Exhibit 10.5







                        POLAROID CORPORATION
                EXECUTIVE DEFERRED COMPENSATION PLAN

















                         Effective January 1, 1997






<PAGE>



                        POLAROID CORPORATION
                 EXECUTIVE DEFERRED COMPENSATION PLAN

This Polaroid Corporation Executive Deferred Compensation Plan (the
"Plan") is adopted by Polaroid Corporation (the "Company") for certain
of its executive employees.  The purpose of the Plan is to offer those
employees an opportunity to elect to defer the receipt of compensation
in order to provide termination of employment and related benefits
taxable pursuant to Section 451 of the Internal Revenue Code of 1986,
as amended (the "Code").  The Plan is intended to be a "top-hat" plan
(i.e., an unfunded deferred compensation plan maintained for a select
group of management or highly-compensated employees) under Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 ("ERISA").



                            ARTICLE I
                           DEFINITIONS
                           -----------


1.1  Annual Cash Bonus means the executive annual bonus plan (currently
     the Polaroid Incentive Plan for Executives).
     
1.2  Account means:
     
     (a)  the balance credited due to Company Contributions (which may have
          vesting and other performance factors as set forth in Section 3.1),
          
     (b)  the Participant Compensation Deferrals pursuant to Section 3.2.
          
     (c)  amounts equal to any deemed earnings or losses (to the extent
          realized, based upon deemed fair market value of the Account's deemed
          assets, as determined by the Company, in its discretion) attributable
          or allocable thereto; and
          
     (d)  expenses and/or taxes charged to that Account in accordance with
          Sections 4.7 and 4.8.
          
1.3  Base Pay shall mean the annual rate of base salary as may be
     increased from time to time by the Company.
     
1.4  Beneficiary(ies) means any person or persons so designated in
     accordance with the provisions of Article 7.

1.5  Code means the Internal Revenue Code of 1986 and the regulations
     thereunder, as amended from time to time.

1.6  Company means Polaroid Corporation and its successors and assigns
     unless otherwise herein provided, or any other corporation or business
     organization which, with the consent of Polaroid Corporation or its
     successors or assigns, assumes the Company's obligations hereunder, or
     any other corporation or business organization which agrees, with the
     consent of Polaroid Corporation, to become a party to the Plan.
     
1.7  1.7  COMPENSATION DEFERRALS shall mean the amounts which a
     Participant elects to defer from either his Base Pay or Annual Cash
     Bonus as set forth more fully in Section 3.2.
     
1.8  Designation Date means the date as of which a designation of
     deemed investment directions by an individual shall be applied pursuant
     to the procedures adopted by the Plan Administrator in a uniform and
     non-discriminatory manner (see Addendum A).
     
1.9  Effective Date means the effective date of the Plan, which shall
     be January 1, 1997.
     
1.10 Eligible Employee means, for any Plan Year (or applicable portion
     thereof), a person employed by the Company who is determined by the
     Company to be a member of a select group of management or highly-
     compensated employees and who is designated by the Company to be
     eligible to participate in this Plan.  By each November 1 (or before
     the Effective Date for the Plan's first Plan Year), the Company shall
     notify those individuals, if any, who will be eligible to participate
     for the next Plan Year.  If the Company determines that an individual
     first becomes an Eligible Employee during a Plan Year, the Company
     shall notify such individual of its determination and of the date
     during the Plan Year on which the individual shall first become an
     Eligible Employee.
     
1.11 ENTRY DATE with respect to an individual means the first day of
     the pay period following the date on which the individual first becomes
     an Eligible Employee.
     
1.12 Participant means any person so designated in accordance with the
     provisions of Article 2, including, where appropriate according to the
     context of the Plan, any former employee who is or may become (or whose
     Beneficiary(ies) may become) eligible to receive a benefit under the
     Plan.
     
1.13 Participant Enrollment And Election Form means the form or forms
     on which a Participant elects to defer Compensation hereunder and on
     which the Participant makes certain other designations as required
     thereon.
     
1.14 Plan means this Polaroid Corporation Executive Deferred
     Compensation Plan, as amended from time to time.
     
1.15 Plan Year means the calendar year ending on December 31st during
     which the Plan is in effect.

1.16 Trust means the Trust established by the Company which shall
     maintain one or more separate sub-accounts to represent Participants'
     interests in the Plan.  Any such Trust shall be intended to be treated
     as a "grantor trust" under the Code and the establishment of the Trust
     or the utilization of any existing Trust for Plan benefits, as
     applicable, shall not be intended to cause any Participant to realize
     current income on amounts contributed thereto, and the Trust shall be
     so interpreted.
     
1.17 Valuation Date means the last day of each Plan Year and any other
     date that the Company, in its sole discretion, designates as a
     Valuation Date.
     


                             ARTICLE II
                    ELIGIBILITY AND PARTICIPATION
                    -----------------------------



2.1  Requirements.  Every Eligible Employee on the Effective Date shall
     be eligible to become a Participant on the Effective Date.  Every other
     Eligible Employee shall be eligible to become a Participant if he makes
     an election to become a Participant within the first twenty-five (25)
     days of employment.  No individual shall become a Participant, however,
     if he is not an Eligible Employee on the date his participation is to
     begin.
     
2.2  Participation In The Participant Compensation Deferrals.
     Participation in the Participation Compensation Deferrals is entirely
     voluntary.  To become a Participant, an Eligible Employee must comply
     with all application procedures set forth in this Plan and the
     Administrative Procedures.
     
2.3  Re-Employment.  If a Participant whose employment with the Company
     is terminated is subsequently re-employed, he must file a new election
     to continue to participate in the Plan.
     
2.4  Change Of Employment Category.  During any period in which a
     Participant remains in the employ of the Company, but ceases to be an
     Eligible Employee, he shall not be eligible to make future Compensation
     Deferrals hereunder.  However, once a Participant has an Account, he
     shall be entitled to continue participation in the Plan regardless of
     his employment status.
     


                              ARTICLE III
                        CONTRIBUTIONS AND CREDITS
                        -------------------------

3.1  Company Contribution Credits.  The Company in its discretion shall
     have the right to provide elective Company Contribution Credits for any
     Eligible Participant.  Such Company Contribution Credits may have
     vesting or performance factors at the sole and complete discretion of
     the Company.  The Company shall credit or debit, as applicable,
     Participant's Account with:
     
     (a)  amounts equal to the Company's Contribution Credits credited to
          that Account;
          
     (b)  any deemed earnings and losses (to the extent realized, based upon
          deemed fair market value of the Account's deemed assets as determined
          by the Company, in its discretion) allocated to that Account; and
          
     (c)  taxes charged to that Account in accordance with Section 4.8.
          
3.2  Compensation Deferrals.  In accordance with rules established by
     the Company, a Participant may elect to defer Base Pay or Annual Cash
     Bonus which is due to be earned and which would otherwise be paid to
     the Participant, in a lump sum or in any fixed periodic dollar amount
     designated by the Participant ("Compensation Deferrals").
     
     (a)  A Participant's election to defer any portion of his Base Pay for
          a Plan Year must be made during the period beginning on November 1 and
          ending on December 1 of the prior calendar year, or during such other
          period as might be established by the Company.  Compensation Deferrals
          from Base Pay shall be taken through regular payroll deductions.
          
     (b)  A Participant's election to defer any portion of his Annual Cash
          Bonus for Plan Year must be made on or before October 1 of the prior
          calendar year, or during such other period as might be established by
          the Company.  Compensation Deferrals from a Participant's Annual Cash
          Bonus shall be taken in a single lump sum from the bonus payment.  A
          Participant's election for deferral of any portion of his Annual Cash
          Bonus shall continue from one year to the next unless modified on or
          before the October 1 date prior to the year of distribution.
          
     (c)  Notwithstanding the foregoing, for the Plan's first Plan Year,
          regular pay and bonus pay deferral elections must be made on or before
          December 20, 1996.
          
     A Participant shall at all times be one hundred percent
     (100%) vested in amounts credited to his Participant
     Compensation Deferrals and the earnings on such amounts.
     
3.3  Reduction In Compensation Deferrals.
     
     (a)  Once made, a Compensation Deferral shall continue in force
         indefinitely, until the Participant affirmatively changes this election
          in a manner consistent with Plan procedures.
          
     (b)  The Participant may reduce his Compensation Deferral election if
          such election is made consistent with the Administrative Procedures.
          If a Participant reduces his Compensation Deferrals in a Plan Year, he
          may not begin deferral until the next Plan Year.
          
3.4  Contributions To The Trust.  An amount shall be contributed by the
     Company to the Trust equal to the amount(s) required to be credited to
     the Participant's Account under this Article.  The Company shall make a
     good faith effort to contribute these amounts to the Trust as soon as
     practicable following the date on which the contribution credit
     amount(s) are determined.
     


                              ARTICLE IV
                          ALLOCATION OF FUNDS
                          -------------------


4.1  Allocation Of Funds.  Subject to Section 4.6, each Participant
     shall have the right to direct the Company as to how amounts in his
     Account shall be deemed to be invested.  Subject to such limitations as
     may from time to time be required by law, imposed by the Company or
     Trustee or contained elsewhere in the Plan, and subject to such
     operating rules and procedures as may be imposed from time to time by
     the Company, prior to the date on which a direction will become
     effective, the Participant shall have the right to direct the Company
     as to how amounts in his Account shall be deemed to be invested.  The
     Company shall direct the Trustee to invest the account maintained in
     the Trust on behalf of the Participant pursuant to the deemed
     investment directions the Company properly has received from the
     Participant.
     
4.2  Allocation Of Deemed Earnings Or Losses On Accounts.  The value of
     the Participant's Account shall be equal to the value of the Account
     maintained under the Trust on behalf of the Participant.  As of each
     Valuation Date, the Participant's Account will be credited or debited
     with the increase or decrease in the realizable net asset value or
     credited interest, as applicable, of the designated deemed investments.
     Such allocation shall be equal to the net increase or decrease in
     realizable net asset value or credited interest, as applicable (as
     determined by the Trustee), of each deemed investment option within the
     Account since the preceding Valuation Date shall be allocated among all
     Participants' Accounts deemed to be invested in that investment option
     in accordance with the ratio which the portion of the Account of each
     Participant which is deemed to be invested within that investment
     option, determined as provided herein, bears to the aggregate of all
     amounts deemed to be invested within that investment option.  The
     Plan's deemed investment options may include, among other options, a
     fund deemed to be invested in one or more classes of the Company's
     publicly traded equity securities, as determined by the Company in its
     discretion.
     
4.3  Accounting For Distributions.  As of the date of any distribution
     hereunder, the distribution made hereunder to the Participant or his
     Beneficiary(ies) shall be charged to such Participant's Account.  Such
     amounts shall be charged on a pro-rata basis against the investments of
     the Trust in which the Participant's Account is deemed to be invested.
     
4.4  Separate Accounts.  A separate account under the Plan shall be
     established and maintained by the Company to reflect the Account for
     each Participant with sub-accounts to show separately the deemed
     earnings and losses credited or debited to such Account, and the
     applicable deemed investments of the Account.
     
4.5  Interim Valuations.  If it is determined by the Company that the
     value of a Participant's Account as of any date on which distributions
     are to be made differs materially from the value of the Participant's
     Account on the prior Valuation Date upon which the distribution is to
     be based, the Company, in its discretion, shall have the right to
     designate any date in the interim as a Valuation Date for the purpose
     of revaluing the Participant's Account so that the Account will, prior
     to the distribution, reflect its share of such material difference in
     value.
     
4.6  Deemed Investment Directions Of Participants.  Subject to such
     limitations as may from time to time be required by law, imposed by the
     Company or the Trustee or contained elsewhere in the Plan, and subject
     to such operating rules and procedures as may be imposed from time to
     time by the Company, prior to and effective for each Designation Date,
     each Participant may communicate to the Company a direction (in
     accordance with (a), below) as to how his Plan Accounts should be
     deemed to be invested among such categories of deemed investments as
     may be made available by the Company  hereunder (see Administrative
     Procedures in Addendum attached).
     
4.7  Expenses.  Expenses, including Trustee fees, associated with the
     administration or operation of the Plan shall be allocated to and
     charged against Participants' Accounts in a manner deemed appropriate
     by the Company unless the Company, in its discretion, pays such
     expenses.
     
4.8  Taxes.  Any taxes (or net operating loss reductions) allocable to
     an Account (or portion thereof) maintained under the Plan which arise
     prior to the complete distribution of the Account, as determined by the
     Company in its discretion, shall be charged against that Account in any
     manner determined by the Company in its discretion, or shall be
     absorbed by the Company in its discretion.  If taxes (or net operating
     loss reductions) are charged against a Participant's Account, at the
     discretion of the Company, such charge either (i) will reduce the
     contribution to the Trust under Section 3.4 next due to be made by the
     Company in respect of the Account maintained for the Participant or
     (ii) will be paid from the Trust to the Company out of assets of the
     Trust corresponding to the Participant's Account.
     


                              ARTICLE V
                       ENTITLEMENT TO BENEFITS
                       -----------------------



5.1  Fixed Payment Dates; Termination Of Employment.  On the
     Participant Enrollment and Election Form, a Participant may select a
     fixed payment date for the payment or commencement of payment of his
     vested Account (or elect to treat his vested Account as three (3) or
     more sub-accounts and select fixed payment dates for the payment or
     commencement of payment of each sub-account), which will be valued and
     payable according to the provisions of Article 6.  Such payment dates
     may be extended to later dates so long as elections to so extend the
     dates are made by the Participant prior to the calendar year in which
     the distribution is to be made or commence and at least nine (9) months
     prior to the date on which the distribution is to be made or commence.
     Such payment dates may not be accelerated.
     
     Alternatively, on his Participant Enrollment and Election Form, a
     Participant may select payment or commencement of payment of his
     vested Account (or a sub-account thereof) at his termination of
     employment with the Company, or at the earlier of a fixed payment
     date or dates or his termination of employment with the Company.
     In this case the extension and non-acceleration rules discussed
     above shall apply to such fixed payment date or dates and/or
     termination of employment date, as applicable.
     
     Any fixed payment date elected by a Participant as provided above
     must be a date no earlier than January 1 of the second calendar
     year after the calendar year in which the election is made.
     
     If a Participant does not make an election as provided above for
     any particular amounts hereunder, and the Participant terminates
     employment with the Company for any reason, the Participant's
     vested Account as of the date of such termination shall be valued
     and payable at or commencing at such termination according to the
     Plan and Administrative Procedures (see Attached Addendum).
     
5.2  Hardship Distributions.  In the event of financial hardship of the
     Participant, as hereinafter defined, the Participant may apply to the
     Company for the distribution of all or any part of his vested Account.
     The Company shall consider the circumstances of each such case, and the
     best interests of the Participant and his family, and shall have the
     right, in its sole discretion, if applicable, to allow such
     distribution, or, if applicable, to direct a distribution of part of
     the amount requested, or to refuse to allow any distribution.  Upon a
     finding of financial hardship, the Company shall make the appropriate
     distribution to the Participant from amounts held by the Company in
     respect of the Participant's vested Account.  In no event shall the
     aggregate amount of the distribution exceed either the full value of
     the Participant's vested Account or the amount determined by the
     Company to be necessary to alleviate the Participant's financial
     hardship (which financial hardship may be considered to include any
     taxes due because of the distribution occurring because of this
     Section), and which is not reasonably available from other resources of
     the Participant.  For purposes of this Section, the value of the
     Participant's vested Account shall be determined as of the date of the
     distribution.  "Financial hardship" means (a) a severe financial
     hardship to the Participant resulting from a sudden and unexpected
     illness or accident of the Participant or of a dependent (as defined in
     Code Section 152(a)) of the Participant, (b) loss of the Participant's
     property due to casualty, or (c) other similar extraordinary and
     unforeseeable circumstances arising as a result of events beyond the
     control of the Participant, each as determined to exist by the Company.
     A distribution may be made under this Section only with the consent of
     the Company.
     
5.3  Vesting.  Amounts credited to a Participant's Account as Company
     Contribution Credits shall vest according to a schedule determined by
     the Company, in its discretion, and which is expected to be
     communicated to the Participant on or about the date the credit is
     made.
     
     If a Participant terminates employment because of death, total and
     permanent disability (as determined by the Company in its
     discretion) or retirement from the Company on or after age sixty-
     five (65), the Participant shall become one hundred percent (100%)
     vested in his Company Contribution Credit Credits.  If a
     Participant terminates employment for any other reason, he shall
     become vested in his Company Contribution Credits, if at all,
     under the vesting schedule determined by the Company.
     


                               ARTICLE VI
                         DISTRIBUTION OF BENEFITS
                         ------------------------



6.1  Amount.  A Participant (or his Beneficiary(ies)) shall become
     entitled to receive, on or about the date or dates selected by the
     Participant on his Participant Enrollment and Election Form or, if
     none, on or about the date of the Participant's termination of
     employment with the Company (or earlier as provided in Article 5), a
     distribution in an aggregate amount equal to the Participant's vested
     Account.  Any payment due hereunder from the Trust which is not paid by
     the Trust for any reason will be paid by the Company from its general
     assets.
     
6.2  Method Of Payment.
     
     (a)  Cash Or In-Kind Payments.  Payments under the Plan shall be made
          in cash or in-kind, as elected by the Participant, as permitted by the
          Company in its sole and absolute discretion and subject to applicable
         restrictions on transfer as may be applicable legally or contractually.
          
     (b)  Timing and Manner of Payment.  In the case of distributions to a
          Participant or his Beneficiary by virtue of an entitlement pursuant to
          Section 5.1, an aggregate amount equal to the Participant's vested
          Account will be paid by the Trust or the Company, as provided in
          Section 6.1, in a lump sum or in five (5) or ten (10) substantially
          equal annual installments (adjusted for gains and losses), as selected
         by the Participant as provided in Article 5.  If a Participant fails to
          designate properly the manner of payment of the Participant's benefit
          under the Plan, such payment will be in a lump sum.
          
     If the whole or any part of a payment hereunder is to be in
     installments, the total to be so paid shall continue to be
     deemed to be invested pursuant to Sections 4.1 and 4.6 under
     such procedures as the Company may establish, in which case
     any deemed income, gain, loss or expense or tax allocable
     thereto (as determined by the Trustee, in its discretion)
     shall be reflected in the installment payments, in such
     equitable manner as the Trustee shall determine.
     
6.3  Death Benefits.  If a Participant dies before terminating his
     employment with the Company and before the commencement of payments to
     the Participant hereunder, the entire value of the Participant's
     Account shall be paid as soon as practical after the Participant's
     death, unless the Participant has specifically made an election to the
     contrary pursuant to 5.1, to the person or persons designated in
     accordance with Section 7.1.
     
     Upon the death of a Participant after payments hereunder have begun but
     before he has received all payments to which he is entitled under the
     Plan, the remaining benefit payments shall be paid to the person or
     persons designated in accordance with Section 7.1, in the manner in
     which such benefits were payable to the Participant.
     


                             ARTICLE VII
                    BENEFICIARIES; PARTICIPANT DATA
                    -------------------------------



7.1  Designation Of Beneficiaries.  Each Participant from time to time
     may designate any person or persons (who may be named contingently or
     successively) to receive such benefits as may be payable under the Plan
     upon or after the Participant's death, and such designation may be
     changed from time to time by the Participant by filing a new
     designation.  Each designation will revoke all prior designations by
     the same Participant, shall be in a form prescribed by the Company, and
     will be effective only when filed in writing with the Company during
     the Participant's lifetime.
     
     In the absence of a valid Beneficiary(ies) designation, or if, at
     the time any benefit payment is due to a Beneficiary(ies), there
     is no living Beneficiary(ies) validly named by the Participant,
     the Company shall pay any such benefit payment to the
     Participant's spouse, if then living, but otherwise to the
     Participant's then living descendants, if any, per sterpes, but,
     if none, to the Participant's estate.  In determining the
     existence or identity of anyone entitled to a benefit payment, the
     Company may rely conclusively upon information supplied by the
     Participant's personal representative, executor or administrator.
     If a question arises as to the existence or identity of anyone
     entitled to receive a benefit payment as aforesaid, or if a
     dispute arises with respect to any such payment, then,
     notwithstanding the foregoing, the Company, in its sole
     discretion, may distribute such payment to the Participant's
     estate without liability for any taxes or other consequences which
     might flow therefrom, or may take such other action as the Company
     deems to be appropriate.
     
7.2  Information To Be Furnished By Participants And Beneficiaries;
     Inability To Locate Participants Or Beneficiaries.  Any communication,
     statement or notice addressed to a Participant or to a Beneficiary(ies)
     at his last post office address as shown on the Company's records shall
     be binding on the Participant or Beneficiary(ies) for all purposes of
     the Plan.  The Company shall not be obliged to search for any
     Participant or Beneficiary(ies) beyond the sending of a registered
     letter to such last known address.  If the Company notifies any
     Participant or Beneficiary(ies) that he is entitled to an amount under
     the Plan and the Participant or Beneficiary(ies) fails to claim such
     amount or make his location known to the Company within three (3) years
     thereafter, then, except as otherwise required by law, if the location
     of one or more of the next of kin of the Participant is known to the
     Company, the Company may direct distribution of such amount to any one
     or more or all of such next of kin, and in such proportions as the
     Company determines.  If the location of none of the foregoing persons
     can be determined, the Company shall have the right to direct that the
     amount payable shall be deemed to be a forfeiture, except that the
     dollar amount of the forfeiture, unadjusted for deemed gains or losses
     in the interim, shall be paid by the Company if a claim for the benefit
     subsequently is made by the Participant or the Beneficiary(ies) to whom
     it was payable.  If a benefit payable to a Participant or
     Beneficiary(ies) that cannot be located is subject to escheat pursuant
     to applicable state law, the Company shall not be liable to any person
     for any payment made in accordance with such law.
     


                             ARTICLE VIII
                            ADMINISTRATION
                            --------------


8.1  Administrative Authority.  Except as otherwise specifically
     provided herein, the Company shall have the sole responsibility for and
     the sole control of the operation and administration of the Plan, and
     shall have the power and authority to take all action and to make all
     decisions and interpretations which may be necessary or appropriate in
     order to administer and operate the Plan, including, without limiting
     the generality of the foregoing, the power, duty and responsibility to:
     
     (a)  Resolve and determine all disputes or questions arising under the
          Plan, and to remedy any ambiguities, inconsistencies or omissions in
          the Plan.
          
     (b)  Adopt such rules of procedure and regulations as in its opinion
          may be necessary for the proper and efficient administration of the
          Plan and as are consistent with the Plan.
          
     (c)  Implement the Plan in accordance with its terms and the rules and
          regulations adopted as above.
          
     (d)  Make determinations with respect to the eligibility of any
          Eligible Employee as a Participant and make determinations concerning
          the crediting of Plan Accounts.
          
     (e)  Appoint any persons or firms, or otherwise act to secure
         specialized advice or assistance, as it deems necessary or desirable in
         connection with the administration and operation of the Plan, and the
         Company shall be entitled to rely conclusively upon, and shall be fully
         protected in any action or omission taken by it in good faith reliance
         upon the advice or opinion of such firms or persons.  The Company shall
         have the power and authority to delegate from time to time by written
         instrument all or any part of its duties, powers or responsibilities
         under the Plan, both ministerial and discretionary, as it deems
         appropriate, to any person or committee, and in the same manner to
         revoke any such delegation of duties, powers or responsibilities.  Any
         action of such person or committee in the exercise of such delegated
         duties, powers or responsibilities shall have the same force and effect
          for all purposes hereunder as if such action  had been taken by the
          Company.  Further, the Company may authorize one or more persons to
          execute any certificate or document on behalf of he Company, in which
         event any person notified by the Company of such authorization shall be
          entitled to accept and conclusively rely upon any such certificate or
          document executed by such person as representing action by the Company
          until such notified person shall have been notified of the revocation
          of such authority.
          
8.2  Uniformity Of Discretionary Acts.  Whenever in the administration
     or operation of the Plan discretionary actions by the Company are
     required or permitted, such actions shall be consistently and uniformly
     applied to all persons similarly situated, and no such action shall be
     taken which shall discriminate in favor of any particular person or
     group of persons.
     
8.3  Litigation.  Except as may be otherwise required by law, in any
     action or judicial proceeding affecting the Plan, no Participant or
     Beneficiary(ies) shall be entitled to any notice or service of process,
     and any final judgment entered in such action shall be binding on all
     persons interested in, or claiming under, the Plan.
     
8.4  Claims Procedure.  Any person claiming a benefit under the Plan (a
     "Claimant") shall present the claim, in writing, to the Company, and
     the Company shall respond in writing.  If the claim is denied, the
     written notice of denial shall state, in a manner calculated to be
     understood by the Claimant:

     (a)  The specific reason or reasons for the denial, with specific
          references to the Plan provisions on which the denial is based;
          
     (b)  A description of any additional material or information necessary
          for the Claimant to perfect his claim and an explanation of why such
          material or information is necessary; and
          
     (c)  An explanation of the Plan's claims review procedure.
          
     The written notice denying or granting the Claimant's claim
     shall be provided to the Claimant within ninety (90) days
     after the Company's receipt of the claim, unless special
     circumstances require an extension of time for processing the
     claim.  If such an extension is required, written notice of
     the extension shall be furnished by the Company to the
     Claimant within the initial ninety (90) day period and in no
     event shall such an extension exceed a period of ninety (90)
     days from the end of the initial ninety (90) day period.  Any
     extension notice shall indicate the special circumstances
     requiring the extension and the date on which the Company
     expects to render a decision on the claim.  Any claim not
     granted or denied within the period noted above shall be
     deemed to have been denied.
     
     Any Claimant whose claim is denied, or deemed to have been denied
     under the preceding sentence (or such Claimant's authorized
     representative), may, within sixty (60) days after the Claimant's
     receipt of notice of the denial, or after the date of the deemed
     denial, request a review of the denial by notice given in writing
     to the Company.  Upon such a request for review, the claim shall
     be reviewed by the Company (or its designated representative)
     which may, but shall not be required to, grant the Claimant a
     hearing.  In connection with the review, the Claimant may have
     representation, may examine pertinent documents, and may submit
     issues and comments in writing.
     
     The decision on review normally shall be made within sixty (60)
     days of the Company's receipt of the request for review.  If an
     extension of time is required due to special circumstances, the
     Claimant shall be notified, in writing, by the Company, and the
     time limit for the decision on review shall be extended to one
     hundred twenty (120) days.  The decision on review shall be in
     writing and shall state, in a manner calculated to be understood
     by the Claimant, the specific reasons for the decision and shall
     include references to the relevant Plan provisions on which the
     decision is based.  The written decision on review shall be given
     to the Claimant within the sixty (60) day (or, if applicable, the
     one hundred twenty (120) day) time limit discussed above.  If the
     decision on review is not communicated to the Claimant within the
     sixty (60) day (or, if applicable, the one hundred twenty (120)
     day) period discussed above, the claim shall be deemed to have
     been denied upon review.  All decisions on review shall be final
     and binding with respect to all concerned parties.
     


                                ARTICLE IX
                          AMENDMENT AND TERMINATION
                          -------------------------


9.1  Right To Amend.  The Company, by action of its Board of Directors,
     shall have the right to amend the Plan, at any time and with respect to
     any provisions hereof, and all parties hereto or claiming any interest
     hereunder shall be bound by such amendment; provided, however, that no
     such amendment shall deprive a Participant or a Beneficiary(ies) of a
     right accrued hereunder prior to the date of the amendment.
     
9.2  Amendments To Ensure Proper Characterization Of Plan.
     Notwithstanding the provisions of Section 9.1, the Plan may be amended
     by the Company, by action of its Board of Directors, at any time,
     retroactively if required, if found necessary, in the opinion of the
     Company, in order to ensure that the Plan is characterized as a "top-
     hat" plan of deferred compensation maintained for a select group of
     management or highly-compensated employees as described under ERISA
     Sections 201(2), 301(a)(3), and 401(a)(1), and to conform the Plan to
     the provisions and requirements of any applicable law (including ERISA
     and the Code).  No such amendment shall be considered prejudicial to
     any interest of a Participant or a Beneficiary(ies) hereunder.
     
9.3  Company's Right To Terminate Or Suspend Plan.  The Company
     reserves the right to terminate the Plan and/or its obligation to make
     further credits to Plan Accounts, by action of its Board of Directors.
     The Company also reserves the right to suspend the operation of the
     Plan for a fixed or indeterminate period of time, by action of its
     Board of Directors.
     
9.4  Automatic Termination Of Plan.  The Plan automatically shall
     terminate upon the dissolution of the Company, or upon its merger into
     or consolidation with any other corporation or business organization if
     there is a failure by the surviving corporation or business
     organization to adopt specifically and agree to continue the Plan.

9.5  Suspension Of Deferrals.  In the event of a suspension of the
     Plan, the Company shall continue all aspects of the Plan, other than
     Compensation Deferrals and Company Contribution Credits, during the
     period of the suspension, in which event payments hereunder will
     continue to be made during the period of the suspension in accordance
     with the Plan and Administrative Procedures attached.
     
9.6  Allocation And Distribution.  This Section shall become operative
     on a complete termination of the Plan.  The provisions of this Section
     also shall become operative in the event of a partial termination of
     the Plan, as determined by the Company, but only with respect to that
     portion of the Plan attributable to the Participants to whom the
     partial termination is applicable.  Upon the effective date of any such
     event, notwithstanding any other provisions of the Plan, no persons who
     were not therefore Participants shall be eligible to become
     Participants, the value of the interest of all Participants and
     Beneficiaries shall be determined and, after deduction of estimated
     expenses in liquidating and, if applicable, paying Plan benefits, paid
     to them as soon as is practicable after such termination.
     
9.7  Successor To The Company.  Any corporation or other business
     organization which is a successor to the Company by reason of a
     consolidation, merger or purchase of substantially all of the assets of
     the Company shall have the right to become a party to the Plan by
     adopting the same by resolution of the entity's board of directors or
     other appropriate governing body. If, within ninety (90) days from the
     effective date of such consolidation, merger or sale of assets, such
     new entity does not become a party hereto, as above provided, the Plan
     automatically shall be terminated, and the provisions of Section 9.4
     shall become operative.
     


                              ARTICLE X
                            MISCELLANEOUS
                            -------------



10.1 Limitations On Liability Of Company.  Neither the establishment of
     the Plan nor any modification thereof, nor the creation of any account
     under the Plan, nor the payment of any benefits under the Plan shall be
     construed as giving to any Participant or other person any legal or
     equitable right against the Company, or any officer or Company thereof
     except as provided by law or by any Plan provision.  The Company does
     not in any way guarantee any Participant's Account from loss or
     depreciation, whether caused by poor investment performance of a deemed
     investment or the inability to realize upon an investment due to an
     insolvency affecting an investment vehicle or any other reason.  In no
     event shall the Company, or any successor, employee, officer, director
     or stockholder of the company, be liable to any person on account of
     any claim arising by reason of the provisions of the Plan or of any
     instrument or instruments implementing its provisions, or for the
     failure of any Participant, Beneficiary(ies) or other person to be
     entitled to any particular tax consequences with respect to the Plan,
     or any credit or distribution hereunder.
     
10.2 Construction.  If any provision of the Plan is held to be illegal
     or void, such illegality or invalidity shall not affect the remaining
     provisions of the Plan, but shall be fully severable, and the Plan
     shall be construed and enforced as if said illegal or invalid provision
     had never been inserted herein.  For all purposes of the Plan, where
     the context admits, the singular shall include the plural, and the
     plural shall include the singular.  Headings of Articles and Sections
     herein are inserted only for convenience of reference and are not to be
     considered in the construction of the Plan.  The laws of the
     Commonwealth of Massachusetts shall govern, control and determine all
     questions of law arising with respect to the Plan and the
     interpretation and validity of its respective provisions, except where
     those laws are pre-empted by the laws of the United States.
     Participation under the Plan will not give any Participant the right to
     be retained in the service of the Company nor any right or claim to any
     benefit under the Plan unless such right or claim has specifically
     accrued hereunder.

     The Plan is intended to be and at all times shall be interpreted
     and administered so as to qualify as an unfunded deferred compensation
     plan, and no provision of the Plan shall be interpreted so as to give
     any individual any right in any assets of the Company which right is
     greater than the right of a general unsecured creditor of the Company.
     
10.3 Spendthrift Provision.  No amount payable to a Participant or a
     Beneficiary(ies) under the Plan will, except as otherwise specifically
     provided by law, be subject in any manner to anticipation, alienation,
     attachment, garnishment, sale, transfer, assignment (either at law or
     in equity), levy, execution, pledge, encumbrance, charge or any other
     legal or equitable process, and any attempt to do so will be void; nor
     will any benefit be in any manner liable for or subject to the debts,
     contracts, liabilities, engagements or torts of the person entitled
     thereto.  Further, (i) the withholding of taxes from Plan benefit
     payments, (ii) the recovery under the Plan of overpayments of benefits
     previously made to a Participant or Beneficiary(ies), (iii) if
     applicable, the transfer of benefit rights from the Plan to another
     plan or (iv) the direct deposit of benefit payments to an account in a
     banking institution (if not actually part of an arrangement
     constituting an assignment or alienation) shall not be construed as an
     assignment or alienation.
     
     In the event that any Participant's or Beneficiary(ies)' benefits
     hereunder are garnished or attached by order of any court, the Company
     or Trustee may bring an action or a declaratory judgment in a court of
     competent jurisdiction to determine the proper recipient of the
     benefits to be paid under the Plan.  During the pendency of said
     action, any benefits that become payable shall be held as credits to
     the Participant's or Beneficiary(ies)'s Account or, if the Company or
     Trustee prefers, paid into the court as they become payable, to be
     distributed by the court to the recipient as the court deems proper at
     the close of said action.
     
IN WITNESS WHEREOF, the Company has caused the Plan to be executed and
its seal to be affixed hereto, effective as of the 1st day of January,
1997.



ATTEST/WITNESS:                   POLAROID CORPORATION



/s/ Louise L. Cavanaugh           By: /s/ Gary T. DiCamillo
------------------------             -----------------------



Date:    5/12/97
     ------------------