Exhibit 10.8


                                        May 12, 1997







Mr. Thomas M. Lemberg
287 Marlborough Street, Apartment A
Boston, Massachusetts   02116

Dear Tom:

We are delighted to have you here at Polaroid.  This
letter confirms the terms and conditions of your
employment at Polaroid Corporation as Senior Vice
President effective September 1, 1996 ("Employment
Date").

Your title is Senior Vice President, General Counsel and
Secretary, reporting to the Chairman and Chief Executive
Officer.  Your starting salary is $275,000 per year
($22,917 per month) with a review after six (6) months
from your Employment Date.

BONUS
-----
As of your Employment Date you were enrolled in the
Executive Bonus Plan.  This plan pays a percentage of
salary as a bonus opportunity target if Polaroid achieves
its financial plan.  Your bonus opportunity target will
be fifty-five percent (55%) of your earnings based on one
hundred percent (100%) attainment of the financial plan.
Your bonus for the years 1996 and 1997, payable in
February of the following year, will be no less than
$75,000 irrespective of Polaroid's financial performance.

STOCK OPTIONS - HIRING GRANT
----------------------------

You were granted 50,000 non-dividend paying stock options
upon hire, which will be vested in accordance with the
rules governing the Polaroid Stock Incentive Plan.  You
have received an Agreement which sets forth the terms of
this grant.

LONG-TERM INCENTIVE PLAN
------------------------

As of your Employment Date, you became a participant in
our long-term Incentive Plan ("LTIP") which enables key
employees to receive stock rights to increase their
ownership in Polaroid.  Specifically, you will have the
opportunity to receive annual stock options and
performance share grants at the Senior Vice President
level.


<PAGE>


PENSION RETIREMENT
------------------

You are eligible to participate in the Polaroid Pension
Plan (five (5) year vesting) which is a Polaroid-paid
defined benefit plan.  In addition to the benefits
normally provided under this Plan, and after any
additional credit becomes applicable under the Change in
Control provision set forth below, you will receive an
additional monthly retirement benefit which shall be
equal to the excess of:

          (a)  the monthly pension benefit you would
          receive under the terms of the Polaroid Pension
          Plan (including the benefits under the Polaroid
          Retirement Parity Plan and the Polaroid
          Executive Equalization Retirement Plan)
          ("Retirement Benefit") in effect on your
          Employment Date, assuming that you are credited
          with one (1) additional year of credited
          benefit accrual for every four (4) years of
          credited benefit accrual earned under the Plan,
          over
          
          (b)  the actual monthly Retirement Benefit
          which is payable without regard to this
          provision.
          
In addition your pension benefit will vest over your
first four (4) years of actual service.  These benefits
shall be provided in the Supplemental Benefit Plan which
is a non-qualified retirement plan for executives.

In determining the amount of your total monthly
retirement benefit, such amount shall be calculated
assuming the same frequency of payment, the same form of
annuity and the same commencement date of payment as the
benefits to be paid.  Moreover, you shall be vested in
the Retirement Benefit and the enhancement set forth in
this Section upon completion of four (4) years of
credited vested service.  The Benefit which you receive
pursuant to this Section shall be paid at the same time,
and in the same form, as the Retirement Benefit.

401(k) RETIREMENT PLANS
-----------------------

As of your Employment Date you became eligible to make
401(k) and voluntary after tax contributions through our
Polaroid Profit Sharing Retirement Plan.  Additionally,
in January, Polaroid Corporation implemented a new Non-
Qualified Deferred Compensation Plan.  This plan allows
executives and officers to defer part of their annual
compensation at competitive, guaranteed interest rates
until retirement or a specific date.  You have been given
the opportunity to enroll in this Plan.



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<PAGE>



VACATION AND BENEFITS
---------------------

You will be entitled to four (4) weeks vacation as of
your Employment Date.  Of course, you will participate in
all other health, medical, dental, life and disability
benefit programs and receive employment perquisites on a
basis consistent with other Polaroid executives.

TERMINATION OF EMPLOYMENT
-------------------------

If you are terminated prior to a Change in Control, by
Polaroid without Cause or if you voluntarily terminate
after a Constructive Termination (as such terms are
defined below) within twenty-four (24) months of your
hiring date, you will continue to receive a salary for a
period of twenty-four (24) months, at your Base Pay rate
immediately prior to your termination.  Moreover, all
stock options granted to such date will be fully vested.
The purpose of this salary continuation shall be to
offset such dislocation.  This payment will be based upon
your monthly Base Pay Rate on the date of your
termination.  Additionally, Polaroid will provide you
continuation of the medical, dental and life insurance
coverage for two (2) years at its applicable employee
contribution rates.  This salary continuation, however,
does not create rights to continued participation in any
other benefit or program not identified.  Should you
become eligible to receive payments and benefits under
this Section and die prior to receipt of all such
payments and benefits, the residual payments shall be
made to the beneficiaries identified on your beneficiary
form for the Executive Deferral Compensation Plan.  Any
residual family medical and dental benefits which you
were receiving on your date of death shall continue to
the family members you had covered in such medical and
dental plans on such date.

Notwithstanding the foregoing, if your employment is
terminated for serious and willful misconduct, you will
not be entitled to receive any of the benefits as set
forth in this Section and all options shall be
immediately forfeited.



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TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL
-------------------------------------------------------

1.   Defined Terms.
     
     (a)  "Acquiring Person" shall mean any Person who or
          which, together with all Affiliates and Associates of
          such Person, is the Beneficial Owner of twenty percent
          (20%) or more of Common Shares then outstanding, but does
          not include any Subsidiary of the Company, any employee
          benefit plan of the Company or of any of its subsidiaries
          or any Person holding Common Shares for or pursuant to
          the terms of any such employee benefit plan.
          
     (b)  "Affiliate and Associate", when used with reference
          to any Person, shall have the meaning given to such terms
          in Rule 12b-2 of the General Rules and Regulations under
          the Exchange Act (as defined below).
          
     (c)  "Annual Bonus" shall mean the Executive's annual
          bonus paid pursuant to the Company's annual bonus plan in
          effect at the time (currently the Polaroid Incentive Plan
          for Executives).  Unless otherwise specifically provided,
          the Annual Bonus shall be calculated assuming the
          Corporate target is reached and no additional factors are
          considered to decrease the Executive's award under the
          Plan.
          
     (d)  "Base Salary" means your annual rate of base salary
          (disregarding any reduction in such rate that constitutes
          Constructive Termination) in effect on the date of the
          Change in Control or the Termination Date, whichever is
          higher.
          
     (e)  "Beneficial Owner" shall be a Person deemed to
          "beneficially own" any securities:
          
          (i)  which such Person or any of such Person's Affiliates
                  or Associates beneficially owns, directly or indirectly;
                  or
                  
          (ii) which such Person or any of such Person's Affiliates
                  or Associates has:
                  
                  (a)  the right to acquire (whether such right is
                       exercisable immediately or only after the passage of
                       time) pursuant to any agreement, arrangement or
                       understanding (written or oral), or upon the exercise of
                       conversion rights, exchange rights, warrants or options,
                       or otherwise; provided, however, that a Person shall not
                       be deemed the Beneficial Owner of, or to beneficially
                       own, securities tendered pursuant to a tender or exchange
                       offer made by or on behalf of such Person or any of such
                       Person's Affiliates or Associates until such tendered
                       securities are accepted for purchase or exchange
                       thereunder;
                       
                  
               
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                  (b)  the right to vote pursuant to any agreement,
                       arrangement or understanding (written or oral); provided
                       however, that a Person shall not be deemed the Beneficial
                       Owner of, or to beneficially own, any security if the
                       agreement, arrangement or understanding (written or oral)
                       to vote such security (1) arises solely from a revocable
                       proxy given to such Person in response to a public proxy
                       or consent solicitation made pursuant to, and in
                       accordance with, the applicable rules and regulations
                       under the Exchange Act and (2) is not also then
                       reportable on Schedule 13D (or any comparable or
                       successor report) under the Exchange Act; or
                       
                  (c)  which are beneficially owned, directly or
                       indirectly, by any Person with which such Person or any
                       of such Person's Affiliates or Associates has any
                       agreement, arrangement or understanding (written or
                       oral), for the purpose of acquiring, holding, voting
                       (except pursuant to a revocable proxy as described above)
                       or disposing of any securities of Polaroid.
                       
     (f)  "Cause" means either of the following:
          
          (i)  Your willful malfeasance having a material adverse
                  effect on Polaroid; or
                  
          (ii) Your conviction of a felony;
                  
          provided, that any action or refusal
          shall not constitute "Cause" if, in
          good faith, you believe such action or
          refusal to be in, or not opposed to,
          the best interests of Polaroid, or if
          you shall be entitled, under applicable
          law or under an applicable Polaroid's
          Certificate of Incorporation or By-
          Laws, as they may be amended or
          restated from time to time, to be
          indemnified with respect to such action
          or refusal.
          


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<PAGE>
          
     (g)  "Change in Control" shall occur on:
          
          (i)  The date on which a change in control of Polaroid
                  occurs of a nature that would be required to be reported
                  (assuming that Polaroid's Common Stock was registered
                  under the Securities Exchange Act of 1934, as in effect
                  on the date in question (Exchange Act)) in response to an
                  item (currently Item 6(e)) of Schedule 14A of Regulation
                  14A promulgated under the Exchange Act (or any comparable
                  or successor Schedule), or an item (currently Item 1(a))
                  of Form 8-K under the Exchange Act(or any comparable or
                  successor form); or,
                  
          (ii) the date on which there is an Acquiring Person and a
                  change in the composition of the Board of the Company
                  within two (2) years after the Share Acquisition Date
                  such that the individuals who constituted the Board prior
                  to the Share Acquisition Date (the "Incumbent Board")
                  shall cease for any reason to constitute at least a
                  majority of the Board; or,
                  
          (iii)     Any day on or after the Share Acquisition Date
                  when directly or indirectly, any of the transactions
                  specified in the following clauses occurs:
                  
                  (a)  Polaroid shall consolidate with, or merge with and
                       into, any other Person;
                       
                  (b)  any Person shall merge with and into Polaroid;
                       
                  (c)  Polaroid shall sell, lease, exchange or otherwise
                       transfer or dispose of (or one or more of its
                       subsidiaries shall sell, lease, exchange or otherwise
                       transfer or dispose of), in one or more transactions, the
                       major part of the assets of Polaroid and its subsidiaries
                       (taken as a whole) to any other Person or Persons; or,
                       


                        Page 6 of 18
          
<PAGE>
          
                  
                  
          (iv) The date when a Person (other than Polaroid, any
                  Subsidiary of Polaroid, any employee benefit plan of
                  Polaroid or any of its subsidiaries or any Person holding
                  Common Shares for or pursuant to the terms of any such
                  employee benefit plan) alone or together with all
                  Affiliates and Associates becomes the Beneficial Owner of
                  thirty percent (30%) or more of Polaroid's Common Shares
                  then outstanding; or,
                  
          (v)  The date on which the stockholders of Polaroid
                  approve a merger or consolidation of Polaroid with any
                  other corporation other than:
                  
                  (a)  a merger or consolidation which would result in
                       voting securities of Polaroid outstanding immediately
                       prior thereto continuing to represent (either by
                       remaining outstanding or by being converted into voting
                       securities of the surviving or parent entity) fifty
                       percent (50%) or more of the combined voting power of the
                       voting securities of Polaroid or such surviving or parent
                       entity outstanding immediately after such merger or
                       consolidation; or
                       
                  (b)  a merger or consolidation effected to implement a
                       recapitalization of Polaroid (or similar transaction) in
                       which no Person acquires fifty percent (50%) or more of
                       the combined voting power of Polaroid's then outstanding
                       securities; or,
                       
          (vi) The date stockholders of Polaroid approve a plan of
                  complete liquidation of Polaroid or an agreement for the
                  sale or disposition by Polaroid of all or substantially
                  all of Polaroid's assets (or any transaction having a
                  similar effect).
                  
     (h)  "Code" means the Internal Revenue Code of 1986, as
          amended.
          


                        Page 7 of 18
          
<PAGE>
          
     
     
     (i)  "Common Shares".  Common Shares shall mean the
          outstanding shares of Common Stock of the Company or any
          other shares of capital stock of the Company into which
          the Common Stock shall be reclassified or changed.
          
     (j)  "Confidential Information" means nonpublic
          information relating to the business plans, marketing
          plans, customers or employees of Polaroid other than
          information the disclosure of which cannot reasonably be
          expected to adversely affect the business of Polaroid.
          
     (k)  "Constructive Termination" shall occur when you
          voluntarily terminate your employment with the Company or
          retire after the occurrence of one or more of the
          following events on or after the Change in Control:
          
          (i)  a reduction in the Participant's Base Pay from the
                  amount of the Participant's Base Pay on the day
                  immediately preceding the Change in Control;
                  
          (ii) the elimination of or reduction of any benefit under
                  any bonus, incentive or other employee benefit plan in
                  effect on the day immediately preceding the Change in
                  Control, without an economically equivalent replacement,
                  if the Participant was a participant or member of such
                  plan on the day immediately preceding the Change in
                  Control;
                  
          (iii)     the discontinuation of or any reduction in a
                  Participant's participation or membership in any bonus,
                  incentive or other benefit plan in which the Participant
                  was a participant or member on the day immediately
                  preceding the Change in Control, without an economically
                  equivalent replacement;
                  
          (iv) the reassignment of the Participant without his
                  consent from his regular shift or regular duties as they
                  existed on the day immediately preceding the Change in
                  Control;
                  
          (v)  the reassignment of the Participant without his
                  consent to a location more than thirty (30) miles from
                  his regular workplace on the day immediately preceding
                  the Change in Control;
                  


                        Page 8 of 18
          
<PAGE>
          
          
          
          (vi)    the reduction in the Participant's job title or
                  level in effect on the day immediately preceding the
                  Change in Control;
                  
         (vii)    the provision of significantly less favorable
                  working conditions than those provided on the day
                  immediately preceding the Change in Control; or

         (viii)   a significant diminution in duties or
                  responsibilities as they existed on the day immediately
                  preceding the Change in Control.
                  
     (l)  "Person" shall mean any individual, corporation,
          partnership, joint venture, association, trust,
          unincorporated organization or other entity.
          
     (m)  "Polaroid" means Polaroid and its subsidiaries and
          affiliates and, after a Change in Control, any successor
          or successors thereto.
          
     (n)  "Share Acquisition Date" shall mean the first date 
          any Person shall become an Acquiring Person.

     (o)  "Terminated" shall mean:
          
          (i)  termination by Polaroid without Cause at any time
                  within the two (2) years following a Change in Control;
                  
          (ii) termination by you due to a Constructive Termination
                  at any time within the two (2) years following a Change
                  in Control; or
                  
          (iii)     termination within three (3) months prior to a
                  Change in Control at the request of any individual or
                  entity acquiring ownership and control of Polaroid.
                  
     (p)  "Termination Date" shall mean the later of the date
          there is a Change in Control or the date you are
          Terminated.
          
2.   Change in Control Benefits.  If your employment with
     Polaroid is Terminated, you shall be entitled to the
     following  benefits:
     
     (a)  Change in Control Severance Benefits. If your
          employment is Terminated following a Change in Control,
          you will continue to receive Compensation and Annual
          Bonus for a period of twenty-four (24) months.  Moreover,
          all stock options granted to such date will be fully
          vested.  The purpose of this salary continuation shall be
          to offset such dislocation.   Within 10 business days
          after the Termination Date, Polaroid shall pay you a lump
          sum amount, in cash, Compensation shall be equal to:
          


                        Page 9 of 18
          
<PAGE>
          
          
          (i)   Two (2) times the sum of:
                  
                  (a)  Your Base Salary; and
                       
                  (b)  Your Annual Bonus; and
                       
          (ii) Your Annual Bonus multiplied by a fraction, the
                  numerator of which shall equal the number of days you
                  were employed by Polaroid in the calendar year in which
                  the Termination Date occurs and the denominator of which
                  shall equal three hundred sixty five (365).
                  
     (b)  Continued Welfare Benefits.  Until the second
          anniversary of the Termination Date, you shall be
          entitled to participate in the Company's medical, dental,
          and life insurance plan, at the highest level provided to
          you during the period beginning immediately prior to the
          Change in Control and ending on the Termination Date and
          at no greater cost than the cost you were paying
          immediately prior to Change in Control; provided,
          however, that if you become employed by a new employer,
          your coverage under the applicable Polaroid plans shall
          continue, but your coverage thereunder shall be secondary
          to (i.e., reduced by) any benefits provided under like
          plans of such new employer.
          
     (c)  Payment of Accrued But Unpaid Amounts.    Within 10
          business days after the Termination Date, Polaroid shall
          also pay you:
          
          (i)  earned but unpaid compensation, including, without
                  limitation, any unpaid portion of any bonus accrued with
                  respect to the full calendar year ended prior to the
                  Termination Date; and
                  
          (ii) all compensation previously deferred by you on a non-
                  qualified basis but not yet distributedpaid.
                  
     (d)  Retiree-Medical Benefits.  If you are or would
          become fifty-five (55) or older and your age and service
          equal sixty-five (65) and you have at least five (5)
          years of service with the Company within two (2) years of
          Change in Control, you are eligible for retiree-medical
          benefits (as such are determined immediately prior to
          Change in Control).  You are eligible to commence
          receiving such retiree-medical benefits based on the
          terms and conditions of the applicable plans in effect
          immediately prior to the Change in Control.
          


                        Page 10 of 18
          
<PAGE>
          
     
     
     (e)  Supplemental Retirement and Profit Sharing Benefits.
          
          (i)  On the Termination Date, you shall become vested in
                  the benefits provided under Polaroid's non-qualified
                  defined benefit pension plans or any successor plans (the
                  "Supplemental Plans").
                  
          (ii) Within ten (10) business days after the Termination
                  Date, Polaroid shall pay you a lump sum cash amount equal
                  to the present value of your accrued benefit under the
                  Supplemental Plans.  For purposes of computing the lump
                  sum present value of your accrued benefit under the
                  Supplemental Plans:
                  
                  (a)  Before applying the enhancement in the "Pension
                       Retirement" section above, Polaroid shall credit you with
                       two (2) years of plan participation and service and two
                       (2) years of age for all purposes (including additional
                       accruals and eligibility for early retirement) over your
                       actual years and fractional years of plan participation
                       and service and age credited to you on the Termination
                       Date; and
                       
                  (b)  Polaroid shall apply the present value (and any
                       other actuarial adjustment required by this Agreement)
                       using the actuarial assumptions set forth in Section 1.01
                       of the Pension Plan.  In determining the Executive's
                       benefits under this paragraph (e)(ii), the terms of the
                       Supplemental Plans as in effect immediately prior to the
                       Change in Control, except as expressly modified in this
                       paragraph (e), shall govern.
                       


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<PAGE>
          
                  
                  
     (f)  Effect on Existing Plans.  All Change in Control
          provisions applicable to you and contained in any plan,
          program, agreement or arrangement maintained as of the
          date this Agreement is signed (including, but not limited
          to, any stock option, restricted stock or pension plan)
          shall remain in effect through the date of a Change in
          Control, and for such period thereafter as is necessary
          to carry out such provisions and provide the benefits
          payable thereunder, and may not be altered in a manner
          which adversely affects you without your prior written
          approval.  Notwithstanding the foregoing, no benefits
          shall be paid to you, however, under the Polaroid
          Extended Severance Plan or any other severance plan
          maintained generally for the employees of Polaroid if you
          are eligible to receive severance benefits under this
          Agreement.
          
     (g)  Outplacement Counseling.  Outplacement services will
          be provided consistent with Polaroid's outplacement
          practices in effect prior to the Change in Control.
          
3.   Gross-up.
     
     (a)  In the event it shall be determined that any
          payment, benefit or distribution (or combination thereof)
          by the Company, or one or more trusts established by the
          Company for the benefit of its employees, to or for the
          benefit of you ("the Executive") (whether paid or payable
          or distributed or distributable pursuant to the terms of
          this Agreement, or otherwise) (a "Payment") would be
          subject to the excise tax imposed by Section 4999 of the
          Code or any interest or penalties incurred by the
          Executive with respect to such excise tax (such excise
          tax, together with any such interest and penalties,
          hereinafter collectively referred to as the "Excise
          Tax"), the Executive shall be entitled to receive an
          additional payment (a "Gross-Up Payment") in an amount
          such that after payment by the Executive of all taxes
          (including any interest or penalties imposed with respect
          to such taxes), including, without limitation, any income
          taxes (and any interest and penalties imposed with
          respect thereto) and the Excise Tax imposed upon the
          Gross-Up Payment, the Executive retains an amount of the
          Gross-Up Payment equal to the Excise Tax imposed upon the
          Payments.
          


                        Page 12 of 18
          
<PAGE>
          
     
     
     (b)  Subject to the provisions of Section 3(c), all
          determinations required to be made under this Section 3,
          including whether and when a Gross-Up Payment is required
          and the amount of such Gross-Up Payment and the
          assumptions to be utilized in arriving at such
          determination, shall be made by a nationally recognized
          certified public accounting firm as may be designated by
          the Executive (the "Accounting Firm") which shall provide
          detailed supporting calculations both to the Company and
          the Executive within fifteen (15) business days of the
          receipt of notice from the Executive that there has been
          a Payment, or such earlier time as is requested by the
          Company.  In the event that the Accounting Firm is
          serving as accountant or auditor for an individual,
          entity or group effecting the change in ownership or
          effective control (within the meaning of Section 280G of
          the Code), the Executive shall appoint another nationally
          recognized accounting firm to make the determinations
          required hereunder (which accounting firm shall then be
          referred to as the Accounting Firm hereunder).  All fees
          and expenses of the Accounting Firm shall be borne solely
          by the Company.  Any Gross-Up Payment, as determined
          pursuant to this Section 3, shall be paid by the Company
          to the Executive within five (5) business days after the
          receipt of the Accounting Firm's determination.  If the
          Accounting Firm determines that no Excise Tax is payable
          by the Executive, it shall so indicate to the Executive
          in writing.  Any determination by the Accounting Firm
          shall be binding upon the Company and the Executive.  As
          a result of the uncertainty in the application of Section
          4999 of the Code at the time of the initial determination
          by the Accounting Firm hereunder, it is possible that
          Gross-Up Payments which will not have been made by the
          Company should have been made ("Underpayment"),
          consistent with the calculations required to be made
          hereunder.  In the event that the Company exhausts its
          remedies pursuant to Section 3(c) and the Executive
          thereafter is required to make a payment of any Excise
          Tax, the Accounting Firm shall determine the amount of
          the Underpayment that has occurred and any such
          Underpayment shall be promptly paid by the Company to or
          for the Executive's benefit.
          
     (c)  The Executive shall notify the Company in writing of
          any written claim by the Internal Revenue Service that,
          if successful, would require the payment by the Company
          of the Gross-Up Payment.  Such notification shall be
          given as soon as practicable but no later than ten (10)
          business days after the Executive is informed in writing
          of such claim and shall apprise the Company of the nature
          of such claim and the date on which such claim is
          requested to be paid (but the Executive's failure to
          comply with this notice obligation shall not eliminate
          his rights under this Section except to the extent
          Polaroid's defense against the imposition of the Excise
          Tax is actually prejudiced by any such failure).  The
          Executive shall not pay such claim prior to the
          expiration of the thirty (30) day period following the
          date on which he gives such notice to the Company (or
          such shorter period ending on the date that any payment
          of taxes with respect to such claim is due).  If the
          Company notifies the Executive in writing prior to the
          expiration of such period that it desires to contest such
          claim, the Executive shall:
          


                        Page 13 of 18
          
<PAGE>
          
     
     
          (i)  give the Company any information reasonably
                  requested by the Company relating to such claim;
                  
          (ii) take such action in connection with contesting such
                  claim as the Company shall reasonably request in writing
                  from time to time, including, without limitation,
                  accepting legal representation with respect to such claim
                  by an attorney reasonably selected by the Company;
                  
          (iii)     cooperate with the Company in good faith in
                  order to effectively contest such claim; and
                  
          (iv) permit the Company to participate in any proceedings
                  relating to such claim; provided, however, that the
                  Company shall bear and pay directly all costs and
                  expenses (including additional interest and penalties)
                  incurred in connection with such contest and shall
                  indemnify and hold the Executive harmless, on an after-
                  tax basis, for any Excise Tax or income tax (including
                  interest and penalties with respect thereto) imposed as a
                  result of such representation and payment of costs and
                  expenses.  Without limitation on the foregoing provisions
                  of this Section 3(c), the Company shall control all
                  proceedings taken in connection with such contest and, at
                  its sole option, may pursue or forego any and all
                  administrative appeals, proceedings, hearings and
                  conferences with the taxing authority in respect of such
                  claim and may, at its sole option, either direct the
                  Executive to pay the tax claimed and sue for a refund or
                  contest the claim in any permissible manner, and the
                  Executive agrees to prosecute such contest to a
                  determination before any administrative tribunal, in a
                  court of initial jurisdiction and in one or more
                  appellate courts, as the Company shall reasonably
                  determine; provided, however, that if the Company directs
                  the Executive to pay such claim and sue for a refund, the
                  Company shall advance the amount of such payment to the
                  Executive, on an interest-free basis, and shall indemnify
                  and hold the Executive harmless, on an after-tax basis,
                  from any Excise Tax or income tax (including interest or
                  penalties with respect thereto) imposed with respect to
                  such advance or with respect to any imputed income with
                  respect to such advance; and provided, further, that if
                  the Executive is required to extend the statute of
                  limitations to enable the Company to contest such claim,
                  the Executive may limit this extension solely to such
                  contested amount.  The Company's control of the contest
                  shall be limited to issues with respect to which a Gross-
                  Up Payment would be payable hereunder and the Executive
                  shall be entitled to settle or contest, as the case may
                  be, any other issue raised by the Internal Revenue
                  Service or any other taxing authority.
                  


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     (d)  If, after the Executive receives an amount advanced
          by the Company pursuant to Section 3(c), the Executive
          receives any refund with respect to such claim, the
          Executive shall (subject to the Company's complying with
          the requirements of Section 3(c)) promptly pay to the
          Company the amount of such refund (together with any
          interest paid or credited thereon after taxes applicable
          thereto).  If, after the Executive receives an amount
          advanced by the Company pursuant to Section 3(c), a
          determination is made that the Executive shall not be
          entitled to any refund with respect to such claim and the
          Company does not notify the Executive in writing of its
          intent to contest such denial of refund prior to the
          expiration of thirty (30) days after such determination,
          then such advance shall be forgiven and shall not be
          required to be repaid and the amount of such advance
          shall offset, to the extent thereof, the amount of Gross-
          Up Payment required to be paid.
          
4.   Termination for Cause.  Nothing in this Agreement
     shall be construed to prevent Polaroid from terminating
     your employment for Cause.  If you are terminated for
     Cause, Polaroid shall have no obligation to make any
     payments under this Agreement, except for payments that
     may otherwise be payable under then existing employee
     benefit plans, programs and arrangements of Polaroid.
     


                        Page 15 of 18
          
<PAGE>
          


5.   Indemnification; Director's and Officer's Liability
     Insurance.  You shall, after the Termination Date, retain
     all rights to indemnification under applicable law or
     under Polaroid's Certificate of Incorporation or By-Laws,
     as they may be amended or restated from time to time.  In
     addition, Polaroid shall maintain Director's and
     Officer's liability insurance on behalf of you, at the
     level in effect immediately prior to the Termination
     Date, for the three (3) year period following the
     Termination Date, and throughout the period of any
     applicable statute of limitations.
     
6.   Disputes.  Any dispute or controversy arising under
     or in connection with this Agreement shall be settled
     exclusively by arbitration in Boston, Massachusetts in
     accordance with the Rules of the American Arbitration
     Association then in effect.  Judgment may be entered on
     an arbitrator's award relating to this Agreement in any
     court having jurisdiction.
     
7.   Costs of Proceedings.  Polaroid shall pay all of
     your costs and expenses, including attorneys' fees and
     disbursements, at least monthly, in connection with any
     legal proceeding (including arbitration), whether or not
     instituted by Polaroid or you, relating to the
     interpretation or enforcement of any provision of this
     Agreement, except that if you institute the proceeding
     and the judge, arbitrator or other individual presiding
     over the proceeding affirmatively finds that you
     instituted the proceeding in bad faith, you shall pay all
     costs and expenses, including attorneys' fees and
     disbursements.  Polaroid shall pay pre-judgment interest
     on any money judgment obtained by you as a result of such
     a proceeding, calculated at the prime rate of The Chase
     Manhattan Bank (or its successors), as in effect from
     time to time, from the date that payment should have been
     made to you under this Agreement.
     
8.   Assignment.  Except as otherwise provided herein,
     this Agreement shall be binding upon, inure to the
     benefit of and be enforceable by Polaroid and you and
     their respective heirs, legal representatives, successors
     and assigns.  If Polaroid shall be merged into or
     consolidated with another entity, the provisions of this
     Agreement shall be binding upon and inure to the benefit
     of the entity surviving such merger or resulting from
     such consolidation.  Polaroid will require any successor
     (whether direct or indirect, by purchase, merger,
     consolidation or otherwise) to all or substantially all
     of the business or assets of Polaroid, by agreement in
     form and substance satisfactory to you, to expressly
     assume and agree to perform this Agreement in the same
     manner and to the same extent that Polaroid would be
     required to perform it if no such succession had taken
     place.  The provisions of this Section 8 shall continue
     to apply to each subsequent employer hereunder in the
     event of any subsequent merger, consolidation or transfer
     of assets of such subsequent employer.
     


                        Page 16 of 18
          
<PAGE>
          


9.   Withholding. Polaroid may, to the extent required by
     law, withhold applicable federal, state and local income
     and other taxes from any payments due to you hereunder.
     
CONFIDENTIALITY.  Without the prior written consent of
the Company, except to the extent required by an order of
a court having competent jurisdiction or under subpoena
from an appropriate government agency, the Executive
shall comply with the Confidentiality Agreement he
executed when hired and shall not disclose any trade
secrets, customer lists, drawings, designs, information
regarding product development, marketing plans, sales
plans, manufacturing plans, management organization
information (including data and other information
relating to members of the Board and management),
operating policies or manuals, business plans, financial
records or other financial, commercial, business or
technical information relating to the Company or any of
its subsidiaries or information designated as
confidential or proprietary that the Company or any of
its subsidiaries may receive belonging to suppliers,
customers or others who do business with the Company or
any of its subsidiaries (collectively, "Confidential
Information") to any third person unless such
Confidential Information has been previously disclosed to
the public by the Company or is in the public domain
(other than by reason of Executive's breach of this
Agreement).

MISCELLANEOUS.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth
of Massachusetts applicable to contracts made and to be
performed therein.  This Agreement with the plans
referenced herein constitutes the entire agreement and
may be changed only by a written agreement executed by
the parties.



                        Page 17 of 18
          
<PAGE>
          


Tom, we are all extremely impressed with you personally
and professionally.  You are a valuable addition to
Polaroid Corporation, and we look forward to having you
continue your strong career path as Senior Vice
President, General Counsel and Secretary.

                                Sincerely,

                                /s/ Gary T. DiCamillo

                                Gary T. DiCamillo
                                Chairman and
                                Chief Executive Officer


I accept the terms and conditions as outlined in this
letter.




/s/ Thomas M. Lemberg                    May 12, 1997
--------------------------              ----------------
     Thomas M. Lemberg                      Date





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