exhibit104.htm


    Exhibit
(10.4)

    


    


    1982
EASTMAN KODAK COMPANY

    


    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    


    Preamble.

    


    The 1982
Eastman Kodak Company Executive Deferred Compensation Plan is an unfunded
non-qualified deferred compensation arrangement for eligible executives of
Eastman Kodak Company and certain of its subsidiaries effective for compensation
earned in 1982 and later years.  Under the Plan, each Eligible
Employee is annually given an opportunity to elect to defer payment of part of
his or her compensation earned during the year following his or her
election.

    


    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     Accelerated
Distribution

    


    The form
of distribution permitted under Section 8.8.


    
      
         


      

      
        1

        
        

      

      
         


      

    


    1.2           Account

    


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

    


    1.3           Board

    


    "Board"
means Board of Directors of Kodak.

    


    1.4           Change
In Control

    


    “Change
in Control,” with respect to Grandfathered Dollars, 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 Rule 13d-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 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 

            


    


    
      
         


      

      
        2

        
        

      

      
         


      

    


    
      	
               
      

            	
              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 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.


    
      
         


      

      
        3

        
        

      

      
         


      

    


    With
respect to benefits other than Grandfathered Dollars, “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 Dollars, 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.

    


    1.5           Code

    


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

    


    1.6           Common
Stock

    


    "Common
Stock" means the common stock of Kodak.

    


    1.7           Company

    


    "Company"
means Kodak and its United States subsidiaries listed on Schedule
A.  A subsidiary must be a member of the same “controlled group” as
Kodak within the meaning of Section 414(b) or (c) of the Code in order for its
employees to be active participants in the Plan.

    


    1.8           Consolidated
Group

    


    “Consolidated
Group” means Kodak and all Subsidiaries.

    


    1.9           Compensation
Committee

    


    "Compensation
Committee" shall mean the Executive Compensation and Development Committee of
the Board.

    


    1.10          Deferrable
Amount

    


    "Deferrable
Amount" means an amount equal to the excess of the Eligible Employee's
individual annual salary rate as of October 1 of any year over the Minimum
Compensation Level.


    
      
         


      

      
        4

        
        

      

      
         


      

    


    


    1.11          
Deferred Compensation Account

    


    "Deferred
Compensation Account" means the account established by the Company for each
Participant for compensation deferred pursuant to this Plan.  The
maintenance of individual Deferred Compensation Accounts is for bookkeeping
purposes only.

    


    1.12           Eligibility
Compensation Level

    


    “Eligibility
Compensation Level” means the dollar amount used to determine whether a person
is an Eligible Employee.  The Eligibility Compensation Level for a
given Plan year will be determined by the Chief Human Resources Officer and
Senior Vice President, Eastman Kodak Company, who will select a threshold that
will maintain this Plan’s status as a “top-hat” plan.

    


    1.13           Eligible
Employee

    


    "Eligible
Employee" means for a particular Plan year: (1) the corporate officers of Kodak;
and (2) any other employee of the Company whose individual annual salary rate as
of October 1 of the prior year is equal to or greater than the Eligibility
Compensation Level.  In addition, any Participant with an Account
balance who does not qualify as an Eligible Employee for a particular Plan year
solely because his or her individual annual salary rate as of October 1 of the
prior year is less than the Eligibility Compensation Level for such Plan year,
will nevertheless be an Eligible Employee for such Plan year; provided, however,
he or she is a full-time employee and provided further that such Participant’s
continued eligibility will not endanger this Plan’s status as a “top-hat”
plan.  Also, solely for the 2001 Plan year, any Employee of the
Company who was eligible to participate in the Plan for the 2000 Plan year, but
elected not to participate, will be an Eligible Employee for the 2001 Plan
Year.  Notwithstanding the foregoing, a non-resident alien will not be
an Eligible Employee unless he or she is paid on United States
payroll.

    


    1.14           Enrollment
Period

    


    "Enrollment
Period" means the period of consecutive days designated by the Director,
Executive Compensation each year, provided however, that such period shall begin
no earlier than October 15 and shall end no later than December 15 of each
year.

    


    1.15           Grandfathered
Dollars

    


    “Grandfathered
Dollars” 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 Dollars if the Plan
is "materially modified"


    
      
         


      

      
        5

        
        

      

      
         


      

    


    with
respect to such Grandfathered Dollars after October 3,
2004.  Grandfathered Dollars shall be accounted for
separately.

    


    1.16           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”).

    


    1.17           Kodak

    


    "Kodak"
means Eastman Kodak Company.

    


    1.18           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 on the day for which the determination is to be made, or
if such day is not a trading day, the immediately preceding day.

    


    1.19           Minimum
Compensation Level

    


    “Minimum
Compensation Level” means the dollar amount used to determine the amount of an
Eligible Employee’s Deferrable Amount.  The Minimum Compensation Level
is $50,000.

    


    1.20           Plan

    


    "Plan"
means the 1982 Eastman Kodak Company Executive Deferred Compensation Plan as
adopted by the Board and subsequently amended.

    


    1.21           Participant

    


    "Participant"
means an Eligible Employee who elects for one or more years to defer
compensation pursuant to this Plan.  All SOG Participants are
Participants.

    


    1.22           Separation
from Service

    


    With
respect to Grandfathered Dollars, “Separation from Service” means separation
from service with the Consolidated Group.

    


    With
respect to benefits other than Grandfathered Dollars, “Separation from Service”
means 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


    
      
         


      

      
        6

        
        

      

      
         


      

    


    thereunder),
administered in accordance with Eastman Kodak Company’s Policy Regarding Section
409A Compliance, provided that this Plan shall utilize the 50% common control
standard described in the Treasury regulations rather than the 80% rule normally
applied under the Policy.

    


    1.23           SOG
Participant

    


    "SOG
Participant" means a Participant who either: (1) is subject to the Guidelines
for Senior Management Ownership of Eastman Kodak Company Stock as approved by
the Compensation Committee; or (2) was subject to the Guidelines for Senior
Management Ownership of Eastman Kodak Company Stock as approved by the
Compensation Committee and still has a balance in his or her Stock Account in
accordance with the terms of the Plan.

    


    1.24           Stock
Account

    


    "Stock
Account" means the account established by the Company for each SOG 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.

    


    1.25           Subsidiary

    


    “Subsidiary”
means any corporation or other entity in which Kodak has a direct or indirect
ownership interest of 50% or more of the total combined voting power of the then
outstanding securities or interests of such corporation or other 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.

    


    1.26           Valuation
Date

    


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

    


    Article
2          Participation

    


    Only
Eligible Employees are eligible to participate in the Plan.


    
      
         


      

      
        7

        
        

      

      
         


      

    


    


    


    Article
3          Deferral of
Compensation

    


    3.1           
In General

    


    All
Eligible Employees, other than those Eligible Employees who are SOG
Participants, may elect, in accordance with the time requirements established
under Article 4 below, to defer receipt of one or more of the following to his
or her Deferred Compensation Account:

    


    
      	
               
      

            	
              1)

            	
              all
      or any portion of his or her Deferrable Amount to be earned during the
      immediately succeeding calendar
year;

            


    

    


    
      	
               
      

            	
              2)

            	
              up
      to a maximum of 75% of his or her cash award, if any, under the Executive
      Compensation for Excellence and Leadership plan (EXCEL) payable in the
      second immediately succeeding calendar year;
and

            


    

    


    
      	
               
      

            	
              3)

            	
              all
      or any portion of any other compensation identified by the Compensation
      Committee prior to the end of the Enrollment Period preceding the year in
      which such compensation is earned.

            


    

    


    3.2           SOG
Participants

    


    All SOG
Participants may elect, in accordance with the requirements established under
Article 4 below, to defer receipt of one or more of the following to his or her
Deferred Compensation Account:

    


    
      	
               
      

            	
              1)

            	
              all
      or any portion of his or her Deferrable Amount to be earned during the
      immediately succeeding calendar
year;

            


    

    


    
      	
               
      

            	
              2)

            	
              up
      to a maximum of 75% of his or her cash award, if any, under the Executive
      Compensation for Excellence and Leadership plan (EXCEL) payable in the
      second immediately succeeding calendar year;
and

            


    

    


    
      	
               
      

            	
              3)

            	
              all
      or any portion of any other compensation identified by the Compensation
      Committee prior to the end of the Enrollment Period preceding the year in
      which such compensation is earned.

            


    

    


    3.3           Eastman
Kodak Employees’ Savings and Investment Plan (SIP)

    


    A
Participant in this Plan need not participate in the Eastman Kodak Employees’
Savings and Investment Plan.


    
      
         


      

      
        8

        
        

      

      
         


      

    


    3.4           Post
Termination Deferrals

    


    No
deferral shall be made of any compensation payable after Separation from
Service.

    


    Article
4          Deferral
Elections

    


    4.1           Elections

    


    An
Eligible Employee may make a deferral election to defer compensation by
executing and returning to the Compensation Committee in accordance with this
Article 4 a deferred compensation form provided by Kodak.  An Eligible
Employee may only make a deferral election into his or her Deferred Compensation
Account; deferral elections into the Stock Account are not permitted under the
Plan.

    


    An
otherwise-Eligible Employee who received an Accelerated Distribution under
Section 8.8 may not make a deferral election for the calendar year following the
calendar year of the Accelerated Distribution, in accordance with Section
8.8.  Deferrals by an otherwise-Eligible Employee who received a
hardship distribution under the Eastman Kodak Employees’ Savings and Investment
Plan or another 401(k) plan, or who received a distribution due to an
unforeseeable emergency under Section 8.7, shall be restricted as required by
the relevant 401(k) plan or Section 8.7, as applicable. The Compensation
Committee or its designee may impose such restrictions or prohibitions on
deferral elections for subsequent calendar years as it deems
appropriate.

    


    4.2.          Timing

    


    An
Eligible Employee who wishes to defer compensation under the Plan must
irrevocably elect to do so during the Enrollment Period immediately preceding
the calendar year for which such compensation is earned.  Elections
made during the Enrollment Period shall be effective the first day of the
calendar year immediately following the Enrollment Period.  Elections
shall be made annually.  An Employee who would qualify as an Eligible
Employee but who is hired after the close of the Enrollment Period must wait
until the next Enrollment Period to file an election.

    


    4.3           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.

    


    Notwithstanding
the foregoing, deferrals under this Plan will be cancelled in the event that a
hardship distribution is made under the Eastman Kodak Employees’ Savings and
Investment Plan or another 401(k) plan to the extent required by such plan, or
in the event of a distribution 


    
      
         


      

      
        9

        
        

      

      
         


      

    


    due to an
unforeseeable emergency under Section 8.7.

    


    4.4           Deferral
Elections by Eligible Employees Other Than SOG Participants

    


    In the
case of all Eligible Employees, other than SOG Participants, the deferred
compensation form shall indicate: (1) the dollar amount of the Deferrable Amount
to be deferred; (2) whether the deferral is to be at the same rate throughout
the year, or at one rate for part of the year and at a second rate for the
remainder of the year; (3) the amount, in terms of such percentages as Kodak
shall determine, of the cash EXCEL award, if any, to be deferred; and (4) the
portion to be deferred of any other compensation that the Compensation Committee
determines is eligible for deferral under the Plan.

    


    4.5           Deferral
Elections by SOG Participants

    


    The
deferred compensation form of all SOG Participants shall indicate: (1) the
dollar amount of the Deferrable Amount to be deferred; (2) whether the deferral
is to be at the same rate throughout the year, or at one rate for part of the
year and at a second rate for the remainder of the year; (3) the amount, in
terms of such percentages as Kodak shall determine, of the cash EXCEL award, if
any, to be deferred; and (4) the portion to be deferred of any other
compensation that the Compensation Committee determines is eligible for deferral
under the Plan.

    


    Article
5          Hypothetical
Investments

    


    5.1           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.

    


    5.2           Stock
Account

    


    Amounts
in a SOG 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.  The Company will not reserve or otherwise set aside any Common
Stock for or to any Stock Account.

    



    
      
         


      

      
        10

        
        

      

      
         


      

    


    5.3           Time
Accounts Are Credited

    


    Amounts
to be deferred by a Participant shall be credited to the Participant's Account
as follows:

    


    
      	
               
      

            	
              1)

            	
              Deferrable
      Amount shall be credited each pay period on the date such amount is
      otherwise payable;

            


    

    


    
      	
               
      

            	
              2)

            	
              EXCEL
      award shall be credited on the date such amount is otherwise payable;
      and

            


    

    


    
      	
               
      

            	
              3)

            	
              any
      other compensation shall be credited on the date such amount is otherwise
      payable.

            


    

    


    Article
6          Elections to Defer
For a Fixed Period During Employment

    


    6.1           In
General

    


    A
Participant may elect to defer receipt of his or her compensation for a fixed
number of years, no less than 5, provided that he or she neither incurs a
Separation from Service nor dies during the period of deferral.  Any
such election shall be made during the Enrollment Period on the deferred
compensation form referenced in Article 4 above.  If such Participant
incurs a Separation From Service or dies prior to the end of the fixed period,
Article 8 shall govern the payment of his or her Accounts.

    


    6.2           Form
of Payment

    


    If a
Participant has elected to defer receipt of his or her compensation for a fixed
number of years, payment of such amount shall be made in cash in a single
lump-sum.

    


    6.3           Valuation

    


    The
amount of the lump-sum due the Participant shall be valued as of the Valuation
Date in August in the year following the termination of the deferral
period.

    


    6.4           Time
of Payment

    


    Payment
shall be made in the year following the termination of the deferral period on a
date selected by the Chief Human Resources Officer and Senior Vice President,
Eastman Kodak Company.

    


    



    
      
         


      

      
        11

        
        

      

      
         


      

    


    Article
7          Investment
Elections

    


    The
provisions of this Article 7 shall only apply to SOG Participants.

    


    7.1           Elections

    


    
      	
               
      

            	
              A.

            	
              In
      General.  Subject to Section 7.1(B), a SOG 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
      Compensation Committee on or prior to such
date.

            


    

    


    
      	
               
      

            	
              B.

            	
              Elections to Defer For A Fixed
      Period During Employment.  A SOG Participant may not
      transfer to his or her Stock Account any amount subject to an election to
      defer for a fixed number of years pursuant to Article 6, nor may he or she
      transfer to his or her Stock Account any interest that has accrued on such
      amount.

            


    

    


    7.2           Election
into the Stock Account

    


    If a SOG
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
coincident with or immediately preceding 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 SOG
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 coincident with or immediately
preceding the election's Effective Date; and (ii) his or her Stock account shall
be reduced by the number of units elected to be transferred.

    



    
      
         


      

      
        12

        
        

      

      
         


      

    


    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 SOG
Participant who had a balance in his or her Stock Account on the record date for
such dividend.  The number of units that shall be credited to the
Stock Account of such a SOG 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 SOG 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 SOG Participant who had a balance in his or her Stock
Account on the record date for such dividend.  The number of units
that shall be credited to the Stock Account of such a SOG Participant shall
equal the number of shares of Common Stock which the SOG 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 SOG 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 Compensation
Committee shall, in its sole and absolute discretion, take whatever action it
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 SOG 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 6, 8 and 11.  For purposes of a distribution pursuant to
Article 6, 8, or 11, the number of units to be distributed from a SOG
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
coincident with or immediately preceding the date such distribution is to
occur.  Pending the


    
      
         


      

      
        13

        
        

      

      
         


      

    


    complete
distribution under Section 8.2 or liquidation under Section 7.8 of the Stock
Account of a SOG Participant who has terminated his or her employment with the
Company, the SOG 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.

    


    7.8           Liquidation
of Stock Account

    


    The
provisions of this Section 7.8 shall be applicable if on the second anniversary
of the SOG Participant's retirement or, if earlier, Separation From Service with
the Company, the SOG Participant has a balance remaining in his or her Stock
Account.  In such case, effective as of the first day of the first
calendar month immediately following the date of such second anniversary, the
entire balance of the SOG Participant's Stock Account shall automatically be
transferred to his or her Deferred Compensation Account and, he or she shall
thereafter be ineligible to transfer any amounts to his or her Stock
Account.  For purposes of valuing the units of Common Stock subject to
such a transfer, the method described in Section 7.3 shall be used.

    


    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 Articles 6 and 11.

    


    8.2           Manner
of Payment

    


    
      	
               
      

            	
              A.

            	
              With
      respect to Grandfathered Dollars, payment of a Participant's Accounts
      shall be made at the sole discretion of the Compensation Committee in a
      single sum or in annual installments; provided, however, that payment in
      the event of death shall be made in accordance with Section
      8.6.  The maximum number of installments is ten.  All
      payments from the Plan shall be made in cash.  Nothing herein
      prohibits or requires payment of Grandfathered Dollars in the same manner
      as the remaining portion of the Participant’s Accounts is paid under (B)
      below.

            


    

    


    
      	
               
      

            	
              B.

            	
              With
      respect to benefits other than Grandfathered Dollars, a Participant shall
      be permitted to file a distribution election, and distributions of such
      deferred compensation amounts shall be made in accordance with the
      Participant’s election (provided that death benefits shall be distributed
      as provided in Section 8.6).  A Participant may elect to have
      such deferred compensation amounts paid in the form of a lump sum, or in
      the form of annual installment payments to be paid over
  a

            


    


    
      
         


      

      
        14

        
        

      

      
         


      

    


    
      	
               
      

            	
              period
      not to exceed ten years.  Participants must file such elections
      upon commencement of participation in the Plan.  For those
      Participants who were already Participants on January 1, 2005,
      distribution of benefits other than Grandfathered Dollars shall be
      determined as follows:

            


    

     

     

    
      
      

    

    
      	
               
      

            	
              1)

            	
              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.


            




    
      	
               
      

            	
              2)

            	
              If
      no such election was filed, in the form of a lump-sum payment in
      accordance with Section 8.3.

            


    

    


    For those
Participants who were not already Participants on January 1, 2005, but who fail
to file a timely election, payment will be made in the form of a lump-sum
payment in accordance with Section 8.3.

    


    Distribution
elections under this Section do not apply to amounts which are payable under
Article 6 rather than under this Article.

    


    8.3           Timing

    


    Payments
shall commence in accordance with the following on a date selected by the Chief
Human Resources Officer and Senior Vice President, Eastman Kodak Company, within
the specified payment year:

    


    
      	
               
      

            	
              A.

            	
              With
      respect to Grandfathered Dollars, payments shall commence in any year
      designated by the Compensation Committee up through the tenth year
      following the year of the Participant’s Separation from Service, provided
      that if a Participant has incurred a Separation from Service prior to the
      beginning of the year in which he reaches age 71, payments must commence
      no later than the year the Participant reaches age 71, and if a
      Participant has not incurred a Separation from Service as of the beginning
      of the year he reaches age 71, payments must commence in the year after
      the year in which the Participant incurs a Separation from
      Service.  Nothing herein prohibits or requires payment of
      Grandfathered Dollars in the same manner as the remaining portion of the
      Participant’s Accounts is paid under (B) below.  Notwithstanding
      the preceding sentence of this Section 8.3, payment in the event of death
      shall be made in accordance with Section
8.6.

            


    


    
      
         


      

      
        15

        
        

      

      
         


      

    


    
      	
               
      

            	
              If
      a Participant is reemployed while receiving benefits, the Committee shall
      determine whether benefits will continue during reemployment or be
      suspended.

            


    

    


    
      	
               
      

            	
              B.

            	
              With
      respect to benefits other than Grandfathered Dollars, payments shall
      commence in the year selected by the Participant pursuant to the election
      filed under Section 8.2(B).  The Participant may select any year
      following the year of his or her Separation from Service
      up through the tenth year following the year of the Participant’s
      Separation from Service, provided that if a Participant has incurred a
      Separation from Service prior to the beginning of the year in which he
      reaches age 71, payments must commence as of the earlier of the selected
      year or the year the Participant reaches age 71, and if a Participant has
      not incurred a Separation from Service as of the beginning of the year in
      which he reaches age 71, payments must commence in the year after the year
      in which the Participant incurs a Separation from
      Service.  Notwithstanding the foregoing, distribution elections
      under this Section do not apply to amounts which are payable under Article
      6 rather than under this Article, and payment in the event of death shall
      be made in accordance with Section
8.6.

            


    

    
      
      

    

    


    By way of
clarification, a Participant’s election of payment in the form of installments
pursuant to Section 8.2 may provide that payment of the benefits governed by
such election will commence in any of years one through ten after Separation
from Service, provided that payments must commence no later than the year in
which the Participant reaches age 71 (or the year after the year the Participant
incurs a Separation from Service, if later).

    


    A
Participant’s reemployment shall not affect the timing of payment of the portion
of his Account payable on account of his original Separation From
Service.   The Participant may file a new election for future
contributions upon his commencement of participation following his
re-employment.

    


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

    


    
      	
               
      

            	
              1)

            	
              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.

            


    


    
      
         


      

      
        16

        
        

      

      
         


      

    


    
      	
               
      

            	
              2)

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

            


    

    


    For those
Participants who were not already Participants on January 1, 2005, but who fail
to file a timely election, payment will be made in the first full calendar year
following Separation from Service.

    


    The Chief
Human Resources Officer and Senior Vice President, Eastman Kodak Company, shall
designate the actual date by which payment is to be made within a year, provided
that payment must in all cases be made no earlier than January 1st and no
later than December 31st of the
year in which payment becomes due.  However, 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 selected payment date for the
year in which payment is due is within the six-month waiting period, payment
instead will be made as soon as practicable after the expiration of such period
(and in any case within 90 days after such expiration).

    


    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 determined by the Compensation Committee (with respect to
Grandfathered Dollars) and/or required under a distribution election (with
respect to benefits other than Grandfathered Dollars) to be paid in installments
and the Participant has a balance in his or her Stock Account at the time of the
payment of an installment, the amount that shall be distributed from his or her
Stock Account shall be the amount obtained by multiplying the total amount of
the installment determined in accordance with the immediately preceding sentence
by the percentage obtained by dividing the balance in the Stock Account as of
the immediately preceding Valuation Date by the total value of the Participant’s
Accounts as of such date.  Similarly, in such case, the amount that
shall be distributed from the Participant’s 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 date.  The calculations described in
this Section shall be performed separately for the portion of Accounts
attributable to Grandfathered Dollars and for the other portion of the
Accounts.

    



    
      
         


      

      
        17

        
        

      

      
         


      

    


    8.5           Termination
of Employment with Respect to Eastman Chemical Company Spin-Off

    


    Anything
herein to the contrary notwithstanding, Participants who ceased to be employed
by Kodak or any Subsidiary of Kodak and were employed by Eastman Chemical
Company or one of its subsidiaries in connection with the distribution of the
common stock of Eastman Chemical Company to the shareholders of Kodak in 1994,
were not considered to have terminated employment for purposes of this
Plan.

    


    8.6           Payment
of Deferred Compensation After Death

    


    If a
Participant dies prior to complete payment of his or her Accounts, the
provisions of this Section 8.6 shall become operative.

    


    
      	
               
      

            	
              A.

            	
              Stock
      Account.  Effective as of the date of a SOG Participant's
      death, the entire balance of his or her Stock Account shall be transferred
      to his or her Deferred Compensation Account.  For purposes of
      valuing the units of Common Stock subject to such a transfer, the deceased
      SOG 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 SOG 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 SOG
      Participant's Deferred Compensation Account shall be eligible for transfer
      to the deceased SOG Participant's Stock Account by any person, including,
      but not by way of limitation, the deceased SOG 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 on forms supplied by the Compensation
      Committee; 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).

            


    

    



    
      
         


      

      
        18

        
        

      

      
         


      

    

    8.7           Acceleration
of Payment for Hardship

    


    Upon
written approval from Kodak's Chairman of the Board (the Compensation Committee,
in the case of a request from the Chairman of the Board) a Participant,
whether or not he or she is still employed by Kodak or any Subsidiary, may be
permitted to receive all or part of his or her Accounts if the Chairman of the
Board (or the Compensation Committee, when applicable) determines that an
emergency event beyond the Participant's control exists which would cause such
Participant severe financial hardship if the payment of his or her Accounts were
not approved.  By way of clarification, regardless of whether a
Participant’s Accounts consist of Grandfathered Dollars, benefits other than
Grandfathered Dollars, or both, distribution shall be permitted only to the
extent that the emergency event constitutes an “unforeseeable emergency”
within
the meaning of Code section 409A.  An “unforeseeable emergency” is a
severe financial hardship to the Participant resulting from an illness or
accident of the Participant, the Participant’s spouse, the Participant’s
beneficiary or the Participant’s dependent(s) (as defined in Code section 152
without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)) or loss of the
Participant’s property due to casualty or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant (as contemplated by Code section 409A and the Treasury
regulations).

    


    Any such
distribution for hardship shall be limited to the amount needed to meet such
emergency.  If such a distribution occurs while the Participant is
employed by Kodak or any Subsidiary, any election to defer compensation for the
year in which the Participant receives a hardship withdrawal shall be
ineffective as to compensation earned for the pay period following the pay
period during which the withdrawal is made and thereafter for the remainder of
such year and shall be ineffective as to any wage dividend or any other
compensation elected to be deferred for such year.

    


    8.8           Accelerated
Distribution

    


    
      	
              A.  

            	
              In
      General.  Notwithstanding any other provision of the
      Plan, a Participant may elect an Accelerated Distribution from the portion
      of his or her Deferred Compensation Account attributable to Grandfathered
      Dollars, subject to the restrictions set forth in this Section
      8.8.

            


    

    


    
      	
              B.  

            	
              Accounts.  An
      Accelerated Distribution may only be made from a Participant’s Deferred
      Compensation Account, not from the Participant’s Stock
      Account.  Amounts in a Participant’s Accounts which are not
      attributable to Grandfathered Dollars cannot be distributed under this
      Section 8.8 under any
circumstances.

            


    

    


    
      	
              C.  

            	
              Election
      Form.  The election to take an Accelerated Distribution
      will be made by filing a form provided by and filed with
      Kodak.

            


    

    


    
      	
              D.  

            	
              Time of
      Election.  To be processed in the same year in which an
      election is made, an Accelerated Distribution election must be 
      received by Kodak on or prior to November 30.  Elections made after
      this date will not be processed until the immediately following year.
      

            


    


    
      
         


      

      
        19

        
        

      

      
         


      

    


    
    

    


    
      	
              E.  

            	
              Amount.  The
      amount of the Accelerated Distribution election will be not less than 25%
      of the portion of a Participant’s Deferred Compensation Account
      attributable to Grandfathered Dollars as of the date Kodak processes the
      Participant’s election.

            


    

     

    
      	
              F.  

            	
              Date
      of Distribution.  Subject to Section 8.8(D), the amount
      of theAccelerated Distribution will be paid in a single
      payment  within 30days of Kodak’s receipt of the election or as
      soon thereafter as is administratively
possible.

            


    

     

    
      	
              G.  

            	
              Early Distribution Penalty.  All
      Accelerated Distributions will be subject to a 10% penalty. 
      Consequently, if a Participant requests an Accelerated Distribution of the
      entire amount of Grandfathered Dollars in his or her Deferred Compensation
      Account, 10% of the amount will be permanently forfeited and Kodak will
      have no obligation to either the Participant or his or her beneficiary
      with respect to such forfeited amount.  If a Participant receives an
      Accelerated Distribution of 25% or more of the Grandfathered Dollars in
      his or her Deferred Compensation Account, the Participant will forfeit 10%
      of the gross amount to be distributed from the Participant's Deferred
      Compensation Account and Kodak will have no obligatin to either the
      Participant or his or her beneficiary with respect to such forfeited
      amount. 

            




    
      	
              H.  

            	
              Limit on Accelerated Distributions. 
      A Participant may not receive more than one Accelerated Distribution in
      any calendar year.  

            


    

     

    
    

    
      	
              I.  

            	
              Further
      Deferrals.  A Participant who receives an
      AcceleratedDistribution will not be eligible to make deferrals under the
      Plan forthe calendar year commencing after his or her receipt of
      theAccelerated Distribution.  The Participant may file a new
      election during the Enrollment Period for any subsequent calendar year, if
      the Participant is otherwise eligible to participate in the
      Plan.

            




     

    
      	
              J.  

            	
              Rules Adopted by the Compensation
      Committee.  The Compensation Committee will have the authority
      to adopt additional rules relating to Accelerated Distributions.  
      

            


    

     

    
      	
              K.  

            	
              Tax Withholding.  Accelerated
      Distribution payments will be paid subject to all withholding taxes
      required under applicable law.    
  

            


    

    


    
    

    


    
    


    
      
         


      

      
        20

        
        

      

      
         


      

    


    Article
9          Administration

    


    9.1           Responsibility

    


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

    


    9.2           Authority
of the Compensation Committee

    


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

    


    9.3           Discretionary
Authority

    


    The
Compensation Committee shall have full discretionary authority in all matters
related to the discharge of its responsibilities and the exercise of its
authority under the Plan including, without limitation, its construction of the
terms of the Plan and its determination of eligibility for participation and
benefits under the Plan.  It is the intent of the Plan that the
decisions of the Compensation Committee and its 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
Compensation Committee may delegate some or all of its authority under the Plan
to any person or persons provided that any such delegation be in
writing.

    


    Article
10        Miscellaneous

    


    10.1         Non-Competition
Provision

    


    If a
Participant, without the written consent of Kodak, engages either directly or
indirectly, in any manner or capacity, as principal, agent, partner, officer,
director, employee, or otherwise, in any business or activity competitive with
the business conducted by Kodak or any Subsidiary, while a balance remains
credited to his or her Account, the Company may, in its sole discretion, pay to
the Participant the balance


    
      
         


      

      
        21

        
        

      

      
         


      

    


    of
Grandfathered Dollars credited to his or her Deferred Compensation Account
and/or Stock Account.  This provision shall not apply to benefits
other than Grandfathered Dollars.

    


    10.2         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 the Company.  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.

    


    10.3         No
Right to Continued Employment

    


    Participation
in the Plan shall not give any employee any right to remain in the employ of the
Company.  The Company reserves the right to terminate any Participant
at any time.

    


    10.4         Statement
of Account

    


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

    


    10.5         Assignability

    


    Neither
the Participant nor the Company shall have the right to assign any rights or
obligations under the Plan.  However, the Plan shall inure to the
benefit of and be binding upon the successors of the Company.

    


    10.6         Deductions

    


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

    


    10.7         Amendment

    


    The Plan
may at any time or from time to time be amended, modified, or terminated by the
Compensation Committee.  However, no amendment, modification, or
termination shall, without the consent of a Participant, adversely affect the
amount of 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.

    



    
      
         


      

      
        22

        
        

      

      
         


      

    


    10.8         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.

    


    10.9         Compliance
with Securities Laws

    


    Subject
to the limitations imposed by Code section 409A, the Compensation Committee may,
from time to time, impose additional, or modify or eliminate existing,
Plan restrictions and requirements, including, but not by way of limitation, the
restrictions regarding a SOG 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 8.6(A), as it deems necessary, advisable
or appropriate in order to comply with applicable federal and state securities
laws.  All such restrictions shall be accomplished by way of written
administrative guidelines adopted by the Compensation Committee, and shall be in
compliance with Code section 409A and the Treasury regulations
thereunder.

    


    10.10       Diconix
Deferred Compensation

    


    The
deferred compensation accounts maintained by Research Boulevard Realty Co., Inc.
(formerly Diconix, Inc.) pursuant to the Diconix, Inc. Deferred Compensation
Plan shall be treated as Deferred Compensation Accounts under this Plan and
shall be subject to all the terms and conditions of this Plan.

    


    10.11       NexPress
Solutions, Inc. Deferred Compensation Accounts

    


    Deferred
Compensation Accounts shall be established under the Plan for each person whose
benefit obligation under the NexPress Solutions, LLC Nonqualified Deferred
Compensation Plan (sponsored by NexPress Solutions, Inc.) (the “NexPress Plan”)
is assumed by Kodak as of the date the NexPress Plan terminated in 2005 and who
does not receive payment in full at the time of termination of the NexPress
Plan.

    


    
      	
               
      

            	
              A.

            	
              Any
      such person’s Deferred Compensation Account shall be credited with the
      amount of the benefit obligation not paid to the person upon termination
      of the NexPress Plan.  Notwithstanding any provision in the Plan
      to the contrary, such a person shall be considered a Participant or
      beneficiary, as applicable, under the Plan for purposes of the Deferred
      Compensation Account established pursuant to this Section, regardless of
      whether such person is otherwise eligible to be a Participant in the
      Plan.  However, no person may make additional deferrals under
      the Plan unless he or she is eligible to do so in accordance with the
      terms of the Plan.

            


    


    
      
         


      

      
        23

        
        

      

      
         


      

    


    
      	
               
      

            	
              B.

            	
              Deferred
      Compensation Accounts established pursuant to this Section shall be
      subject to all the terms and conditions of this Plan and valid Participant
      elections under this Plan as well as the requirements of Code section
      409A.  Participants are authorized to make distribution
      elections with respect to such Deferred Compensation Accounts on or before
      December 31, 2005 and otherwise in accordance with the terms of the Plan
      and Code section 409A.

            


    

    


    
      	
               
      

            	
              C.

            	
              Benefit
      obligations assumed by Kodak as described in this Section and the Deferred
      Compensation Accounts reflecting such obligations shall be subject to Code
      section 409A.

            


    

    


    
      	
               
      

            	
              D.

            	
              It
      is acknowledged that the NexPress Plan permitted its participants to elect
      to receive all or part of their benefits in 2005, pursuant to the
      transition rule of Q & A – 20 of IRS Notice 2005-1, as reflected by
      timely amendments to such plan.  For the avoidance of doubt, no
      such election rights shall apply to Deferred Compensation Accounts under
      the Plan.

            


    

    


    Article
11        Change in Control

    


    11.1          Background

    


    The terms
of this Article 11 shall immediately become operative, without further action or
consent by any person or entity, upon a Change in Control, and once operative
shall supersede and control over any other provisions of this Plan.

    


    11.2          Payment
of Deferred Compensation

    


    Upon a
Change in Control, each Participant, whether or not he or she is still employed
by Kodak or any Subsidiary, 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

    


    On or
after a Change in Control, no action, including, but not by way of limitation,
the amendment, suspension or termination of the Plan, shall be taken which would
affect the rights of any Participant or the operation of this Plan with respect
to the balance in the Participant's Accounts, 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).



    


    



    
      
         


      

      
        24

        
        

      

      
         


      

    


    


    


    


    Schedule
A

    


    


    


    Eastman
Gelatine Corporation

    Eastman
Kodak International Capital Company, Inc.

    


    


    


    


    


    


    


    


    


    


    


    



    
       

      
        25