makes a contractual commitment to pay the benefits accrued under this
         Plan as of the date of such amendment or termination to the extent it
         is financially capable of meeting such obligation.

                                  ARTICLE SEVEN

                                  Miscellaneous

7.1      Nothing contained in this Plan shall be construed as a contract of
         employment between the Company and an Employee, or as a right of an
         Employee to be continued in the employment of the Company, or as a
         limitation of the right of the Company to discharge any of its
         Employees, with or without cause.

7.2      This Plan shall be governed by the laws of the State of Tennessee,
         except to the extent preempted by federal law.

7.3      This Plan shall be binding upon the successors and assigns of the
         parties hereto.

7.4      The Company will withhold to the extent required by law all applicable
         income and other taxes from amounts accrued or paid under the Plan.


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