exhibit101.htm


    
       

      
        
        

      

      
         


        
          


          
            Robert L.
Berman

            Chief
Human Resources Officer and Senior Vice President

          

          


        

      

    


    Exhibit
(10.1)

    December
9, 2008

    


    


    Mr.
Philip J. Faraci

    (address
intentionally omitted)

    


    


    Re:           Second
Amendment to November 3, 2004 Letter Agreement

    


    Dear
Phil:

    


    By way of
letter agreements dated November 3, 2004 (the “Agreement”) and February 28, 2007
(the “First Amendment”), Eastman Kodak Company (“Kodak”) and you agreed to
certain terms regarding your employment.  The purpose of this letter
(the “Second Amendment”), which will become an agreement once both you and Kodak
sign it, is to amend the Agreement and the First Amendment as set forth herein
in order to ensure that your benefits thereunder comply with Section 409A of the
Internal Revenue Code.  This Second Amendment supersedes the Agreement
and the First Amendment to the extent inconsistent therewith.

    


    1.           Severance
Benefits

    


    On page
12 of the Agreement, the last sentence of the first paragraph of Section A
headed “In General” of the Section headed “Severance Benefits” is hereby amended
in its entirety to read as follows:

    


    The
severance allowance will be paid in equal consecutive bi-weekly payments over
the twelve (12) month period commencing the first month following the month
containing the six-month anniversary of your termination of
employment.

    


    2.           Miscellaneous

    


    On page 2
of the First Amendment, the first paragraph of the amendment made to the Section
headed “Miscellaneous” is hereby amended in its entirety to read as
follows:

    


    The
arrangements described in this letter agreement are intended to comply with
Section 409A of the Internal Revenue Code to the extent such arrangements are
subject to that law, and this letter agreement shall be interpreted and
administered accordingly.  The parties agree that they will negotiate
in good faith regarding amendments necessary to bring the arrangements into
compliance with the terms of that Section or an exemption therefrom as
interpreted by guidance issued by the Internal Revenue Service; provided,
however, that Kodak may unilaterally amend this agreement for purposes of
compliance if, in its sole


    
      
        
          Eastman
Kodak Company • 343 State Street • Rochester,
NY  14650-0233

          Phone:  585-724-7674    •
Fax:  585-724-1655    • Email:
robert.berman@kodak.com

          


        

         


      

      
         


        
          

        

      

      
         


        
          Mr.
Philip J. Faraci

          December
9, 2008

          


          


        

      

    


    discretion,
Kodak determines that such amendment would not have a material adverse effect
with respect to your rights under the agreement.  The parties further
agree that to the extent an arrangement described in this letter fails to
qualify for exemption from or satisfy the requirements of Section 409A, the
affected arrangement may be operated in compliance with Section 409A pending
amendment to the extent authorized by the Internal Revenue
Service.  In such circumstances Kodak will administer the letter in a
manner which adheres as closely as possible to the existing terms and intent of
the letter while complying with Section 409A.  This paragraph does not
restrict Kodak’s rights (including, without limitation, the right to amend or
terminate) with respect to arrangements described in this letter to the extent
such rights are reserved under the terms of such arrangements.

    


    3.           Remaining
Terms of Agreement

    


    All of
the remaining terms of the Agreement and the First Amendment, to the extent that
they are not inconsistent with this Second Amendment, will remain in full force
and effect, without amendment or modification.

    


    Your
signature below means that:

    


    
      	
               
      

            	
              1.

            	
              You
      have had ample opportunity to discuss the terms and conditions of this
      letter agreement with an attorney and/or financial advisor of your choice
      and as a result fully understand its terms and conditions;
    and

            


    

    


    
      	
               
      

            	
              2.

            	
              You
      accept the terms and conditions set forth in this letter agreement;
      and

            


    

    


    
      	
               
      

            	
              3.

            	
              This
      letter agreement supersedes and replaces any and all agreements or
      understandings, whether written or oral, that you may have had with the
      Company concerning the matters discussed
herein.

            


    

    


    


    


    


    


    


    


    


    


    



    
      
        
           

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          Mr.
Philip J. Faraci

          December
9, 2008

          


          


        

      

    


    If you
find the foregoing acceptable, please sign your name on the signature line
provided below.  Once the letter agreement is executed, please return
it directly to my attention.

    


    Very truly yours,

    


    


    


    


    


    


    RLB:dlm

    


    


    I accept
the terms and conditions of this letter agreement.

    


    


    Signed:                      /s/
Philip J.
Faraci                                

    Philip J. Faraci

    


    


    Dated:                                                      

    


    


    


    
 


    
      
        
           

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