exhibit106.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                                                                                                           EXHIBIT
(10.6)

    


    EASTMAN
KODAK COMPANY

    


    Administrative
Guide for the 2006-2007 Performance Cycle

    of
the Leadership Stock Program

    under
Article 7 (Performance Awards) of the

    2005
OMNIBUS LONG-TERM COMPENSATION PLAN

    


    


        ARTICLE
1.  INTRODUCTION                                                                                                                                  
           2

        ARTICLE
2.  DEFINITIONS                                                                                                                                                   
4

        ARTICLE
3.  PARTICIPATION                                                                                                                                          
  7         

        ARTICLE 4.  FORM
OF
AWARDS                                                                                                                                
     
8               

               
ARTICLE 5.  AWARD ALLOCATION                                                      
  9

        ARTICLE
6.  ESTABLISING PERFORMANCE FACTORS                                         
 10        

        ARTICLE
7.  DETERMINATION OF EARNED
AWARDS                                                                                             
12

        ARTICLE
8.  PRECONDITIONS TO RECEIPT OF AN EARNED
AWARD                                                               
13

        ARTICLE
9.  PAYMENT OF
AWARDS                                                                                                                             
16

        ARTICLE
10.  DIVIDEND
EQUIVALENTS                                                                                                                       
17

        ARTICLE
11.  MISCELLANEOUS                                                                                                                                      
19                             

        EXHIBIT A - TARGET
ALLOCATION RANGE (SECTION
5.1)                                                                                   
21

        EXHIBIT B -
PERFORMANCE GOAL (SECTION 6.2) AND PERFORMANCE FORMULA (SECTION
6.3)       21

    



    
      
        
          As
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    EASTMAN
KODAK COMPANY

    


    Administrative
Guide for the 2006-2007 Performance Cycle

    of
the Leadership Stock Program

    under
Article 7 (Performance Awards) of the

    2005
Omnibus Long-Term Compensation Plan

    


    


     ARTICLE
1.  INTRODUCTION

     

    


    1.1           Background

    


    Under
Article 7 (Performance Awards) of the 2005 Omnibus Long-Term Compensation Plan
(the “Plan”), the
Executive Compensation and Development Committee of Kodak’s Board of Directors
(the “Committee”) may,
among other things, award the opportunity to earn shares of Common Stock to
those Participants as the Committee in its discretion may determine, subject to
such terms, conditions and restrictions as it deems appropriate.  This
Administrative Guide was originally adopted by the Committee at its March 27,
2006 meeting, and was amended and restated by the Committee at its October 17,
2006 meeting, effective January 1, 2006.

    


    1.2           Purpose

    


    This
Administrative Guide governs the Committee’s grant of Awards under Article 7 of
the Plan pursuant to a subprogram that is hereinafter referred to as the
“Leadership Stock Program,” to be effective as of January 1, 2006, by which the
Committee will award the opportunity to earn shares of Common Stock for the
Cycle to (a) all executives employed by Kodak world-wide in wage grades 48 and
higher, and (b) certain designated senior-level executives employed by Kodak
Subsidiaries, with the objectives of improving the relationship between
controllable performance and realized compensation and enhancing the focus on
long-term operating goals.  It is expected that improvement in these
areas will have a corollary effect upon the price of the Common
Stock.

    


    In
addition, this Administrative Guide is intended to establish those requirements
necessary to ensure that the Cycle’s Awards will be treated as performance-based
compensation for the purposes of Section 162(m) of the Code.  These
requirements include establishment of the Cycle’s Performance Criteria,
performance goals under the Performance Criteria and Performance
Formula.

    


    1.3           Administration

    


    The
Leadership Stock Program shall be administered by the Committee.  The
Committee is authorized to issue this Administrative Guide and to make changes
in this Administrative Guide as it from time to time deems proper. The Committee
is authorized to interpret and construe the 


    
      
        
          As
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    Leadership
Stock Program and this Administrative Guide, to prescribe, amend, and rescind
rules and regulations relating to each, and to make all other determinations
necessary, appropriate or advisable for the administration of the Leadership
Stock Program.  If there are any inconsistencies between the terms of
this Administrative Guide and the terms of the Plan, the terms of the Plan will
control. Any
determination by the Committee in carrying out, administering or construing the
Leadership Stock Program will be final and binding for all purposes and upon all
interested persons and their heirs, successors and personal
representatives.  The Committee is authorized to suspend or terminate
the Leadership Stock Program, at any time, for any reason, with or without prior
notice.  Notwithstanding any provision herein to the contrary, the
Company's Director, Human Resources is authorized to round fractional shares
arising in any way under the Plan either up or down with respect to any or all
Participants, for ease of administration or some other reasonable
purpose.

    


    


    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


     ARTICLE
2.  DEFINITIONS

    
 

    Any
defined term used in this Administrative Guide, other than those set forth in
this Article 2 or defined within another Article of this Administrative Guide,
will have the same meaning for purposes of this document as that ascribed to it
under the terms of the Plan.

    


    2.1           Approved
Reason

    


    “Approved
Reason” means, with regard to all Participants other than a Participant who is
subject to Section 16 of the Exchange Act or a Covered Employee, a reason for
terminating employment which, in the opinion of the CEO, is in the best
interests of the Company.  With regard to a Participant who is subject
to Section 16 of the Exchange Act or is a Covered Employee, “Approved Reason”
means a reason for terminating employment which, in the opinion of the
Committee, is in the best interests of the Company.

    


    2.2           Award
Payment Date

    


    “Award
Payment Date” is the date payment of an Award in the form of shares of Common
Stock is credited to the Participant’s account with Kodak’s transfer agent
pursuant to Section 9.3.

    


    
      	
              2.3

            	
              Cycle

            


    

    


    “Cycle”
or “Performance Cycle” means the two-year period commencing on January 1, 2006
and ending December 31, 2007.

    


    2.4           Digital
Earnings from Operations

    


    "Digital
Earnings from Operations" or "DEFO" means, as calculated in accordance with
generally accepted accounting principles consistently applied, total earnings of
the Company's digital strategic product groups included within segment earnings
from continuing operations, before (i) interest, (ii) other income (charges),
net, and (iii) income taxes.

    


    


    2.5           Enrollment
Period

    


    “Enrollment
Period” means the single period of consecutive days, designated by the
Committee.


    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    


    2.6           Interest
Rate

    


    Intentionally
Omitted

    


    2.7           Joint
Venture

    


    “Joint
Venture” means a corporation or other business entity in which the Company has
an ownership interest of fifty percent (50%).

    


    2.8           Participant
Account

    


    “Participant
Account” means the account established by the Company for each Participant who
is granted an Award under the Leadership Stock Program to record and account for
the grant of the Award and any dividend equivalents that are to be credited to
the Account pursuant to Article 10, until such time as the balance in the
Account is paid, canceled, forfeited or terminated, as the case may
be.

    


    2.9           Performance
Criteria

    


    “Performance
Criteria” means, with respect to the Leadership Stock Program, the criteria of
Digital Earnings from Operations that will be used to establish the Performance
Goal for the Performance Cycle, as described in Article 6.

    


    
      	
              2.10

            	
              Performance
      Cycle

            


    

    


    “Performance
Cycle” has the meaning specified in Section 2.3.

    


    2.11         Performance
Goal

    


    “Performance
Goal” means, with respect to the Performance Cycle of the Leadership Stock
Program, the goal based upon the Performance Criteria and established by the
Committee, as more particularly described in Article 6.

    


    2.12         Target
Allocation

    


    “Target
Allocation” means, for the Performance Cycle of the Leadership Stock Program,
the target allocation amount, expressed as a number of units of Common Stock,
allocated to a Participant prior to the start of the Performance Cycle pursuant
to Section 5.2.

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    2.13         Target
Allocation Range

    


    “Target
Allocation Range” has the meaning, for the Performance Cycle of the Leadership
Stock Program, set forth in Section 5.1.

    


    2.14         Unit

    


    “Unit”
means a bookkeeping entry used by the Company to record and account for the
amount of an Award granted to a Participant and any dividend equivalents that
are to be credited to the Participant’s Account pursuant to Article 10, even
though such Award and dividend equivalents have not yet been earned, until such
time as the balance in the Account is paid, canceled, forfeited, or terminated,
as the case may be.  Units are expressed in terms of one Unit being
the equivalent of one share of Common Stock.

    


    2.15         Vesting
Date

    


    “Vesting
Date” shall mean the date that is one (1) year following the end of the
Performance Cycle, except that the Vesting Date may be an earlier date with
respect to any particular Participant under the circumstances described in
Section 8.2  (Death, Disability, Retirement or Termination for an
Approved Reason) and 8.4 (Divestiture to an Unrelated Third Party)
below.


    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    


     ARTICLE
3.  PARTICIPATION

     

    


    3.1           In
General

    


    The
Participants who are eligible to participate in this Cycle of the Leadership
Stock Program are those executives who, as of the first day of the Cycle, are
either employed by Kodak world-wide in wage grades 48 and higher, or are
senior-level executives employed by Kodak Subsidiaries.  The CEO will
make recommendations for participation for this Cycle of the Leadership Stock
Program from among those eligible Participants.  Participants for this
Cycle of the Leadership Stock Program will be designated by the Committee from
those recommended by the CEO.  A schedule of such Participants is
maintained by Kodak’s Worldwide Total Compensation Group.

    


    3.2           New
Participants

    


    No person
may become eligible to participate in this Cycle of the Leadership Stock Program
after the first day of the Cycle, whether as a result of a job change or
otherwise.

    


    3.3           Termination
of Participation

    


    A
Participant’s participation in this Cycle of the Leadership Stock Program is
subject to immediate termination upon the Participant’s termination of
employment from the Company.  In the case of the Participant’s
termination of employment on or before the Vesting Date, the Participant will no
longer be eligible to receive an Award for the Cycle and consequently, will
forfeit any and all rights to receive payment on account of an Award for the
Cycle, except as specified in Section 8.2  (Death, Disability,
Retirement or Termination for an Approved Reason), Section 8.3 (Divestiture to a
Joint Venture) and Section 8.4 (Divestiture to an Unrelated Third
Party).

    


    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


     ARTICLE
4.  FORM OF AWARDS

     

    


    4.1           Form
of Awards

    


    Awards
granted under the Leadership Stock Program provide Participants with the
opportunity to earn shares of Common Stock, subject to the terms and conditions
contained in this Administrative Guide and the Plan.  Each Award
granted under the Leadership Stock Program shall be expressed as a fixed number
of Units that will be equivalent to an equal number of shares of Common
Stock.  The fixed number of Units that are allocated to a Participant
by the Committee prior to the start of the Performance Cycle is referred to
herein and in the Plan as the Target Allocation.

    


    4.2           Participant
Account

    


    The
Company will establish a Participant Account for each Participant who is granted
an Award.

    


    4.3           Participant’s
Account Unfunded

    


    The
maintenance of individual Participant Accounts is for bookkeeping purposes only;
the Units recorded in the account are not actual shares of Common
Stock.  The Company will not reserve or otherwise set aside any Common
Stock for or to any Participant Account.  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 Participant Account.  As
more specifically described in Article 11, until the Committee has certified the
Award earned by a Participant pursuant to the procedure referred to in Article 7
of this Guide, no additional Units will be credited for dividends that may be
paid on the Company’s Common Stock.

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


     ARTICLE
5.  AWARD ALLOCATION

     

    


    5.1           Target
Allocation Range

    


    The
attached Exhibit “A” shows by wage grade the range of the number of Units that
an eligible Participant could be allocated with respect to the Performance Cycle
(the “Target Allocation
Range”).  Exhibit “A” also shows the midpoint for the Target
Allocation Range for each wage grade.

    


    5.2           Establishing
the Target Allocation

    


    No later
than November 9, 2005, each Participant’s unit management will review the
Participant’s most recent GOLD relative leadership assessment and, based upon
that assessment, recommend the fixed percentage (from 0% – 150%) to be applied
to the midpoint of the Target Allocation Range applicable to that Participant to
determine the fixed number of Units that will be allocated to that
Participant.

    


    The unit
management’s recommendation will be made to the CEO, except in the case of a
Participant who is subject to Section 16 of the Exchange Act or a Covered
Employee, in which case the recommendation is to be made to the
Committee.

    


    Prior to
the first day of the Cycle, the fixed number of Units that are allocated to a
Participant will be established by the CEO, except in the case of a Participant
who is subject to Section 16 of the Exchange Act or a Covered Employee, in which
case the fixed number of Units that are allocated to a Participant will be
established by the Committee.  No change will be made to the fixed
number of Units allocated to a Participant as a result of a promotion or
demotion that occurs after the Units are allocated, provided the Participant
remains eligible as of the first day of the Cycle.  Participants who
become newly eligible after November 9, 2005 will be allocated the fixed number
of Units that is equal to the midpoint of the Target Allocation Range applicable
to that Participant.

    


    The fixed
number of Units allocated to a Participant prior to the start of the Performance
Cycle is referred to herein as the “Target
Allocation.”

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


     ARTICLE
6.  ESTABLISING PERFORMANCE FACTORS

     

    


    6.1           Performance
Criteria

    


    The
Committee has selected Digital Earnings from Operations as the “Performance Criteria” for
purposes of establishing the Performance Goal for the Performance
Cycle.

    


    6.2           Performance Goal

    


    No later
than its regularly scheduled meeting for the month of February in the first year
of the Performance Cycle, the Committee shall establish the target amount of
Digital Earnings from Operations for each of the two calendar years of the
Performance Cycle that, when aggregated, will serve as the “Performance Goal” for purposes
of assessing the Company’s performance during the entire Performance
Cycle.

    


    The
Committee will also establish the minimum aggregate amount of Digital Earnings
from Operations for the two calendar years of the Performance Cycle (the “Minimum Performance Goal”)
that will serve as the minimum actual Digital Earnings from Operations for the
entire Performance Cycle that will be necessary in order for any amount of an
Award to be considered to have been earned by the Participants for the
Performance Cycle.

    


    The
Committee will cause the Performance Goal and the Minimum Performance Goal to be
documented in an Exhibit “B” to this Administrative Guide.

    


    6.3           Performance
Formula

    


    The
“Performance Formula,”
which will determine the amount of an Award that will be considered to have been
earned by a Participant, is as follows:

    


    Award Earned = Target Allocation x
Applicable Performance Percentage

    


    The
Company’s actual Digital Earnings from Operations for the entire Performance
Cycle in relation to the Performance Goal shall be used to determine the
Applicable Performance Percentage.

    


    No later
than its regularly scheduled meeting for the month of February in the first year
of the Performance Cycle, the Committee shall establish the specific formula by
which the Applicable Performance Percentage will be determined.


    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    The
Committee will cause the Performance Formula that is to be used to establish the
Applicable Performance Percentage to be documented in an Exhibit “B” to this
Administrative Guide.


    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


     ARTICLE
7.  DETERMINATION OF EARNED AWARDS

     

    


    7.1           Certification

    


    Following
the completion of the Performance Cycle, the Committee shall meet to review and
certify in writing whether, and to what extent, the Performance Goal for the
Performance Cycle has been achieved.  If the Committee certifies that
the Minimum Performance Goal has been achieved, it shall, based upon application
of the Performance Formula to the Performance Goal for this Cycle, also
calculate and certify in writing the Applicable Performance
Percentage.  The Committee shall then determine and certify the actual
amount of each Participant’s Award that has been earned for the Performance
Cycle, with any fractional shares being rounded up to a whole
share.

    


    7.2           Negative
Discretion

    


    Notwithstanding
any provision contained herein to the contrary, in determining the actual amount
of an individual Award to be deemed earned for the Cycle, the Committee may,
through the use of Negative Discretion, reduce or eliminate the amount of the
Award that would otherwise be earned by application of the Performance Formula,
if, in its sole judgment, such reduction or elimination is
appropriate.

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    ARTICLE
8.  PRECONDITIONS TO RECEIPT OF AN EARNED AWARD

     

    


    8.1           Continuous Employment Until
Payment

    


    A
Participant must remain continuously employed with the Company (in any wage
grade) at all times from the first day of the Cycle through the Vesting Date in
order to remain eligible for an Award.  If a Participant’s employment
with the Company ceases during this period for any reason, the Participant will
forfeit the entire number of Units that have been allocated to him or her for
the Cycle (including any Units that are earned but not vested) and any dividend
equivalents that have been credited to the Account pursuant to Article 10
hereof.  The limited exceptions to the requirements of this Section
8.1 are specified in Sections 8.2, 8.3 and 8.4 below.

    


    8.2           Death, Disability, Retirement, or
Termination for an Approved Reason before the Vesting Date

    


    Notwithstanding
any provision contained in this Article 8 to the contrary, if prior to the
Vesting Date, a Participant’s employment with the Company ceases for an Approved
Reason or as a result of his or her death, Disability or Retirement, and if such
Participant had been employed with the Company for the entire first year of the
two years in the Performance Cycle, such Participant shall be entitled to
receive a pro-rata Award calculated according to the formula set forth in
Section 8.5 below.

    


    In the
event a Participant’s employment with the Company ceases at any time during the
first of the two years in the Performance Cycle (whether for an Approved Reason
or as a result of his or her death, Disability or Retirement), the Participant
will no longer be eligible for an Award for such Cycle and, consequently, will
forfeit any and all rights to receive an Award for such Cycle.

    


    For
purposes of Section 9.1, the Vesting Date of a Participant entitled to receive a
pro-rata Award pursuant to Section 8.2 shall be deemed to be the date the
Committee has certified the Company’s performance for the entire Performance
Cycle as provided in Section 7.1.


    
      
        
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Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    8.3           Divestiture
to a Kodak Joint Venture

    


    Notwithstanding
any provision contained in this Article 8 to the contrary, if prior to the
Vesting Date, a Participant’s employment with the Company ceases as a result of
the Company’s sale or other disposition to a Joint Venture of the business unit
in which the Participant was employed, such Participant will be entitled to
receive a pro-rata Award, calculated according to the formula set forth in
Section 8.5 below, provided that (a) his
or her employment with the Company ceases after the first of the two years in
the Performance Cycle, and (b) such Participant is employed by either the
Company or such Joint Venture at all times from the first day of the Cycle
through the Vesting Date.

    


    If either
of the conditions (a) or (b) set forth in the prior paragraph are not met, a
Participant whose employment with the Company ceases at any time prior to the
Vesting Date as a result of the Company’s sale or other disposition to a Joint
Venture of the business unit in which the Participant was employed, is no longer
eligible for an Award for such Cycle and, consequently, will forfeit any and all
rights to receive an Award for such Cycle.

    


    8.4           Divestiture to an Unrelated Third
Party

    


    Notwithstanding
any provision contained in this Article 8 to the contrary, if prior to the
Vesting Date, a Participant’s employment with the Company ceases as a result of
the Company’s sale or other disposition of the business unit in which the
Participant was employed, to a corporation or other business entity in which the
Company has no ownership interest, such Participant will be entitled to receive
a pro-rata Award, calculated according to the formula set forth in Section 8.5
below, provided
that his or her employment with the Company ceases after the first of the two
years in the Performance Cycle.

    


    A
Participant whose employment with the Company ceases at any time during the
first of the two years in the Performance Cycle as a result of the Company’s
sale or other disposition of the business unit in which the Participant was
employed, to a corporation or other business entity in which the Company has no
ownership interest, is no longer eligible for an Award for such Cycle and,
consequently, will forfeit any and all rights to receive an Award for such
Cycle.

    


    For
purposes of Section 9.1, the Vesting Date of a Participant entitled to receive a
pro-rata Award pursuant to Section 8.4 shall be deemed to be the date the
Committee has certified the Company’s performance for the entire Performance
Cycle as provided in Section 7.1.

    



    
      
        
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Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    8.5           Pro-rata
Award

    


    The
pro-rata Award to which a Participant may become entitled pursuant to the
provisions of Sections 8.2, 8.3 or 8.4 shall be determined by applying a
percentage to the amount of the Award that the Committee certifies according to
Section 7.2 as the amount that would have been earned by the Participant after
application of the Performance Formula for the entire Performance
Cycle.  The percentage to be applied shall be determined by dividing
the number of full months in the Performance Cycle prior to the Participant’s
cessation of employment with the Company by the total number of full months in
the Performance Cycle.  For purposes of this calculation, a partial
month shall be treated as a full month to the extent of 15 or more days in such
month have elapsed.

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    


     ARTICLE
9.  PAYMENT OF AWARDS

     

     

    9.1           Timing of Award
Payments

    


    Awards
that have been earned for this Cycle and any dividend equivalents that are
credited to the Account pursuant to Article 10 shall be paid as soon as is
administratively practicable after the Vesting Date, but in no event later than
90 days thereafter, by the procedure described in Section
9.3.  Participants cannot defer Awards.

    


    9.2           Form of Payment of
Awards

    


    Awards
for this Cycle including any dividend equivalents that are credited to the
Account pursuant to Article 11 shall be paid in the form of shares of Common
Stock in accordance with the procedure described in Section 9.3, subject to the
terms, restrictions and conditions of the Plan and those set forth in this
Administrative Guide.

    


    9.3           Issuance
of Shares of Common Stock

    


    On the
Award Payment Date, Kodak will subtract from a Participant's account the number
of Units that are withheld for taxes under Section 11.6 below, and then, with
respect to the remaining Units, promptly instruct its transfer agent to reflect,
in an account of the Participant on the books of the transfer agent, the shares
of Common Stock that are to be delivered to the Participant.  Upon the
Participant’s request, the transfer agent will deliver to the Participant a
stock certificate for the remaining number of shares of Common Stock held in
that account of the Participant.

    


    9.4           Non-Assignable

    


    No Awards
or any other payment under the Leadership Stock Program shall be subject in any
manner to alienation, sale, transfer (except by will of the laws of descent and
distribution), assignment, pledge or encumbrance, nor shall any Award by payable
to any one other than the Participant to whom it was granted.

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


     ARTICLE
10.  DIVIDEND EQUIVALENTS

     

    


    10.1         Dividend
Equivalents

    


    In the
event of the payment of any cash dividend on the Common Stock or any stock
dividend (as defined in Section 305 of the Code) on the Common Stock with a
record date occurring during the period beginning on the date the Committee
certifies the amount of the Award that has been earned by the Participants and
ending on the Vesting Date, a Participant’s Account shall be credited with
additional Units.

    


    The
amount of such additional Units to be credited to each Participant who has
earned an Award for this Cycle is as set forth in Section 10.2 and Section
10.3.  Any such additional Units will be credited as of the payment
date for each such dividend.

    


    10.2         Stock Dividends

    


    The
number of Units that shall be credited to the Account of such a Participant will
equal the number of shares of Common Stock which the Participant would have
received as stock dividends had the Participant been the owner on the record
date for such stock dividend of the number of shares of the Common Stock equal
to the number of Units credited to the Participant’s Account on such record
date.  To the extent the Participant would have also received cash, in
lieu of fractional shares of Common Stock, had the Participant been the record
owner of such shares, for such stock dividend, then his or her Account shall
also be credited with that number of Units, or fractions thereof, equal to such
cash amount divided by the Fair Market Value of the Common Stock on the payment
date for such dividend.

    


    10.3         Cash
Dividends

    


    The
number of Units that shall be credited to the 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 credited to the
Participant’s Account on the record date for such dividend and dividing the
product thereof by the Fair Market Value of the Common Stock on the payment date
for such dividend.

    


    


    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    10.4         Reorganization

    


    If the
Company undergoes a reorganization (as defined in Section 368(a) of the Code)
during the period beginning on the date the Committee certifies the amount of
the Award that has been earned by the Participants and ending on the Vesting
Date, the Committee may, in its sole and absolute discretion, take whatever
action it deems necessary, advisable or appropriate with respect to the Account
of each Participant that has earned an Award in order to reflect such
transaction, including, but not limited to, adjusting the number of Units
credited to each such Participant's Account.

    



    
      
        
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amended 01-01-2009 

        

         


      

      
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    


     ARTICLE
11.  MISCELLANEOUS

     

    


    11.1         Compliance with
Laws

    


    The
obligations of the Company to issue Common Stock awarded pursuant hereto are
subject to compliance with all applicable governmental laws, regulations, rules
and administrative actions, including, but not limited to, the Securities Act of
1933, as amended, and the Exchange Act, and all rules promulgated
thereunder.

    


    11.2         Termination/Amendment

    


    The
Committee may suspend or terminate the Leadership Stock Program in whole or in
part at any time.  In addition, the Committee may, at any time and
from time to time, amend this Administrative Guide in any manner.

    


    11.3         Section
162(m) of the Code

    


    If any
provision of this Administrative Guide would cause the Awards granted to a
Covered Person not to constitute “qualified performance-based compensation”
under Section 162(m) of the Code, that provision, insofar as it pertains to the
Covered Person, shall be severed from, and shall be deemed not to be a part of,
this Administrative Guide, but the other provisions hereof shall remain in full
force and effect.  Further, if this Administrative Guide fails to
contain any provision required under Section 162(m) in order to make the Awards
granted hereunder to a Covered Employee be “qualified performance-based
compensation,” then this Administrative Guide shall be deemed to incorporate
such provision, effective as of the date of this Administrative Guide’s adoption
by the Committee.

    


    11.4         Participant’s
Rights Unsecured

    


    The
amounts payable under this Administrative Guide shall be unfunded, and the right
of any Participant or his or her estate to receive payment under this
Administrative Guide 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 Participant Account.


    
      
        
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amended 01-01-2009 

        

         


      

      
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


    11.5         No Guarantee of Tax
Consequences  

    


    No person
connected with the Leadership Stock Program or this Administrative Guide in any
capacity, including, but not limited to, the Company 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 paid to or for the benefit of a Participant or Beneficiary under the
Leadership Stock Program, or that such tax treatment will apply to or be
available to a Participant or Beneficiary on account of participation in the
Leadership Stock Program.

    


    11.6         Tax Withholding

    


    Kodak
will pay the taxes required to be withheld with respect to an Award under the
Leadership Stock Program by reducing a portion of the Units otherwise due the
Participant as a result of an Award.  The portion of the Units
withheld will equal in amount the taxes required to be withheld.  The
Units which are so withheld will be valued at the Fair Market Value of the
Common Stock on the date of the payment of the Award.

    


    11.7         Section
409A Compliance

    


    The
Awards described in this Administrative Guide are intended to comply with
Section 409A of the Internal Revenue Code to the extent such arrangements are
subject to that law, and this Administrative Guide shall be interpreted and
administered consistent with such intention, and in accordance with Eastman
Kodak Company’s Policy Regarding Section 409A Compliance.  The Company
may unilaterally amend this Administrative Guide for purposes of compliance if,
in its sole discretion, Kodak determines that such amendment would not have a
material adverse effect with respect to Participants’ rights under the
Administrative Guide.

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Section 13 (Performance Stock Program)

          2000
Omnibus Long-Term Compensation Plan

          


        

      

    


     

    EXHIBIT A - TARGET ALLOCATION RANGE
(SECTION 5.1)

     

    Intentionally
Omitted

     

     

     EXHIBIT B - PERFORMANCE GOAL (SECTION
6.2) AND PERFORMANCE FORMULA (SECTION 6.3)

     

    Intentionally
Omitted


    
      
        
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        21