exhibit102.htm


    

      
        
           


        

        
           


          
          

        

        
           


          
            DDCP


            January
1, 2009 

             

             

          

        

      


      Exhibit
(10.2)

      


      EASTMAN
KODAK COMPANY

      


      DEFERRED
COMPENSATION PLAN FOR DIRECTORS

      


      


      Article                                                                                                                   Page

      


      Preamble                                                                                                                 
 1

      


      1.           Definitions                                                                                                 1

      


      2.           Term                                                                                                           
7

      


      3.           Participation                                                                                             
 7

      


      4.           Deferral
of
Compensation                                                                      
 8

      


      5.           Deferral
Elections                                                                                      8

      


      6.           Hypothetical
Investments                                                                      
9

      


      7.           Investment
Elections                                                                                9

      


      8.           Payment
of Deferred
Compensation                                                      11

      


      9.           Administration                                                                                        
 16

      


      10.           Miscellaneous                                                                                 
       17

      


      11.           Change
in
Control                                                                                  
19

      


      12.           Retirement
Plan
Amounts                                                                     
19

      


      


      


      Amended
and Restated on __________________, 2008, Effective as of January 1,
2009

      


      


      
        
           

        

        
           

          
          

        

        
           

        

      

      


      


      Eastman
Kodak Company

      Deferred
Compensation Plan For Directors

      


      Table of
Contents

      


      Article                                                                                                                   Page

      


      Preamble                                                                                                                  1

      


      1.           Definitions                                                                                  
              1

      


      2.           Term                                                                                                           7

      


      3.           Participation                                                                                              7

      


      4.           Deferral
of
Compensation                                                                      
8

      


      5.           Deferral
Elections                                                                                     8

      5.1           In
General                                                                                8

      5.2           Timing                                                                                      8

      5.3           Irrevocability                                                                           8

      5.4           Elections                                                                                  8

      


      6.           Hypothetical
Investments                                                                      
9

      6.1           Deferred
Compensation
Account                                       
9

      6.2           Stock
Account                                                                        9

      6.3           Time
Accounts are
Credited                                                 9

      6.4           Stock
Account
Crediting                                                      
9

      


      7.           Investment
Elections                                                                                9

      7.1           Elections                                                                                   9

      7.2           Elections
into the Stock
Account                                       10

      7.3           Elections
out of the Stock
Account                                  
 10

      7.4           Dividend
Equivalents in the Stock
Account                     10

      7.5           Stock
Dividends in the Stock
Account                              10

      7.6           Recapitalization
in the Stock
Account                                11

      7.7           Distributions
from the Stock
Account                                11

      
 

      8.           Payment
of Deferred
Compensation                                                      11

      8.1           Background                                                                             11

      8.2           Manner
of
Payment                                                                11

      8.3           Timing
of
Payments                                                                13

      8.4           Valuation                                                                                  15

      8.5           Payment
of Deferred Compensation After
Death              15

      


      9.           Administration                                                                                         
16

      9.1           Responsibility                                                                        
16

      9.2           Authority
of
Administrator                                                  
17

      9.3           Discretionary
Authority                                                       
17

      9.4           Delegation
of
Authority                                                     
  17


      
        
           


        

        
           


          
          

        

        
           


          
            DDCP


            January
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      Eastman
Kodak Company

      Deferred
Compensation Plan For Directors

      


      Table of
Contents Continued

      


      Article                                                                                                                                 
        Page

      


      


      10.           Miscellaneous                                                                                               17

      10.1                      Participant’s
Rights
Unsecured                                     17

      10.2                      Non-Assignability                                                            17

      10.3                      Statement
of
Account                                                      18

      10.4                      Amendment                                                                       18

      10.5                      Governing
Law                                                                  18

      10.6                      Non
Guarantee of Tax
Consequences                           18

      10.7                      Compliance
with Securities
Laws                                   18

      


      11.           Change
In
Control                                                                                          19

      11.1                      Background                                                                        19

      11.2                      Payment
of Deferred
Compensation                               19

      11.3                      Amendment
On or After Change In
Control                 19

      


      12.           Retirement
Plan
Amounts                                                                              19

      12.1                      Background                                                                         19

      12.2                      Crediting
of Accrued
Benefit                                            20

      12.3                      Dividend
Equivalents                                                     20

      12.4                      Stock
Dividends, Recapitalization and Distributions        20

      12.5                      Remaining
Terms                                             20

      


      


      


      


      


      



      
        
           


        

        
           


          
          

        

        
           


          
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      EASTMAN
KODAK COMPANY

      


      DEFERRED
COMPENSATION PLAN FOR DIRECTORS

      


      


      Preamble.

      


      The name
of this Plan is the Eastman Kodak Company Deferred Compensation Plan for
Directors.  Its purpose is to provide certain members of the Board of
Directors of Eastman Kodak Company with an opportunity to defer compensation
earned as a Director.

      


      This Plan
is intended to satisfy Code section 409A with respect to benefits subject
thereto, and the terms and conditions of this Plan shall be interpreted and
construed accordingly.  This Plan also provides for benefits not
subject to Code section 409A by reason of having been earned and vested before
January 1, 2005, and no amendment to this Plan that might constitute a “material
modification” within the meaning of Code section 409A and the Treasury
regulations thereunder shall apply to such benefits unless such amendment
expressly provides for the loss of such benefits’ grandfathered
status.

      


      From
January 1, 2005 through December 31, 2008, this Plan was operated in good faith
compliance with the requirements of Code section 409A, and the Treasury
regulations and applicable guidance thereunder.  Any administrative
practices and interpretations established in order to enable the Plan to operate
in good-faith compliance but contrary to the terms of such Plan as then in
effect are hereby expressly ratified.  Effective January 1, 2009, the
terms and conditions of this amended and restated Plan have been adopted to
reflect the final Treasury regulations under Code section 409A.

      


      This Plan
will be interpreted and administered in accordance with Eastman Kodak Company’s
Policy Regarding Section 409A Compliance with respect to benefits subject to
Code section 409A.

      


      Article
1.         
Definitions

      


      1.1           Account

      


      "Account"
means the Deferred Compensation Account or the Stock Account.

      


      1.2           Administrator

      


      “Administrator”
means the Controller of Kodak.

      



      
        
           


        

        
           


          
          

        

        
           


          
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      1.3           Beneficiary

      


      "Beneficiary"
means the person or persons (including, but not limited to, a trust) designated
as such in accordance with Section 8.5(C).

      


      1.4           Board

      


      "Board"
means the Board of Directors of Kodak.

      


      1.5           Cash
Deferrable Amount

      


      “Cash
Deferrable Amount” means that portion of a Participant’s Deferrable Amount that
would otherwise be paid to the Participant in cash absent the Participant’s
election to defer.

      


      1.6           Change
in Control

      


      "Change
in Control," with respect to Grandfathered Benefits, means the occurrence of any
one of the following events:

      


      
        	
                                 A.

              	
                individuals
      who, on December 9, 1999, constitute the Board (the "Incumbent Directors")
      cease for any reason to constitute at least a majority of the Board,
      provided that any person becoming a director subsequent to December 9,
      1999, whose election or nomination for election was approved by a vote of
      at least two-thirds of the Incumbent Directors then on the Board (either
      by a specific vote or by approval of the proxy statement of Kodak in which
      such person is named as a nominee for director, without written objection
      to such nomination) shall be an Incumbent Director; provided, however,
      that no individual initially elected or nominated as a director of Kodak
      as a result of an actual or threatened election contest (as described in
      Rule 14a-11 under the Act) ("Election Contest") or any other actual or
      threatened solicitation of proxies or consents by or on behalf of any
      "person" (as such term is defined in Section 3(a)(9) of the Act) other
      than the Board ("Proxy Contest"), including by reason of any agreement
      intended to avoid or settle any Election Contest or Proxy Contest, shall
      be deemed to be an Incumbent
Director;

              


      

      


      
        	
                                 
      B.

              	
                any
      person is or becomes a "beneficial owner" (as defined in Rule13d-3 under
      the Act), directly or indirectly, of securities of Kodak representing 25%
      or more of the combined voting power of Kodak's then outstanding
      securities eligible to vote for the election of the Board (the "Kodak
      Voting Securities"); provided, however, that the event described in this
      paragraph (B) shall not be deemed to be a Change in Control by virtue of
      any of the following acquisitions: (i) by Kodak or any subsidiary, (ii)
      by

              


      


      
        
           


        

        
           


          
          

        

        
           


          
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                any
      employee benefit plan (or related trust) sponsored or maintained by Kodak
      or any subsidiary, or (iii) by any

              


      

      
        	
                 
      

              	
                underwriter
      temporarily holding securities pursuant to an offering of such
      securities;

              


      

      


      
        	
                 
      

              	
                          C.

              	
                the
      consummation of a merger, consolidation, statutory share exchange or
      similar form of corporate transaction involving
      Kodak         or any of its
      subsidiaries that requires the approval of Kodak's shareholders, whether
      for such transaction or the issuance of securities in the transaction (a
      "Reorganization"), or sale or other disposition of all or substantially
      all of Kodak's assets to an entity that is not an affiliate of Kodak (a
      "Sale"), unless immediately following such Reorganization or
      Sale:  (i) more than 60% of the total voting power of (x) the
      corporation resulting from such Reorganization or Sale (the "Surviving
      Company"), or (y) if applicable, the ultimate parent corporation that
      directly or indirectly has beneficial ownership of 100% of the voting
      securities eligible to elect directors of the
      Surviving        Company (the
      "Parent Company"), is represented by Kodak Voting Securities that were
      outstanding immediately prior to
      such         Reorganization
      or Sale (or, if applicable, is represented by shares into which such Kodak
      Voting Securities were converted pursuant to such Reorganization or Sale),
      and such voting power among the holders thereof is in substantially the
      same proportion as the voting power of such Kodak Voting Securities among
      the holders thereof immediately prior to the Reorganization or Sale, (ii)
      no person (other than any employee benefit plan (or related trust)
      sponsored or maintained by the Surviving Company or the Parent Company),
      is or becomes the beneficial owner, directly or indirectly, of 25% or more
      of the total voting power of the outstanding voting securities eligible to
      elect directors of the Parent Company (or, if there is no Parent Company,
      the Surviving Company) and (iii) at least a majority of the members of the
      board of directors of the Parent Company (or, if there is no
      Parent          Company,
      the Surviving Company) following the consummation of
      the         Reorganization or
      Sale were Incumbent Directors at the time of
      the    Board's approval of the execution of the
      initial agreement providing for such Reorganization or Sale (any
      Reorganization or Sale which satisfies all of the criteria specified in
      (i), (ii) and (iii) above shall be deemed to be a "Non-Qualifying
      Transaction"); or

              


      

      


      
        	
                                 
      D.

              	
                 the
      shareholders of Kodak approve a plan of complete liquidation or
      dissolution of Kodak.

              


      

      


      Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any person acquires beneficial ownership of more than 25% of Kodak Voting
Securities as a result of the acquisition of Kodak Voting Securities by Kodak
which reduces the number of Kodak Voting Securities outstanding; provided that
if after such acquisition by Kodak such person becomes the beneficial owner of



      
        
           


        

        
           


          
          

        

        
           


          
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      additional
Kodak Voting Securities that increases the percentage
of outstanding Kodak Voting Securities beneficially owned by such person, a
Change in Control shall then occur.

      


      With
respect to benefits other than Grandfathered Benefits, “Change in Control” means
an event that both satisfies the above definition and qualifies as a “change in
the ownership or effective control of the corporation, or in the ownership of a
substantial portion of the assets of the corporation” within the meaning of
sections 1.409A-3(a)(5) and 1.409A-3(i)(5) of the Treasury
regulations.  Solely for the purpose of determining whether a “Change
in Control” has occurred in connection with the payment of benefits other than
Grandfathered Benefits, it is noted that the above definition of “Change in
Control” shall be interpreted to require that in the case of director elections
under A, the approval of the Incumbent Directors must be given prior to their
election, and references to a “subsidiary” or “affiliate” of Kodak shall mean an
entity in which Kodak possesses a direct or indirect ownership interest of 50%
or more of the total combined voting power of the then outstanding securities or
interests of the second entity entitled to vote generally in the election of
directors or in which Kodak has the right to receive 50% or more of the
distribution of profits or 50% of the assets on liquidation or
dissolution.

      


      1.7           Code

      


      “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.

      


      1.8           Common
Stock

      


      "Common
Stock" means the common stock of Kodak.

      


      1.9           Deferrable
Amount

      


      "Deferrable
Amount" means the amount of compensation (whether payable in cash or Common
Stock) otherwise payable to a Participant (exclusive of expense reimbursements)
for serving on the Board.

      


      1.10         Deferred
Compensation Account

      


      "Deferred
Compensation Account" means the account established by Kodak for each
Participant that bears interest at the Interest Rate.  The maintenance
of individual Deferred Compensation Accounts is for bookkeeping purposes
only.


      
        
           


        

        
           


          
          

        

        
           


          
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      1.11         Enrollment
Period

      


      "Enrollment
Period" means the period designated by the Administrator each year; provided
however, that the Enrollment Period for a given calendar year shall
always commence and end in the year immediately prior to such calendar
year.

      


      1.12         Grandfathered
Benefits

      


      “Grandfathered
Benefits” shall mean benefits payable under this Plan that are not subject to
Code section 409A by reason of having been earned and vested as of December 31,
2004, provided that benefits shall cease to be Grandfathered Benefits if the
Plan is “materially modified” with respect to such Grandfathered Benefits after
October 3, 2004.  Grandfathered Benefits shall be accounted for
separately, and shall be adjusted for attributable earnings and
losses.

      


      1.13         Interest
Rate

      


      "Interest
Rate" means the base rate, as reported in the "Money Rates" section of The Wall
Street Journal, on corporate loans posted by at least 75% of the nation's 30
largest banks (known as the "Prime Rate").

      


      1.14         Kodak

      


      "Kodak"
means Eastman Kodak Company.

      


      1.15         Market
Value

      


      "Market
Value" means the mean between the high and low at which the Common Stock trades
as quoted in the New York Stock Exchange Composite Transactions as published in
The Wall Street
Journal for the day for which the determination is to be made or, if such
day is not a trading day, the immediately preceding trading day.

      


      1.16         Plan

      


      "Plan"
means the Eastman Kodak Company Deferred Compensation Plan For Directors as
adopted by the Board and amended.


      
        
           


        

        
           


          
          

        

        
           


          
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      1.17         Participant

      


      "Participant"
means (i) any member of the Board who is not an employee of Kodak; or (ii) any
former member of the Board who has a balance in an Account under the
Plan.

      


      1.19         Separation
From Service

      


      “Separation
From Service” means a “separation from service” within the meaning of Code
section 409A (taking into account section 1.409A-1(h) of the Treasury
regulations and other guidance of general applicability issued thereunder),
administered in accordance with Eastman Kodak Company’s Policy Regarding Section
409A Compliance, it being intended that for this purpose, “separation from
service” will be determined based on services performed for the Company and all
entities which are part of the same “controlled group” or group of trades or
business under “common control” as the Company within the meaning of Code
sections 414(b) or (c) (meaning, for the avoidance of doubt, that the Plan shall
apply the 80 percent common control standard stated in such Code sections and
the Treasury regulations thereunder).  Furthermore, a director who is
or becomes an employee but who has an Account under this Plan shall be treated
as separating from service for purposes of this Plan if the director would be
deemed to have separated from service as a director if his or her services as an
employee were disregarded, in accordance with section 1.409A-1(h)(5) of the
Treasury regulations.

      


      1.20         Stock
Account

      


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

      


      1.21         Stock
Deferrable Amount

      


      “Stock
Deferrable Amount” means that portion of a Participant’s Deferrable Amount that
would otherwise be paid to the Participant in Common Stock absent the
Participant’s election to defer.

      


      1.22         Valuation
Date

      


      "Valuation
Date" means, with regards to a Participant's Deferred Compensation Account, the
last day of each calendar month and, with regards to the Participant's Stock
Account, the last business day of each calendar month.


      
        
           


        

        
           


          
          

        

        
           


          
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      Article
2.          Term

      


      The Plan
became effective January 1, 1979.

      


      


      Article
3.          Participation

      


      Only
Participants shall be eligible to participate in the Plan.


      
        
           


        

        
           


          
          

        

        
           


          
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      Article
4.          Deferral of
Compensation

      


      For any
given calendar year, a Participant may make a deferral election, in accordance
with the requirements of Article 5 below, to defer receipt of all or any portion
of his or her Deferrable Amount to be earned during such year into his or her
Accounts.  Any Deferrable Amount that is so deferred shall be credited
to the Participant's Accounts in accordance with Article 6 below.

      


      


      Article
5.          Deferral
Elections

      


      5.1           In
General

      


      A
Participant may make a deferral election to defer compensation by executing and
returning to the Administrator in accordance with this Article 5 a deferred
compensation form provided by Kodak.

      


      5.2           Timing

      


      A
Participant who wishes to defer compensation under the Plan must irrevocably
elect to do so during an Enrollment Period.  Such election shall be
effective for the calendar year immediately following the Enrollment Period
during which such election was made and for all succeeding calendar years,
unless the Participant revokes his or her election or files a new election
during the Enrollment Period for such a succeeding calendar year.  Any
such revocation or election, as the case may be, shall be effective on the first
day of such succeeding calendar year.

      


      5.3           Irrevocability

      


      Deferral
elections made under this Plan with respect to any calendar year will be final
and, after the close of the Enrollment Period for such calendar year, may not be
revoked or amended in any manner until the Enrollment Period for a succeeding
calendar year.  Any such revocation or amendment, as the case may be,
shall be effective on the first day of such succeeding calendar
year.

      


      5.4           Elections

      


      A
deferred compensation form filed by a Participant during an Enrollment Period
shall indicate: (1) the amount of the Cash Deferrable Amount to be deferred; and
(2) the amount of the Stock Deferrable Amount to be deferred.  Cash
Deferrable Amounts that are deferred by a Participant will be credited to the
Participant’s


      
        
           


        

        
           


          
          

        

        
           


          
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      Deferred
Compensation Account.  Stock Deferrable Amounts that are deferred by a
Participant will be credited to the Participant’s Stock Account.

      


      


      Article
6.          Hypothetical
Investments

      


      6.1           Deferred
Compensation Account

      


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

      


      6.2           Stock
Account

      


      Amounts
in a Participant's Stock Account are hypothetically invested in units of Common
Stock.  Amounts transferred to 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.  Kodak will not reserve or otherwise set aside any Common Stock
for or to any Stock Account.

      


      6.3           Time
Accounts are Credited

      


      Amounts
to be deferred shall be credited to the Participant’s Accounts on the date such
amounts would otherwise be payable.

      


      6.4           Stock
Account Crediting

      


      If a
Participant elects to defer into his or her Stock Account, the Stock Account of
the Participant will, for so long as the election remains in effect, be credited
with that number of units of Common Stock equal to the number of shares of
Common Stock that would otherwise be paid to the Participant but for his or her
election to defer.

      


      


      Article
7.          Investment
Elections

      


      7.1           Elections

      


      A
Participant may make an investment election to direct that all or any portion,
designated as a whole percentage, of the existing balance of one of his or her
Accounts be transferred to his or her other Account, effective as of the close
of business on the last day of any calendar month (hereinafter the election's
"Effective Date"), by filing a written election with the Administrator on
or prior to such date.  


      
        
           


        

        
           


          
          

        

        
           


          
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      7.2           Election
into the Stock Account

      


      If a
Participant makes an investment election pursuant to Section 7.1 to transfer an
amount from his or her Deferred Compensation Account to his or her Stock
Account, effective as of the election's Effective Date, (i) 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 or coincident with the election's Effective
Date; and (ii) his or her Deferred Compensation Account shall be reduced by the
amount elected to be transferred.

      


      7.3           Election
out of the Stock Account

      


      If a
Participant makes an investment election pursuant to Section 7.1 to transfer an
amount from his or her Stock Account to his or her Deferred Compensation
Account, effective as of the election's Effective Date, (i) his or her Deferred
Compensation 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 or
coincident with the election's Effective Date; and (ii) his or her Stock Account
shall be reduced by the number of units elected to be transferred.

      


      7.4           Dividend
Equivalents in the Stock Account

      


      Effective
as of the payment date for each cash dividend on the Common Stock, additional
units of Common Stock shall be credited to the Stock Account of each Participant
who has 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 be computed 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 and dividing the product thereof by the Market Value of the Common
Stock on the payment date for such dividend.

      


      7.5           Stock
Dividends in the Stock Account

      


      Effective
as of the payment date for each stock dividend (as defined in Code section 305)
on the Common Stock, additional units of Common Stock shall be credited to the
Stock Account of each Participant who has 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 of
shares of Common


      
        
           


        

        
           


          
          

        

        
           


          
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      Stock
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.  To the extent the Participant would have also
received cash, in lieu of fractional shares of Common Stock, had he or she been
the record owner of such shares for such stock dividend, then his or her Stock
Account shall also be credited with that number of units, or fractions thereof,
equal to such cash amount divided by the Market Value of the Common Stock on the
payment date for such dividend.

      


      7.6           Recapitalization
in the Stock Account

      


      If Kodak
undergoes a reorganization as defined in Code section 368(a), the Administrator
shall, in his or her sole and absolute discretion, take whatever action he or
she deems necessary, advisable or appropriate with respect to the Stock Accounts
in order to reflect such transaction, including, but not limited to, adjusting
the number of units credited to a Participant's Stock Account.  Any
action taken shall comply with Code section 409A.

      


      7.7           Distributions
from the Stock Account

      


      Amounts
in respect of units of Common Stock shall be distributed in cash in accordance
with Articles 8 and 11.  For purposes of a distribution pursuant to
Articles 8 or 11, 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 of the Stock Account of a Participant who is no
longer a member of the Board, the Participant shall continue to be able to make
elections pursuant to Sections 7.2 and 7.3 and his or her Stock Account shall
continue to be credited with additional units of Common Stock pursuant to
Sections 7.4, 7.5, and 7.6.

      


      


      Article
8.          Payment of
Deferred Compensation

      


      8.1           Background

      


      No
withdrawal may be made from a Participant's Accounts except as provided in this
Article 8 and Article 11.

      


      8.2           Manner
of Payment

      


      Payment
of the Participant’s Accounts shall be made as set forth below.


      
        
           


        

        
           


          
          

        

        
           


          
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                A.

              	
                Payment
      of the portion of a Participant’s Accounts which consists of Grandfathered
      Benefits shall be made at the sole discretion of the Administrator in a
      single sum payment or in annual installments; provided, however, that
      payment in the event of death shall be made in accordance with Section 8.5
      below.  The maximum number of annual installments is ten.  All
      payments from the Plan shall be made in cash.  Nothing herein
      prohibits or requires payment of Grandfathered Benefits in the same manner
      as the remaining portion of the Participant's Accounts is paid in
      accordance with Section 8.2(B). 

              


      

       

      
        	
                 
      

              	
                B.

              	
                Payment
      of the portion of a Participant’s Accounts which consists of benefits
      other than Grandfathered Benefits shall be made in accordance with the
      distribution election filed by the Participant at the time of such
      Participant’s initial election to participate in the Plan.  The
      distribution election shall comply with the following
    rules:

              


      

      


      
        	
                 
      

              	
                1)

              	
                The
      election shall not apply to any Grandfathered Benefits.  Such
      benefits shall be distributed as determined by the Administrator, in its
      sole discretion, in accordance with Section
  8.2(A).

              


      

      


      
        	
                 
      

              	
                2)

              	
                The
      Participant may elect payment in a single sum payment or in annual
      installments; provided, however, that payment in the event of death shall
      be made in accordance with Section 8.5 below.  The maximum
      number of annual installments is ten.  All payments from the
      Plan shall be made in cash.

              


      

      


      For those
Participants who were already Participants on January 1, 2005, distribution of
benefits other than Grandfathered Benefits shall be determined as
follows:

      


      
        	
                 
      

              	
                a)

              	
                In
      accordance with such Participant’s election, if the Participant filed an
      election by December 31, 2008, and such election complied with transition
      guidance issued by the Internal Revenue Service and the Plan’s
      administrative procedures and
deadlines.

              


      

      


      
        	
                 
      

              	
                b)

              	
                If
      no such election was filed, in the form of a single sum
      payment.

              


      

      


      A
Participant who was not a Participant on January 1, 2005 but who fails to file a
timely election shall receive payment in the form of a lump-sum
payment.


      
        
           


        

        
           


          
          

        

        
           


          
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      Notwithstanding
the foregoing, but without limitation of the Administrator’s discretion to
impose such earlier deadlines as he/she deems desirable for administrative
purposes, the

      Administrator
may accept elections through December 31, 2008 in accordance with the Internal
Revenue Service’s transition guidance under Code section 409A.

      


      
        	
                 
      

              	
                3)

              	
                Once
      filed, a distribution election is irrevocable and shall apply to all
      future contributions to the Plan (adjusted for earnings and losses
      thereon) except as stated in paragraph (4)
  below.

              


      

      


      
        	
                 
      

              	
                4)

              	
                If
      a Participant experiences a Separation From Service and then rejoins the
      Board, payments of amounts accrued prior to the initial Separation From
      Service (adjusted for earnings and losses thereon) shall continue
      unaffected.  However, the Participant may file a new
      distribution election at the time of his initial deferral election
      following reelection to the Board, which shall govern payments of amounts
      contributed thereafter (adjusted for earnings and losses
      thereon).

              


      

      


      8.3           Timing

      


      Payment
of a Participant’s Accounts shall be made as set forth below.

      


      
        	
                 
      

              	
                A.

              	
                Payment
      of the portion of the Participant’s Accounts which consists of
      Grandfathered Benefits shall be made (or commence to be made) as soon as
      administratively possible following the fifth business day in March and
      shall commence in any year designated by the Administrator up through the
      tenth year following the year in which the Participant for any reason
      ceases to be a member of the Board.  Notwithstanding the
      immediately preceding sentence, payment in the event of death shall be
      made in accordance with Section 8.5.  Nothing herein prohibits
      or requires payment of Grandfathered Benefits at the same time as the
      remaining portion of the Participant’s Accounts is paid in accordance with
      Section 8.3(B).

              


      

      


      
        	
                 
      

              	
                B.

              	
                Payment
      of the portion of the Participant’s Accounts which consists of benefits
      other than Grandfathered Benefits shall be made (or commence to be made)
      in accordance with the distribution election filed by the Participant at
      the time of such Participant’s initial election to participate in the
      Plan.  Such distribution elections will be subject to the
      following rules:

              


      


      
        
           


        

        
           


          
          

        

        
           


          
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                1)

              	
                The
      election shall not apply to any Grandfathered Benefits.  Such
      benefits shall be distributed as determined by the Administrator, in its
      sole discretion, in accordance with Section
  8.3(A).

              


      

      


      
        	
                 
      

              	
                2)

              	
                The
      Participant may elect to have payments commence in any year following the
      year of such Participant’s Separation From Service up through the tenth
      year.  Payments shall be made in the appointed year, as soon as
      administratively possible following the fifth business day in March of
      such year, provided, however, that payments in the event of death will be
      made in accordance with Section
8.5.

              


      

      


      For those
Participants who were already Participants on January 1, 2005, distribution of
benefits other than Grandfathered Benefits shall be determined as
follows:

      


      
        	
                 
      

              	
                a)

              	
                In
      accordance with such Participant’s election, if the Participant filed an
      election by December 31, 2008, and such election complied with transition
      guidance issued by the Internal Revenue Service and the Plan’s
      administrative procedures and
deadlines.

              


      

      


      
        	
                 
      

              	
                b)

              	
                If
      no such election was filed, in the first full calendar year following
      Separation From Service.

              


      

      


      A
Participant who was not a Participant on January 1, 2005 but who fails to file a
timely election shall be paid in the first full calendar year following
Separation From Service.

      


      Notwithstanding
the foregoing, but without limitation of the Administrator’s discretion to
impose such earlier deadlines as he/she deems desirable for administrative
purposes, the Administrator may accept elections through December 31, 2008 in
accordance with the Internal Revenue Service’s transition guidance under Code
section 409A.

      


      Notwithstanding
the terms of any election, if the Participant at the time of Separation From
Service is subject to the six-month waiting period following separation from
service that Kodak requires for certain executive employees as a result of Code
section 409A, and the payment date for the year in which payment is due is
within the six-month waiting period, payment will be made as soon as practicable
after the expiration of such period (and in any case within 90 days after such
expiration). 


      
        
           


        

        
           


          
          

        

        
           


          
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                3)

              	
                Once
      filed, a distribution election is irrevocable and shall apply to all
      future contributions to the Plan (adjusted
for

              


      

      
        	
                 
      

              	
                earnings
      and losses thereon) except as stated in paragraph (4)
    below.

              


      

      


      
        	
                 
      

              	
                4)

              	
                If
      a Participant experiences a Separation From Service and then rejoins the
      Board, payments of amounts accrued prior to the initial Separation From
      Service (adjusted for earnings and losses thereon) shall continue
      unaffected.  However, the Participant may file a new
      distribution election at the time of his initial deferral election
      following reelection to the Board, which shall govern payments of amounts
      contributed thereafter (adjusted for earnings and losses
      thereon).

              


      

      


      8.4           Valuation

      


      The
amount of each payment shall be equal to the value, as of the immediately
preceding Valuation Date, of the Participant's Accounts, divided by the number
of installments remaining to be paid.  If payment of a Participant's
Accounts is to be made 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
Valuation Date.  Similarly, in such case, the amount that shall be
distributed from the Participant's Deferred Compensation 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 Deferred Compensation Account as of the
immediately preceding Valuation Date by the total value of the Participant's
Accounts as of such Valuation Date.  The calculations described in
this Section shall be performed separately for the portion of Accounts
attributable to Grandfathered Benefits and for the other portion of the
Accounts.

      


      8.5           Payment
of Deferred Compensation After Death

      


      If a
Participant dies prior to complete payment of his or her Accounts, the
provisions of this Section 8.5 shall become operative.

      


      
        	
                 
      

              	
                A.

              	
                Stock
      Account.  Effective as of the date of a Participant's
      death, the entire balance of his or her Stock Account shall be
      transferred

              


      


      
        
           


        

        
           


          
          

        

        
           


          
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                to
      his or her Deferred Compensation Account.  For purposes of
      valuing the units of Common Stock subject to such a transfer, the deceased
      Participant's Deferred Compensation Account shall be credited with a
      dollar amount equal to the amount obtained by multiplying the number of
      units in the deceased Participant's Stock Account at the time of his or
      her

              


      

      
        	
                 
      

              	
                death
      by the Market Value of the Common Stock on the date of his or her
      death.  Thereafter, no amounts in the deceased Participant's
      Deferred Compensation Account shall be eligible for transfer to the
      deceased Participant's Stock Account by any person, including, but not by
      way of limitation, the deceased Participant's beneficiary or legal
      representative.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Distribution.  The
      balance of the Participant's Accounts, valued as of the Valuation Date
      immediately preceding the date payment is made, shall be paid in a single,
      lump-sum payment to: (1) the beneficiary or contingent beneficiary
      designated by the Participant in accordance with Section 8.5(C); or, in
      the absence of a valid designation of a beneficiary or contingent
      beneficiary, (2) the Participant's estate within 30 days after appointment
      of a legal representative of the deceased Participant.  In any
      event, payment will be made no later than the end of the taxable year of
      death (or, if later, the fifteenth day of the third month following the
      date of death).

              


      

      


      
        	
                 
      

              	
                C.

              	
                Beneficiary
      Designation.  Each Participant shall have the right, at
      any time, to designate any person or persons as his or her Beneficiary or
      Beneficiaries (both primary and contingent) to whom payment under this
      Plan shall be made in the event of his or her death prior to complete
      distribution to the Participant of the benefits due him or her under the
      Plan.  Each Beneficiary designation shall become effective only
      when filed in writing with the Administrator during the Participant's
      lifetime on a form provided by the Administrator.  The filing of
      a new Beneficiary designation form with the Administrator will cancel all
      Beneficiary designation(s) previously
filed.

              


      

      


      


      Article
9.          Administration

      


      9.1           Responsibility

      


      The
Administrator shall have total and exclusive responsibility to control, operate,
manage and administer the Plan in accordance with its terms.


      
        
           


        

        
           


          
          

        

        
           


          
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      9.2           Authority
of the Administrator

      


      The
Administrator shall have all the authority that may be necessary or helpful to
enable him or her to discharge his or her responsibilities with respect to the
Plan.  Without limiting the generality of the preceding sentence, the
Administrator shall have the
exclusive right: to interpret the Plan, to decide all questions concerning 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.

      


      9.3           Discretionary
Authority

      


      The
Administrator shall have full discretionary authority in all matters related to
the discharge of his or her responsibilities and the exercise of his or her
authority under the Plan including, without limitation, the construction of the
terms of the Plan and the determination of benefits under the
Plan.  It is the intent of the Plan that the decisions of the
Administrator and his or her actions 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.

      


      9.4           Delegation
of Authority

      


      The
Administrator may delegate some or all of his or her authority under the Plan to
any person or persons provided that any such delegation is in
writing.

      


      


      Article
10.          Miscellaneous

      


      10.1         Participant's
Rights Unsecured

      


      The
amounts payable under the Plan shall be unfunded, and the right of any
Participant or his or her estate to receive any payment under the Plan shall be
an unsecured claim against the general assets of Kodak.  No
Participant shall have the right to exercise any of the rights or privileges of
a shareholder with respect to the units credited to his or her Stock
Account.

      


      10.2         Non-Assignability

      


      The right
of a Participant to the payment of deferred compensation as provided in this
Plan shall not be subject in any manner to alienation, anticipation, sale,
transfer (except by will or the laws of descent and distribution), assignment,
pledge, or encumbrance. 


      
        
           


        

        
           


          
          

        

        
           


          
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      10.3         Statement
of Account

      


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

      


      10.4         Amendment

      


      The Plan
may at any time or from time to time be amended, modified, suspended or
terminated by resolution of the Board.  However, no amendment,
modification, or termination shall, without the consent of a Participant,
adversely affect such Participant's accruals in his or her
Accounts.  No amendment, modification, suspension or termination will
accelerate distributions unless such acceleration is approved by Kodak and
permitted under Code section 409A and the Treasury regulations and interpretive
guidance issued thereunder.

      


      10.5         Governing
Law

      


      The Plan
shall be construed, governed and enforced in accordance with the law of New York
State, except as such laws are preempted by applicable federal law.

      


      10.6         No
Guarantee of Tax Consequences

      


      No person
connected with the Plan in any capacity, including, but not limited to, Kodak
and its directors, officers, agents and employees makes any representation,
commitment, or guarantee that any tax treatment, including, but not limited to,
federal, state and local income, estate and gift tax treatment, will be
applicable with respect to amounts deferred under the Plan, or paid to or for
the benefit of a Participant or Beneficiary under the Plan, or that such tax
treatment will apply to or be available to a Participant or Beneficiary on
account of participation in the Plan.

      


      10.7         Compliance
with Securities Laws

      


      Subject
to the limitations imposed by Code section 409A, the Board may, from time to
time, impose additional, or modify or eliminate existing, Plan terms,
provisions, restrictions or requirements, including, but not by way of
limitation, the provisions regarding a Participant's ability to elect into and
out of his or her Stock Account under Sections 7.2 and 7.3 or the requirement of
an automatic transfer pursuant to Section 8.5(A), as it deems necessary,
advisable or appropriate in order to comply with applicable federal or state
securities laws.  All such restrictions shall be in compliance with
Code section 409A and the Treasury regulations thereunder.


      
        
           


        

        
           


          
          

        

        
           


          
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      Article
11.          Change in
Control

      


      11.1         Background

      


      Upon a
Change In Control: (i) the terms of this Section 11 shall immediately become
operative, without further action or consent by any person or entity, (ii) all
terms, conditions, restrictions, and limitations in effect on any deferred
compensation shall immediately lapse as of the date of such event; and (iii) no
other terms, conditions, restrictions, and/or limitations shall be imposed upon
any deferred compensation on or after such date, and in no circumstance shall
any Account be forfeited on or after such date.  However, this Article
affects the availability of distributions only to the extent expressly so stated
herein.

      


      11.2         Payment of Deferred
Compensation

      


      Upon a
Change in Control, each Participant, whether or not he or she is still a member
of the Board, shall be paid in a single, lump-sum cash payment the balance of
his or her Accounts as of the Valuation Date immediately preceding the date
payment is made, (except that the value of the Stock Account shall be determined
as of the date of the Change in Control).  Such payment shall be made
as soon as practicable, but in any event no later than 90 days after the Change
in Control.

      


      11.3         Amendment
On or After Change In Control

      


      Upon a
Change in Control, no action, including, but not by way of limitation, the
amendment, modification, 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, except to the extent
Kodak’s counsel, accountants or auditors identify such amendment or termination
as necessary to bring the Plan into compliance with applicable law and/or avoid
the imposition of penalties on Participants (provided that an amendment or
termination shall not be permitted for the purpose of avoiding penalties imposed
on Participants unless the adverse effect of such penalties would be worse than
the adverse effect of any such amendment or termination).

      


      Article
12.          Retirement Plan
Amounts

      


      12.1         Background

      


      Effective
as of February 12, 1999, the Eastman Kodak Company Retirement Plan for Directors
(the “Retirement Plan”) was amended and frozen.  One of these
amendments ceased the accrual of pension benefits for each Director serving as a
member of the Board on February 12,


      
        
           


        

        
           


          
          

        

        
           


          
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       1999
(an “Incumbent Director”) with regard to services rendered by the Incumbent
Director after February 12, 1999.  The Retirement Plan was also
amended to direct that a one-time credit be made to each Incumbent Director’s
Account in an amount representing the present value of the Incumbent Director’s
accrued benefit under the Retirement Plan for all services rendered on or prior
to February 12, 1999

      (the
“Accrued Benefit”).  The terms of this Article 12 will apply to those
amounts credited to a Participant’s Account as required under the terms of the
Retirement Plan.

      


      12.2         Crediting
of Accrued Benefit

      


      Effective
February 12, 1999, the Account of each Participant who is an Incumbent Director
will be credited with an amount representing the Participant’s Accrued
Benefit.  At the Participant’s election, this amount will be credited
to the Participant’s Stock Account or Deferred Compensation
Account.  If the Accrued Benefit is credited to the Participant’s
Stock Account, the number of units that will be credited will equal the number
of full shares of Common Stock that can be purchased with the dollar amount of
the Participant’s Accrued Benefit using the average of the Market Value of
Common Stock for the period February 12, 1999 through May 12,
1999.  Any fractional share will be rounded to the next whole
share.

      


      12.3         Dividend
Equivalents

      


      The units
of Common Stock credited to a Participant’s Stock Account under this Article 12
will accrue dividend equivalents in accordance with Section 7.4.

      


      12.4         Stock
Dividends, Recapitalization, and Distributions

      


      The terms
of Sections 7.5, 7.6 and 7.7 will apply to those units of Common Stock credited
to a Participant’s Stock Account under this Article 12.

      


      12.5         Remaining
Terms of Plan

      


      All of
the remaining terms of the Plan will apply to the Accrued Benefit credited to a
Participant’s Account under this Article 12, provided, however, they are not
inconsistent with the terms of this Article
12.