exhibit105.htm


    


     

    Exhibit
(10.5)

     

     

    2005
Omnibus Long-Term

     

     

    Compensation
Plan

     

     

    of

     

     

    Eastman
Kodak Company

     

     

    As
Amended Effective January 1, 2009

     

     

    


     


    
      
         


      

      
         


        
        

      

      
         


      

    


    Table of
Contents

     

                                                                                                                                                              
Page 


     

    ARTICLE 1
PURPOSE AND TERM OF
PLAN                                                                            
1

    


    ARTICLE 2
DEFINITIONS                                                                                                              
1

     

    ARTICLE 3
ELIGIBILITY                                                                                                                 
6

    


    ARTICLE 4
PLAN
ADMINISTRATION                                                                                        7

     

    ARTICLE 5
FORM OF
AWARDS                                                                                                   9

    


    ARTICLE 6
SHARES SUBJECT TO
PLAN                                                                                   11

    


    ARTICLE 7
PERFORMANCE
AWARDS                                                                                     
11

    


    ARTICLE 8
STOCK
OPTIONS                                                                                                        
12

    


    ARTICLE 9
STOCK APPRECIATION
RIGHTS                                                                             13

     

    ARTICLE
10 RESTRICTED STOCK
AWARDS                                                                           
14

    


    ARTICLE
11 OTHER STOCK-BASED
AWARDS                                                                       
14

    


    ARTICLE
12 PAYMENT OF
AWARDS                                                                                         15

    


    ARTICLE
13 DIVIDEND AND DIVIDEND
EQUIVALENT                                                         
17

    


    ARTICLE
14 DEFERRAL OF
AWARDS                                                                                        17

    


    ARTICLE
15 CHANGE IN
CONTROL                                                                                           
 18

    
ARTICLE
16
MISCELLANEOUS                                                                                                    
20


    APPENDIX
A EASTMAN KODAK COMPANY

    2005
OMNIBUS LONG TERM COMPENSATION
PLAN                                                            25


    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    


     

    ARTICLE
1

     

     

     

     

    PURPOSE
AND TERM OF PLAN

     

    
      	
              1.1  

            	
              Purpose

            


    

     

    The
purpose of the Plan is to provide motivation to selected Employees and Directors
to put forth maximum efforts toward the continued growth, profitability, and
success of the Company by providing equity- and cash-based incentives to such
Employees and Directors.

    
      	
              1.2  

            	
              Term

            


    

     

    The Plan
will become effective on January 1, 2005, subject to its approval by Kodak’s
shareholders, at the 2005 Annual Meeting of the shareholders, and unless sooner
terminated by the Board pursuant to Section 16.6, the Plan shall have a term of
10 years.  Awards may not be granted after December 31, 2014; except
that the Committee may grant Awards after this date in recognition of
performance for Performance Cycles commencing prior to such date.

     

    ARTICLE
2

     

     

    DEFINITIONS

     

    In any
necessary construction of a provision of this Plan, the masculine gender may
include the feminine, and the singular may include the plural, and vice
versa.

    
      	
              2.1  

            	
              Award

            


    

     

    “Award”
means grants of both equity-, and cash-based awards, including Performance
Awards, Stock Options, SARs, Restricted Stock Awards, Restricted Stock Unit
Awards, Other Stock-Based Awards, or any form of award established by
the

    Committee
pursuant to Subsection 4.2(o), whether singly, in combination, or in tandem, to
a Participant by the Committee pursuant to such terms, conditions, restrictions
and/or limitations, if any, as the Committee may establish by the Award Notice
or otherwise.

    
      	
              2.2  

            	
              Award
      Notice

            


    

     

    “Award
Notice” means the written document establishing the terms, conditions,
restrictions, and/or limitations of an Award in addition to those established by
this Plan and by the Committee’s exercise of its administrative
powers.  The Committee shall establish the form of the written
document in the exercise of its sole and absolute discretion.  The
Committee may, but need not, require a Participant to sign a copy of the Award
Notice as a precondition to receiving an Award.

    
      	
              2.3  

            	
              Board

            


    

     

    “Board”
means the board of directors of Kodak.

    
      	
              2.4  

            	
              CEO

            


    

     

    “CEO”
means the Chief Executive Officer of Kodak.

    
      	
              2.5  

            	
              Change
      in Control

            


    

     

    “Change
in Control” means the occurrence of any one of the following
events:

     

    (a) within
any twenty-four (24) month period, the Incumbent Directors shall cease to
constitute at least a majority of the Board or the board of directors of any
successor to the Company;

     

    (b) any
person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange 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 


    
      
         


      

      
        1

        
        

      

      
         


      

    


    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: (1) by Kodak or any
Subsidiary, (2) by any employee benefit plan (or related trust) sponsored or
maintained by Kodak or any Subsidiary, (3) by any underwriter temporarily
holding securities pursuant to an offering of such securities, (4) pursuant to a
Non-Qualifying Transaction (as defined in paragraph (c) below), or (5) a
transaction (other than one described in paragraph (c) below) in which Kodak
Voting Securities are acquired from Kodak, if a majority of the Incumbent
Directors approve a resolution providing expressly that the acquisition pursuant
to this clause (5) does not constitute a Change in Control under this paragraph
(b);

    (c) the
consummation of a merger, consolidation, statutory share exchange or similar
form of corporate transaction involving Kodak or any of its Subsidiaries that
requires the approval of Kodak’s shareholders, whether for such transaction or
the issuance of securities in the transaction (a “Reorganization”), unless
immediately following such Reorganization:  (1) more than 60% of the
total voting power of (x) the corporation resulting from such Reorganization
(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, if applicable, is represented by
shares into which such Kodak Voting Securities were converted
pursuantto such
Reorganization), 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,
(2) 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
(3) 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 were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such
Reorganization (any Reorganization which satisfies all of the criteria specified
in (1), (2) and (3) above shall be deemed to be a “Non-Qualifying
Transaction”);

     

    (d) the
shareholders of Kodak approve a plan of complete liquidation or dissolution of
Kodak; or

     

    (e) the
consummation of a sale of all or substantially all of Kodak’s assets to an
entity that is not an affiliate of Kodak.

    Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any person acquires beneficial ownership of 25% or more 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.

     

    
      	
              2.6  

            	
              Change
      in Control Price

            


    

     

    “Change
in Control Price” means, for events described in clause (c) of the definition of
Change in Control, the consideration received by shareholders of the Company in
respect of a share of Common Stock in connection with the transaction, or, for
events described in clauses (a), (b), (d) or (e) of the definition of Change in
Control, the average of the closing prices for the five (5) days preceding the
date of the Change in Control.

     

    
      	
              2.7  

            	
              Code

            


    

     

    “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and any successor provisions and regulations
thereto.

     

    
      	
              2.8  

            	
              Committee

            


    

     

    “Committee”
means the Executive Compensation and Development Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan;
provided that
the Committee shall consist of three or more directors, each of whom is (1) an
“independent” director under the New York Stock Exchange’s listing requirements,
(2) a “Non-Employee Director” within the meaning of Rule 16b-3 under the
Exchange Act, and (3) an “outside director” within the meaning of Section 162(m)
of the Code and the applicable regulation thereunder.  However, if a
member of the Committee does not meet each of the foregoing requirements, the
Committee may 


    
      
         


      

      
        2

        
        

      

      
         


      

    


    delegate
some or all of its functions under the Plan to a committee or subcommittee
composed of members that meet the relevant requirements.  The term
“Committee” includes any such committee or subcommittee, to the extent of the
Executive Compensation and Development Committee’s delegation.

     

    
      	
              2.9  

            	
              Common
      Stock

            


    

     

    “Common
Stock” means the common stock, $2.50 par value per share, of Kodak that may be
newly issued or treasury stock.

     

    
      	
              2.10  

            	
              Company

            


    

     

    “Company”
means Kodak and its Subsidiaries.

     

    
      	
              2.11 

            	
              Covered
      Employee

            


    

     

    “Covered
Employee” means an Employee who is a “Covered Employee” within the meaning of
Section 162(m) of the Code.

     

    
      	
              2.12 

            	
              Director

            


    

     

    “Director”
means a non-employee member of the Board.

     

    
      	
              2.13  

            	
              Disability

            


    

     

    “Disability”
means a disability as defined under the terms of the long-term disability plan
maintained by the Participant’s employer, or in the absence of such a plan, the
Kodak Long-Term Disability Plan.

     

    
      	
              2.14  

            	
              Effective
      Date

            


    

     

    “Effective
Date” means the date an Award is determined to be effective by the Committee
upon its grant of such Award.


    
      
         


      

      
        3

        
        

      

      
         


      

    


    
      	
              2.15  

            	
              Employee

            


    

     

     “Employee”
means any person employed by Kodak or any Subsidiary on a full or part time
basis.

     

    
      	
              2.16  

            	
              Exchange
      Act

            


    

     

    “Exchange
Act” means the Securities and Exchange Act of 1934, as amended from time to
time, including rules thereunder and any successor provisions and rules
thereto.

     

    
      	
              2.17
       

            	
              Fair
      Market Value

            


    

     

    “Fair
Market Value” means the mean of the high and low sales prices of a share of
Common Stock on a particular date on the New York Stock Exchange.  In
the event that the Common Stock is not traded on the New York Stock Exchange on
the relevant date, the Fair Market Value will be determined on the next
preceding day on which the Common Stock was traded.

     

    
      	
              2.18  

            	
              Freestanding
      SAR

            


    

     

    “Freestanding
SAR” shall have the meaning as set forth in Section 9.1.

     

    
      	
              2.19  

            	
              Incentive
      Stock Options

            


    

     

    “Incentive
Stock Option” means incentive stock options within the meaning of Section 422 of
the Code.

     

    
      	
              2.20  

            	
              Incumbent
      Director

            


    

     

    “Incumbent
Directors” means  the persons who were members of the Board as of
January 1, 2005 plus, any person becoming a director subsequent to January 1,
2005 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
for the proxy statement of Kodak in which such person is named as a nominee for
director, without written objection to such nomination); provided, however, that no
individual initially elected or nominated as a director of Kodak as a result of
an actual or threatened election contest with respect to directors (“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 Exchange 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 until twenty-four (24) months after
such election.

     

    
      	
              2.21  

            	
              Indemnified
      Person

            


    

     

    “Indemnified
Person” shall have the meaning as set forth in Section 4.7.

     

    
      	
              2.22  

            	
              Kodak

            


    

     

    “Kodak”
means Eastman Kodak Company.

     

    
      	
              2.23  

            	
              Non-Qualified
      Option

            


    

     

    “Non-Qualified
Option” shall have the meaning as set forth in Section 8.1.

     

    
      	
              2.24  

            	
              Option
      Proceeds

            


    

     

    “Option
Proceeds” means the cash (or equivalents) received by the Company for the option
price in connection with the exercise of Stock Options plus the maximum tax
benefit that could be realized by the Company as a result of the exercise of
such Stock Options, which tax benefit shall be determined by multiplying (a) the
amount that is deductible for federal income tax purposes as a result of any
such Stock Option exercise, times (b) the maximum federal corporate income tax
rate for the year of exercise.  To the extent that a Participant pays
the option price and/or withholding taxes with
shares of Common Stock, Option Proceeds shall not be calculated with respect to
the amounts so paid in shares of Common Stock.

     

    
      	
              2.25  

            	
              Other
      Stock-Based Award

            


    

     

    “Other
Stock-Based Award” means the unrestricted shares, deferred share units, or such
other form as the Committee may determine, granted pursuant to Article 11 of the
Plan.

     

    
      	
              2.26  

            	
              Parent
      Company

            


    

     

    “Parent
Company” shall have the meaning set forth in Section 2.5.

     

    
      	
              2.27  

            	
              Participant

            


    

     

    “Participant”
means either an Employee or Director to whom an Award has been granted by the
Committee under the Plan.

     

    
      	
              2.28  

            	
              Performance
      Awards

            


    

     

    “Performance
Awards” means the equity- and cash-based Awards that vest on satisfying the
Performance Criteria granted pursuant to Article 7.

     

    
      	
              2.29  

            	
              Performance
      Criteria

            


    

     

    “Performance
Criteria” means the one or more criteria that the Committee shall select for a
Performance Cycle.

     

    
      	
              2.30  

            	
              Performance
      Cycle

            


    

     

    “Performance
Cycle” means the one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment of
the Performance Criteria will be measured for the purpose of determining a
Participant’s right to and the payment of a Performance Award.


    
      
         


      

      
        4

        
        

      

      
         


      

    


    
      	
              2.31  

            	
              Performance
      Formula

            


    

     

     “Performance
Formula” means, for a Performance Cycle, the one or more objective formulas
applied against the relevant Performance Criteria to determine, with regard to
the Award of a particular Participant, whether all, some portion but less than
all, or none of the Award has been earned for the Performance
Cycle.  The formula may exclude the impact of charges for
restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring items, and the cumulative effects of accounting changes each as
defined by generally accepted accounting principles and as identified in the
financial statements, notes to the financial statements, management’s discussion
and analysis or other SEC filings.

     

    
      	
              2.32  

            	
              Plan

            


    

     

    “Plan”
means the 2005 Omnibus Long-Term Compensation Plan, including all attachments
thereto.

     

    
      	
              2.33  

            	
              Restricted
      Stock Award

            


    

     

    “Restricted
Stock Award” means the equity-based awards in actual shares granted pursuant to
Article 10 of the Plan.

     

    
      	
              2.34  

            	
              Restricted
      Stock Unit Award

            


    

     

    “Restricted
Stock Unit Award” means the equity-based awards in share units granted pursuant
to Article 10 of the Plan.

     

    
      	
              2.35  

            	
              Retirement

            


    

     

    “Retirement”
means, in the case of a Participant employed by Kodak, voluntary termination of
employment on or after age 55 with 10 or more years of service or on or after
age 65.  In the case of a Participant employed by a Subsidiary,
“Retirement”
means early or normal retirement under the terms of the Subsidiary’s retirement
plan, or if the Subsidiary does not have a retirement plan, termination of
employment on or after age 60.  A Participant must voluntarily
terminate his or her employment in order for his or her termination of
employment to be for “Retirement.”

     

    
      	
              2.36  

            	
              SARs

            


    

     

    “SARs”
means the stock appreciation rights granted pursuant to Article 9 of the
Plan.

     

    
      	
              2.37  

            	
              Section
      409A

            


    

     

    “Section
409A” means Section 409A of the Code, and the Treasury Regulations promulgated
and other official guidance issued thereunder.

     

    
      	
              2.38  

            	
              Section
      409A Change in Control

            


    

     

    “Section
409A Change in Control” means an event that 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.

     

    
      	
              2.39  

            	
              Stock
      Option

            


    

     

    “Stock
Option” means any right granted to a Participant to purchase Common Stock at
such price or prices and during such periods established pursuant to Article 8
of the Plan.

     

    
      	
              2.40  

            	
              Subsidiary

            


    

     

    “Subsidiary”
means a corporation or other business entity in which Kodak directly or
indirectly has an ownership interest of 50 percent or more, except that
with respect to Incentive Stock Options, "Subsidiary" shall mean
"subsidiary corporation" as defined in Section 424(f) of the Code.
 


    
      
         


      

      
        5

        
        

      

      
         


      

    


     

    
      	
              2.41  

            	
              Substitute
      Awards

            


    

     

    “Substitute
Awards” means Awards granted or shares issued by the Company in assumption of,
or in substitution or exchange for, Awards previously granted, or the right or
obligation to make future awards, by a company acquired by the Company or any
Subsidiary or with which the Company or any Subsidiary combines.

     

    
      	
              2.42  

            	
              Surviving
      Company

            


    

     

    “Surviving
Company” shall have the meaning set forth in Section 2.5.

     

    
      	
              2.43  

            	
              Tandem
      SAR

            


    

     

    “Tandem
SAR” shall have the meaning set forth in Section 9.1.

     

    
      	
              2.44  

            	
              Year

            


    

     

    “Year”
means Kodak’s fiscal year.

     

    ARTICLE
3

     

     

    ELIGIBILITY

     

    


    All
Employees and Directors are eligible to participate in the Plan.  The
Committee may select, from time to time, Participants from those Employees who,
in the opinion of the Committee, can further the Plan’s purposes.  In
addition, the Committee may select, from time to time, Participants from those
Directors (who may or may not be Committee members) who, in the opinion of the
Committee, can further the Plan’s purposes.  Once a Participant is so
selected, the Committee shall determine the type(s) of Awards to be made to the
Participant and 


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    shall
establish in the related Award Notice(s) the terms, conditions, restrictions
and/or limitations, if any, applicable to the Award(s) in addition to those set
forth in this Plan and the administrative rules and regulations issued by the
Committee.

     

    ARTICLE
4

     

     

    PLAN
ADMINISTRATION

     

    
      	
              4.1  

            	
              Responsibility

            


    

     

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

     

    
      	
              4.2  

            	
              Authority
      of the Committee

            


    

     

    The
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
Committee shall have the exclusive right to: (a) select the Participants and
determine the type of Awards to be made to Participants, the number of shares or
amount of cash (or equivalents) subject to Awards and the terms, conditions,
restrictions and limitations of the Awards; (b) interpret the Plan; (c)
determine eligibility for participation in the Plan; (d) decide all questions
concerning eligibility for and the amount of Awards payable under the Plan; (e)
construe any ambiguous provision of the Plan; (f) correct any defect; (g) supply
any omission; (h) reconcile any inconsistency; (i) issue administrative
guidelines or sub-plans as an aid to administer the Plan and make changes in
such guidelines or sub-plans as it from time to time deems proper;
(j) prescribe, amend and rescind rules and regulations relating to the
Plan, including rules governing its own operation; (k) amend the Plan in
accordance


    
      
         


      

      
        7

        
        

      

      
         


      

    


    with
Section 16.6; (l) determine whether Awards should be granted singly, in
combination or in tandem; (m) to the extent permitted under the Plan and,
if applicable, by Section 409A, grant waivers of Plan terms, conditions,
restrictions, and limitations; (n) accelerate the vesting, exercise or
payment of an Award or the Performance Cycle of an Award when such action or
actions would be in the best interests of the Company and in compliance with
Section 409A and other applicable tax law; (o) establish such other types of
Awards, besides those specifically enumerated in Article 5 hereof, which the
Committee determines are consistent with the Plan’s purpose; (p) establish and
administer Performance Formula and certify whether, and to what extent, the
goals have been attained; (q) determine the terms and provisions of any Award
Notice or other agreements entered into hereunder; (r) take any and all other
action it deems necessary or advisable for the proper operation or
administration of the Plan; (s) make all other determinations it deems
necessary or advisable for the administration of the Plan, including factual
determinations; and (t) determine whether, to what extent and under what
circumstances Awards may be settled or exercised in cash or shares of Common
Stock or cancelled, forfeited or suspended and the method or methods by which
Awards may be settled, cancelled, forfeited or suspended.

     

    
      	
              4.3  

            	
              Discretionary
      Authority

            


    

     

    The
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 Awards under the
Plan.  It is the intent of the Plan
that the decisions of the Committee and its actions with respect to the Plan
shall be final, binding and conclusive upon all persons having or claiming to
have any right or interest in or under the Plan.

     

    
      	
              4.4  

            	
              Section
      162 (m) of the Code and Covered
Employees

            


    

     

    The terms
set forth in Appendix A shall apply to all Awards granted to any Covered
Employee, other than Awards of Stock Options or SARs.

     

    
      	
              4.5  

            	
              Action
      by the Committee

            


    

     

    The
Committee may act only by a majority of its members.  Any
determination of the Committee may be made, without a meeting, by a writing or
writings signed by all of the members of the Committee and action so taken shall
be fully effective as if it had been taken by a vote at a meeting.  In
addition, the Committee may authorize any one or more of its number to execute
and deliver documents on behalf of the Committee.

     

    
      	
              4.6  

            	
              Allocation
      and Delegation of Authority

            


    

     

    The
Committee may allocate all or any portion of its responsibilities and powers
under the Plan to any one or more of its members and may delegate all or any
part of its responsibilities and powers to any person or persons selected by it,
provided that
any such allocation or delegation be in writing; provided, however, that only
the Committee may select and grant Awards to Participants who are subject to
Section 16 of the Exchange Act.  The Committee may revoke any such
allocation or delegation at any time for any reason with or without prior
notice.


    
      
         


      

      
        8

        
        

      

      
         


      

    


    
      	
              4.7  

            	
              Liability

            


    

     

    No member
of the Board or the Committee or any employee of the Company (each such person
an “Indemnified Person”) shall have any liability to any person (including,
without limitation, any Participant) for any action taken or omitted to be taken
or any determination made in good faith with respect to the Plan or any
Award.  Each Indemnified Person shall be indemnified and held harmless
by Kodak against and from any loss, cost, liability or expense (including
attorneys’ fees) that may be imposed upon or incurred by such Indemnified Person
in connection with or resulting from any action, suit or proceeding to which
such Indemnified Person may be a party or in which such Indemnified Person may
be involved by reason of any action taken or omitted to be taken under the Plan
and against and from any and all amounts paid by such Indemnified Person, with
Kodak’s prior approval, in settlement thereof, or paid by such Indemnified
Person in satisfaction of any judgment in any such action, suit or proceeding
against such Indemnified Person, provided that Kodak
shall have the right, at its own expense, to assume and defend any such action,
suit or proceeding and, once Kodak gives notice of its intent to assume the
defense, Kodak shall have sole control over such defense with counsel of Kodak’s
choice.  The foregoing right of indemnification shall not be available
to an Indemnified Person to the extent that a court of competent jurisdiction in
a final judgment or other final adjudication, in either case, not subject to
further appeal, determines that the acts or omissions of such Indemnified Person
giving rise to the indemnification claim resulted from such Indemnified Person’s
bad faith, fraud or willful criminal act or omission.  The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which Indemnified Persons may be entitled under

    the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any other power that the Company may have to indemnify such
persons or hold them harmless.

     

    
      	
              4.8  

            	
              Interim
      Decision Making

            


    

     

    Notwithstanding
anything to the contrary contained herein:  (i) until the Board
shall appoint the members of the Committee, the Plan shall be administered by
the Board and (ii) the Board may, in its sole discretion, at any time and
from time to time, grant Awards or resolve to administer the Plan.  In
either of the foregoing events, the Board shall have all of the authority and
responsibility granted to the Committee herein.

     

    ARTICLE
5

     

     

     

    FORM
OF AWARDS

     

    
      	
              5.1  

            	
              In
      General

            


    

     

    Awards
may, at the Committee’s sole discretion, be paid in the form of Performance
Awards pursuant to Article 7, Stock Options pursuant to Article 8, SARs pursuant
to Article 9, Restricted Stock Awards and Restricted Stock Unit Awards pursuant
to Article 10, Other Stock-Based Awards pursuant to Article 11 and any form
established by the Committee pursuant to Subsection 4.2(o), or a combination
thereof.  All Awards shall be subject to the terms, conditions,
restrictions and limitations of the Plan.  The Committee may, in its
sole judgment, subject an Award to such other terms, conditions, restrictions
and/or limitations (including, but not limited to, the time and conditions of
exercise and restrictions on transferability, termination and vesting), provided that they
are not inconsistent with the terms of the Plan.  Awards under a
particular Article of the Plan need not be uniform and Awards under two or more
Articles may be combined into a 


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    single
Award Notice.  Any combination of Awards may be granted at one time
and on more than one occasion to the same Participant.  For purposes
of the Plan, the value of any Award granted in the form of Common Stock shall be
the Fair Market Value as of the grant’s Effective Date.

     

    
      	
              5.2  

            	
              Foreign
      Jurisdictions

            


    

     

    (a) Special Terms.  In
order to facilitate the making of any Award to Participants who are employed by
the Company outside the United States (or who are foreign nationals temporarily
within the United States), the Committee may provide for such modifications and
additional terms and conditions (“special terms”) in Awards as the Committee may
consider necessary or appropriate to accommodate differences in local law,
policy or custom or to facilitate administration of the Plan.  The
special terms may provide that the grant of an Award is subject to (1)
applicable governmental or regulatory approval or other compliance with local
legal requirements and/or (2) the execution by the Participant of a written
instrument in the form specified by the Committee, and that in the event such
conditions are not satisfied, the grant shall be void.  The Committee
may adopt or approve sub-plans, appendices or supplements to, or amendments,
restatements, or alternative versions of, the Plan as it may consider necessary
or appropriate for purposes of implementing any special terms, without thereby
affecting the terms of the Plan as in effect for any other purpose; provided, however, no such
sub-plans, appendices or supplements to, or amendments, restatements, or
alternative versions of, the Plan shall: (a) increase the
limitations contained in Sections 7.5, 8.6 and 9.5; (b) increase the number of
available shares under Section 6.1; or (c)cause the
Plan to cease to satisfy any conditions of Rule 16b-3 under the Exchange Act or,
with respect to Covered Employees, Section 162(m) of the Code.

     

    (b) Currency
Effects.  Unless otherwise specifically determined by the
Committee, all Awards and payments pursuant to such Awards shall be determined
in U.S. currency.  The Committee shall determine, in its discretion,
whether and to the extent any payments made pursuant to an Award shall be made
in local currency, as opposed to U.S. dollars.  In the event payments
are made in local currency, the Committee may determine, in its discretion and
without liability to any Participant, the method and rate of converting the
payment into local currency.

    (c) Modifications to
Awards.  The Committee shall have the right at any time and
from time to time and without prior notice to modify outstanding Awards to
comply with or satisfy local laws and regulations, to avoid costly governmental
filings or to implement administrative changes to the Plan that are deemed
necessary or advisable by the Committee for compliance with laws.  By
means of illustration but not limitation, the Committee may restrict the method
of exercise of an Award to avoid securities laws or exchange control filings,
laws or regulations.  Notwithstanding the foregoing, the Committee may
not modify an outstanding Award without the consent of the affected Participant
if such modification would cause the Award to violate Section 409A.

     

    (d) Acquired Rights.  No
Employee in any country shall have any right to receive an Award, except as
expressly provided for under the Plan.  All Awards made at any time
are subject to the prior approval of the Committee.


    
      
         


      

      
        10

        
        

      

      
         


      

    


    


    ARTICLE
6

     

    SHARES
SUBJECT TO PLAN

    
      	
              6.1  

            	
              Available
      Shares

            


    

     

    (a) Aggregate
Limits.  The aggregate number of shares of the Company’s Common
Stock that shall be available for grant under this Plan shall be eleven million
(11,000,000), plus any shares subject to awards made under the 1990 Omnibus
Long-Term Compensation Plan, the 1995 Omnibus Long-Term Compensation Plan and
the 2000 Omnibus Long-Term Compensation Plan, in each case that are outstanding
upon the expiration of such plan and become available pursuant to Section
6.1(b).  The aggregate number of shares available for grant under this
Plan and the number of shares subject to outstanding Awards shall be subject to
adjustment as provided by Section 6.2.  The shares issued pursuant to
Awards granted under this Plan may be shares that either were reacquired by the
Company, including shares purchased in the open market, or authorized but
unissued shares.

     

    (b) For
purpose of this Section 6.1, the aggregate number of shares available for Awards
under this Plan shall be increased by, (i) shares subject to Awards that have
been canceled, expired, forfeited or settled in cash, without the issuance of
substitute shares, (ii) shares subject to Awards that have been retained by the
Company in payment or satisfaction of the purchase price or tax withholding
obligation of an Award, (iii) shares issued in connection with reinvestment of
dividends or dividend equivalents (iv) shares that have been delivered (either
actually or constructively by attestation) to the Company in payment or
satisfaction of the purchase price or tax withholding obligationof an
Award, (v) shares reacquired by the Company on the open market using Option
Proceeds; provided, however, that the
aggregate number of shares that may be added back to the aggregate limit shall
not be greater than the amount of such Option Proceeds divided by the Fair
Market Value on the date of exercise of the Stock Option giving rise to such
Option Proceeds, and (vi) shares subject to Awards that otherwise do not result
in the issuance of shares in connection with payment or settlement of an
Award.  In addition, the aggregate number of shares available for
grant under this Plan shall not be reduced by shares granted as Substitute
Awards.

     

    
      	
              6.2  

            	
              Adjustment
      to Shares

            


    

     

    If there
is any change in the number of outstanding shares of Common Stock through the
declaration of stock dividends, stock splits or the like, the number of shares
available for Awards, the shares subject to any Award and the option prices or
exercise prices of Awards shall be automatically adjusted.  If there
is any change in the number of outstanding shares of Common Stock through any
change in the capital account of Kodak, or through a merger, consolidation,
separation (including a spin-off or other distribution of stock or property),
reorganization (whether or not such reorganization comes within the meaning of
such term in Section 368(a) of the Code) or partial or complete liquidation, the
Committee shall make appropriate adjustments in the maximum number of shares of
Common Stock which may be granted under the Plan and any adjustments and/or
modifications to outstanding Awards as it, in its sole discretion, deems
appropriate.  In the event of any other change in the capital
structure or in the Common Stock of Kodak, the Committee shall also be
authorized to make such appropriate adjustments in the maximum number of shares
of Common Stock available for grant
under the Plan and any adjustments and/or modifications to outstanding Awards as
it, in its sole discretion, deems appropriate.  The maximum number of
shares available for grant under the Plan shall be automatically adjusted to the
extent necessary to reflect any dividend equivalents paid in the form of Common
Stock.

     

    ARTICLE
7

     

     

    PERFORMANCE
AWARDS

     

    
      	
              7.1  

            	
              In
      General

            


    

     

    Awards
may be granted to Participants in the form of Performance Awards under the
Plan.

     

    
      	
              7.2  

            	
              Performance
      Criteria

            


    

     

    The
Performance Criteria to be measured during any Performance Cycle selected by the
Committee may be on a corporate-wide basis based on aggregate Company
performance or performance at the Subsidiary or business unit
level.  The performance goals under the Performance Criteria may be
measured against absolute targets or relative to the performance of one or more
comparable companies or an index covering multiple companies.

     

    
      	
              7.3  

            	
              Discretion
      of Committee with Respect to Performance
Awards

            


    

     

    With
regard to a particular Performance Cycle, the Committee shall have full
discretion to select the length of such Performance Cycle, the type(s) of
Performance Awards to be issued, the Performance Criteria that will be used to
establish the Performance Formula, the kind(s) and/or level(s) of the goals
under the Performance Formula, whether the Performance Criteria shall apply to
the Company,


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Kodak, a
Subsidiary, or any one or more subunits of the foregoing, and the Performance
Formula.

     

    
      	
              7.4  

            	
              Payment
      of Performance Awards

            


    

     

    (a) Condition to Receipt of Performance
Award.  Unless otherwise provided in the relevant Award Notice
or administrative guide, a Participant must be employed by the Company on the
last day of a Performance Cycle to be eligible for a Performance Award for such
Performance Cycle.

     

    (b) Limitation.  Unless
otherwise determined by the Committee, a Participant shall be eligible to
receive a Performance Award for a Performance Cycle only to the extent that
achievement of the goals under the Performance Formula for such period is
measured and as a result, all or some portion of such Participant’s Performance
Award has been earned for the Performance Cycle.

     

    (c) Timing of Award
Payments.  The Awards granted for a Performance Cycle shall be
paid to Participants as soon as administratively possible following
determination of achievement of the goals under the Performance Formula and
satisfaction of any applicable vesting periods or other terms and
conditions.  Unless otherwise provided in the relevant Award Notice or
administrative guide, such payment shall be made no earlier than January 1 of
the calendar year following the end of the applicable Performance Cycle and no
later than December 31 of such calendar year.

     

    
      	
              7.5  

            	
              Maximum
      Award Payable

            


    

     

    The
maximum Performance Award payable to any one Participant under the Plan for a
Performance Cycle is five hundred thousand (500,000) shares of Common
Stock.  In
the event that the Performance Award is denominated in cash rather than shares
of Common Stock, the maximum individual cash award paid in respect of any
Performance Cycle shall be five million dollars ($5,000,000).

     

    ARTICLE
8

     

     

    STOCK
OPTIONS

     

    
      	
              8.1  

            	
              In
      General

            


    

     

    Awards
may be granted in the form of Stock Options.  These Stock Options may
be Incentive Stock Options or non-qualified stock options (i.e., Stock Options
which are not Incentive Stock Options) (“Non-Qualified Stock Options”), or a
combination of both.

     

    
      	
              8.2  

            	
              Terms
      and Conditions of Stock Options

            


    

     

    (a) In General.  A Stock
Option shall be exercisable in accordance with such terms and conditions and at
such times and during such periods as may be determined by the Committee in its
sole discretion and as set forth in an individual Award Notice; provided, however, no Stock
Option shall be exercisable after the expiration of 7 years from the Effective
Date of the Stock Option.  The price at which Common Stock may be
purchased upon exercise of a Stock Option shall be not less than 100% of the
Fair Market Value of the Common Stock on the Effective Date of the Stock
Option’s grant except for grants of Substitute Awards.  Moreover, all
Stock Options shall have a vesting schedule not less than one year from the date
of grant, except under certain circumstances contemplated by Section 12.2 or
Article 15.


    
      
         


      

      
        12

        
        

      

      
         


      

    


    (b) Other
than pursuant to Section 6.2 or as a result of a grant of a Substitute Award,
the Committee shall not be permitted to (i) lower the option price per share of
a Stock Option after it is granted, (ii) cancel a Stock Option when the
option price per share exceeds the Fair Market Value of the underlying shares in
exchange for another Award, or (iii) take any other action with respect to a
Stock Option that may be treated as a repricing under the rules and regulations
of the New York Stock Exchange, without shareholder approval.

     

    
      	
              8.3  

            	
              Restrictions
      Relating to Incentive Stock Options

            


    

     

    Stock
Options issued in the form of Incentive Stock Options shall, in addition to
being subject to the terms and conditions of Section 8.2, comply with Section
422 of the Code.  Accordingly, the aggregate Fair Market Value
(determined at the time the Incentive Stock Option was granted) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year (under this Plan or any
other plan of the Company) shall not exceed one hundred thousand dollars
($100,000) (or such other limit as may be required by the Code).

     

    
      	
              8.4  

            	
              Additional
      Terms and Conditions

            


    

     

    The
Committee may, by way of the Award Notice or otherwise, establish such other
terms, conditions, restrictions and/or limitations, if any, of any Stock Option
Award, provided
that they are not inconsistent with the Plan.

     

    
      	
              8.5  

            	
              Exercise

            


    

     

    Upon
exercise, the option price of a Stock Option may, at the Committee’s discretion,
be paid in cash (or equivalents), or by tendering, by either actual delivery of
shares or
by attestation, shares of Common Stock, a combination of the foregoing, or such
other consideration as the Committee may deem appropriate.  Any shares
of Common Stock tendered by a Participant upon exercise of a Stock Option must,
if acquired by the Participant pursuant to a previous Stock Option exercise, be
owned by the Participant for at least six months prior to the date of exercise
of the Stock Option.  The Committee shall establish appropriate
methods for accepting Common Stock, whether restricted or unrestricted, and may
impose such conditions as it deems appropriate on the use of such Common Stock
to exercise a Stock Option.

     

    
      	
              8.6  

            	
              Maximum
      Award Payable

            


    

     

    Notwithstanding
any provision contained in the Plan to the contrary, the maximum number of
shares for which Stock Options may be granted under the Plan to any one
Participant in any thirty-six (36) month period is two million (2,000,000)
shares of Common Stock.

     

    ARTICLE
9

     

     

    STOCK
APPRECIATION RIGHTS

     

    
      	
              9.1  

            	
              In
      General

            


    

     

    Awards
may be granted in the form of SARs.  SARs entitle the Participant to
receive a payment equal to the appreciation in a stated number of shares of
Common Stock from the exercise price to the Fair Market Value of the Common
Stock on the date of exercise.  An SAR may be granted in tandem with
all or a portion of a related Stock Option under the Plan (“Tandem SARs”), or
may be granted separately (“Freestanding SARs").  A Tandem SAR may be
granted either at the time of the grant of the related Stock Option or at any
time thereafter 


    
      
         


      

      
        13

        
        

      

      
         


      

    


    during
the term of the Stock Option.

     

    
      	
              9.2  

            	
              Terms
      and Conditions of SARs

            


    

     

    (a) Tandem SARs.  A
Tandem SAR shall be exercisable to the extent, and only to the extent, that the
related Stock Option is exercisable, and the “exercise price” of such an SAR
(the base from which the value of the SAR is measured at its exercise) shall be
the option price under the related Stock Option.  If a Tandem SAR is
added to an outstanding option, the exercise price shall be the same as the
earlier granted option which may be less than 100% of the Fair Market Value on
the date the SAR is granted. If a related Stock Option is exercised as to some
or all of the shares covered by the Award, the related Tandem SAR, if any, shall
be canceled automatically to the extent of the number of shares covered by the
Stock Option exercise.  Upon exercise of a Tandem SAR as to some or
all of the shares covered by the Award, the related Stock Option shall be
canceled automatically to the extent of the number of shares covered by such
exercise.  Moreover, all Tandem SARs shall expire not later than the
earlier of (1) seven years from the Effective Date of the SAR’s grant or (2) the
expiration of the related Stock Option.

    (b) Freestanding
SARs.  Freestanding SARs shall be exercisable in accordance
with such terms and conditions and at such times and during such periods as may
be determined by the Committee.  The exercise price of a Freestanding
SAR shall be not less than 100% of the Fair Market Value of the Common Stock, as
determined by the Committee, on the Effective Date of the Freestanding SAR’s
grant.  Moreover, all Freestanding SARs shall expire not later than
seven years from the Effective Date of theFreestanding
SAR’s grant and generally have the same terms and conditions as Stock
Options.

     

    (c) Other
than pursuant to Section 6.2 or as a result of a grant of a Substitute Award,
the Committee shall not be permitted to (i) lower the exercise price of an SAR
after it is granted, (ii) cancel an SAR when the exercise price exceeds the Fair
Market Value of the underlying shares of Common Stock in exchange for another
Award or (iii) take any other action with respect to an SAR that may be treated
as a repricing under the rules and regulations of the New York Stock Exchange,
in each case without shareholder approval.

     

    
      	
              9.3  

            	
              Intentionally
      Omitted

            


    

     

    


    
      	
              9.4  

            	
              Additional
      Terms and Conditions

            


    

     

    The
Committee may, by way of the Award Notice or otherwise, determine such other
terms, conditions, restrictions and/or limitations, if any, of any SAR Award,
provided that
they are not inconsistent with the Plan.

     

    
      	
              9.5  

            	
              Maximum
      Award Payable

            


    

     

    Notwithstanding
any provision contained in the Plan to the contrary, the maximum number of
shares for which SARs may be granted under the Plan to any one Participant for a
thirty-six (36) month period is two million (2,000,000) shares of Common
Stock.

     

    
      	
              9.6  

            	
              Payments
      of SARS

            


    

     

    In the
event that the SAR is paid in cash, the corresponding cash (or equivalents)
thereof shall be paid as of the date that the SAR is exercised.

     

     

    
      ARTICLE
10

       

       

      RESTRICTED
STOCK AWARDS 



    
      	
              10.1  

            	
              Grants

            


    

     

    Awards
under this Article 10 may be granted to Participants, either alone or in
addition to other Awards granted under the Plan as Restricted Stock Awards or
Restricted Stock Unit Awards.  Awards may be granted in the form of
(i) freestanding grants that vest based on the passage of time, or (ii) grants
in payment of earned Performance Awards or other incentive compensation under
another plan maintained by the Company.

     

    
      	
              10.2  

            	
              Award
      Restrictions

            


    

     

    Restricted
Stock Awards or Restricted Stock Unit Awards shall be subject to such terms,
conditions, restrictions, and/or limitations, if any, as the Committee deems
appropriate including, but not by way of limitation, restrictions on
transferability and continued employment; provided, however, they are
not inconsistent with the Plan.  The Committee may modify or
accelerate the delivery of a Restricted Stock Award or Restricted Stock Unit
Award under such circumstances as it deems would be in the best interest of the
Company; provided, however, such action
would not cause a violation of Section 409A.

     

    
      	
              10.3  

            	
              Vesting
      Period for Awards to Employees

            


    

     

    Except as
provided in Section 12.2 or Article 15, the period to achieve full vesting for
Restricted Stock Awards and Restricted Stock Unit Awards granted to Employees in
the form of freestanding grants shall not be shorter than three
years.

    Vesting
under the Plan can be on a pro rata or graded basis over the period or cliff at
the end of the period; provided, however, that grants
made to new hires to replace forfeited awards from a prior employer and grants
in payment of earned Performance Awards (or other incentive compensation) are
not subject to the minimum vesting period.

     

    
      	
              10.4  

            	
              Evidence
      of Award

            


    

     

    Any
Restricted Stock Award or Restricted Stock Unit Award granted under the Plan may
be evidenced in such manner as the Committee deems appropriate, including,
without limitation, book-entry registration or issuance of a stock certificate
or certificates.

     

    ARTICLE
11 

     

     

    OTHER
STOCK-BASED AWARDS

     

    
      	
              11.1  

            	
              Grants

            


    

     

    Awards
under this Article 11 may be granted to Participants, either alone or in
addition to the Awards granted under the Plan, in the form of Other Stock-Based
Awards.  Awards may be granted either as freestanding grants or
payments of earned Performance Awards or other incentive compensation under
another plan maintained by the Company.

     

    
      	
              11.2  

            	
              Conditions
      and Terms of Other Stock-Based
Grants

            


    

     

    The
Committee may by way of the Award Notice or otherwise, determine such other
terms, conditions, restrictions and/or limitations, if any, of any Other
Stock-Based Award, provided that they
are not inconsistent with the Plan.  Other Stock-Based Awards in
the


    
      
         


      

      
        14

        
        

      

      
         


      

    


    form of
deferred stock units shall not be subject to a minimum vesting
period.

     

    ARTICLE
12 

     

     

    PAYMENT
OF AWARDS

     

    
      	
              12.1  

            	
              In
      General

            


    

     

    Absent a
Plan provision to the contrary, payment of Awards may, at the discretion of the
Committee, be made in cash (or equivalents), Common Stock, or a combination of
cash and Common Stock.  In addition, payment of Awards may include
such terms, conditions, restrictions and/or limitations, if any, as the
Committee deems appropriate, including, in the case of Awards paid in the form
of Common Stock, restrictions on transfer and forfeiture provisions; provided, however, such terms,
conditions, restrictions and/or limitations are not inconsistent with the
Plan.  Further, payment of Awards may be made in the form of a lump
sum or installments, as determined by the Committee, in accordance with the
requirements of Section 409A, to the extent applicable.

     

    
      	
              12.2  

            	
              Termination
      of Employment

            


    

     

    Subject
to the requirements of Section 409A, the Committee shall determine the treatment
of a Participant’s Award under the Plan in the event of the Participant’s
termination of employment, either in an individual Award Notice or at the time
of termination.


    
      
         


      

      
        15

        
        

      

      
         


      

    

     

     

    	
            12.3  

          	
            Inimical
      Conduct

          




    If a
Participant performs any act or engages in any activity which the CEO, in the
case of an Employee or former Employee, or the Committee, in the case of the
CEO, a Director, or a former Director, determines is inimical to the best
interests of the Company, the Participant shall, effective as of the date the
Participant engages in such conduct, forfeit all unexercised, unearned and/or
unpaid Awards, including, but not by way of limitation, Awards earned but not
yet paid, all unpaid dividends and dividend equivalents, and all interest, if
any, accrued on the foregoing.

     

    
      	
              12.4  

            	
              Breach
      of Employee’s Agreement

            


    

     

    (a) In General.  A
Participant who engages in conduct described in Section 12.4(c) below shall
immediately: (1) forfeit, effective as of the date the Participant engages in
such conduct, all unexercised, unearned, and/or unpaid Awards, including, but
not by way of limitation, Awards earned but not yet paid, all unpaid dividends
and dividend equivalents, and all interest, if any, accrued on the foregoing;
and (2) pay to the Company the amount of any gain realized or payment received
as a result of any Stock Option or SAR exercised by the Participant under the
Plan within the two year period immediately preceding the date the Participant
engages in such conduct.

     

    (b) Set-Off.  By
accepting an Award under this Plan, a Participant consents to a deduction from
any amounts the Company owes the Participant from time to time (including, but
not limited to, amounts owed to the Participant as wages or other compensation,
fringe benefits, or vacation pay), to the extent of the amounts the Participant
owes the Company under Section 12.4(a).  If the Company elects to make
an off-set in whole or in part, the Company will not off-set amounts owed by a
Participant tothe
Company against amounts subject to Section 409A that are payable by the Company
until the time that payment would have been made, except as permitted by Section
409A.  Whether or not the Company elects to make any set-off in whole
or in part, if the Company does not recover by means of set-off the full amount
the Participant owes the Company, the Participant shall immediately pay the
unpaid balance to the Company.

     

    (c) Conduct.  The
following conduct shall result in the consequences described in Section
12.4(a):

    (i) Kodak.  In
the case of a Participant who has signed a Kodak company employee’s agreement
that has restrictive covenants similar to those in Section (iii) below (an
“Eastman Kodak Company Employee’s Agreement”), the Participant’s breach of the
Eastman Kodak Company Employee’s Agreement.

     

    (ii) Subsidiary.  In
the case of a Participant who is employed by a Subsidiary and has signed a
written agreement with the Subsidiary that contains restrictive covenants
similar to those in the Eastman Kodak Company Employee’s Agreement, the
Participant’s breach of such written agreement.

     

    (iii) Other
Participants.  In the case of a Participant other than a
Participant described in Subsection 12(c)(i) or (ii) above, the Participant
without the prior written consent of Kodak, in the case of an Employee or former
Employee, or the Committee, in the case of a Director or former Director: (A)
engages directly or indirectly in any manner or capacity as principal, agent,
partner, officer, director, stockholder, employee, or otherwise, in any business
or activity competitive with the business conducted by Kodak or any Subsidiary;
or  (B) at
any time divulges to any person or any entity other than the Company any trade
secrets, methods, processes or the proprietary or confidential information of
the Company.  For purposes of this Section 12.4(c)(iii), a Participant
shall not be deemed a stockholder if the Participant’s record and beneficial
ownership amount to not more than 1% of the outstanding capital stock of any
company subject to the periodic and other reporting requirements of the Exchange
Act.

     

    
      
         

      

      
        16

        
        

      

      
         

      

    

     

    ARTICLE
13

     

     

    DIVIDEND
AND DIVIDEND EQUIVALENT

     

    The
Committee may choose, at the time of the grant of an Award or any time
thereafter up to the time of the Award’s payment, to include as part of such
Award an entitlement to receive cash dividends or dividend equivalents, subject
to such terms, conditions, restrictions and/or limitations, if any, as the
Committee may establish.  Dividends and dividend equivalents shall be
paid in such form and manner (i.e., lump sum or installments), and at such
time(s) as the Committee shall determine in accordance with Section 409A, to the
extent applicable.  All dividends or dividend equivalents, which are
not paid currently, may, at the Committee’s discretion, accrue interest or be
reinvested into additional shares of Common Stock subject to the same vesting or
performance conditions as the underlying Award.



    


                                                                                    
ARTICLE 14

     

     

                                                                       
DEFERRAL OF AWARDS

     

    At the
discretion of the Committee, payment of any Award, dividend, or dividend
equivalent, or any portion thereof, may be deferred by a Participant until such
time as the Committee may establish in accordance with Section 409A and other
applicable federal income tax requirements.  All such deferrals shall
be accomplished by the delivery of a written, irrevocable election by the
Participant prior to the time established by the Committee for such purpose, on
a form provided by the Company.  Further, all deferrals shall be made
in accordance with administrative guidelines established by the Committee to
ensure that such deferrals comply with Section 409A and all other applicable
requirements of the Code.  Deferred payments shall be paid in a lump
sum or installments, as determined by the Committee in accordance with the
requirements of Section 409A.  Deferred Awards may also be credited
with interest, at such rates to be determined by the Committee, and, with
respect to those deferred Awards denominated in the form of Common Stock, with
dividends or dividend equivalents.

     

    
      
         

      

      
        17

        
        

      

      
         

      

    

     

    ARTICLE
15 

     

     

    CHANGE
IN CONTROL

     

    
      	
              15.1  

            	
              Treatment
      of Non-Continued Awards

            


    

     

    Notwithstanding
any provision contained in the Plan, including, but not limited to, Section 4.4,
the provisions of this Article 15 shall control over any contrary
provision.  Except as otherwise set forth in Section 15.6, upon a
Change in Control: (i) the terms of this Article 15 shall immediately become
opertive, without further action or consent by any person or entity unless
otherwise expressly set forth in an Award Notice, (ii) all terms, conditions,
restrictions, and limitations in effect on any unexercised, unearned, unpaid,
and/or deferred Award in each case, other than Performance Awards, or any other
outstanding Award, shall immediately lapse as of the date of such event;
(iii) no other terms, conditions, restrictions and/or limitations shall be
imposed upon any Awards on or after such date, and in no circumstance shall an
Award be forfeited on or after such date; and (iv) except in those instances
where a prorated Award is required to be paid under this Article 15, all
unexercised, unvested, unearned, and/or unpaid Awards or any other outstanding
Awards shall automatically become one hundred percent (100%) vested
immediately.  Notwithstanding the
foregoing, the treatment described in this Section 15.1 shall not apply
to any Award to the extent that such treatment would violate Section 409A unless
the Change in Control event also qualifies as a Section 409A Change in Control,
in which event the treatment described in this Section 15.1 shall further apply
to such Award to the extent such treatment would not violate Section
409A.


    
      
         


      

      
        18

        
        

      

      
         


      

    


     

    
      	
              15.2  

            	
              Dividends
      and Dividend Equivalents

            


    

     

    Except as
otherwise set forth in Section 15.6, upon a Change in Control, all unpaid
dividends and dividend equivalents and all interest accrued thereon, if any,
shall be treated and paid under this Article 15 in the identical manner and time
as the Award under which such dividends or dividend equivalents have been
credited.  For example, if upon a Change in Control, an Award under
this Article 15 is to be paid in a prorated fashion, all unpaid dividends and
dividend equivalents with respect to such Award
shall be paid according to the same formula used to determine the amount of such
prorated Award.  Notwithstanding the foregoing, if such dividends or
dividend equivalents are subject to Section 409A and the treatment described by
this Section 15.2 would violate Section 409A, then the treatment described in
this Section 15.2 shall not apply to the extent such treatment would
violate Section 409A unless the Change in Control event also qualifies as a
Section 409A Change in Control, in which event the treatment described in this
Section 15.2 shall further apply to such dividends and dividend equivalents to
the extent such treatment would not violate Section 409A.  Any payment
of unpaid dividends and dividend equivalents pursuant to this Section 15.2 shall
be made as soon as practicable following the Change in Control event, but in no
event later than ninety (90) days thereafter.

     

    
      	
              15.3  

            	
              Valuation
      and Payment of Awards; Treatment of Performance
  Awards

            


    

     

    Except as
otherwise set forth in Section 15.6, upon a Change in Control, any Participant,
whether or not he or she is still employed by the Company, shall be paid, in a
single lump-sum cash payment, as soon as practicable but in no event later than
ninety (90) days after the Change in Control, in exchange for all of his or her
Freestanding SARs, Stock Options (including Incentive Stock Options), Other
Stock-Based Awards, Restricted Stock Awards and Restricted Stock Unit Awards,
and all other outstanding Awards (including those granted by the Committee
pursuant to its authority under Subsection 4.2(o) hereof), other than
Performance Awards, a cash payment (or the delivery of shares of stock, other
securities or a combination of cash, stock and securities equivalent to such
cash payment) equal to the difference, if any, between the Change in Control
Price and the purchase price per share, if any, under the Award multiplied by
the

    number of
shares of Common Stock subject to such Award; provided that if such
product is zero or less, the Awards will be cancelled and terminated without
payment therefor.  For Performance Awards, regardless of Section 15.6,
(A) if at the time of the Change in Control more than fifty percent (50%) of the
applicable Performance Cycle has elapsed, the Performance Award granted to the
Participant shall vest and Awards shall be paid out as soon as practicable, but
in no event later than ninety (90) days after the Change in Control event, in an
amount equal to the greater of (i) the target performance set out in the
Performance Formula or (ii) actual performance to date, and (B) if at the time
of the Change in Control fifty percent (50%) or less of the applicable
Performance Cycle has elapsed, the Performance Award granted to the Participant
shall vest and Awards shall be paid out as soon as practicable, but in no event
later than ninety (90) days after the Change in Control event, in an amount
equal to fifty percent (50%) of target performance set out in the Performance
Formula without consideration of actual performance to
date.  Notwithstanding the foregoing, if the Award is subject to
Section 409A and the treatment described by this Section 15.3 would violate
Section 409A, then the treatment described in this Section 15.3 shall not
apply to the extent such treatment would violate Section 409A unless the
Change in Control event also qualifies as a Section 409A Change in Control, in
which event the treatment described in this Section 15.3 shall further apply to
such Award to the extent such treatment would not violate Section
409A.

     

    
      	
              15.4  

            	
              Deferred
      Awards

            


    

     

    Upon a
Change in Control, all Awards deferred by a Participant under Article 14 hereof,
but for which he or she has not received payment as of such date, shall be paid
in a single lump-sum cash payment as soon as practicable, but in no event later
than ninety (90) days after the Change in Control.  For purposes of
making such payment, the value of all Awards that are equity-based shall be
determined by the Change in Control Price.  Notwithstanding the
foregoing, if the Award is subject to Section 409A and the treatment described
by this Section 15.4 would violate Section 409A, then the treatment described in
this Section 15.4 shall not apply to the extent such treatment would
violate Section 409A unless the Change in Control event also qualifies as a
Section 409A Change in Control, in which event the treatment described in this
Section 15.4 shall further apply to such Award to the extent such treatment
would not violate Section 409A.


    
      
         


      

      
        19

        
        

      

      
         


      

    


     

    
      	
              15.5  

            	
              Miscellaneous

            


    

     

    Upon a
Change in Control, the provisions of Sections 12.2, 12.3, 12.4 and 16.3 hereof
shall become null and void and of no further force and effect and 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 the Plan with respect to any Award to which the
Participant may have become entitled hereunder on or prior to the date of such
action or as a result of such Change in Control.

     

    
      	
              15.6  

            	
              Continuation
      of Awards

            


    

     

    Unless
otherwise determined by the Committee, upon a Change in Control pursuant to
which the Surviving Company or Parent Company, as applicable, assumes (or
substitutes) all outstanding Awards (other than Performance Awards) pursuant to
the terms hereof, then the provisions of Sections 15.1 through 15.3 shall not
apply to any Award; provided, however, that if the Award is subject to Section
409A and the treatment described
by this Section 15.6 would violate Section 409A, then the treatment described in
this Section 15.6 shall not apply to the extent such treatment would
violate Section 409A.  The Committee shall determine in its sole
discretion whether an Award shall be considered “assumed” or
“substituted.”  Without limiting the foregoing, for the purposes of
this Article, a Stock Option or SAR shall be considered “assumed” or
“substituted” if in the reasonable determination of the Committee, (i) the
aggregate intrinsic value (the difference between the then Fair Market Value and
the exercise price per share of Common Stock multiplied by the number of shares
of Common Stock subject to such award) of the assumed (or substituted) Award
immediately after the Change in Control is substantially the same as the
aggregate intrinsic value of such Award immediately before such transaction,
(ii) the ratio of the exercise price per assumed (or substituted) Award to
the fair market value per share of successor corporation stock immediately after
the Change in Control is substantially the same as such ratio for such Award
immediately before such transaction, (iii) the Award is exercisable for the
consideration approved by the Committee (including shares of stock, other
securities or property or a combination of cash, stock, securities and other
property), and (iv) the other terms and conditions of the Stock Options or SARs
remain substantially the same.  For the purposes of this Article,
Restricted Stock Awards and Restricted Stock Unit Awards shall be considered an
assumed (or substituted) Award if in the reasonable determination of the
Committee, the value and terms and conditions of the assumed (or substituted)
Award immediately after the Change in Control are substantially the same as the
value and terms and conditions of such Award immediately before such
transaction.

     

    
      	
              15.7  

            	
              Termination
      of Employment Following A Change in
Control

            


    

     

    (a) Eligibility.  Notwithstanding
any provision contained in the Plan, including, but not limited to, Sections
4.4, and 12.2, the provisions of this Section 15.7 shall control over any
contrary provision.  All Participants shall be eligible for the
treatment afforded by this Section 15.7 if their employment by the Company
terminates within  two years following a Change in Control, unless the
termination is due to (i) death, (ii) Disability, (iii) one of the following
reasons (A) the willful and continued failure by the Participant to
substantially perform his or her duties with his or her employer after a written
warning identifying the lack of substantial performance is delivered to the
Participant by his or her employer to specifically identify the manner in which
the employer believes that Participant has not substantially performed his or
her duties, or (B) the willful engaging by the Participant in illegal conduct
which is materially and demonstrably injurious to Kodak or a Subsidiary, (iv)
resignation other than (A) a resignation from a declined reassignment to a job
that is not reasonably equivalent in responsibility or compensation (as would be
determined under Kodak’s Termination Allowance Plan), or that is not in the same
geographic area (as would be determined under Kodak’s Termination Allowance
Plan), or (B) a resignation within 30 days following a reduction in base pay, or
(v) Retirement.

    (b) If a
Participant is eligible for treatment under this Section 15.7, (i) all of
the terms, conditions, restrictions, and limitations in effect on any of his or
her unexercised, unearned, unpaid and/or deferred Awards shall immediately lapse
as of the date of his or her termination of employment; (ii) no other terms,
conditions, restrictions and/or limitations shall be imposed upon any of his or
her Awards on or after such date, and in no
event shall any of his or her Awards be forfeited on or after such date; and
(iii) except in those instances where a prorated Award is required to be
paid under this Article 15, all of his or her unexercised, unvested,
unearned and/or unpaid Awards shall automatically become one hundred percent
(100%) vested immediately upon his or her termination of employment; provided, however, the
treatment described in this Section 15.7 shall not apply to any Award
subject to Section 409A to the extent such treatment would violate Section 409A
unless (A) the Change in Control event also qualifies as a Section 409A
Change in Control, and (B) the termination of employment qualifies as a
“separation from service” for purposes of Section 409A, in which event the
treatment described in this Section 15.7 shall further apply to such Award to
the extent such treatment would not violate Section 409A.  Payment of
Awards shall be made as soon as practicable following the Participant’s
termination of employment, but in no event later than ninety (90) days
thereafter, unless the Participant at the time of his or her termination of
employment is subject to the six-month waiting period following separation from
service that Kodak requires for certain executive employees as a result of
Section 409A, in which event payment instead will be made as soon as practicable
after the expiration of such period, but in no event later than ninety (90) days
thereafter.

     

    (c) If a
Participant is eligible for treatment under this Section 15.7, all of his or her
unpaid dividends and dividend equivalents and all interest accrued thereon, if
any, shall be treated and paid under this Article 15 in the identical manner and
time as the Award under which such dividends or dividend equivalents have been
credited.  Notwithstanding the foregoing, if such dividends or
dividend equivalents are subject toSection
409A and the treatment described by this Section 15.7(c) would violate
Section 409A, then the treatment described in this Section 15.7(c)
shall not apply to the extent such treatment would violate Section 409A unless
(A) the Change in Control event also qualifies as a Section 409A Change in
Control, and (B) the termination of employment qualifies as a “separation
from service” for purposes of Section 409A, in which event the treatment
described in this Section 15.7(c) shall further apply to such dividends and
dividend equivalents to the extent such treatment would not violate Section
409A.  Any payment of unpaid dividends and dividend equivalents
pursuant to this Section 15.7(c) shall be made as soon as practicable
following the Participant’s termination of employment, but in no event later
than ninety (90) days thereafter, unless the Participant at the time of his or
her termination of employment is subject to the six-month waiting period
following separation from service that Kodak requires for certain executive
employees as a result of Section 409A, in which event payment instead will be
made as soon as practicable after the expiration of such period, but in no event
later than ninety (90) days thereafter.

     

    
      	
              15.8  

            	
              Legal
      Fees

            


    

     

    Kodak
shall pay all reasonable legal fees and related expenses incurred by a
Participant in seeking to obtain or enforce any payment, benefit or right he or
she reasonably may be entitled to under the Plan in connection with a Change in
Control; provided, however, the
Participant shall be required to repay any such amounts to Kodak to the extent a
court of competent jurisdiction issues a final and non-appealable order setting
forth the determination that the position taken by the Participant was frivolous
or advanced in bad faith.  Any reimbursement by Kodak under this
section shall be made in accordance
with Eastman Kodak Company’s Policy Regarding Section 409A
Compliance.

     

    ARTICLE
16 

     

     

    MISCELLANEOUS

     

    
      	
              16.1  

            	
              Nonassignability

            


    

     

    (a) In General.  Except
as otherwise determined by the Committee or as otherwise provided in Subsection
(b) below, no Awards or any other payment under the Plan shall be subject to any
manner to alienation, anticipation, sale, transfer (except by will, the laws of
descent and distribution, or domestic relations order), assignment, pledge, or
encumbrance, nor shall any Award be payable to or exercisable by anyone other
than the Participant to whom it was granted.

     

    (b) Non-Qualified Stock
Options.  The Committee shall have the discretionary authority
to grant Awards of Non-Qualified Stock Options or amend outstanding Awards of
Non-Qualified Stock Options to provide that they be transferable, subject to
such terms and conditions as the Committee shall establish.  In
addition to any such terms and conditions, the following terms and conditions
shall apply to all transfers of Non-Qualified Stock Options:

     

    (i) Permissible
Transferors.  The only Participants permitted to transfer their
Non-Qualified Stock Options are those Participants who are, on the date of the
transfer of their Non-Qualified Stock Option, either in wage grade 56 or above,
or the equivalent thereof, a corporate officer of Kodak, or a
Director.


    
      
         


      

      
        20

        
        

      

      
         


      

    


    (ii) Permissible
Transferees.  Transfers shall only be permitted to:
(i) the Participant’s “Immediate Family Members,” as that term is defined
in Subsection (b)(9) below; (ii) a trust or trusts for the exclusive benefit of
such Immediate Family Members; or (iii) a family partnership or family limited
partnership in which each partner is, at the time of transfer and all times
subsequent thereto, either an Immediate Family Member or a trust for the
exclusive benefit of one or more Immediate Family Members.

    (iii) No
Consideration.  All transfers shall be made for no
consideration.

     

    (iv) Subsequent
Transfers.  Once a Participant transfers a Non-Qualified Stock
Option, any subsequent transfer of such transferred option shall,
notwithstanding Section 16.1(b)(i) to the contrary, be permitted provided, however, such
subsequent transfer complies with all of the terms and conditions of this
Section 16.1(b), with the exception of Section 16.1(b)(i).

     

    (v) Transfer Agent.  In
order for a transfer to be effective, the Committee’s designated transfer agent
must be used to effectuate the transfer.  The costs of such transfer
agent shall be borne solely by the transferor.

     

    (vi) Withholding.  In
order for a transfer to be effective, a Participant must agree in writing prior
to the transfer on a form provided by Kodak to pay any and all payroll and
withholding taxes due upon exercise of the transferred option.  In
addition, prior to the exercise of a transferred option by a transferee,
arrangements must be made by the Participant with Kodak for the payment of all
payroll and withholding taxes.

     

    (vii) Terms and Conditions of Transferred
Option.  Upon transfer, a Non-Qualified Stock Option continues
to be governed by and subject to the terms and conditions of the Plan and the
Stock Option’s applicable administrative guide and Award Notice.  A
transferee of a Non-Qualified Stock Option is entitled to the same rights as the
Participant to whom such Non-Qualified Stock Options were awarded, as if no
transfer had taken place.  Accordingly, the rights of the transferee
are subject to the terms and conditions of the original grant to the
Participant, including provisions relating to expiration date, exercisability,
option price and forfeiture.

     

    (viii) Notice to
Transferees.  Kodak shall be under no obligation to provide a
transferee with any notice regarding the transferred options held by the
transferee upon forfeiture or any other circumstance.

     

    (ix) Immediate Family
Member.  For purposes of this Section 16.1, the term “Immediate
Family Member” shall mean the Participant and his or her spouse, children or
grandchildren, whether natural, step or adopted children or
grandchildren.

     

     

    
      	
              16.2  

            	
              Withholding
      Taxes

            


    

     

    In
connection with any payments to a Participant or other event under the Plan that
gives rise to a federal, state, local or other tax withholding obligation
relating to the Plan (including, without limitation, FICA tax), the Company
shall be entitled to deduct from any payment under the Plan, regardless of the
form of such payment, the amount of all applicable income and employment taxes
required by law to be withheld (or cause to be withheld) with respect to such
payment or may require the Participant to

    pay to
the Company such tax prior to and as a condition of the making of such
payment.  In accordance with any applicable administrative guidelines
it establishes, the Committee may allow a Participant to pay the amount of taxes
required to be withheld from an Award by withholding from any payment of Common
Stock due as a result of such Award at minimum statutory tax rates, or by
permitting the Participant to tender (actually or through attestation) to the
Company, shares of Common Stock having a Fair Market Value, as determined by the
Committee, equal to the amount of such required withholding taxes up to the
maximum marginal tax rate.

     

    
      	
              16.3  

            	
              Amendments
      to Awards

            


    

     

    The
Committee may at any time unilaterally amend any unexercised, unearned or unpaid
Award, including, but not by way of limitation, Awards earned but not yet paid,
to the extent it deems appropriate; provided, however, that (a)
any such amendment which, in the opinion of the Committee, materially impairs
the rights or materially increases the obligation of a Participant under an
outstanding Award shall be made only with the consent of the Participant (or,
upon the Participant’s death, the person having the right to exercise the
Award), except that amendments to implement administrative changes to the Plan
that are deemed necessary or advisable by the Committee for compliance with laws
shall not require Participant consent, and (b) no such amendment shall cause a
violation of Section 409A.  By means of illustration but not
limitation, the Committee may restrict the method of exercise of an Award to
avoid securities laws or exchange control filings, laws or
regulations.


    
      
         


      

      
        21

        
        

      

      
         


      

    

     

    
      	
              16.4  

            	
              Regulatory
      Approvals and Listings

            


    

    
          Notwithstanding anything
contained in this Plan to the contrary, the Company shall have no obligation to
issue or deliver certificates of Common Stock evidencing any Award resulting in
the payment of Common Stock prior to (a) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine
to be necessary or advisable, (b) the admission of such shares to listing on the
stock exchange on which the Common Stock may be listed, and (c) the completion
of any registration or other qualification of said shares under any state or
federal law or ruling of any governmental body which the Company shall, in its
sole discretion, determine to be necessary or advisable.

     

    
      	
              16.5  

            	
              No
      Right to Continued Employment or
Grants

            


    

     

    Participation
in the Plan shall not give any Employee any right to remain in the employ of
Kodak or any Subsidiary.  Kodak or, in the case of employment with a
Subsidiary, the Subsidiary, reserves the right to terminate any Employee at any
time for any or no reason.  Further, the adoption of this Plan shall
not be deemed to give any Employee or any other individual any right to be
selected as a Participant or to be granted an Award.  In addition, no
Employee having been selected for an Award, shall have at any time the right to
receive any additional Awards.

     

    
      	
              16.6  

            	
              Amendment/Termination

            


    

     

    The
Committee may suspend or terminate the Plan at any time for any reason with or
without prior notice.  In addition, the Committee may, from time to
time for any reason and with or without prior notice, amend the Plan in any
manner, but may not (a) without shareholder approval adopt any amendment which
would require the vote of the
shareholders of Kodak required under the New York Stock Exchange’s shareholder
approval rules, or (b) adopt any amendment to the Plan which would cause any
Award outstanding under the Plan at the time of the amendment to violate Section
409A.

     

    
      	
              16.7  

            	
              Governing
      Law

            


    

     

    The Plan
shall be governed by and construed in accordance with the laws of the State of
New York, except as superseded by applicable federal law, without giving effect
to its conflicts of law provisions.

     

    
      	
              16.8  

            	
              No
      Right, Title or Interest in Company Assets; No Rights as a
      Shareholder

            


    

     

    No
Participant shall have any rights as a shareholder, including the right to vote,
as a result of participation in the Plan until the date of issuance of a stock
certificate in his or her name or such other evidence of ownership as may be
determined by the Committee and, in the case of Restricted Stock Awards such
rights as are granted to the Participant under the Plan.  To the
extent any person acquires a right to receive payments from the Company under
the Plan, such rights shall be no greater than the rights of an unsecured
creditor of the Company and the Participant shall not have any rights in or
against any specific assets of the Company.  All of the Awards granted
under the Plan shall be unfunded.

     

    
      	
              16.9  

            	
              Section
      16 of the Exchange Act

            


    

     

    In order
to avoid any Exchange Act violations, the Committee may, from time to time,
impose additional restrictions upon an Award, including but not limited to,
restrictions regarding tax withholdings.


    
      
         


      

      
        22

        
        

      

      
         


      

    

     

     

    
      	
              16.10  

            	
              No
      Guarantee of Tax Consequences 

            


    

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

     

    
      	
              16.11  

            	
              Other
      Benefits

            


    

     

    No Award
granted under the Plan shall be considered compensation for purposes of
computing benefits under any retirement plan of the Company nor affect any
benefits or compensation under any other benefit or compensation plan of the
Company now or subsequently in effect.

     

    
      	
              16.12  

            	
              Section
      Headings

            


    

     

    The
section headings contained herein are for the purpose of convenience only and
are not intended to define or limit the contents of the sections.

     

    
      	
              16.13  

            	
              Severability;
      Entire Agreement

            


    

     

    If any of
the provisions of this Plan or any Award Notice is finally held to be invalid,
illegal or unenforceable (whether in whole or in part), such provision shall be
deemed modified to the extent, but only to the extent, of such invalidity,
illegality or unenforceability and the remaining provisions shall not be
affected thereby; provided, that if any
of such provisions is finally held to be invalid, illegal, or unenforceable
because it exceeds the maximum scope determined to be acceptable to permit such
provision
to be enforceable, such provision shall be deemed to be modified to the minimum
extent necessary to modify such scope in order to make such provision
enforceable hereunder.  The Plan, any administrative guidelines or
sub-plans issued pursuant to Section 4.2(i), and any Award Notices contain the
entire agreement of the parties with respect to the subject matter thereof and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.

     

    
      	
              16.14  

            	
              No
      Third Party Beneficiaries

            


    

     

    Except as
expressly provided therein, neither the Plan nor any Award Notice shall confer
on any person other than the Company and the grantee of any Award any rights or
remedies thereunder.

     

    
      	
              16.15  

            	
              Successors
      and Assigns

            


    

     

    The terms
of this Plan shall be binding upon and inure to the benefit of the Company and
its successors and assigns.

     

    
      	
              16.16  

            	
              Waiver
      of Claims

            


    

     

    Each
Participant recognizes and agrees that prior to being selected by the Committee
to receive an Award he or she has no right to any benefits
hereunder.  Accordingly, in consideration of the Participant’s receipt
of any Award hereunder, he or she expressly waives any right to contest the
amount of any Award, the terms of any Award Notice, any determination, action or
omission hereunder or under any Award Notice by the Committee, the Company or
the Board, or any amendment to the Plan or any Award Notice (other than an
amendment to this Plan or an Award Agreement to which his or her consent is
expressly required by the express terms of the Plan or an Award
Notice).


    
      
         


      

      
        23

        
        

      

      
         


      

    


     

    
      	
              16.17  

            	
              Section
      409A

            


    

     

    The Plan
and the Awards granted thereunder are intended to be exempt from or comply with
the requirements of Section 409A, and the Plan, and Award Notices and
administrative guides issued thereunder, shall be administered and interpreted
consistent with such intention.  In addition, the Plan, Award Notices
and administrative guidelines will be interpreted and administered in accordance
with Eastman Kodak Company’s Policy Regarding Section 409A Compliance with
respect to benefits subject to Section 409A.


    
      
         


      

      
        24

        
        

      

      
         


      

    


    


     

    APPENDIX
A

     

     

    EASTMAN
KODAK COMPANY 2005 OMNIBUS LONG TERM COMPENSATION PLAN

     

    (a) Introduction.  The
terms of this Appendix A apply to all Awards, other than Stock Options or SARs,
that are intended by the Committee to satisfy the requirements for deductibility
as “performance-based compensation” under Section 162(m)(4)(C) of the
Code.

     

    (b) Definitions

    The
capitalized terms used in this Appendix shall have the same meaning as set forth
in the Plan, unless otherwise defined below.

    (i) Committee

    “Committee”
means the Executive Compensation and Development Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan;
provided that
the Committee shall consist of at least two directors, each of whom is an
“outside director” within the meaning of Section 162(m) of the Code and the
applicable regulations thereunder.

     

    (ii) Performance
Criteria

    “Performance
Criteria,” shall mean any of the following for the Company on a consolidated
basis and/or for any subsidiary, division, business unit or one or more business
segments: return on net assets (“RONA”), return on shareholders’ equity, return
on assets, return on capital, shareholder returns, total shareholder return,
return on invested capital, profit margin, earnings per share, net earnings,
operating earnings, Common Stock price per share, sales or market share, unit
manufacturing cost, working capital, productivity, days sales in inventory, days
sales outstanding, revenue, revenue growth, cash flow and investable cash
flow.


    
      
         


      

      
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    (c) Awards

    (i) Eligible
Employees.  All Employees are eligible to be selected for a
Performance Award during a Performance Cycle.

    (ii) Performance
Cycle.  For purposes of this Appendix A, a Performance Cycle
shall be at least twelve (12) calendar months.

    (iii) Committee
Discretion.  To the extent required by Section 162(m) of the
Code, the Committee shall have full discretion, within the first ninety (90)
days of a Performance Cycle (or, if longer, within the maximum period allowed
under Section 162(m) of the Code), to designate the Employees who will be
Participants for the Performance Cycle, the length of such Performance Cycle,
the type(s) of Awards to be issued, the Performance Criteria that will be used
to calculate, in an objective manner, the Performance Formula, the kind(s)
and/or level(s) of the goals under the Performance Formula, whether the
Performance Criteria shall apply to the Company, Kodak, a Subsidiary, or any one
or more subunits of the foregoing, and the Performance Formula.

     

    (iv) Adjustment of
Awards.  The Committee is authorized at any time during the
first ninety (90) days of a Performance Cycle, or at any time thereafter (but
only to the extent the exercise of such authority after the first ninety (90)
days of a Performance Cycle would not cause the Awards granted to the
Participant for the Performance Cycle to fail to qualify as “performance-based
compensation” under Section 162(m) of the Code), in its sole and absolute
discretion, to adjust or modify the Performance Formula for such Performance
Cycle in order to prevent the dilution or enlargement of the rights of
Participants, (A) in the event of, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event or development; (B) in
recognition of, or in anticipation of, any other unusual or nonrecurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions; and (C) in view of the
Committee’s assessment of the business strategy of the Company, performance of
comparable organizations, economic and business conditions, and any other
circumstances deemed relevant.  In no event shall the Award of any
Participant who is a Covered Employee be adjusted pursuant to Section 6.2 of the
Plan to the extent it would cause such Award to fail to qualify as
“performance-based compensation” under Section 162(m) of the Code.

     

    (v) Determination of
Awards.  Following the completion of a Performance Cycle, the
Committee shall review and certify in writing whether, and to what extent, the
goals under the Performance Formula for the Performance Cycle have been achieved
and, if so, to calculate and certify in writing the amount of the Awards earned
for the period.  The Committee shall then determine the actual size of
each Participant’s Award for the Performance Cycle.  In determining
the actual size of an individual Award for a Performance Cycle, the Committee
may reduce (but not increase) or eliminate the amount of the Award earned under
the Performance Formula for the Performance Cycle, if in the Committee’s sole
judgment, such reduction or elimination is appropriate.


    
      
         


      

      
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