exhibit1018.htm


    Exhibit
(10.18)

    


    EASTMAN
KODAK COMPANY

    2000
OMNIBUS LONG-TERM COMPENSATION PLAN

    


    Article                                                                                                                             Page

    


    1.           Purpose
and Term of
Plan                                                                                1

    


    2.           Definitions                                      
                                                                   2

    


    3.           Eligibility                                          
                                                                 13

    


    4.           Plan
Administration                                                                                         14

    


    5.           Forms
of
Awards                               
                                                              16

    


    6.           Shares
Subject to
Plan                                                                                     17

    


    7.           Performance
Awards                                                                                        19

    


    8.           Stock
Options                                                                                                   21

     

    9.           Stock
Appreciation
Rights                                                                              25

    


    10.           Stock
Awards                                                                                                  26

    


    11.           Performance
Units                                                                                           27

    


    12.           Performance
Shares                                                                                         28

    


    13.           Performance
Stock
Program                                                                           29

    


    14.           Payment
of
Awards                                                                 
                       33

    


    15.           Dividend
and Dividend
Equivalents                                                             35

    


    16.           Deferral
of
Awards                                                                                           36

    


    17.           Change
In
Ownership                                                                                      37

    


    18.           Change
In
Control                                                                              
             42

    


    19.           Miscellaneous                                                                                                   47


    
      
        
          As
amended 01-01-2009

        

         


      

      
         


        
        

      

      
         


      

    


    Exhibit
A               Rules
of the 2000 Omnibus Long-Term Compensation

    Plan for French
Employees                                                                

    


    Exhibit
B                 Australian
Addendum                                                                                                           

    


    Exhibit
C                Rules
of the Eastman Kodak Company

    2000
Omnibus Long-Term Compensation Plan for Grants

    to French
Employees on or After August 26, 2002

    


    Exhibit
D             
 Australian Addendum for Grants On or After

    August
26,
2002                                                                                                           

    


    Ó 2002, Eastman Kodak
Company

    As
Amended Effective January 1, 2009


    
      
        
          As
amended 01-01-2009

        

         


      

      
         


        
        

      

      
         


      

    


    


    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 incentives to such Employees and Directors
through the ownership and performance of Kodak Common Stock.

    


    1.2           Term

    


    The Plan
will become effective on January 1, 2000, subject to its approval by Kodak's
shareholders at the 1999 Annual Meeting of the Shareholders.  Awards
may not be granted after December 31, 2004; except that the Committee may grant
Awards after this date in recognition of performance for Performance Cycles
commencing prior to such date.

     

    


    
      
         

      

      
        1

        
        

      

      
         

      

    

    


    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.  This Plan should be construed in a manner consistent with the
intent of Kodak to establish an omnibus long-term compensation plan subject to
fixed accounting treatment.

    


    2.1           Approved
Reason

    


    “Approved
Reason” means a reason for terminating employment with the Company which, in the
opinion of the Committee, is in the best interests of the Company.

    


    2.2           Award

    


    "Award"
means any form of stock option, stock appreciation right, Stock Award,
performance unit, performance share, Performance Award, shares of Common Stock
under the Performance Stock Program, or other incentive award granted under the
Plan, 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.

    


    2.3           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 will 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.

    


    2.4           Award
Payment Date

    


    “Award
Payment Date” means, for a Performance Cycle, the date the Awards for such
Performance Cycle shall be paid to Participants.  The Award Payment
Date for a Performance Cycle shall occur as soon as administratively possible
following the completion of the certifications required pursuant to Subsection
13.5(c).

    


    2.5           Board

    


    "Board"
means the Board of Directors of Kodak.


    
      
        
          As
amended 01-01-2009

        

         


      

      
        2

        
        

      

      
         


      

    


    


    2.6           Capital
Charge

    


    “Capital
Charge” means, for a Performance Period, the amount obtained by multiplying the
Cost of Capital for the Performance Period by the Operating Net Assets for the
Performance Period.

    


    2.7           Cause

    


    "Cause"
means (a) the willful and continued failure by an Employee to substantially
perform his or her duties with his or her employer after written warnings
identifying the lack of substantial performance are delivered to the Employee by
his or her employer to specifically identify the manner in which the employer
believes that the Employee has not substantially performed his or her duties, or
(b) the willful engaging by an Employee in illegal conduct which is materially
and demonstrably injurious to Kodak or a Subsidiary.

    


    2.8           CEO

    


    “CEO”
means the Chief Executive Officer of Kodak.

    


    2.9           Change
In Control

    


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

              


      

    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under
      the Act), directly or indirectly, of securities of Kodak representing 25%
      or more of the combined voting power of Kodak’s then outstanding
      securities eligible to vote for

            


    


    
      
        
          As
amended 01-01-2009

        

         


      

      
        3

        
        

      

      
         


      

    


    
      	
               
      

            	
              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, or (3) by any underwriter
      temporarily holding securities pursuant to an offering of such
      securities;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      consummation of a merger, consolidation, statutory share exchange or
      similar form of corporate transaction involving Kodak or any of its
      Subsidiaries that requires the approval of Kodak’s shareholders, whether
      for such transaction or the issuance of securities in the transaction (a
      “Reorganization”), or sale or other disposition of all or substantially
      all of Kodak’s assets to an entity that is not an affiliate of Kodak (a
      “Sale”), unless immediately following such Reorganization or
      Sale:  (1) more than 60% of the total voting power of (x) the
      corporation resulting from such Reorganization or Sale (the “Surviving
      Company”), or (y) if applicable, the ultimate parent corporation that
      directly or indirectly has beneficial ownership of 100% of the voting
      securities eligible to elect directors of the Surviving Company (the
      “Parent Company”), is represented by Kodak Voting Securities that were
      outstanding immediately prior to such Reorganization or Sale (or, if
      applicable, is represented by shares into which such Kodak Voting
      Securities were converted pursuant to such Reorganization or Sale), and
      such voting power among the holders thereof is in substantially the same
      proportion as the voting power of such Kodak Voting Securities among the
      holders thereof immediately prior to the Reorganization or Sale, (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 or Sale were Incumbent Directors at the time of the Board’s
      approval of the execution of the initial agreement providing for such
      Reorganization or Sale (any Reorganization or Sale which satisfies all of
      the criteria specified in (1), (2) and (3) above shall be deemed to be a
      “Non-Qualifying Transaction”); or

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


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


    
      
        
          As
amended 01-01-2009

        

         


      

      
        4

        
        

      

      
         


      

    


    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.

    


    2.10        Change
In Control Price

    


    "Change
In Control Price" means the highest closing price per share paid for the
purchase of Common Stock on the New York Stock Exchange during the ninety (90)
day period ending on the date the Change In Control occurs.

    


    2.11        Change
In Ownership

    


    "Change
In Ownership" means a Change In Control that results directly or indirectly in
Kodak's Common Stock ceasing to be actively traded on the New York Stock
Exchange.

    


    2.12        Code

    


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

    


    2.13        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, all of
whom are both a “Non-Employee Director” within the meaning of Rule 16b-3 under
the Exchange Act and an “outside director” within the meaning of the definition
of such term as contained in Proposed Treasury Regulation Section
1.162-27(e)(3), or any successor definition adopted.

    


    2.14        Common
Stock

    


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

    


    2.15        Company

    


    “Company”
means Kodak and its Subsidiaries.


    
      
        
          As
amended 01-01-2009

        

         


      

      
        5

        
        

      

      
         


      

    


    


    2.16        Cost
of Capital

    


    “Cost of
Capital” means, for a Performance Period, the estimated weighted average of the
Company’s cost of equity and cost of debt for the Performance Period as
determined by the Committee in its sole and absolute discretion.  The
Committee will

    determine
the Cost of Capital for a Performance Period within the first 90 days of the
Performance Period.

    


    2.17        Covered
Employee

    


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

    


    2.18        Director

    


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

    


    2.19        Disability

    


    “Disability”
means a disability 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.

    


    2.20        Economic
Profit

    


    “Economic
Profit” means, for a Performance Period, the Net Operating Profit After Tax that
remains after subtracting the Capital Charge for such Performance
Period.  Economic Profit may be expressed as follows: Economic Profit
= Net Operating Profit After Tax – Capital Charge.  Economic Profit
may be either positive or negative.

    


    2.21        Economic
Value Added or EVA

    


    “Economic
Value Added or EVA” means Economic Profit for the current year minus Economic
Profit for the immediately prior year.

    


    2.22        Effective
Date

    


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

    


    2.23        Employee

    


    "Employee"
means: (a) any person employed by Kodak on a full or part time basis; (b) any
person employed by a Subsidiary on a full or part time basis; or (c) any person
employed by a foreign country identified in writing by the Committee who is
providing


    
      
        
          As
amended 01-01-2009

        

         


      

      
        6

        
        

      

      
         


      

    


    services
to a Subsidiary pursuant to a written contract between such country and the
Company and who would, but for the laws of such country, otherwise be classified
by the Subsidiary as an Employee.

    


    2.24        Exchange
Act

    


    "Exchange
Act" means the Securities and Exchange Act of 1934, as amended from time to
time, including rules thereunder and successor provision and rules
thereto.

    


    2.25        Key
Employee

    


    “Key
Employee” means a senior level Employee who holds a position of responsibility
in a managerial, administrative, or professional capacity.

    


    2.26        Kodak

    


    "Kodak"
means Eastman Kodak Company.

    


    2.27        Negative
Discretion

    


    “Negative
Discretion” means the discretion authorized by the Plan to be applied by the
Committee in determining the size of an Award for a Performance Period or
Performance Cycle if, in the Committee’s sole judgment, such application is
appropriate.  Negative Discretion may only be used by the Committee to
eliminate or reduce the size of an Award.  By way of example and not
by way of limitation, in no event shall any discretionary authority granted to
the Committee by the Plan, including, but not limited to Negative Discretion, be
used to: (a) grant Awards for a Performance Period or Performance Cycle if the
Performance Goals for such Performance Period or Performance Cycle have not been
attained; or (b) increase an Award above the maximum amount payable under
Sections 7.5, 8.6, 9.6 or 13.6 of the Plan.

    


    2.28        Net
Operating Profit After Tax

    


    “Net
Operating Profit After Tax” means, for a Performance Period, the after-tax
operating earnings of the Company for the Performance Period adjusted for
interest expense and Wang in-process R&D.  The Committee is
authorized at any time during the first 90 days of a Performance Period, or at
any time thereafter in its sole and absolute discretion, to adjust or modify the
calculation of Net Operating Profit After Tax for such Performance Period in
order to prevent the dilution or enlargement of the rights of Participants, (a)
in the event of, or in anticipation of, any dividend or other distribution
(whether in the form of cash, securities or other property), recapitalization,
restructuring, reorganization, merger, consolidation, spin off, combination,
repurchase, share exchange, liquidation, dissolution, or other similar corporate
transaction, event or development; (b) in recognition of, or in anticipation of,
any other unusual or nonrecurring event 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


    
      
        
          As
amended 01-01-2009

        

         


      

      
        7

        
        

      

      
         


      

    


    conditions;
(c) in recognition of, or in anticipation of, any other extraordinary gains or
losses; and (d) 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.  However, if
and to the extent the exercise of such authority after the first 90 days of a
Performance Period would cause the Awards granted to the Covered Employees for
the Performance
Period to fail to qualify as “Performance-Based Compensation” under Section
162(m) of the Code, then such authority shall only be exercised with respect to
those Participants who are not Covered Employees.

    


    2.29        Operating
Net Assets

    


    “Operating
Net Assets” means, for a Performance Period, the net investment used in the
operations of the Company.  Operating Net Assets is calculated from
the Company’s audited consolidated financial statements as being total assets
minus non-interest-bearing liabilities adjusted for LIFO inventories,
postemployment benefits other than pensions (OPEB) and Wang in-process
R&D.  The Committee is authorized at any time during a Performance
Period to adjust or modify the calculation of Operating Net Assets for such
Performance Period in order to prevent the dilution or enlargement of the rights
of Participants, (a) in the event of, or in anticipation of, any dividend or
other distribution (whether in the form of cash, securities or other property),
recapitalization, restructuring, reorganization, merger, consolidation, spin
off, combination, repurchase, share exchange, liquidation, dissolution, or other
similar corporate transaction, event or development; (b) in recognition of, or
in anticipation of, any other unusual or nonrecurring event 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; (c) in recognition of, or in anticipation of, any other
extraordinary gains or losses; and (d) 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.  However, if and to the extent the exercise of such
authority after the first 90 days of a Performance Period would cause the Awards
granted to the Covered Employees for the Performance Period to fail to qualify
as “Performance-Based Compensation” under Section 162(m) of the Code, then such
authority shall only be exercised with respect to those Participants who are not
Covered Employees.

    


    2.30        Participant

    


    "Participant"
means either an Employee or Director to whom an Award has been granted by the
Committee under the Plan or a Key Employee who, for a Performance Cycle, has
been selected to participate in the Performance Stock Program.


    
      
        
          As
amended 01-01-2009

        

         


      

      
        8

        
        

      

      
         


      

    


    


    2.31        Performance
Awards

    


    “Performance
Awards” means the Stock Awards, Performance units and Performance Shares granted
to Covered Employees pursuant to Article 7.  All Performance Awards
are intended to qualify as “Performance-Based Compensation” under Section 162(m)
of the Code.

    


    2.32        Performance
Criteria

    


    “Performance
Criteria” means the one or more criteria that the Committee shall select for
purposes of establishing the Performance Goal(s) for a Performance Period or
Performance Cycle.  The Performance Criteria that will be used to
establish such Performance Goal(s) shall be limited to the following: Economic
Profit/EVA, return on net assets (“RONA”), return on shareholders’ equity,
return on assets, return on capital, shareholder returns, total shareholder
return, profit margin, earnings per share, net earnings, operating earnings,
Common Stock price per share, and sales or market share.  To the
extent required by Section 162(m) of the Code, the Committee shall, within the
first 90 days of a Performance Period or Performance Cycle (or, if longer,
within the maximum period allowed under Section 162(m) of the Code), define in
an objective fashion the manner of calculating the Performance Criteria it
selects to use for such Performance Period or Performance Cycle.

    


    2.33        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
one or more Performance Goals will be measured for the purpose of determining a
Participant’s right to and the payment of an Award under the Performance Stock
Program.  In no event, however, shall a Performance Cycle exceed 3
years.

    


    2.34        Performance
Formula

    


    “Performance
Formula” means, for a Performance Period or Performance Cycle, the one or more
objective formulas applied against the relevant Performance Goal(s) to
determine, with regards 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 Period or Performance Cycle.  In the case of an Award
under the Performance Stock Program, in the event the Performance Goal(s) for a
Performance Cycle are achieved, the Performance Formula shall determine what
percentage of the Participant’s Target Award for the Performance Cycle will be
earned.


    
      
        
          As
amended 01-01-2009

        

         


      

      
        9

        
        

      

      
         


      

    


    


    2.35        Performance
Goals

    


    “Performance
Goals” means, for a Performance Period or Performance Cycle, the one or more
goals established by the Committee for the Performance Period or Performance
Cycle based upon the Performance Criteria.  The Committee is
authorized at any time during the first 90 days of a Performance Period or
Performance Cycle, or at any time thereafter (but only to the extent the
exercise of such authority after the first 90 days of a Performance Period or
Performance Cycle would not cause the Awards granted to the Covered Employees
for the Performance Period or 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 calculation of a Performance
Goal for such Performance Period or 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.

    


    2.36        Performance
Period

    


    “Performance
Period” 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
one or more Performance Goals will be measured for the purpose of determining a
Participant’s right to and the payment of a Performance Award.  In the
case of Awards issued under Article 8 or Article 9 hereof, the Performance
Period shall be Kodak’s fiscal year.

    


    2.37        Performance
Stock Program

    


    “Performance
Stock Program” means the program established under Article 13 of the Plan
pursuant to which selected Key Employee receive Awards for a Performance Cycle
in the form of shares of Common Stock based upon attainment of Performance Goals
for such Performance Cycle.  All Awards granted to Covered Employees
under the Performance Stock Program are intended to qualify as
“Performance-based Compensation” under Section 162(m) of the Code.

    


    2.38        Plan

    


    "Plan"
means the 2000 Omnibus Long-Term Compensation Plan.


    
      
        
          As
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        10

        
        

      

      
         


      

    


    


    2.39        Retirement

    


    “Retirement”
means, in the case of a Participant employed by Kodak, voluntary termination of
employment: (i) on or after age 55 with 10 or more years of service or on or
after age 65; or (ii) at any time if the Participant had an age and years of
service combination of at least 75 points on December 31, 1995.  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.”

    


    2.40        Section
409A

    


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

    


    2.41        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.

    


    2.42        Stock
Award

    


    "Stock
Award" means an award granted pursuant to Article 10 in the form of shares of
Common Stock, restricted shares of Common Stock, and/or Units of Common
Stock.

    


    2.43        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.

    


    2.44        Target
Award

    


    “Target
Award” means, for a Performance Cycle, the target award amount, expressed as a
number of shares of Common Stock, established for each wage grade by the
Committee for the Performance Cycle.  The fact, however, that a Target
Award is established for a Participant’s wage grade shall not in any manner
entitle the Participant to receive an Award for such Performance
Cycle.


    
      
        
          As
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        11

        
        

      

      
         


      

    


    


    2.45        Unit

    


    "Unit"
means a bookkeeping entry used by the Company to record and account for the
grant of the following Awards until such time as the Award is paid, canceled,
forfeited or terminated, as the case may be: Units of Common Stock, performance
units, and performance shares which are expressed in terms of Units of Common
Stock.

    


    


    
      
         

      

      
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    ARTICLE
3  --  ELIGIBILITY

    


    3.1           In
General

    


    Subject
to Section 3.2, 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 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.

    


    3.2           Performance
Stock Program

    


    Only Key
Employees shall be eligible to participate in the Performance Stock
Program.

    


    
      
         

      

      
        13

        
        

      

      
         

      

    

     

    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
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 default; (g) supply any omission; (h) reconcile any
inconsistency; (i) issue administrative guidelines as an aid to administer the
Plan and make changes in such guidelines as it from time to time deems proper;
(j) make regulations for carrying out the Plan and make changes in such
regulations as it from time to time deems proper; (k) determine whether Awards
should be granted singly, in combination or in tandem; (l), to the extent
permitted under the Plan, grant waivers of Plan terms, conditions, restrictions,
and limitations; (m) accelerate the vesting, exercise, or payment of an Award or
the performance period of an Award when such action or actions would be in the
best interest of the Company and in compliance with Section 409A and other
applicable tax law; (n) 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; (o) subject to Section 8.2, grant Awards in
replacement of Awards previously granted under this Plan or any other executive
compensation plan of the Company; (p) establish and administer the Performance
Goals and certify whether, and to what extent, they have been attained; (q)
determine the terms and provisions of any 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; and (s) make all other determinations
it deems necessary or advisable for the administration of the Plan, including
factual determinations.

    


    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 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. 


    
      
        
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    4.4           Section
162(m) of the Code

    


    With
regards to all Covered Employees, the Plan shall, for all purposes, be
interpreted and construed in accordance with Section 162(m) of the
Code.

    


    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.  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 or are Covered
Employees.  The Committee may revoke any such allocation or delegation
at any time for any reason with or without prior notice.

     

    
      
         

      

      
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    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, stock
appreciation rights pursuant to Article 9, Stock Awards pursuant to Article 10,
performance units pursuant to Article 11, performance shares pursuant to Article
12, shares of Common Stock pursuant to Article 13, any form established by the
Committee pursuant to Subsection 4.2(n), 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 and vesting), provided 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 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 mean between the high and low at which
the Common Stock trades on the New York Stock Exchange as of the date 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 special terms may also provide that an Award shall
      become exercisable or redeemable, as the case may be, if an Employee's
      employment with the Company ends as a result of workforce reduction,
      realignment or similar measure and the Committee may designate a person or
      persons to make such determination for a location.  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 6.3, 7.5, 8.6, 9.6 and 13.6; (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 or to avoid
      costly governmental filings.  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.

            


    

    


     

    
      
         

      

      
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    ARTICLE
6  --  SHARES  SUBJECT TO PLAN

    


    6.1           Available
Shares

    


    The
maximum number of shares of Common Stock, $2.50 par value per share, of Kodak
which shall be available for grant of Awards under the Plan (including incentive
stock options) during its term shall not exceed 22,000,000.  (Such
amount shall be subject to adjustment as provided in Section
6.2.)  Any shares of Common Stock related to Awards which terminate by
expiration, forfeiture, cancellation or otherwise without the issuance of such
shares, are settled in cash in lieu of Common Stock, or are exchanged with the
Committee's permission for Awards not involving Common Stock, shall be available
again for grant under the Plan.  Moreover, if the option price of any
stock option granted under the Plan is satisfied by tendering shares of Common
Stock to the Company (by either actual delivery or by attestation), only the
number of shares of Common Stock issued net of the shares of Common Stock
tendered will be deemed delivered for purposes of determining the maximum number
of shares of Common Stock available for delivery under the Plan.  The
maximum number of shares available for issuance under the Plan shall not be
reduced to reflect any dividends or dividend equivalents that are reinvested
into additional shares of Common Stock or credited as additional performance
shares.  The shares of Common Stock available for issuance under the
Plan may be authorized and unissued shares or treasury shares.

    


    6.2           Adjustment
to Shares

    


    
      	
               
      

            	
              (a)

            	
              In
      General.  The provisions of this Subsection 6.2(a) are
      subject to the limitation contained in Subsection 6.2(b).  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 issued 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 issuance 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 issuance under the Plan shall be automatically adjusted to
      the extent necessary to reflect
any

            


    


    
      
        
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              dividend
      equivalents paid in the form of Common
Stock.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Covered
      Employees.  In no event shall the Award of any
      Participant who is a Covered Employee be adjusted pursuant to Subsection
      6.2(a) to the extent it would cause such Award to fail to qualify as
      “Performance-Based Compensation” under Section 162(m) of the
      Code.

            


    

    


    
      	
              6.3

            	
              Maximum
      Number of Shares for Stock Awards, Performance Units and Performance
      Shares

            


    

    


    
      	
               
      

            	
              (a)

            	
              Plan
      Limit.  From the maximum number of shares available for
      issuance under the Plan under Section 6.1, the maximum number of shares of
      Common Stock, $2.50 par value per share, which shall be available for
      Awards granted in the form of Stock Awards under Article 10, performance
      units under Article 11 and performance shares under Article 12 (including
      those issued in the form of Performance Awards under Article 7) under the
      Plan during its term shall be 3,500,000.  If granted, 1,000,000
      of these shares may be awarded only if the Company achieves a specific
      Performance Goal.  The Performance Goal is total shareholder
      return by the Company equal to at least that earned over the same period
      by a company at the 50th
      percentile in terms of total shareholder return within the Standard &
      Poor’s 500 Composite Stock Price Index.  Fifty percent of the
      Award will be earned if this Performance Goal is achieved.  One
      hundred percent of the Award will be earned if total shareholder return
      for the period equals that of a company at the 60th
      percentile in terms of total shareholder return within the Standard &
      Poor’s Composite Stock Price Index.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Annual
      Limit.  The maximum number of shares of Common Stock,
      $2.50 par value per share, that may be awarded to any one Participant in a
      single calendar year in the form of Stock Awards under Article 10,
      performance units under Article 11 and performance shares under Article 12
      (including those issued in the form of Performance Awards under Article 7)
      is 75,000 shares of Common Stock.

            


    

    


    


    
      
         

      

      
        18

        
        

      

      
         

      

    

     

    ARTICLE
7  --  PERFORMANCE AWARDS

    


    7.1           Purpose

    


    For
purposes of grants issued to Covered Employees, the provisions of this Article 7
shall apply in addition to and, where necessary, in lieu of the provisions of
Articles 10, 11 and 12.  The purpose of this Article is to provide the
Committee the ability to qualify the Stock Awards authorized under Article 10,
the performance units under Article 11, and the performance shares under Article
12 as “Performance-Based Compensation” under Section 162(m) of the
Code.  The provisions of this Article 7 shall control over any
contrary provision contained in Articles 10, 11 or 12.

    


    7.2           Eligibility

    


    Only
Covered Employees shall be eligible to receive Performance
Awards.  The Committee will, in its sole discretion, designate within
the first 90 days of a Performance Period (or, if longer, within the maximum
period allowed under Section 162(m) of the Code) which Covered Employees will be
Participants for such period.  However, designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period.  The
determination as to whether or not such Participant becomes entitled to an Award
for such Performance Period shall be decided solely in accordance with the
provisions of this Article 7.  Moreover, designation of a Covered
Employee as a Participant for a particular Performance Period shall not require
designation of such Covered Employee as a Participant in any subsequent
Performance Period and designation of one Covered Employee as a Participant
shall not require designation of any other Covered Employee as a Participant in
such period or in any other period.

    


    7.3           Discretion
of Committee with Respect to Performance Awards

    


    With
regards to a particular Performance Period, the Committee shall have full
discretion to select the length of such Performance Period, the type(s) of
Performance Awards to be issued, the Performance Criteria that will be used to
establish the Performance Goal(s), the kind(s) and/or level(s) of the
Performance Goal(s), whether the Performance Goal(s) is(are) to apply to the
Company, Kodak, a Subsidiary, or any one or more subunits of the foregoing, and
the Performance Formula.  Within the first 90 days of a Performance
Period (or, if longer, within the maximum period allowed under Section 162(m) of
the Code), the Committee shall, with regards to the Performance Awards to be
issued for such Performance Period, exercise its discretion with respect to each
of the matters enumerated in the immediately preceding sentence of this Section
7.3 and record the same in writing.


    
      
        
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    7.4           Payment
of Performance Awards

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              Limitation.  A
      Participant shall be eligible to receive a Performance Award for a
      Performance Period only to the extent that: (1) the Performance Goals for
      such period are achieved; and (2) the Performance Formula as applied
      against such Performance Goals determines that all or some portion of such
      Participant’s Performance Award has been earned for the Performance
      Period.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Certification.  Following
      the completion of a Performance Period, the Committee shall meet to review
      and certify in writing whether, and to what extent, the Performance Goals
      for the Performance Period have been achieved and, if so, to also
      calculate and certify in writing the amount of the Performance Awards
      earned for the period based upon the Performance Formula. The Committee
      shall then determine the actual size of each Participant’s Performance
      Award for the Performance Period and, in so doing, shall apply Negative
      Discretion, if and when it deems
appropriate.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Negative
      Discretion.  In determining the actual size of an
      individual Performance Award for a Performance Period, the Committee may
      reduce or eliminate the amount of the Performance Award earned under the
      Performance Formula for the Performance Period through the use of Negative
      Discretion, if in its sole judgment, such reduction or elimination is
      appropriate.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Timing of Award
      Payments.  The Awards granted for a Performance Period
      shall be paid to Participants as soon as administratively possible
      following completion of the certifications required by Subsection
      7.4(c).

            


    

    


    7.5           Maximum
Award Payable

    


    Notwithstanding
any provision contained in the Plan to the contrary, the maximum Performance
Award payable to any one Participant under the Plan for a Performance Period is
75,000 shares of Common Stock or, in the event the Performance Award is paid in
cash, the equivalent cash value thereof on the Performance Award’s Effective
Date.

    


    


    
      
         

      

      
        20

        
        

      

      
         

      

    

     

    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 within the meaning of Section 422 of the Code or
non-qualified stock options (i.e., stock options which are not incentive stock
options), or a combination of both.  All Awards under the Plan issued
to Covered Employees in the form of stock options shall qualify as
“Performance-Based Compensation” under Section 162(m) of the Code.

    


    8.2           Terms
and Conditions of Stock Options

    


    An 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.  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, as determined by the Committee, on the Effective Date of
the option's grant.  Moreover, all options shall not expire later than
10 years from the Effective Date of the option’s grant.  Except as set
forth in Section 8.7, stock options shall not be repriced, i.e., there shall be
no grant of a stock option(s) to a Participant in exchange for a Participant’s
agreement to cancellation of a higher-priced stock option(s) that was previously
granted to such Participant.

    


    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 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 $100,000 (or such other limit as may be required by
the Code).  From the maximum number of shares available for issuance
under the Plan under Section 6.1, the number of shares of Common Stock that
shall be available for incentive stock options granted under the Plan is
22,000,000.

    


    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 they are not inconsistent with the Plan.

    



    
      
        
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        21

        
        

      

      
         


      

    


    8.5           Exercise

    


    Upon
exercise, the option price of a stock option may be paid in cash, 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.  Subject to Section 19.9, stock options awarded under
the Plan may also be exercised by way of the Company’s broker-assisted stock
option exercise program, provided such program is available at the time of the
option’s exercise.  The Committee may permit a Participant to satisfy
any amounts required to be withheld under applicable Federal, state and local
tax laws, in effect from time to time, by electing to have the Company withhold
a portion of the shares of Common Stock to be delivered for the payment of such
taxes.

    


    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 for a Performance Period is 300,000 shares of Common
Stock.

    


    8.7           Stock
Option Exchange Program

    


    
      	
               
      

            	
              (a)

            	
              In
      General.  As soon as reasonably possible following
      January 25, 2002, the Company will be permitted to implement the Stock
      Option Exchange Program.  Under this program, Eligible Employees
      will be offered a one-time opportunity to elect to cancel all of their
      current stock options in exchange for the grant of new stock options, with
      such new options to be granted no less than six months and one day
      following the date the current options are cancelled, at a price equal to
      100% of the fair market value of the Common Stock, as determined by the
      Committee, on such date of grant.  The Exchange Ratio(s) for the
      program will be chosen by the Committee using as its basis the
      Black-Scholes stock option valuation model.  All of the new
      stock options will have the same vesting terms as the surrendered options
      they replace.  Each new option will have a term equal to the
      remaining term of the surrendered option it replaces.  All of
      the other terms and conditions of the new options will be identical to the
      surrendered stock options they replace.  The top six most senior
      executive officers of the Company will not be eligible to participate in
      the program.  The program will be structured so that the Company
      avoids incurring financial accounting
charges.

            


    


    
      
        
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        22

        
        

      

      
         


      

    


    


    


    
      	
               
      

            	
              (b)

            	
              Administration.  The
      Committee will have total and exclusive responsibility to control,
      operate, manage and administer the Stock Option Exchange Program in
      accordance with its terms and all the authority that may be necessary or
      helpful to enable it to discharge its responsibilities with respect to the
      program.  Without limiting the generality of the preceding
      sentence, the Committee will have the exclusive right to: interpret the
      program, decide all questions concerning eligibility for and the amount of
      Awards payable under the program, construe any ambiguous provision of the
      program, correct any default, 

            


    

    
      	
               
      

            	
              supply
      any omission, reconcile any inconsistency, and decide all questions
      arising in the administration, interpretation and application of the
      program.  The Committee will have full discretionary authority
      in all matters related to the discharge of its responsibilities and the
      exercise of its authority under the program, including, without
      limitation, its construction of the terms of the program and its
      determination of eligibility for the program.  It is the intent
      of the program that the decisions of the Committee and its actions with
      respect to the program will be final and binding upon all persons having
      or claiming to have any right or interest in or under the
      program.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Foreign
      Jurisdictions.  In order to facilitate participation in
      the Stock Option Exchange Program by those Eligible Employees 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") to the program as the Committee may consider necessary or
      appropriate to accommodate differences in local law, policy or custom, or
      to facilitate administration of the program.  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) execution by the Eligible Employee of a written
      instrument in the form specified by the Committee, and that in the event
      such conditions are not satisfied, the grant will be void.  The
      special terms may also provide that an Award will become exercisable or
      redeemable, as the case may be, if an Eligible Employee's employment with
      the Company ends as a result of workforce reduction, realignment or
      similar measure and the Committee may designate a person or persons to
      make such determination for a location.  The Committee may adopt
      or approve sub-plans, appendices or supplements to, or amendments,
      restatements, or alternative versions of, the program as it may consider
      necessary or appropriate for purposes of implementing any special terms,
      without thereby affecting the terms of the
  program.

            


    


    
      
        
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              (d)

            	
              Stock Appreciation
      Rights.  All SARs granted under the Plan will be eligible
      for the Stock Option Exchange Program on essentially the same terms and
      conditions as those that will apply to stock options granted under the
      Plan.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Definitions.  Any
      defined term used in this section which is not defined elsewhere in the
      Plan will have that meaning given to it by the Committee in its sole and
      absolute discretion.

            


    

    


    


    
      
         

      

      
        24

        
        

      

      
         

      

    

    


    ARTICLE
9  --  STOCK APPRECIATION RIGHTS

    


    9.1           In
General

    


    Awards
may be granted in the form of stock appreciation rights
("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 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
during the term of the stock option.  All Awards under the Plan issued
to Covered Employees in the form of an SAR shall qualify as “Performance-Based
Compensation” under Section 162(m) of the Code.

    


    9.2           Terms
and Conditions of 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.  However, at no time shall a
Tandem SAR be issued if the option price of its related stock option is less
than the fair market value of the Common Stock, as determined by the Committee,
on the Effective Date of the Tandem SAR's grant.  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, and such shares shall not again be eligible
for grant in accordance with Section 6.1.  Moreover, all Tandem SARs
shall not expire later than 10 years from the Effective Date of the SAR’s
grant.

    


    9.3           Terms
and Conditions of 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 not expire later than 10
years from the Effective Date of the Freestanding SAR’s grant.

    


    


    9.4           Deemed
Exercise

    


    The
Committee may provide that an SAR shall be deemed to be exercised at the close
of business on the scheduled expiration date of such SAR if at such time the SAR
by its terms remains exercisable and, if so exercised, would result in a payment
to the holder of such SAR.

    


    9.5           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 they are not inconsistent with the Plan.

    


    9.6           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
Performance Period is 300,000 shares of Common Stock.

    


    


    
      
         

      

      
        25

        
        

      

      
         

      

    

    


    ARTICLE
10  --  STOCK AWARDS

    


    10.1         Grants

    


    Awards
may be granted in the form of Stock Awards.  Stock Awards shall be
awarded in such numbers and at such times during the term of the Plan as the
Committee shall determine.

    


    10.2         Award
Restrictions

    


    Stock
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 Stock Award under such
circumstances as it deems appropriate; provided, however, such action would not
cause a violation of Section 409A.

    


    10.3         Rights
as Shareholders

    


    During
the period in which any restricted shares of Common Stock are subject to the
restrictions imposed under Section 10.2, the Committee may, in its sole
discretion, grant to the Participant to whom such restricted shares have been
awarded all or any of the rights of a shareholder with respect to such shares,
including, but not by way of limitation, the right to vote such shares and,
pursuant to Article 15, the right to receive dividends.

    


    10.4         Evidence
of Award

    


    Any Stock
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.

    


    


    
      
         

      

      
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    ARTICLE
11  --  PERFORMANCE UNITS

    


    11.1         Grants

    


    Awards
may be granted in the form of performance units.  Performance units,
as that term is used in this Plan, shall refer to Units valued by reference to
designated criteria established by the Committee, other than Common
Stock.

    


    11.2         Performance
Criteria

    


    Performance
units shall be contingent on the attainment during a Performance Period of
certain performance objectives.  The length of the Performance Period,
the performance objectives to be achieved during the Performance Period, and the
measure of whether and to what degree such objectives have been attained shall
be conclusively determined by the Committee in the exercise of its absolute
discretion.  Performance objectives may be revised by the Committee,
at such times as it deems appropriate during the Performance Period, in order to
take into consideration any unforeseen events or changes in
circumstances.

    


    11.3         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 Award of
performance units, provided they are not inconsistent with the
Plan.

    


    


    
      
         

      

      
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    ARTICLE
12  --  PERFORMANCE SHARES

    


    12.1         Grants

    


    Awards
may be granted in the form of performance shares.  Performance shares,
as that term is used in this Plan, shall refer to shares of Common Stock or
Units that are expressed in terms of Common Stock.

    


    12.2         Performance
Criteria

    


    Performance
shares shall be contingent upon the attainment during a Performance Period of
certain performance objectives.  The length of the Performance Period,
the performance objectives to be achieved during the Performance Period, and the
measure of whether and to what degree such objectives have been attained shall
be conclusively determined by the Committee in the exercise of its absolute
discretion.  Performance objectives may be revised by the Committee,
at such times as it deems appropriate during the Performance Period, in order to
take into consideration any unforeseen events or changes in
circumstances.

    


    12.3         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 Award of
performance shares, provided they are not inconsistent with the
Plan.

    


    


    
      
         

      

      
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    ARTICLE
13  --  PERFORMANCE STOCK PROGRAM

    


    13.1         Purpose

    


    The
purposes of the Performance Stock Program are: (a) to promote the interests of
the Company and its shareholders by providing a means to acquire a proprietary
interest in the Company to selected Key Employees who are in a position to make
a substantial contribution to the continued progress and success of the Company;
(b) to attract and retain qualified individuals to serve as Employees in those
positions; (c) to enhance long-term performance of the Company by linking a
meaningful portion of the compensation of selected Key Employees to the
achievement of specific long-term financial objectives of the Company; and (d)
to motivate and reward selected Key Employees to undertake actions to increase
the price of the Common Stock.

    


    13.2         Eligibility

    


    Any Key
Employee is eligible to participate in the Performance Stock
Program.  Within the first 90 days of a Performance Cycle (or, if
longer, within the maximum period allowed under Section 162(m) of the Code), the
CEO will recommend to the Committee, and from such recommendations the Committee
will select, those Key Employees who will be Participants for such Performance
Cycle.  However, designation of a Key Employee as a Participant for a
Performance Cycle shall not in any manner entitle the Participant to receive
payment of an Award for the cycle.  The determination as to whether or
not such Participant becomes entitled to payment of an Award for such
Performance Cycle shall be decided solely in accordance with the provisions of
this Article 13.  Moreover, designation of a Key Employee as a
Participant for a particular Performance Cycle shall not require designation of
such Key Employee as a Participant in any subsequent Performance Cycle and
designation of one Key Employee as a Participant shall not require designation
of any other Key Employee as a Participant in such Performance Cycle or in any
other Performance Cycle.

    


    13.3         Description
of Awards

    


    Awards
granted under the Performance Stock Program provide Participants with the
opportunity to earn shares of Common Stock, subject to the terms and conditions
of Section 13.8 below.  Each Award granted under the Plan for a
Performance Cycle shall consist of a Target Award expressed as fixed number of
shares of Common Stock.  In the event the Performance Goals for the
Performance Cycle are achieved, the Performance Formula shall determine, with
regards to a particular Participant, what percentage of the Participant’s Target
Award for the Performance Cycle will be earned.  All of the Awards
issued under the Performance Stock Program to Covered Employees are intended to
qualify as “Performance-Based Compensation” under Section 162(m) of the
Code.


    
      
        
          As
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    13.4         Procedure
for Determining Awards

    


    Within
the first 90 days of a Performance Cycle (or, if longer, within the maximum
period allowed under Section 162(m) of the Code), the Committee shall establish
in writing for such Performance Cycle the following: the specific Performance
Criteria that will be used to establish the Performance Goal(s), the kind(s)
and/or level(s) of the Performance Goal(s), whether the Performance Goal(s)
is(are) to apply to the Company, Kodak, a Subsidiary, or any one or more
subunits of the foregoing, the amount of the Target Awards, and the Performance
Formula.

    


    13.5        Payment
of Awards

    


    
      	
               
      

            	
              (a)

            	
              Condition to Receipt of
      Awards.  Except as provided in Section 13.7, a
      Participant must be employed by the Company on the Performance Cycle’s
      Award Payment Date to be eligible for an Award for such Performance
      Cycle.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Limitation.  A
      Participant shall be eligible to receive an Award for a Performance Cycle
      only if: (1) the Performance Goals for such cycle are achieved; and (2)
      the Performance Formula as applied against such Performance Goals
      determines that all or some portion of the Participant’s Target Award has
      been earned for the Performance
Period.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Certification.  Following
      the completion of a Performance Cycle, the Committee shall meet to review
      and certify in writing whether, and to what extent, the Performance Goals
      for the Performance Cycle have been achieved.  If the Committee
      certifies that the Performance Goals have been achieved, it shall, based
      upon application of the Performance Formula to the Performance Goals for
      such cycle, also calculate and certify in writing for each Participant
      what percentage of the Participant’s Target Award has been earned for the
      cycle.  The Committee shall then determine the actual size of
      each Participant’s Award for the Performance Cycle and, in so doing, shall
      apply Negative Discretion, if and when it deems
    appropriate.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Negative
      Discretion.  In determining the actual size of an
      individual Award to be paid to a Participant for a Performance Cycle, the
      Committee may, through the use of Negative Discretion, reduce or eliminate
      the amount of the Award earned by the Participant under the Performance
      Formula for the Performance Cycle, if in its sole judgment, such reduction
      or elimination is appropriate.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Timing of Award
      Payments.  Any Awards payments that are to made for a
      Performance Cycle shall be paid on the Award Payment Date for such
      Performance Cycle.

            


    


    
      
        
          As
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        30

        
        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              New
      Participants.  Participants who are employed by the
      Company after the Committee’s selection of Participants for the
      Performance Cycle, as well as Key Employees who are selected by the
      Committee to be Participants after such date, shall, in the event Awards
      are paid for the Performance Cycle, only be entitled to a pro-rata
      Award.  The amount of the pro-rata Award shall be determined by
      multiplying the Award the Participant would have otherwise been paid if he
      or she had been a Participant for the entire Performance Cycle by a
      fraction the numerator of which is the number of full months he or she was
      eligible to participate in the Performance Stock Program during the
      Performance Cycle over the total number of full months in the Performance
      Cycle.  For purposes of this calculation, a partial month of
      participation shall: (1) be treated as a full month of participation to
      the extent a Participant participates in the Performance Stock Program on
      15 or more days of such month; and (2) not be taken into consideration to
      the extent the Participant participates in the Performance Stock Program
      for less than 15 days of such
month.

            


    

    


    13.6        Maximum
Award Payable

    


    Notwithstanding
any provision contained in the Plan to the contrary, the maximum Award payable
to any one Participant under the Performance Stock Program for a Performance
Cycle is 75,000 shares of Common Stock.

    


    13.7        Termination
of Employment During Performance Cycle

    


    In the
event a Participant terminates employment due to death, Disability, Retirement
or termination of employment for an Approved Reason prior to the Award Payment
Date for a Performance Cycle, the Participant will remain eligible for a
pro-rata Award.  The amount of the pro-rata Award shall be determined
by multiplying the Award, if any, that the Participant would have otherwise been
awarded by the Committee if he or she had been a Participant through the Award
Payment Date for the Performance Cycle by a fraction, the numerator of which is
the number of full months he or she was a Participant during such Performance
Cycle over the total number of full months in the Performance
Cycle.  For purposes of this calculation, a partial month of
participation shall: (1) be treated as a full month of participation to the
extent a Participant participates in the Performance Stock Program on 15 or more
days of such month; and (2) not be taken into consideration to the extent the
Participant participates in the Performance Stock Program for less than 15 days
of such month.  Such pro-rata Award shall be paid in the form of
shares of Common Stock, not subject to any restrictions, limitations or escrow
requirements.  In the event of Disability, Retirement or termination
for an Approved Reason, the pro-rata Award shall be paid directly to the
Participant and, in the event of death, to the Participant's
estate.


    
      
        
          As
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        31

        
        

      

      
         


      

    


    


    13.8        Awards

    


    Any
Awards payments that are to made for a Performance Cycle shall be paid by the
Committee on the Award Payment Date for such Performance Cycle in the form of
shares of Common Stock.  Such shares of Common Stock shall be subject
to such terms, conditions, limitations and restrictions as the Committee, in its
sole judgment, determines.

    


    


    
      
         

      

      
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    ARTICLE
14  --  PAYMENT OF AWARDS

    


    14.1        In
General

    


    Absent a
Plan provision to the contrary, payment of Awards may, at the discretion of the
Committee, be made in cash, Common Stock, a combination of cash and Common
Stock, or any other form of property as the Committee shall
determine.  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.

    


    14.2        Termination
of Employment

    


    Subject
to the requirements of Section 409A, the Committee shall have the authority to
determine the treatment of a Participant’s Award under the Plan in the event of
the Participant’s termination of employment, provided, however, in the case of
Awards issued under the Performance Stock Program, such rules and regulations
are consistent with Section 13.7.

    


    14.3        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 a
Director or 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.

    


    14.4        Breach
of Employee’s Agreement

    


    
      	
               
      

            	
              (a)

            	
              In General.  A
      Participant who engages in conduct described in Section 14.4(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 stock
      appreciation right exercised by the Participant under the Plan within the
      two year period immediately preceding the date the Participant engages in
      such conduct.

            


    


    
      
        
          As
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        33

        
        

      

      
         


      

    


    


    
      	
               
      

            	
              (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
      14.4(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 to the
      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
      14.4(a):

            


    

    


    
      	
               
      

            	
              1.

            	
              Kodak.  In the
      case of a Participant who has signed an Eastman Kodak Company Employee’s
      Agreement, the Participant’s breach of the Eastman Kodak Company
      Employee’s Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              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.

            


    

    


    
      	
               
      

            	
              3.

            	
              Other
      Participants.  In the case of a Participant other than a
      Participant described in Section 14.4(c)(1) or (2) 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: (i) 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 (ii) 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 14.4(c)(3), 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.

            


    

    


    


    
      
         

      

      
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    ARTICLE
15  --  DIVIDEND AND DIVIDEND EQUIVALENT

    


    If an
Award is granted in the form of a Stock Award, stock option, or performance
share, or in the form of any other stock-based grant, the Committee may choose,
at the time of the grant of the 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
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.  All dividends or dividend equivalents
which are not paid currently may, at the Committee's discretion, accrue
interest, be reinvested into additional shares of Common Stock or, in the case
of dividends or dividend equivalents credited in connection with performance
shares, be credited as additional performance shares and paid to the Participant
if and when, and to the extent that, payment is made pursuant to such
Award.  The total number of shares available for grant under Section
6.1 shall not be reduced to reflect any dividends or dividend equivalents that
are reinvested into additional shares of Common Stock or credited as additional
performance shares.

    


    


    
      
         

      

      
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    ARTICLE
16  --  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.  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 all applicable requirements of the
Code.  Deferred payments shall be paid in a lump sum or installments,
as determined by the Committee.  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.

    


    


    


    
      
         

      

      
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    ARTICLE
17  --  CHANGE IN OWNERSHIP

    


    


    17.1        Background

    


    Notwithstanding
any provision contained in the Plan, including, but not limited to, Sections 4.4
and 19.11, the provisions of this Article 17 shall control over any contrary
provision.  Upon a Change In Ownership: (i) the terms of this Article
17 shall immediately become operative, without further action or consent by any
person or entity; (ii) all terms, conditions, restrictions, and limitations in
effect on any unexercised, unearned, unpaid, and/or deferred Award, 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 Awards is required to be paid under this Article 17, 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 17.1 shall not apply to any Award to the extent that such
treatment would violate Section 409A unless the Change In Ownership event also
qualifies as a Section 409A Change in Control, in which event the treatment
described in this Section 17.1 shall further apply to such Award to the extent
such treatment would not violate Section 409A.

    


    17.2        Dividends
and Dividend Equivalents

    


    Upon a
Change In Ownership, all unpaid dividends and dividend equivalents and all
interest accrued thereon, if any, shall be treated and paid under this Article
17 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 Ownership, an Award under this Article 17 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 the
dividends or dividend equivalents are subject to Section 409A and the treatment
described by this Section 17.2 would violate Section 409A, then the treatment
described in this Section 17.2 shall not apply to the extent such treatment
would violate Section 409A unless the Change In Ownership event also qualifies
as a Section 409A Change in Control, in which event the treatment described in
this Section 17.2 shall further apply to the dividends or dividend equivalents
to the extent such treatment would not violate Section 409A.  Any
payment of unpaid dividends and dividend equivalents pursuant to this Section
17.2 shall be made as soon as practicable following the Change In Ownership
event, but in no event later than ninety (90) days thereafter.


    
      
        
          As
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        37

        
        

      

      
         


      

    


    17.3        Treatment
of Performance Units and Performance Shares

    


    If a
Change In Ownership occurs during the term of one or more Performance Periods
for which the Committee has granted performance units and/or performance shares
(including those issued as Performance Awards under Article 7), the term of each
such Performance Period (hereinafter a “current performance period”) shall
immediately terminate upon the occurrence of such event.  Upon a
Change In Ownership, for each "current performance period" and each completed
Performance Period for which the Committee has not on or before such date made a
determination as to whether and to what degree the performance objectives for
such period have been attained (hereinafter a "completed performance period"),
it shall be assumed that the performance objectives have been attained at a
level of one hundred percent (100%) or the equivalent thereof.

    


    A
Participant in one or more "current performance periods" shall be considered to
have earned and, therefore, be entitled to receive, a prorated portion of the
Awards previously granted to him for each such “current performance
period.”  Such prorated portion shall be determined by multiplying the
number of performance shares or performance units, as the case may be, granted
to the Participant by a fraction, the numerator of which is the total number of
whole months that have elapsed since the beginning of the “current performance
period,” and the denominator of which is the total number of full months in such
“current performance period.”  For purposes of this calculation, a
partial month shall be treated as a full month to the extent 15 or more days in
such month have elapsed.

    


    A
Participant in one or more "completed performance periods" shall be considered
to have earned and, therefore, be entitled to receive all the performance shares
or performance units, as the case may be, previously granted to him during each
such “completed performance period.”

    


    Notwithstanding
the foregoing, if a performance unit or share is subject to Section 409A and the
treatment described by this Section 17.3 would violate Section 409A, then the
treatment described in this Section 17.3 shall not apply to the extent such
treatment would violate Section 409A unless the Change In Ownership event also
qualifies as a Section 409A Change in Control, in which event the treatment
described in this Section 17.3 shall further apply to such performance unit
or share to the extent such treatment would not violate Section
409A.

    


    Any
payment of performance units and performance shares, or portions thereof,
pursuant to this Section 17.3 shall be made as soon as practicable following the
Change In Ownership event, but in no event later than 90 days
thereafter.

    


    17.4        Treatment
of Awards under Performance Stock Program

    


    Upon a
Change in Ownership, any Participant of the Performance Stock Program, whether
or not he or she is still employed by the Company, shall be paid, as soon as
practicable but in no event later than 90 days after the Change in Ownership, a
pro-rata Award for each Performance


    
      
        
          As
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        38

        
        

      

      
         


      

    


    Cycle in
which Participant was selected to participate and during which the Change in
Ownership occurs.  The amount of the pro-rata Award shall be
determined by multiplying the Target Award for such Performance Cycle for
Participants in the same wage grade as the Participant by a fraction, the
numerator of which shall be the number of full months in the Performance Cycle
prior to the date of the Change in Ownership and the denominator of which shall
be the total number of full months in the Performance Cycle.  For
purposes of this calculation, a partial month shall be treated as a full month
to the extent 15 or more days in such month have elapsed.  To the
extent Target Awards have not yet been established for the Performance Cycle,
the Target Awards for the immediately preceding Performance Cycle shall be
used.  Notwithstanding the foregoing, if the Award is subject to
Section 409A and the treatment described by this Section 17.4 would violate
Section 409A, then the treatment described in this Section 17.4 shall not apply
to the extent such treatment would violate Section 409A unless the Change
In Ownership event also qualifies as a Section 409A Change in Control, in which
event the treatment described in this Section 17.4 shall further apply to
such Award to the extent such treatment would not violate
Section 409A.

    


    17.5        Valuation
of Awards

    


    Upon a
Change In Ownership, all outstanding Units of Common Stock, Freestanding SARs,
stock options (including incentive stock options), Stock Awards (including those
issued as Performance Awards under Article 7), performance shares (including
those earned as a result of the application of Section 17.3 above), and all
other outstanding stock-based Awards (including those earned as a result of the
application of Section 17.4 above and those granted by the Committee pursuant to
its authority under Subsection 4.2(m) hereof), shall be valued and paid pursuant
to this Article 17 on the basis of the Change In Control Price.

    


    17.6        Payment
of Awards

    


    Upon a
Change In Ownership, 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 90 days after the Change In Ownership,
all of his or her Units of Common Stock, Freestanding SARs, stock options
(including incentive stock options), Stock Awards (including those issued as
Performance Awards under Article 7), performance units and shares (including
those earned as a result of the application of Section 17.3 above), all other
outstanding stock-based Awards (including those earned as a result of the
application of Section 17.4 above and those granted by the Committee pursuant to
its authority under Subsection 4.2(n) hereof), and all other outstanding
Awards.  Notwithstanding the foregoing, if the Award is subject to
Section 409A and the treatment described by this Section 17.5 would violate
Section 409A, then the treatment described in this Section 17.5 shall not
apply to the extent such treatment would violate Section 409A unless the Change
In Ownership event also qualifies as a Section 409A Change in Control, in which
event the treatment described in this Section 17.6 shall further apply to such
Award to the


    
      
        
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    extent
such treatment would not violate Section 409A.

    


    17.7        Deferred
Awards

    


    Upon a
Change In Ownership, all Awards deferred by a Participant under Article 16
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 90 days after the Change In Ownership.  For purposes
of making such payment, the value of all Awards that are stock 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 17.7 would violate Section 409A, then the treatment described in
this Section 17.7 shall not apply to the extent such treatment would violate
Section 409A unless the Change In Ownership event also qualifies as a
Section 409A Change in Control, in which event the treatment described in this
Section 17.7 shall further apply to such Award to the extent such treatment
would not violate Section 409A.

    


    17.8        Miscellaneous

    


    Upon a
Change In Ownership, (i) the provisions of Sections 14.2, 14.3, 14.4 and 19.3
hereof shall become null and void and of no further force and effect; and (ii)
except as provided in the second paragraph of Section 19.6, 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 Ownership.

    


    17.9        Payments
and Continuation of Stock Based Awards

    


    Unless
otherwise determined by the Committee, upon a Change in Ownership pursuant to
which (i) Common Stock is exchanged solely for common stock of the Surviving
Company or the Parent Company (as defined in Section 2.9), as applicable, which
is actively traded on the New York Stock Exchange and (ii) such Surviving
Company or Parent Company, as applicable, assumes all outstanding Awards
pursuant to the terms hereof, then: (A) the provisions of Sections 17.5 and 17.6
shall not apply to any Award which is stock based, (B) the cash payment provided
for in Section 17.7 shall not be made except in accordance with the deferred
compensation plan or agreement pursuant to which the payment of the Award has
been deferred, (C) all Awards deferred by a Participant under the Performance
Stock Program, but for which he or she has not received payment as of the date
of the Change In Ownership, will be paid in the form of unrestricted shares of
Common Stock as soon as practicable, but in no event later than 90 days after
the Change In Ownership, and (D) Sections 18.7 and 18.8 shall not apply to the
extent that they require a cash payment with respect to any Award which is stock
based.  For the purposes of this Section 17.9, an Award shall be
considered assumed only if, for every share of Common Stock subject thereto
immediately prior to the Change in Control, the Participant


    
      
        
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    has the
right, following the Change in Control, to acquire the consideration received in
the Change in Control transaction by holders of shares of Common Stock and the
Surviving Company or the Parent Company, as applicable, agree to honor, fulfill
and discharge the Awards in accordance with the terms of this
Plan.  Notwithstanding the foregoing, the suspension of payment
pursuant to this Section 17.9 shall not apply to any Award subject to Section
409A to the extent such suspension would violate Section 409A.

    


    


    
      
         

      

      
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    ARTICLE
18  --  CHANGE IN CONTROL.

    


    18.1        Background

    


    Notwithstanding
any provision contained in the Plan, including, but not limited to, Sections 4.4
and 19.11, the provisions of this Article 18 shall control over any contrary
provision.  All Participants shall be eligible for the treatment
afforded by this Article 18 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) Cause, (iv) resignation other than (A) resignation
from a declined reassignment to a job that is not reasonably equivalent in
responsibility or compensation (as defined in Kodak's Termination Allowance
Plan), or that is not in the same geographic area (as defined in Kodak's
Termination Allowance Plan), or (B) resignation within 30 days following a
reduction in base pay, or (v) Retirement.

    


    18.2        Vesting
and Lapse of Restrictions

    


    If a
Participant is eligible for treatment under this Article 18, (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 18, 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 18.2
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 18.2 shall further
apply to such Award to the extent such treatment would not violate Section
409A.

    


    18.3        Dividends
and Dividend Equivalents

    


    If a
Participant is eligible for treatment under this Article 18, 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 18 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 to Section 409A and the treatment described by
this Section 15.7(c) would violate Section 409A, then the treatment described in
this Section 18.3 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 Participant’s termination of employment
qualifies as a "separation from service" for purposes of Section
409A,


    
      
        
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    in which
event such treatment 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 18.3 shall be made as soon as practicable
following the Participant’s termination of employment, but in no event later
than 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 90
days thereafter.

    


    18.4        Treatment
of Performance Units and Performance Shares

    


    If a
Participant holding either performance units or performance shares (including
those issued as Performance Awards under Article 7) is terminated under the
conditions described in Section 18.1 above, the provisions of this Section 18.4
shall determine the manner in which such performance units and/or performance
shares shall be paid to the Participant.  For purposes of making such
payment, each "current performance period," as that term is defined in Section
17.3, shall be treated as terminating upon the date of the Participant's
termination of employment, and for each such "current performance period” and
each “completed performance period,” as that term is defined in Section 17.3, it
shall be assumed that the performance objectives have been attained at a level
of one hundred percent (100%) or the equivalent thereof.  If the
Participant is participating in one or more "current performance periods," he or
she shall be considered to have earned and, therefore, be entitled to receive
that prorated portion of the Awards previously granted to him for each such
performance period, as determined in accordance with the formula established in
Section 17.3 hereof.  A Participant in one or more "completed
performance periods" shall be considered to have earned and, therefore, be
entitled to receive all the performance shares and performance units previously
granted to him during each performance period.  Notwithstanding the
foregoing, if a performance unit or share is subject to Section 409A and the
treatment described by this Section 18.4 would violate Section 409A, then the
treatment described in this Section 18.4 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 Participant’s
termination of employment qualifies as a “separation from service” for purposes
of Section 409A, in which event the treatment described in this Section 18.4
shall further apply to such performance unit or share to the extent such
treatment would not violate Section 409A.  Payment of such performance
units and performance shares, or portions thereof, shall be made as soon as
practicable following the termination of employment, but in no event later than
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 90 days
thereafter.


    
      
        
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    18.5        Treatment
of Awards under Performance Stock Program

    


    If a
Participant of the Performance Stock Program is eligible for treatment under
this Article 18, he or she shall be paid, as soon as practicable but in no event
later than 90 days after the date of his or her termination of employment
(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 90 days thereafter), a
pro-rata Award for each Performance Cycle in which Participant was selected to
participate and during which the Change in Ownership occurs.  The
amount of the pro-rata Award shall be determined by multiplying the Target Award
for such Performance Cycle for Participants in the same wage grade as the
Participant by a fraction, the numerator of which shall be the number of full
months in the Performance Cycle prior to the date of his or her termination of
employment and the denominator of which shall be the total number of full months
in the Performance Cycle.  For purposes of this calculation, a partial
month shall be treated as a full month to the extent 15 or more days in such
month have elapsed.  To the extent Target Awards have not yet been
established for the Performance Cycle, the Target Awards for the immediately
preceding Performance Cycle shall be used.  Notwithstanding the
foregoing, if the Award is subject to Section 409A and the treatment described
by this Section 18.5 would violate Section 409A, then the treatment described in
this Section 18.5 shall not apply to the extent such treatment would violate
Section 409A unless (A) the Change In Ownership event also qualifies as a
Section 409A Change in Control, and (B) the Participant’s termination of
employment qualifies as a “separation from service” for purposes of Section
409A, in which event the treatment described in this Section 18.4 shall further
apply to such Award to the extent such treatment would not violate Section
409A.

    


    18.6        Valuation
of Awards

    


    If a
Participant is eligible for treatment under this Article 18, his or her Awards
shall be valued and paid at the Change In Control Price in accordance with the
provisions of Section 17.5.

    


    18.7        Payment
of Awards

    


    If a
Participant is eligible for treatment under this Article 18, he or she shall be
paid, in a single lump-sum cash payment, as soon as practicable but in no event
later than 90 days after the date of his or her termination of employment
(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 90 days thereafter), all
of his or her Units of Common Stock, Freestanding SARs, stock options (including
incentive stock options), Stock Awards (including those issued as Performance
Awards under Article 7), performance units and


    
      
        
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    shares
(including those earned as a result of the application of Section 18.4 above),
all other outstanding stock-based Awards (including those earned as a result of
the application of Section 18.5 above and those granted by the Committee
pursuant to its authority under Subsection 4.2(n) hereof), and all other
outstanding Awards.  Notwithstanding the foregoing, if the Award is
subject to Section 409A and the treatment described by this Section 18.7 would
violate Section 409A, then the treatment described in this
Section 18.7 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 Participant’s termination of employment
qualifies as a “separation from service” for purposes of Section 409A, in which
event the treatment described in this Section 18.7 shall further apply to Award
to the extent such treatment would not violate Section 409A.

    


    18.8        Deferred
Awards

    


    If a
Participant is eligible for treatment under this Article 18, all of his or her
deferred Awards for which payment has not been received as of the date of his or
her termination of employment shall be paid to the Participant in a single
lump-sum cash payment as soon as practicable, but in no event later than 90 days
after the date of the Participant’s termination (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 90 days thereafter).  For purposes of making such
payment, the value of all Awards that are stock 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 18.8
would violate Section 409A, then the treatment described in this
Section 18.8 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 Participant’s termination of employment
qualifies as a “separation from service” for purposes of Section 409A, in which
event the treatment described in this Section 18.2 shall further apply to such
Award to the extent such treatment would not violate Section 409A.

    


    18.9        Miscellaneous

    


    Upon a
Change In Control, (i) the provisions of Sections 14.2, 14.3, 14.4 and 19.3
hereof shall become null and void and of no force and effect insofar as they
apply to a Participant who has been terminated under the conditions described in
Section 18.1 above; and (ii) 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 the Change In Control or to which he or she may become
entitled as a result of such Change In Control.


    
      
        
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    18.10      Legal
Fees

    


    Kodak
shall pay all legal fees and related expenses incurred by a Participant in
seeking to obtain or enforce any payment, benefit or right he or she may be
entitled to under the Plan after 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.

    


    
      
         

      

      
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    ARTICLE
19  --  MISCELLANEOUS

    


    19.1         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 or the laws of descent and
      distribution), 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).

            	
              Nonqualified Stock
      Options.  The Committee shall have the discretionary
      authority to grant Awards of nonqualified stock options or amend
      outstanding Awards of nonqualified 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
      nonqualified stock options:

            


    

    


    
      	
               
      

            	
              1.

            	
              Permissible
      Transferors.  The only Participants permitted to transfer
      their nonqualified stock options are those Participants who are, on the
      date of the transfer of their nonqualified stock option, either in wage
      grade 56 or above, or the equivalent thereof, a corporate officer of
      Kodak, or a Director.

            


    

    


    
      	
               
      

            	
              2.

            	
              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.

            


    

    


    
      	
               
      

            	
              3.

            	
              No
      Consideration.  All transfers shall be made for no
      consideration.

            


    

    


    
      	
               
      

            	
              4.

            	
              Subsequent
      Transfers.  Once a Participant transfers a nonqualified
      stock option, any subsequent transfer of such transferred option shall,
      notwithstanding Section 19.1(b)(1) to the contrary, be permitted provided,
      however, such subsequent transfer complies with all of the terms and
      conditions of this Section 19.1, with the exception of Section
      19.1(b)(1).

            


    


    
      
        
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              5.

            	
              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.

            


    

    


    
      	
               
      

            	
              6.

            	
              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.

            


    

    


    
      	
               
      

            	
              7.

            	
              Terms and Conditions of
      Transferred Option.  Upon transfer, a nonqualified stock
      option continues to be governed by and subject to the terms and conditions
      of the Plan and the option’s applicable administrative guide and Award
      Notice.  A transferee of a nonqualified stock option is entitled
      to the same rights as the Participant to whom such nonqualified stock
      options was 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.

            


    

    


    
      	
               
      

            	
              8.

            	
              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.

            


    

    


    
      	
               
      

            	
              9.

            	
              Immediate Family
      Member.  For purposes of this Section 19.1, 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.

            


    

    


    19.2       
Withholding Taxes

    


    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 with respect to such payment or may require
the Participant to pay to it 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 by law to be withheld from an Award by withholding from
any payment of Common Stock due as a result of such Award, or by permitting the
Participant to deliver 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.


    
      
        
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    19.3        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, is adverse to the Participant
shall require the Participant's consent, (b) no such amendment shall cause a
violation of Section 409A.

    


    19.4
       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 Stock
Awards or any other Award resulting in the payment of Common Stock prior to (i)
the obtaining of any approval from any governmental agency which the Company
shall, in its sole discretion, determine to be necessary or advisable, (ii) the
admission of such shares to listing on the stock exchange on which the Common
Stock may be listed, and (iii) 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.

    


    19.5        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.  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.

    


    19.6.       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 pursuant to Section 162(m)
of the Code, but only insofar as such amendment affects Covered Employees, 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.

    


    Notwithstanding
anything herein to the contrary, if any provision of this Plan would, in the
opinion of the Committee, cause any business combination approved by the Board
to be ineligible for pooling-of-interests accounting treatment, the Committee
may amend such provision in a manner to make such treatment
available.


    
      
        
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    19.7        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.

    


    19.8        No
Right, Title, or Interest in Company Assets

    


    No
Participant shall have any rights as a shareholder as a result of participation
in the Plan until the date of issuance of a stock certificate in his or her
name, and, in the case of restricted shares of Common Stock, such rights 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.

    


    19.9        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 and restrictions regarding the
Participant’s ability to exercise Awards under the Company’s broker-assisted
stock option exercise program.

    


    19.10      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.

    


    19.11      Compliance
with Section 162(m)

    


    If any
provision of the Plan, other than the application of those contained in Articles
17 or 18 hereof, would cause the Awards granted to a Covered Person not to
qualify as ”Performance-Based Compensation” under Section 162(m) of the Code,
that provision, insofar as it pertains to the Covered Person, shall be severed
from, and shall be deemed not to be a part of, this Plan, but the other
provisions hereof shall remain in full force and effect.


    
      
        
          As
amended 01-01-2009

        

         


      

      
        50

        
        

      

      
         


      

    


    


    19.12      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.

    


    19.13      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 guides 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.


    
      
        
          As
amended 01-01-2009

        

         


      

      
        51