<PAGE>

                              EMPLOYMENT AGREEMENT


        AGREEMENT, by and between Polaroid Corporation, a Delaware corporation,
together with its successors and assigns permitted under this Agreement (the
"Company"), and Judith G. Boynton (the "Executive") originally entered into
March 31, 1998, is hereby amended and restated this 18th day of August 2000
and will be effective April 13, 2000.

                              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; and

        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


                                  Page 1 of 24

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               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.

        (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


                                  Page 2 of 24
<PAGE>

                                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); or,

                          (c)   which are beneficially owned, directly or
                                indirectly, by any Person with which such Person
                                or any of such Person's Affiliates or Associates
                                has any agreement, arrangement or understanding
                                (written or oral), for the purpose of acquiring,
                                holding, voting (except pursuant to a revocable
                                proxy as described 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


                                  Page 3 of 24
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                          (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 (2) 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;

               (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


                                  Page 4 of 24

<PAGE>

                                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,

                          (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 her 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 Salary or the
                          discontinuation of or any reduction in the 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 her consent
                          to a location more than thirty (30) miles from her
                          regular workplace;


                                  Page 5 of 24

<PAGE>

               (iii)      the reduction in the Executive's job title or level as
                          Executive Vice President Business Development and
                          Chief Financial Officer, with equivalent
                          responsibilities;

               (iv)       a change in the Executive's reporting relationship to
                          anyone other than the Chief Executive Officer; or

               (v)        the provision of significantly less favorable working
                          conditions.

        (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)    "SEVERANCE PERIOD" shall mean the period of twenty-four (24)
               months following such termination.

        (p)    "SHARE ACQUISITION DATE" shall mean the first date any Person
               shall become an Acquiring Person.

        (q)    "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.

        (r)    "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.

        (s)    "SUPPLEMENTAL PLANS" shall mean any and all Company non-qualified
               benefit plans including, but not limited to, any supplemental
               retirement plan.

        (t)    "TERM OF EMPLOYMENT" shall mean the period specified in Section 2
               below.

        (u)    "TERMINATED" shall mean:

               (i)        termination by Polaroid without Cause at any time
                          within the two (2) years following a Change in
                          Control;


                                  Page 6 of 24

<PAGE>

               (ii)       Executive's termination due to a Constructive
                          Termination at any time within the two (2) years
                          following a Change in Control;

               (iii)      termination within three (3) months prior to a Change
                          in Control at the request of any individual or entity
                          acquiring ownership and control of Polaroid. If
                          Executive's employment with Polaroid is terminated
                          prior to a Change in Control at the request of
                          Acquiring Person, this Agreement shall become
                          effective upon the subsequent occurrence of a Change
                          in Control involving such Acquiring Person. In such
                          situation the Executive's Termination Date shall be
                          deemed to have occurred immediately following the
                          Change in Control, and therefore Executive shall be
                          entitled to the benefits provided in this Agreement;
                          or

               (iv)       voluntary termination within three (3) months after a
                          Change of Control if the current Chief Executive
                          Officer is no longer in that position.

        (v)    "TRADING DAY" is any day on which the Stock is traded on the New
               York Stock Exchange.

        (w)    "TERMINATION DATE" shall mean the date of the Executive's
               termination of employment from the Company.

        (x)    "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 agrees to continue her employment for the longer of (i)
        three (3) years ending April 13, 2003, or (ii) two (2) years from the
        departure of the current Chief Executive Officer, subject to earlier
        termination as provided below.

3.      POSITION, DUTIES AND RESPONSIBILITIES.

        (a)    TERM. The Executive shall be employed as Executive Vice President
               Business Development and Chief Financial Officer of the Company.
               The Executive, in carrying out her duties under this Agreement,
               shall report to the Chief Executive Officer.


                                  Page 7 of 24

<PAGE>

        (b)    OTHER POSITIONS. 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 her personal investments and affairs,
                          provided that such activities do not interfere with
                          the proper performance of her duties and
                          responsibilities in the Company.

4.      BASE SALARY. The Executive shall be paid an annualized Base Salary of at
        least $450,000, payable in accordance with the regular payroll practices
        of the Company. The Base Salary shall be reviewed periodically by the
        Board.

5.      ANNUAL BONUS. The Executive shall participate in the Company's annual
        bonus plan using the targets and performance factors set forth in the
        Company's annual bonus plan, with an annual target award opportunity of
        at least fifty-five percent (55%) of Base Salary.

6.      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, long term incentive plan(s),
        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.

7.      SUPPLEMENTAL PENSION. In addition to the Executive's pension benefits
        set forth in the Company's employee pension plans(including the opening
        account balance of $350,000 referenced in the Executive's March 31, 1998
        agreement), the Company shall:

        (a)    provide a retirement crediting rate equal to three (3) years of
               credited benefit accrual for each year of credited benefit
               accrual earned, for a period of up to


                                  Page 8 of 24

<PAGE>

               seven (7) years from the Executive's original date of hire; and

        (b)    as of the date of this Agreement, vest all time-constricted
               retirement benefits under any Company retirement vehicle,
               including but not limited to pension, retirement savings,
               elective deferred and all other supplemental executive retirement
               plans ("SERPS").

8.      REIMBURSEMENT OF BUSINESS AND OTHER EXPENSES. The Executive is
        authorized to incur reasonable expenses in carrying out her duties and
        responsibilities under this Agreement and the Company shall promptly
        reimburse her 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.

9.      VACATION. The Executive is entitled to at least four (4) weeks of
        vacation annually, which will be administered in accordance with the
        Company's vacation policy.

10.     OWNERSHIP GUIDELINES. The Executive is expected to accumulate and hold
        three (3) times her annual Base Salary in Polaroid Common Stock within
        five (5) years of her original date of hire. Common Stock acquired
        through the Company's executive stock ownership plan and other benefit
        and incentive plans will be counted toward meeting that goal. The Board
        shall determine a valuation of Company stock from time to time and it
        shall be applied to all officers.

11.     TERMINATION DUE TO DISABILITY OR DEATH. In the event the Executive's
        employment is terminated due to her Disability or death, she, or her
        estate or her beneficiaries, as the case may be, shall be entitled to:

        (a)    SALARY.  Base Salary through the date of termination;

        (b)    ANNUAL BONUS. Pro-rata portion of the Annual Bonus for the year
               in which the Executive's Disability or death occurs (Annual Bonus
               is to be paid as soon as practicable or consistent with the
               Executive's election under the Elective Deferred Compensation
               Plan); and,

        (c)    OTHER BENEFITS. Other benefits or entitlements in accordance with
               applicable plans and programs of the Company.


                                  Page 9 of 24

<PAGE>

12.     TERMINATION BY THE COMPANY FOR CAUSE. In the event the Company
        terminates the Executive's employment for Cause, she shall be entitled
        to:

        (a)    SALARY.  Base Salary through the date of the  termination of her
               employment for Cause;

        (b)    ANNUAL BONUS. 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 her termination occurs.

13.     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, upon the execution of a full
        and complete release, shall be entitled to:

        (a)    SALARY. Base Salary through the date of termination of the
               Executive's employment;

        (b)    SEVERANCE PAYMENT. Base Salary, at the annualized rate in effect
               on the date of termination of the Executive's employment, in a
               stream of payments in accordance with the Company's regular
               payroll schedule beginning on the regular payroll distribution
               date next succeeding her Separation Date, for the Severance
               Period;

        (c)    ANNUAL BONUS. 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)    RESTRICTED STOCK AND OPTIONS. Full vesting of all restricted
               stock, phantom restricted stock, and stock options and phantom
               stock options (collectively "Options") with the exercise period
               being the lesser of three (3) years from the Executive's
               Termination Date or the exercise period stated in the Executive's
               applicable Option or Supplemental Option Agreements, subject to
               the terms of the agreements governing such Options;


                                  Page 10 of 24

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        (e)    PERFORMANCE SHARES. A distribution of a pro-rata portion of
               Performance Awards granted to the Executive prior to her
               Termination Date will be made when distributions from similar
               awards are made to active employees. The Performance Award
               distributions, as adjusted for the pro-rata period, shall be
               based on the Company's actual performance during the performance
               period for such award. Determination of award distributions
               shall be on the same basis as applied to senior officers
               employed by the Company at the time such awards are delivered.

        (f)    INSURANCE. Medical, dental and executive life insurance benefits
               (collectively "Insurance Benefits") at the same rate as active
               employees similarly situated for a period equal to the lesser of
               twenty-four (24) months following the Executive's Termination
               Date or until the Executive is eligible to receive comparable
               Insurance Benefits through another employer (this benefit shall
               run coterminous with COBRA rights);

        (g)    DISABILITY COVERAGE. Short- and long-term disability coverage
               that is reasonably comparable to the coverage provided to the
               Executive on her Termination Date and which can be purchased on
               the open market shall be for a period equal to the lesser of
               twenty-four (24) months following the Executive's Termination
               Date or until the Executive is eligible to receive comparable
               benefits through another employer;

        (h)    OUTPLACEMENT COUNSELING. Outplacement services will be provided
               consistent with the Company's outplacement practices in effect
               prior to the Change in Control;

        (i)    SUPPLEMENTAL RETIREMENT AND PROFIT SHARING BENEFITS.

               (i)        On the Termination Date, the Executive shall become
                          vested in the benefits provided under the Company's
                          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.

        (j)    OTHER BENEFITS. Other benefits or entitlements in accordance with
               applicable plans and programs of the Company; and,


                                  Page 11 of 24

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        (k)    SURVIVOR BENEFITS. 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.

14.     TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. Notwithstanding
        anything in this Agreement to the contrary, if the Executive's
        employment is Terminated, the Executive 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)        two (2) 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).

        (b)    INSURANCE.  Until the second (2nd) anniversary of the Termination
               Date, the Executive shall be entitled to participate in the
               Company's medical, dental, and executive life insurance
               benefits, 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)    DISABILITY COVERAGE. Short- and long-term disability coverage
               that is reasonably comparable to the coverage provided to the
               Executive on her Termination Date and


                                  Page 12 of 24

<PAGE>

               which can be purchased on the open market shall be for a period
               equal to the lesser of twenty-four (24) months following the
               Executive's Termination Date or until the Executive is eligible
               to receive comparable benefits through another employer;

        (d)    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.

        (e)    RETIREE-MEDICAL BENEFITS. If within two (2) 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). If eligible, 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.

        (f)    SUPPLEMENTAL RETIREMENT AND PROFIT SHARING BENEFITS.

               (i)        On the Termination Date, the Executive shall become
                          vested in the benefits provided under the Company's
                          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.

                          (A)     For purposes of computing the Executive's
                                  accrued benefit under the Supplemental Plans
                                  in addition to the supplemental benefit
                                  provided pursuant to Section 7 above; the
                                  Company shall credit the Executive with two
                                  (2) years of plan participation and service
                                  and two (2)


                                  Page 13 of 24

<PAGE>

                                  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 applicable actuarial
                                  assumptions set forth in the Polaroid Pension
                                  Plan. In determining the Executive's benefits
                                  under this subsection 14(f), the terms of the
                                  Supplemental Plans as in effect immediately
                                  prior to the Change in Control shall govern,
                                  except as expressly modified in this
                                  subsection 14(f). This benefit shall be
                                  provided pursuant to the Supplemental
                                  Retirement Benefit Plan.

        (g)    OUTPLACEMENT COUNSELING. Outplacement services will be provided
               consistent with the Company's outplacement practices in effect
               prior to the Change in Control.

        (h)    RESTRICTED STOCK AND OPTIONS. Full vesting of all restricted
               stock, phantom restricted stock, and stock options and phantom
               stock options (collectively "Options") with the exercise period
               being the lesser of three (3) years from the Executive's
               Termination Date or of the exercise period stated in the
               Executive's applicable Option or Supplemental Option Agreements,
               subject to the terms of the agreements governing such Options.

        (i)    PERFORMANCE SHARES. Full payout of Performance Shares issued
               under the 1993 Stock Incentive Plan, or any successor plan,
               assuming the Company's objectives were achieved at target.

        (j)    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


                                  Page 14 of 24

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               instituted the proceeding in bad faith, the Executive shall pay
               her 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.

15.     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.

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 these 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


                                  Page 15 of 24

<PAGE>

        which Polaroid (or any other Person or entity) may have against
        Executive unless specifically referenced herein.

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


                                  Page 16 of 24

<PAGE>

               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.

        (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 her 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 she 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


                                  Page 17 of 24

<PAGE>

                          request in writing from time to time, including,
                          without limitation, accepting legal representation
                          with respect to such claim by an attorney reasonably
                          selected by the Company;

               (iii)      cooperate with the Company in good faith in order to
                          effectively contest such claim; and,

               (iv)       permit the Company to participate in any proceedings
                          relating to such claim; provided, however, that the
                          Company shall bear and pay directly all costs and
                          expenses (including additional interest and penalties)
                          incurred in connection with such contest and shall
                          indemnify and hold the Executive harmless, on an
                          after-tax basis, for any Excise Tax or income tax
                          (including interest and penalties with respect
                          thereto) imposed as a result of such representation
                          and payment of costs and expenses. Without limitation
                          on the foregoing provisions of this Section 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


                                  Page 18 of 24

<PAGE>

                          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.

        (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 12 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 13 "A
               Constructive Termination or a Termination without Cause", above,
               but in no event for a period of less than twelve (12) months
               following a termination of her employment, the Executive shall
               not engage in any activity directly or indirectly with Eastman
               Kodak Company, or Fuji, whether as a principal, partner,
               employee, consultant, shareholder (other than as a holder of not
               in excess of


                                  Page 19 of 24

<PAGE>

               one percent (1%) of the outstanding voting shares of any
               publicly traded company) or otherwise.

        (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 she executed at the time she 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 21(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 her control.

        (d)    NONSOLICITATION OF EMPLOYEES.  During the period in which the
               Executive is employed by the Company or any of its Subsidiaries,
               and for a period of twenty-four (24) months following the
               Executive's Termination Date resulting from a termination as
               provided in Section 13 "A Constructive Termination or a
               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)    NONDISPARAGEMENT.  During the period in which the Executive is
               employed by the Company or any of its


                                  Page 20 of 24

<PAGE>

               Subsidiaries, and for a period of two (2) years following the
               Executive's Termination Date, the Executive shall not commit any
               act, or in any way assist others to commit any action, intended
               to injure the Company, nor shall the Executive engage in any
               public criticism regarding her employment or the business
               affairs of the Company, nor to make any negative, detrimental,
               or derogatory comments concerning the Company or its directors,
               officers, or individuals known to the Executive to be employees,
               past and present; the Company and its officers and directors
               agree to make no criticism regarding the Executive or her
               employment with the Company.

        (f)    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 her 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 21. These injunctive remedies are cumulative and are in
               addition to any other rights and remedies the Company may have
               at law or in equity.

        (g)    PROVISIONS SURVIVING BEYOND TERMINATION DATE. The obligations of
               the Executive set forth above shall not extend beyond her
               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


                                  Page 21 of 24

<PAGE>

        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.

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.


                                  Page 22 of 24

<PAGE>

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 her incompetence, reference in this Agreement
        to the Executive shall be deemed, where appropriate, to refer to her
        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, 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:

        If to the Company:
               Polaroid Corporation
               784 Memorial Drive
               Cambridge, MA 02139
               Attention: Vice President, Human Resources

        If to the Executive:
               Judith G. Boynton
               202 Commonwealth Avenue
               Apartment 4
               Boston, MA 02116

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.


                                  Page 23 of 24

<PAGE>

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.


                                               POLAROID CORPORATION





                                           By: /s/ GARY T. DICAMILLO
                                               --------------------------------
                                               Name:      Gary T. DiCamillo
                                               Title:     Chairman and Chief
                                                          Executive Officer


/s/ JUDITH G. BOYNTON
---------------------------------------
Judith G. Boynton


                                  Page 24 of 24