Exhibit 10.9


                     EMPLOYMENT AGREEMENT
                     --------------------

     AGREEMENT, by and between Polaroid Corporation, a
Delaware corporation, together with its successors and
assigns permitted under this Agreement (the "Company"), and
Gary T. DiCamillo (the "Executive") originally entered into
October 20, 1995, and amended as of December 21, 1995, is
hereby amended and restated this 12th day of May, 1997.

                  W I T N E S S E T H :
                  -------------------

     WHEREAS, the Company desires to employ the Executive
and to enter into an agreement embodying the terms of such
employment (this "Agreement") and the Executive desires to
enter into this Agreement and to accept such employment,
subject to the terms and provisions of this Agreement;

     WHEREAS, the Executive is a skilled and dedicated
employee who has important management responsibilities and
talents which benefit the Company.  The Company believes
that its best interests will be served if the Executive is
encouraged to remain with the Company.  The Company has
determined that the Executive's ability to perform the
Executive's responsibilities and utilize the Executive's
talents for the benefit of the Company, and the Company's
ability to retain the Executive as an employee, will be
significantly enhanced if the Executive is provided with
fair and reasonable protection from the risks of a change
in ownership or control of the Company.

     NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein and for other good and
valuable consideration, the receipt of which is mutually
acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:

1.   Definitions.
     
     (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
          the Stock then outstanding, but does not include any
          Subsidiary of the Company, any employee benefit plan of the
          Company or any of its Subsidiaries or any Person holding
          Stock 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.
          
     (c)  "Annual Bonus" shall mean a bonus amount payable under
          the Company's executive annual bonus plan (currently the
          Polaroid Incentive Plan for Executives).  Unless otherwise
          specifically provided, this annual bonus shall be
          calculated assuming the Company target has been achieved
          and that there are no factors that reduce the ultimate
          distribution.
          
     
     
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     (d)  "Base Salary" shall mean the annual rate of base
          salary (disregarding any reduction in such rate that
          constitutes Constructive Termination) as  provided for in
          Section 4 below as increased by the Board from time to
          time.
          
     (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; or
                       
               (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 (i) 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 (ii) is not also then reportable on
                    Schedule 13D under the Exchange Act (or any comparable or
                    successor report).
                       


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               (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 in Section l(e)(ii)(B) of this
                    Agreement) or disposing of any securities of the Company.
                       
                  
                  
     (f)  "Board" shall mean the Board of Directors of the
          Company.
          
     (g)  "Cause" means either of the following:
          
          (i)  Executive's willful malfeasance having a material
                  adverse effect on the Company; or
                  
          (ii) Executive's conviction of a felony;
                  
          provided, that any action or refusal by
          Executive shall not constitute "Cause"
          if, in good faith, Executive believed
          such action or refusal to be in, or not
          opposed to, the best interests of the
          Company, or if Executive shall be
          entitled, under applicable law or under
          an applicable Certificate of
          Incorporation or By-Laws of the Company,
          as they may be amended or restated from
          time to time, to be indemnified with
          respect to such action or refusal.
          
     
     
     (h)  "Change in Control" shall mean:
          
             (i)  the date on which a change in control of the Company
                  occurs of a nature that would be required to be reported
                  (assuming that the Company's Stock was registered under the
                  Exchange Act) in response to an item (currently item 6(e))
                  of Schedule 14A of Regulation 14A promulgated under the
                  Exchange Act or an item (currently Item l(a)) of Form 8-K
                  under the Exchange Act;
                  
             (ii) the date on which there is an Acquiring Person and a
                  change in the composition of the Board of the Company
                  within two years after the Share Acquisition Date such that
                  the individuals who constitute the Board prior to the Share
                  Acquisition Date shall cease for any reason to constitute
                  at least a majority of the Board;
                  


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          (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)  the Company shall consolidate with, or merge with and
                    into, any other Person;
                      
               (B)  any Person shall merge with and into the Company; or
                       
               (C)  the Company 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 the Company and its Subsidiaries (taken as a
                    whole) to any other Person or Persons;
                       
          (iv)    the date when a Person (other than the Company, any
                  Subsidiary of the Company, any employee benefit plan of the
                  Company or any of its Subsidiaries or any Person holding
                  Stock for or pursuant to the terms of any such employee
                  benefit plan) alone or together with all Affiliates and
                  Associates of such Person, becomes the Beneficial Owner of
                  thirty percent (30%) or more of the Stock then outstanding;
                  
          (v)     the date on which the stockholders of the Company
                  approve a merger or consolidation of the Company with any
                  other corporation other than:
                  
               (A)  a merger or consolidation which would result in voting
                    securities of the Company 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
                    the Company or such surviving or parent entity outstanding
                    immediately after such merger or consolidation, or
                       

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               (B)  a merger or consolidation effected to implement a
                    recapitalization of the Company (or similar transaction) in
                    which no Person acquires fifty percent (50%) or more of the
                    combined voting power of the Company's then outstanding
                    securities; or
                       
          (vi)    the stockholders of the Company approve a plan of
                  complete liquidation of the Company or an agreement for the
                  sale or disposition by the Company of all or substantially
                  all of the Company's assets (or any transaction having a
                  similar effect).
                  
     (i)  "Code" means the Internal Revenue Code of 1986, as
          amended.
          
     (j)  "Confidential Information" means nonpublic information
          relating to the business plans, marketing plans, customers
          or employees of the Company other than information the
          disclosure of which cannot reasonably be expected to
          adversely affect the business of the Company.
          
     (k)  "Constructive Termination" shall occur when the
          Executive voluntarily terminates his employment with the
          Company or retires after the occurrence of one or more of
          the following events:
          
          (i)     unless effected with the Executive's consent, a
                  reduction in the Executive's Base Pay or the
                  discontinuation of or any reduction in an Executive's
                  participation or membership in any bonus, incentive or
                  other benefit plan in which the Executive was a participant
                  or member, without an economically equivalent replacement;
                  
          (ii)    the reassignment of the Executive without his consent
                  to a location more than thirty (30) miles from his regular
                  workplace;
                  
          (iii)   the reduction in the Executive's job title or
                  level;
                  
          (iv)    the provision of significantly less favorable working
                  conditions; or

          (v)     a significant diminution of duties or responsibilities
                  or the reassignment of the Executive to duties which
                  represent a position of lesser responsibility.
                  


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     (l)  "Disability" shall mean the Executive's disability
          within the meaning of the Polaroid Long Term Disability
          Plan.
          
     (m)  "Exchange Act" shall mean the Securities Exchange Act
          of 1934, as in effect on the date in question.

     (n)  "Person" shall mean an individual, corporation,
          partnership, joint venture, association, trust,
          unincorporated organization or other entity.

     (o)  "Share Acquisition Date" shall mean the first date any
          Person shall become an Acquiring Person.
          
     (p)  "Stock" shall mean the outstanding shares of Common
          Stock of the Company and any other shares of capital stock
          of the Company into which the Common Stock shall be
          reclassified or changed.
          
     (q)  "Subsidiary" of the Company shall mean any corporation
         of which the Company owns, directly or indirectly, more
         than fifty percent (50%) of the Voting Stock.

     (r)  "Term of Employment" shall mean the period specified
          in Section 2 below.
          
     (s)  "Trading Day" is any day on which the Stock is traded
          on the New York Stock Exchange.

     (t)  "Termination Date" shall mean the date of the
          Executive's termination of employment from the Company.
          
     (u)  "Voting Stock" shall mean capital stock of any class
          or classes having general voting power under ordinary
          circumstances, in the absence of contingencies, to elect
          the directors of a corporation.
          
2.   Term of Employment.  The Company hereby employs the
     Executive, and the Executive hereby accepts such
     employment, for the period commencing October 20, 1995 and
     ending October 31, 2000, subject to earlier termination as
     provided below.
     
3.   Position, Duties and Responsibilities.
     
     (a)  During the Term of Employment, the Executive shall be
          employed commencing December 1, 1995 as the Chief Executive
          Officer of the Company and be responsible for the general
          management of the affairs of the Company.  It is the
          intention of the Parties that the Executive shall be
          elected to and serve as a member of the Board and
          thereafter shall be Chairman of the Board.  The Executive,
          in carrying out his duties under this Agreement, shall
          report to the Board.
          


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     (b)  Anything herein to the contrary notwithstanding,
          nothing shall preclude the Executive from:
           
             (i)  serving, subject to approval of the Board, on the
                  boards of directors of a reasonable number of other
                  corporations or the boards of a reasonable number of trade
                  associations and/or charitable organizations,
                  
            (ii)  engaging in charitable activities and community
                  affairs, and
                  
           (iii)  managing his personal investments and affairs,
                  provided that such activities do not interfere with the
                  proper performance of his duties and responsibilities as
                  the Company's Chairman and Chief Executive Officer.
                  
4.   Base Salary.  The Executive shall be paid an
     annualized Base Salary, payable in accordance with the
     regular payroll practices of the Company, of no less than
     five hundred fifty thousand dollars ($550,000).  The Base
     Salary shall be reviewed periodically by the Board.
     
5.   Annual Bonus.  Commencing January 1, 1996, the
     Executive shall participate in the Company's annual bonus
     plan using the targets and performance factors set forth in
     the Plan, with an annual target award opportunity of at
     least eighty percent (80%) of Base Salary.  A minimum of
     four hundred thousand dollars ($400,000) shall be
     guaranteed in 1996.
     
6.   Stock Option Awards.  Upon commencement of employment,
     the Executive shall be awarded a ten (10) year option, to
     purchase two hundred fifty thousand (250,000) shares of
     Stock (the "Option").  The Executive shall be eligible to
     participate in the ongoing stock option award program
     commencing in 1997.
     
7.   Restricted Stock.  Upon commencement by the Executive
     of his full time duties, he shall be awarded:
     
     (a)  twenty five thousand (25,000) shares of restricted
          stock which shall vest at the rate of five thousand (5,000)
          shares at the end of each of the first five (5) years of
          employment and
          
     (b)  fifteen thousand (15,000) shares of restricted stock
          which shall fully vest if the Executive achieves anytime
          within five (5) years from the date of this Agreement the
          performance criteria to be established by mutual agreement
          of the parties.
          

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8.   Special Payment.  Upon commencement of employment, the
     Executive shall be paid in cash the amount of five hundred
     thousand dollars ($500,000).
     
9.   Employee Benefit Programs.  During the Term of
     Employment, the Executive shall be entitled to participate
     in all employee pension and welfare benefit plans and
     programs made available to the Company's senior level
     executives, as such plans or programs may be in effect from
     time to time, including, without limitation, pension,
     savings and other retirement plans or programs, medical,
     dental, hospitalization, short-term and long-term
     disability and life insurance.  Notwithstanding anything in
     this Agreement to the contrary, the terms of this Agreement
     shall replace the Executive's participation in The Polaroid
     Extended Severance Plan.
     
10.  Supplemental Pension.  After any additional credit
     which may become applicable under the Change in Control
     provision set forth in Section 15, the Company shall
     provide the Executive an additional monthly retirement
     benefit pursuant to the terms of this Agreement which shall
     be equal to the excess of (i) the monthly pension benefit
     that would be payable to the Executive under the terms of
     the Polaroid Pension Plan enhanced by the benefits under
     the Polaroid Retirement Parity Plan and the Polaroid
     Executive Equalization Retirement Plan ("Retirement
     Benefit") as in effect on the date hereof, assuming that
     the Executive is credited with one (1) additional year of
     service for each of his first ten (10) years of actual
     service with the Company over (ii) the monthly Retirement
     Benefit which is actually payable to the Executive without
     regard to this Section 10.  In determining the amount of
     any offset as provided in the preceding sentence, 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 under this
     Section 10.  The Retirement Benefit payable to or in
     respect of the Executive pursuant to this Section 10 shall
     be vested upon completion of two and one-half (2 1/2) years
     of service, and shall commence to be paid at the same time
     as the Executive's Retirement Benefit.  The Retirement
     Benefit payable to or in respect of the Executive pursuant
     to this Section 10 shall be paid in the form of a straight
     life annuity for his lifetime or in such other alternative
     form of benefit permitted under the terms of the Plans as
     currently in effect as the Executive may elect in
     accordance with the election provisions applicable.  This
     benefit shall be provided pursuant to the Supplemental
     Retirement Benefit Plan.
     


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11.  Reimbursement of Business and Other Expenses.  The
     Executive is authorized to incur reasonable expenses in
     carrying out his duties and responsibilities under this
     Agreement and the Company shall promptly reimburse him for
     all business expenses incurred in connection with carrying
     out the business of the Company, subject to documentation
     in accordance with the Company's policy.
     
12.  Termination Due to Disability or Death.  In the event
     the Executive's employment is terminated due to his
     Disability or death, he, or his estate or his
     beneficiaries, as the case may be, shall be entitled to:
     
     (a)  Base Salary through the date of termination;
          
     (b)  pro-rata portion of the Annual Bonus for the year in
          which the Executive's Disability or death occurs. Annual
          Bonus to be paid as soon as practicable or consistent with
          the Executive's election under the Elective Deferred
          Compensation Plan;
          
     (c)  other benefits or entitlements in accordance with
          applicable plans and programs of the Company.
          
13.  Termination by the Company for Cause.  In the event
     the Company terminates the Executive's employment for
     Cause, he shall be entitled to:
     
     (a)  Base Salary through the date of the termination of his
          employment for Cause;
          
     (b)  other benefits or entitlements, if any, in accordance
          with applicable plans or programs of the Company; however,
          notwithstanding the foregoing, the Executive shall not be
          entitled to any bonus (annual or long term) for the year in
          which his termination occurs.
          
14.  A Constructive Termination or a Termination Without
     Cause.  If prior to Change in Control, the Executive's
     employment is terminated without Cause, other than due to
     Disability or death, or in the event there is a
     Constructive Termination, the Executive shall be entitled
     to:
     
     (a)  Base Salary through the date of termination of the
          Executive's employment;
          
     (b)  Base Salary, at the annualized rate in effect on the
          date of termination of the Executive's employment for a
          period of twenty four (24) months following such
          termination (the "Severance Period");
          

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     (c)  Annual Bonus payments for the period from the
          beginning of the year in which the termination occurs
          through the end of the Severance Period based on the actual
          performance of the Company(i.e., Company target) without
          regard to any other factors that could reduce the ultimate
          distribution; any such payment for a period of less than a
          full year shall be pro-rated by the number of days for
          which payment is made;
          
     (d)  Medical, dental and life insurance benefits for twenty
          four (24) months following the Executive's Termination Date
          at the same rate as active employees similarly situated.
          
     (e)  Other benefits or entitlements in accordance with
          applicable plans and programs of the Company.
          
     (f)  Should the Executive 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 Executive's beneficiary(ies).
          Any residual family medical and dental benefits which the
          Executive was receiving on the Executive's date of death
          shall continue to the family members the Executive had
          covered in such medical and dental plans on such date.
          
15.  Termination of Employment Following a Change in
     Control.  Notwithstanding anything in this Agreement to the
     contrary, if the Executive's employment terminates
     (voluntarily or involuntarily) within eighteen (18) months
     following a Change in Control for any reason other than
     Cause he shall be entitled to the following benefits:
     
     (a)  Severance Benefits.  Within ten (10) business days
          after the Termination Date, the Company shall pay the
          Executive a lump sum amount, in cash, equal to:
          
          (i)     Three (3) times the sum of:
                  
                  (A)  the Executive's Base Salary; and
                       
                  (B)  the Executive's Annual Bonus; and

          (ii)    The Executive's Annual Bonus multiplied by a fraction,
                  the numerator of which shall equal the number of days the
                  Executive was employed by the Company in the calendar year
                  in which the Termination Date occurs and the denominator of
                  which shall equal three hundred sixty five (365).
                  


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     <PAGE>

          
          
     (b)  Continued Welfare Benefits.  Until the third
          anniversary of the Termination Date, the Executive shall be
          entitled to participate in the Company's medical, dental,
          and life insurance, at the highest level provided to the
          Executive 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 the Executive was
          paying immediately prior to Change in Control; provided,
          however, that if the Executive becomes employed by a new
          employer, the Executive's coverage under the applicable
          Company plans shall continue, but the Executive's 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 ten
          (10) business days after the Termination Date, the Company
          shall pay the Executive:
          
          (i)     earned but unpaid compensation, including, without
                  limitation, any unpaid portion of the bonus accrued with
                  respect to the full calendar year ended prior to the
                  Termination Date; and
                  
          (ii)    all compensation previously deferred by the Executive
                  on a non-qualified basis but not yet paid.
                  
     (d)  Retiree-Medical Benefits.  If within three (3) years
          after Change in Control, the Executive would be at least
          fifty-five (55) with the Executive's age and service equal
          to sixty-five (65) and the Executive would have at least
          five (5) years of service with the Company, the Executive
          shall be eligible for retiree medical benefits (as such are
          determined immediately prior to Change in Control).  The
          Executive shall 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.
          
     (e)  Supplemental Retirement and Profit Sharing Benefits.
          
          (i)     On the Termination Date, the Executive shall become
                  vested in the benefits provided under the Company's non-
                  qualified defined benefit pension plans or any successor
                  plans (the "Supplemental Plans").
                  
          (ii)    Within ten (10) business days after the Termination
                  Date, the Company shall pay the Executive a lump sum cash
                  amount equal to the present value of the Executive's
                  accrued benefit under the Supplemental Plans.  For purposes
                  of computing the lump sum present value of the Executive's
                  accrued benefit under the Supplemental Plans in addition to
                  the supplemental benefit provided pursuant to Section 10
                  above.
                  


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                 (A)  Before applying Section 10 of this Agreement, the
                      Company shall credit the Executive with three (3) years of
                      plan participation and service and three (3) years of age
                      for all purposes (including additional accruals and
                      eligibility for early retirement) over the Executive's
                      actual years and fractional years of plan participation 
                      and service and age credited to the Executive on the
                      Termination Date; and
                       
                  (B)  The Company 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)(2), 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.
                       
               This benefit shall be provided pursuant to the Supplemental
               Retirement Benefit Plan.
                  
     (f)  Outplacement Counseling.  Outplacement services will
          be provided consistent with the Company's outplacement
          practices in effect prior to the Change in Control.
          
     (g)  Indemnification; Director's and Officer's Liability
          Insurance.  The Executive shall, after the Termination
          Date, retain all rights to indemnification under applicable
          law or under the Company's Certificate of Incorporation or
          By-Laws, as they may be amended or restated from time to
          time.  In addition, the Company shall maintain Director's
          and Officer's liability insurance on behalf of the
          Executive, at the better of the level in effect immediately
          prior to the Change in Control or the Executive's
          Termination Date, for the three (3) year period following
          the Termination Date, and throughout the period of any
          applicable statute of limitations.
          


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     (h)  Costs of Proceedings.  The Company shall pay all of
          the Executive's costs and expenses, including attorneys'
          fees and disbursements, at least monthly, in connection
          with any legal proceeding (including arbitration), whether
          or not instituted by the Company or the Executive, relating
          to the interpretation or enforcement of any provision of
          this Agreement, except that if the Executive instituted the
          proceeding and the judge, arbitrator or other individual
          presiding over the proceeding affirmatively finds that the
          Executive instituted the proceeding in bad faith, the
          Executive shall pay his own costs and expenses, including
          attorneys' fees and disbursements.  The Company shall pay
          pre-judgment interest on any money judgment obtained by the
          Executive 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 the Executive under
          this Section.
          
16.  Effect on Existing Plans.  All Change in Control
     provisions applicable to the Executive 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 the Executive without the
     Executive's prior written approval. This means that all
     awards of options, performance shares or such other awards
     as may be granted shall upon Change in Control be fully
     vested consistent with there terms.  Notwithstanding the
     foregoing, no benefits shall be paid to the Executive,
     however, under the Polaroid Extended Severance Plan or any
     other severance plan maintained generally for the employees
     of the Company if the Executive is eligible to receive
     severance benefits under this Agreement.
     
17.  Mitigation.  Executive shall not be required to
     mitigate damages or the amount of any payment provided for
     under this Agreement by seeking other employment or
     otherwise, and compensation earned from such employment or
     otherwise shall not reduce the amounts otherwise payable
     under this Agreement.  No amounts payable under this
     Agreement shall be subject to reduction or offset in
     respect of any claims which Polaroid (or any other Person
     or entity) may have against Executive unless specifically
     referenced herein.
     



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18.  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
          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.
          
     (b)  Subject to the provisions of Section 18(c), all
          determinations required to be made under this Section 18,
          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 18, 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
          18(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.
          
     
     

                               Page 14 of 21
<PAGE>

     
     
     (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 of the Company'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:
          
          (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
                  
          
          

                               Page 15 of 21
<PAGE>

          
          
          (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
                  18(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.
                  
          
          

                               Page 16 of 21
<PAGE>

          
          
     (d)  If, after the Executive receives an amount advanced by
          the Company pursuant to Section 18(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 18(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 18(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.
          
19.  Termination for Cause.  Nothing in this Agreement
     shall be construed to prevent the Company from terminating
     the Executive's employment for Cause.  If the Executive is
     terminated for Cause, only Section 13 shall apply.
     
20.  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.
     
21.  Noncompetition and Confidentiality.
     
     (a)  Noncompetition.  During the period in which the
          Executive is employed by the Company or any of its
          Subsidiaries and during any Severance Period, as provided
          pursuant to Section 14 "Constructive Termination or
          Termination without Cause", above, but in no event for a
          period of less than twelve (12) months following a
          termination of his employment, the Executive shall not
          engage in any activity or become associated with any entity
          or venture, whether as a principal, partner, employee,
          consultant, shareholder (other than as a holder of not in
          excess of one percent (1%) of the outstanding voting shares
          of any publicly traded company) or otherwise, that is in
          competition in any geographic area with any business of the
          Company in which it is actively engaged on the Executive's
          Termination Date and from which the Company the derives at
          least twenty percent (20%) of its consolidated revenues.
          


                               Page 17 of 21
<PAGE>

     
     
     (b)  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 at
          the time he was 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 Section
          19(b)).
          
     (c)  Company Property.  Promptly following the Executive's
          termination of employment, the Executive shall return to
          the Company all property of the Company, and all copies
          thereof in Executive's possession or under his control.
          
     (d)  Nonsolicitation of Employees.  During the period in
          which the Executive is employed by the Company and any of
          its Subsidiaries, during the Severance Period as provided
          pursuant to Section 14 "Constructive Termination or
          Termination without Cause", the Executive shall not
          directly or indirectly induce any employee of the Company
          or any of its Subsidiaries to terminate employment with
          such entity, and shall not directly or indirectly, either
          individually or as owner, agent, employee, consultant or
          otherwise, employ or offer employment to any Person who is
          employed by the Company or a Subsidiary thereof.
          
     (e)  Injunctive Relief with Respect to Covenants.
          Executive acknowledges and agrees that the covenants and
          obligations of the Executive with respect to
          noncompetition, nonsolicitation, confidentiality and
          Company property relate to special, unique and
          extraordinary matters, including his own skills, and that a
          violation of any of the terms of such covenants and
          obligations will cause the Company irreparable injury for
          which adequate remedies are not available at law.
          Therefore, the Executive agrees that the Company shall be
          entitled to an injunction, restraining order or such other
          equitable relief (without the requirement to post bond)
          restraining Executive from committing any violation of the
          covenants and obligations contained in this Section 19.
          These injunctive remedies are cumulative and are in
          addition to any other rights and remedies the Company may
          have at law or in equity.
          
     
     

                               Page 18 of 21
<PAGE>

     
     
     (f)  The obligations of the Executive set out  in
          Subsections (a) ("Noncompetition") and (d)
          ("Nonsolicitation") above shall not extend beyond his
          Termination Date where such date follows a Change in
          Control.
          
22.  Effect of Agreement on Other Benefits.  Except as
     specifically provided in this Agreement, the existence of
     this Agreement shall not prohibit or restrict the
     Executive's entitlement to full participation in the
     employee benefit and other plans or programs in which
     senior executives of the Company are eligible to
     participate.
     
23.  Assignment.  Except as otherwise provided herein, this
     Agreement shall be binding upon, inure to the benefit of
     and be enforceable by the Company and the Executive and
     their respective heirs, legal representatives, successors
     and assigns.  If the Company 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.  The Company 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 the Company, by agreement in form
     and substance satisfactory to the Executive, to expressly
     assume and agree to perform this Agreement in the same
     manner and to the same extent that the Company would be
     required to perform it if no such succession had taken
     place.  The provisions of this Agreement 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.
     
24.  Representation.  The Company represents and warrants
     that it is fully authorized and empowered to enter into
     this Agreement and each of the parties represents and
     warrants that the performance of the obligations of such
     party under this Agreement will not violate any agreement
     between that party and any other Person, firm or
     organization.
     
25.  Entire Agreement.  This Agreement, with the plans and
     grant agreements referenced herein, contains the entire
     understanding and agreement between the Parties concerning
     the subject matter hereof and supersedes all prior
     agreements, understandings, discussions, negotiations and
     undertakings, whether written or oral, between the Parties
     with respect thereto.



                               Page 19 of 21
<PAGE>



26.  Amendment or Waiver.  No provision in this Agreement
     may be amended unless such amendment is agreed to in
     writing and signed by the Executive and an authorized
     officer of the Company.  No waiver by either Party of any
     breach by the other Party of any condition or provision
     contained in this Agreement to be performed by such other
     Party shall be deemed a waiver of a similar or dissimilar
     condition or provision at the same or any prior or
     subsequent time.  Any waiver must be in writing and signed
     by the Executive or an authorized officer of the Company,
     as the case may be.
     
27.  Severability.  In the event that any provision or
     portion of this Agreement shall be determined to be invalid
     or unenforceable for any reason, in whole or in part, the
     remaining provisions of this Agreement shall be unaffected
     thereby and shall remain in full force and effect to the
     fullest extent permitted by law.
     
28.  Survivorship.  The respective rights and obligations
     of the Parties hereunder shall survive any termination of
     the Executive's employment to the extent necessary to the
     intended preservation of such rights and obligations.
     
29.  Beneficiaries/References.  The Executive shall be
     entitled to select (and change, to the extent permitted
     under any applicable law) a beneficiary or beneficiaries to
     receive any compensation or benefit payable hereunder
     following the Executive's death by giving the Company
     written notice thereof.  In the event of the Executive's
     death or a judicial determination of his incompetence,
     reference in this Agreement to the Executive shall be
     deemed, where appropriate, to refer to his beneficiary,
     estate or other legal representative.  Absent any written
     notice the Beneficiary shall be the Executive's estate.
     
30.  Governing Law.  This Agreement shall be governed by
     and construed and interpreted in accordance with the laws
     of Massachusetts without reference to principles of
     conflict of laws.
     
31.  Notices.  Any notice given to a Party shall be in
     writing and shall be deemed to have been given when
     delivered personally or sent by certified or registered
     mail, postage prepaid, return receipt requested, duly
     addressed to the Party concerned at the address indicated
     below or to such changed address as such Party may
     subsequently give such notice of:
     



                               Page 20 of 21
<PAGE>



     If to the Company:
          Polaroid Corporation
          549 Technology Square
          Cambridge, MA 02139
          Attention: Vice President, Human Resources
     
     If to the Executive:
          Gary T. DiCamillo
          Polaroid Corporation
          549 Technology Square
          Cambridge, MA 02139
     
32.  Headings.  The headings of the sections contained in
     this Agreement are for convenience only and shall not be
     deemed to control or affect the meaning or construction of
     any provision of this Agreement.
     
33.  Counterparts.  This Agreement may be executed in two
     (2) or more counterparts.
     
34.  Withholding. The Company may, to the extent required
     by law, withhold applicable federal, state and local income
     and other taxes from any payments due to the Executive
     hereunder.
     
     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.


                                   Polaroid Corporation




                              By: Joseph Parham
                                 ----------------------------- 







/s/ Gary T. DiCamillo
----------------------
Gary T. DiCamillo




                              Page 21 of 21