Exhibit 10.4




              THE 1993 POLAROID STOCK INCENTIVE PLAN

The purpose of the Plan is to advance the interests of the
Company and its shareholders by affording officers, executives
and other key employees of the Company and its Subsidiaries an
opportunity to increase their proprietary interest in the Company
by the grant of Awards under the terms set forth herein.  The
Company seeks to motivate present employees as well as attract
highly competent individuals whose judgment, initiative,
leadership, and continued effort contribute to the success of the
Company and its Subsidiaries.  The Company believes that this
Plan can give an incentive to managers to increase revenues and
profits.

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

1.01 Award.  Award shall mean an incentive award granted under
     the Plan, whether in the form of Options, Stock Appreciation
     Rights, Restricted Stock, Performance Awards, or any other
     form of consideration (which may provide for settlement in
     shares of Stock, cash and/or a combination thereof)
     determined by the Committee to be consistent with the
     purposes of the Plan, including but not limited to
     restricted units, phantom stock,  stock appreciation shares,
     limited stock appreciation rights, stock acquisition rights,
     valuation protection rights, reload options or any other
     type of award or combination or derivative of various types
     of awards.

1.02 Board or Board of Directors.  Board or Board of Directors
     shall        mean the Board of Directors of the Company.

1.03 Code.  Code shall mean the Internal Revenue Code of 1986, as
     amended, unless otherwise specifically provided herein.



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1.04 Committee.  Committee shall mean a Committee of the Board of
     whom each member:
     (A)  is not a current employee of the Company; and,
(B)  is not otherwise disqualified from being:
          (i)  a "non-employee director" with respect to the Company for
               purposes of Rule 16b-3(b)(3) under the Exchange Act (or any
               successor rule); or
          (ii) an "outside director" with respect to the Company for
               purposes of Section 162(m) of the Code (or any successor statute)
               and the rules and regulations of the Treasury Department
               promulgated thereunder; provided, however, that the failure of
               any member of the Committee appointed by the Board in good faith
               to meet the requirements of clause (B) above shall not invalidate
               the Plan or any Award granted hereunder.

1.05 Company.  Company shall mean Polaroid Corporation, a
     Delaware corporation, and any successor thereof.

1.06 Exchange Act.  Exchange Act shall mean the Securities
     Exchange Act of 1934, as amended.

1.07 Fair Market Value.  Fair Market Value of the Stock shall
     mean the last sale price at which Stock is traded on any
     given date or, if no Stock is traded on such date, the most
     recent prior date on which Stock was traded, as reflected in
     the New York Stock Exchange Composite Transactions Index.

1.08 Incentive Stock Option.  Incentive Stock Option shall have
     the meaning given to it by Section 422 of the Code and as
     further defined in Article V hereof.


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1.09 Nonstatutory Stock Option.  Nonstatutory Stock Option shall
     mean any Option granted by the Company pursuant to this Plan
     which is not an Incentive Stock Option.

1.10 Option.  Option shall mean an option granted by the Company
     to purchase Stock pursuant to the provisions of this Plan
     and the Agreement executed pursuant thereto.

1.11 Option Price.  Option Price shall mean the price per share
     of Stock purchasable under an Option.  The Option Price
     shall be determined by the Committee at the time of grant
     but, in the case of an Incentive Stock Option, shall not be
     less than the Fair Market Value on the date of grant.

1.12 Participant.  Participant shall mean an employee or former
     employee of the Company or one of its Subsidiaries who has
     received an Award granted by the Committee hereunder.

1.13      Performance Award.  Performance Award means an award
     made pursuant to Article VIII that is subject to attainment of
     one or more Performance Goals.
     
1.14      Performance Goal.  Performance Goal means a standard
     established by the Committee to determine in whole or in part
     whether a Performance Award shall be earned.

1.15 Plan.  Plan shall mean the 1993 Polaroid Stock Incentive
     Plan, as amended.

1.16 Restricted Stock Awards.  A Restricted Stock Award shall
     mean a grant made by the Committee entitling the Participant
     to acquire, at no cost or for a purchase price determined by
     the Committee at the time of grant, shares of Stock subject
     to such restrictions and conditions as the Committee may
     determine at the time of grant ("Restricted Stock").


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1.17 Securities Act.  Securities Act shall mean the Securities
     Act of 1933, as amended from time to time.

1.18 Stock.  Stock shall mean common stock, par value $1 per
     share, issued by the Company.

1.19 Stock Appreciation Right or SAR.  A Stock Appreciation Right
     shall mean a grant entitling the Participant to receive an
     amount in cash or shares of Stock or a combination thereof
     having a value equal to (or if the Committee shall so
     determine at the time of a grant, less than) the excess of
     the Fair Market Value of a share of Stock on the date of
     exercise over the Fair Market Value of a share of Stock on
     the date of grant (or over the Option Price, if the Stock
     Appreciation Right was granted in tandem with an Option)
     multiplied by the number of shares with respect to which the
     Stock Appreciation Right shall have been exercised, with the
     Committee having sole discretion to determine the form of
     payment.  A Stock Appreciation Right is further defined in
     Article VI hereof.

1.20 Stock Incentive Agreement or Agreement.  Stock Incentive
     Agreement or Agreement shall mean the agreement as described
     in Section 3.04 of the Plan between the Company and the
     Participant under which such Participant receives an Award
     pursuant to this Plan.

1.21 Subsidiary.  Subsidiary shall mean any corporation of which
     more than fifty percent of the outstanding shares of voting
     stock are beneficially owned directly or indirectly by the
     Company.


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                             ARTICLE II
                            PARTICIPATION
                            -------------

2.01 Participation.  A grant under this Plan may be made by the
     Committee to any officer, executive or other key employee of
     the Company or a Subsidiary.

                            ARTICLE III
                SHARES OF STOCK SUBJECT TO THE PLAN
                -----------------------------------

3.01 Limitations.
     (A)  Subject to adjustments pursuant to the provisions of
          Section 3.03 hereof, the number of shares of Stock or
          Stock equivalents which may be granted hereunder to
          Participants under all forms of Awards shall not
          exceed 3,500,000 shares plus the remaining shares
          available for grant under this Plan, as of the date of
          approval of this Plan by the Company's stockholders
          (the "Approval Date"), plus the number of shares that
          become available under the 1990 Plan after the
          Approval Date due to the lapse, termination or
          forfeiture of grants under the 1990 Plan, including
          shares issued in lieu of or upon reinvestment of
          dividends arising from grants.  No grants will be made
          under the 1990 Plan after the Approval Date.
     (B)  For purposes of this Section 3.01, the shares of Stock
          that shall be counted toward such limitation shall
          include all Stock:
          (1)  Issued or issuable pursuant to Options that have
               been or may be exercised;
          (2)  Subject to Stock Appreciation Rights that have
               been or may be exercised (other than Stock
               Appreciation Rights granted in tandem with
               outstanding Options or any limited stock
               appreciation rights deemed to be granted pursuant
               to Article XII); and,
          (3)  Issued as, or subject to issuance as Restricted
          Stock.
     (C)  Shares of Stock subject to grants under this Plan shall
          be authorized and unissued shares of Stock or treasury
          stock.


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3.02 Availability of Shares Once Issued Under the Plan.  Once
     grants of Awards have lapsed, terminated or have been
     forfeited, the Committee shall have the sole discretion to
     issue a new grant to any Participant, covering the number of
     shares to which such lapsed, terminated or forfeited grant
     related, provided that the Participant has received no
     monetary benefits of ownership therefrom, such as dividends.

3.03 Adjustments To Grants Once Issued.  In the event that the
     outstanding shares of Stock are changed into or exchanged
     for a different number or kind of shares or other securities
     of the Company or of another corporation by reason of
     merger, consolidation, other reorganization,
     recapitalization, reclassification, combination of shares;
     stock split-up, or stock dividend, the Committee shall make
     such corresponding adjustments, if any, as deemed
     appropriate in its sole discretion.  The Committee may
     adjust the number and kind of shares which may be granted
     under the Plan, the maximum number and kind of shares which
     may be granted to any one eligible Participant, and the
     number, the Option Price, and the kind of shares or property
     subject to each outstanding grant.

3.04 Grants and Agreement.  Each grant of an Award under this
     Plan shall be evidenced by a written Stock Incentive
     Agreement dated as of the date of the grant and executed by
     the Company and the Participant.  This Agreement shall set
     forth the terms and conditions of such Award, as may be
     determined by the Committee consistent with this Plan, and
     if such Agreement relates to the grant of an Option, shall
     indicate whether the Option that it evidences, if
     applicable, is intended to be an Incentive Stock Option or a
     Nonstatutory Stock Option.


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3.05 Limitation on Grants.  Except to the extent that any
     acceleration of vesting pursuant to Section 13.01(A) hereof
     may be deemed to constitute the grant of a new Award:
     (A)  no Person may be granted Options covering more than 250,000
          shares of Stock in any one calendar year; and,
     (B)  no Person may be granted Stock Appreciation Rights covering
          more than 250,000 shares of Stock in any one calendar year (in
          each case as adjusted as provided in Section 3.03 hereof).

                             ARTICLE IV
                              OPTIONS
                              -------

4.01 Option Exercise.  Subject to Federal and State statutes then
     applicable, the terms and procedures by which an Option may
     be exercised shall be set forth in the Participant's
     Agreement or in procedures established by the Committee.
     The Committee may permit payment of the Option Price to be
     made through the tender of cash or securities, the
     withholding of Stock or cash to be received through Awards,
     or any other arrangement satisfactory to the Committee.

4.02 Nonstatutory Stock Options.  The Committee may grant
     Nonstatutory Stock Options under this Plan.  Such
     Nonstatutory Stock Options must comply with all requirements
     of this Plan except for those contained in Article V,
     Article VI, Article VII, and Article VIII hereof.

4.03 Vesting of Options.  The Stock Incentive Agreement shall
     specify the date or dates on which the Participant may begin
     to exercise all or a portion of his Option. Subsequent to
     such date or dates, the option shall be deemed "vested."
     Notwithstanding the terms of any Stock Incentive Agreement,
     the Committee at any time may accelerate such date or dates
     and otherwise waive or amend any conditions of the grant.
          A Participant's subsequent transfer or disposition of
     any Stock secured through the grant shall be subject to any
     Federal and State laws then applicable, specifically
     securities laws.


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                             ARTICLE V
                       INCENTIVE STOCK OPTIONS
                       -----------------------

5.01 General.  All Incentive Stock Options shall comply with all
     of the restrictions and limitations set forth in Section 422
     of the Code and this Article.  To the extent that any Option
     does not qualify as an Incentive Stock Option, it shall
     constitute a Nonstatutory Stock Option.

                             ARTICLE VI
                     STOCK APPRECIATION RIGHTS
                     -------------------------

6.01 Grant and Exercise of Stock Appreciation Rights.  Stock
     Appreciation Rights may be granted to Participants by the
     Committee in tandem with, or independently of, any Option
     granted pursuant to Article IV or Article V of this Plan.
     In the case of a Stock Appreciation Right granted in tandem
     with a Nonstatutory Stock Option, such Stock Appreciation
     Right may be granted either at or after the time of the
     grant of such Nonstatutory Stock Option.  In the case of a
     Stock Appreciation Right granted in tandem with an Incentive
     Stock Option, such Stock Appreciation Right may be granted
     only at the time of the grant of such Incentive Stock
     Option.
          A Stock Appreciation Right, or applicable portion
     thereof granted in tandem with an Option, shall terminate
     and no longer be exercisable upon the termination or
     exercise of the related Option.  However, if a Stock
     Appreciation Right is granted with respect to less than the
     full number of shares covered by a related Option, such
     Stock Appreciation Right shall terminate only if and to the
     extent that the number of shares covered by the exercise or
     termination of the related Option exceeds the number of
     shares not covered by such Stock Appreciation Right.


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6.02 Terms and Conditions of Stock Appreciation Rights.  Stock
     Appreciation Rights shall be subject to such terms and
     conditions as shall be determined from time to time by the
     Committee and embodied in the Agreements and in procedures
     established by the Committee.  The Committee at any time may
     accelerate the exercisability of any Stock Appreciation
     Right and otherwise waive or amend any conditions of the
     grant of a Stock Appreciation Right.

                             ARTICLE VII
                        RESTRICTED STOCK AWARDS
                        -----------------------

7.01 Agreement.  The Committee may grant a Participant a
     Restricted Stock Award entitling the Participant to acquire,
     at no cost or for a purchase price determined by the
     Committee at the time of grant, shares of Stock subject to
     such restrictions and conditions as the Committee may
     determine at the time of grant.  At the sole discretion of
     the Committee, stock subject to a Restricted Stock Award may
     be issued effective the date of the grant, or effective only
     after all restrictions on the Award have lapsed.
          If the purchase of Restricted Stock is required by the
     Agreement, a Participant who is granted a Restricted Stock
     Award shall not have any rights with respect to such grant
     unless the Participant shall have accepted the grant within
     60 days (or such shorter time as the Committee may specify)
     following the date of the grant by making payment to the
     Company by certified or bank check or other instrument
     acceptable to the Committee in an amount equal to the
     specified purchase price, if any, of the shares covered by
     the grant and by executing and delivering to the Company an
     Agreement in such form as the Committee shall determine.


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7.02 Rights as a Shareholder.  After the Restricted Stock has
     been recorded in the stock ledger of the Company and:
     (A)  Upon complying with Section 7.01 above, if the purchase
          of Restricted Stock is required by the Agreement; or,
     (B)  Immediately, if no purchase of Restricted Stock is
          required by the Agreement,
     a Participant shall have all the rights of a shareholder
     with respect to such Restricted Stock including voting and
     dividend rights, subject to non-transferability restrictions
     and Company repurchase or forfeiture rights described in
     this Section and Section 7.03, and subject to such other
     conditions (including but not limited to condition on voting
     and dividend rights) as are contained in the Agreement.
     Unless the Committee shall otherwise determine, certificates
     evidencing shares of Restricted Stock shall remain in the
     possession of the Company until such shares are vested as
     provided in Section 7.04 below and the Agreement.

7.03 Restrictions.  Shares of Restricted Stock may not be sold,
     assigned, transferred, pledged, or otherwise encumbered or
     disposed of except as specifically provided herein.
     Restrictions on shares of Restricted Stock shall be set
     forth in a Stock Incentive Agreement and may include such
     vesting restrictions as the Committee shall determine,
     including but not limited to restrictions related to timing,
     profitability of the Company, and growth of the share price.
     In the event of a Participant's termination of employment
     with the Company and its Subsidiaries for any reason
     (including death) prior to the date shares of Restricted
     Stock awarded to such Participant become vested, the Company
     shall have the right, at the discretion of the Committee, to
     repurchase such shares at their purchase price, or to
     require forfeiture of such shares to the Company if acquired
     at no cost, from such Participant or Participant's legal
     representative.


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7.04 Vesting of Restricted Stock.  The Committee at the time of
     grant shall specify the date or dates (which may depend upon
     or be related to the attainment of performance goals and
     other conditions) on which the restrictions imposed upon the
     Restricted Stock and the Company's right of repurchase or
     forfeiture shall lapse.  Subsequent to such date or dates,
     the shares on which all restrictions have lapsed shall no
     longer be Restricted Stock and shall be deemed "vested."
     The Committee at any time may accelerate such date or dates
     and otherwise waive or amend any conditions of the grant.  A
     Participant may transfer or dispose of any Restricted Stock
     that has vested, subject to any Federal and State laws then
     applicable, specifically securities laws.

7.05 Limitation on Grants.  Except to the extent that any
     acceleration of vesting pursuant to Section 13.01(A) hereof
     may be deemed to constitute the grant of a new Award no
     Person may be granted Restricted Stock covering more than
     100,000 shares of Stock in any one calendar year.

                             ARTICLE VIII
                          PERFORMANCE AWARDS
                          ------------------

8.01 Terms of Performance Awards.  Subject to the limitations of
     the Plan, the Committee shall designate those eligible
     persons to be granted Performance Awards, shall determine
     the form and amount of each such award, the time when each
     such award shall be granted, and the Performance Goals
     applicable thereto, and may prescribe other restrictions,
     terms and conditions applicable to such Award in addition to
     those provided in the Plan.  A Performance Award may be
     payable in the form of cash, property or securities of the
     Company, including, without limitation, Options, Stock
     Appreciation Rights and/or shares of Restricted Stock
     (however a grant of Restricted Stock pursuant to Article VII
     hereof shall not constitute a Performance Award hereunder,
     even if subject in whole or in part to the achievement of
     performance goal, unless the Committee shall otherwise
     determine at the time of grant).  A Performance Award shall
     be paid, vested or otherwise deliverable solely on account
     of the attainment of one or more pre-established, objective
     Performance Goals established by the Committee prior to the
     earlier occurrence of:


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     (A)  90 days after the commencement of the period of service to
          which the Performance Goal relates and
     (B)  the passage of 25% of the period of service (as scheduled in
          good faith at the time goal is established), and in any event
          while the outcome is substantially uncertain.
     A Performance Goal is objective if a third party having
     knowledge of the relevant facts can determine whether the
     goal has been met.
     
8.02 Performance Goal Criteria.  A Performance Goal may be based
     on one or more business criteria that apply to the
     individual, one or more business units of the Company, or
     the Company as a whole, and may include one or more of the
     following: revenue, net income, cash flow (as defined for
     such purpose by the Committee), stock price, market share,
     earnings per share, return on equity, return on assets or
     decrease in cost, economic value added, operating profit,
     earnings before interest and taxes and gross margin percent.
     Unless otherwise stated, such Performance Goals need not be
     based upon an increase or positive result under a particular
     business criterion and could include, for example,
     maintaining the status quo or limiting economic losses
     (measured, in each case, by reference to specific business
     criteria).  In interpreting Plan provisions applicable to
     Performance Goals and Performance Awards, it is the intent
     of the Plan to conform with the standards of Section 162(m)
     of the Code and Treasury Regulation Section 1.162-
     27(e)(2)(i), and the Committee in establishing such goals
     and interpreting the Plan shall be guided by such
     provisions.
     
8.03 Committee Certification.  Prior to the payment of any
     compensation based on the achievement of Performance Goals,
     the Committee must certify in writing that applicable
     Performance Goals and any of the material terms thereof
     were, in fact, satisfied.  Subject to the foregoing
     provisions, the terms, conditions and limitations applicable
     to any Performance Awards made pursuant to this Plan shall
     be determined by the Committee.


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8.04 Certain Limitations.  Notwithstanding anything to the
     contrary contained in this Plan, any Performance Awards made
     hereunder shall be limited so that no person may be granted
     Performance Awards consisting of cash or in any other form
     permitted under this Plan (other than Awards consisting of
     Options or Stock Appreciation Rights, or Restricted Stock
     subject to Article VII, to the extent such awards are
     counted towards the limitation set forth in Section 3.05
     hereof) in any one year having a value determined on the
     date of grant in excess of $2,000,000.

                           ARTICLE IX
                        STOCK CERTIFICATES
                        ------------------

9.01 Stock Certificates.  The Company shall not be required to
     issue or deliver any certificate for shares of Stock under
     this Plan or of any portion thereof prior to fulfillment of
     all of the following conditions:
     (A)  The admission of such shares to listing on all stock
          exchanges on which the Stock is then listed, if any;
     (B)  The completion of any registration or other qualification of
          such shares under any Federal or State law, under the rulings or
          regulations of the Securities and Exchange Commission, or under
          any other governmental regulatory agency which the Committee
          shall in its sole discretion determine to be necessary or
          advisable;
     (C)  The obtaining of any approval or other clearance from any
          Federal or State governmental agency which the Committee shall in
          its sole discretion determine to be necessary or advisable; and,
     (D)  The lapse of such reasonable period of time following the
          exercise of the grant as the Committee from time to time may
          establish for reasons of administrative convenience.

     If these conditions are not satisfied, the employee may lose
     his rights to such Stock as determined by the Committee.


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                             ARTICLE X
                             DIVIDENDS
                             ---------

10.01     Dividends.  At the time of each grant of an Award the
     Committee may, in its sole discretion, determine whether the
     grant shall provide a dividend or a dividend equivalent and
     the terms and conditions under which any such dividend or
     dividend equivalent is to be provided, including but not
     limited to permitting or requiring immediate payment,
     deferral or investment of dividends or dividend equivalents.

                            ARTICLE XI
                        PLAN ADMINISTRATION
                        -------------------

11.01     Plan Administration.  The Plan and all Agreements shall
     be administered, and all grants under this Plan shall be
     awarded, by the Committee.  The Committee shall have full
     authority and absolute sole discretion:
     (A)  To determine, consistent with the provisions of this
          Plan, which of the employees shall be granted Awards;
          the form and terms of such Awards; the timing of such
          grants; the number of shares subject to each Award and
          the Option Price of Stock covered by each Option (if
          applicable); and the period over which the Awards shall
          become and remain exercisable (if applicable);
     (B)  To construe and interpret the Plan and the Agreements;
     (C)  To determine the terms and provisions of each
          respective Stock Incentive Agreement, which need not be
          identical;
     (D)  To make all other determinations and take all other
          actions deemed necessary or advisable for the proper
          administration of the Plan;


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     (E)  To adopt, alter, and repeal such rules, guidelines, and
          practices for administration of the Plan and for its
          own acts and proceedings as it shall deem advisable;
     (F)  To interpret the terms and provisions of the Plan and
          any grant (including related Agreements);
     (G)  To make all determinations it deems advisable for the
          administration of the Plan;
     (H)  To decide all disputes arising in connection with the
     Plan; and,
     (I)  To otherwise supervise the administration of the Plan.

                             ARTICLE XII
                       MISCELLANEOUS PROVISIONS
                       ------------------------

12.01     Applicable Law.  To the extent that state law shall not
     have been preempted by any laws of the United States, the
     Plan shall be construed, regulated, interpreted and
     administered according to the laws of the State of Delaware.

12.02     Expenses.  The cost of benefit payments from this Plan
     and the expenses of administering the Plan shall be borne by
     the Company.

12.03     Gender and Number.  Unless the context clearly requires
     otherwise, the masculine pronoun whenever used shall include
     the feminine and neuter pronoun, the singular shall include
     the plural, and vice versa.

12.04     Headings Not Part of the Plan.  Headings of Articles
     and Sections are inserted for convenience and reference;
     they constitute no part of this Plan.

12.05     Indemnification.  No member of the Board of Directors
     or the Committee shall be liable for any action or
     determination taken or made in good faith with respect to
     this Plan nor shall any member of the Board of Directors or
     the Committee be liable for any Agreement issued pursuant to
     this Plan or any grants under this Plan. Each member of the
     Board of Directors and the Committee shall be indemnified by
     the Company against any losses incurred in such
     administration of the Plan, unless his action constitutes
     serious and willful misconduct.


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12.06     Limitation of Rights.  Neither the adoption and
     maintenance of the Plan or Agreement nor anything contained
     herein, with respect to any Participant, shall be deemed to:
     (A)  Limit the right of the Company or any Subsidiary to
          discharge or discipline any such person, or otherwise
          terminate or modify the terms of his employment; or,
     (B)  Create any contract or other right or interest under
          the Plan, or in any funds hereunder, other than as
          specifically provided in the Plan and the Agreement.

12.07     No Distribution Until Compliance with Legal
     Requirements.  The Committee may require each Participant
     acquiring shares pursuant to a grant to represent to and
     agree with the Company in writing that such Participant is
     acquiring the shares without a view to distribution thereof.
     No shares of Stock shall be issued pursuant to a grant until
     all applicable securities laws and other legal and stock
     exchange requirements have been satisfied.  The Committee
     may require the placing of such stop-orders and restrictive
     legends on certificates for Stock and grants as it deems
     appropriate.

12.08     Timing of Grants.  All Awards granted under this Plan
     shall be granted on or prior to May 31, 2001.

12.09     Non-Assignability.  A Participant's interest under this
     Plan shall not be subject at any time, or in any manner, to
     alienation, sale, transfer, assignment, pledge, attachment,
     garnishment or encumbrance of any kind and any attempt to
     deliver, sell, transfer, assign, pledge, attach, garnish or
     otherwise encumber such interest shall be void and any
     interest so encumbered will terminate.


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12.10     Non-transferability.  An Award shall not be
     transferable by the Participant other than by will or the
     laws of descent and distribution.  During the lifetime of
     the Participant, such Award shall be exercisable or
     perfected only by the Participant in accordance with the
     terms of this Plan and the Agreement.

12.11     Other Compensation Plans.  The adoption of the Plan
     shall not affect any other existing or future incentive or
     compensation plans for directors, officers or employees of
     the Company or its Subsidiaries.  Moreover, the adoption of
     this Plan shall not preclude the Company or its Subsidiaries
     from:
     (A)  Establishing any other forms of incentive or other
          compensation for directors, officers or employees of the Company
          or its Subsidiaries; or,
     (B)  Assuming any forms of incentives or other compensation of
          any person or entity in connection with the acquisition of the
          business or assets, in whole or in part, of any person or entity.

12.12     Plan Binding on Successors.  This Plan shall be binding
     upon the successors and assigns of the Company.

12.13     Tax Withholding.  Each Participant shall, no later than
     the date as of which the value of a grant or of any Stock or
     other amount received thereunder first becomes includable in
     the gross income of the Participant for Federal income tax
     purposes, pay to the Company, or make arrangements
     satisfactory to the Committee regarding payment of any
     Federal, State, or local taxes of any kind required by law
     to be withheld with respect to such income.  The Committee
     may permit payment of such taxes to be made through the
     tender of cash or securities, the withholding of Stock or
     cash to be received through Awards or any other arrangement
     satisfactory to the Committee.  The Company and its
     Subsidiaries shall, to the extent permitted by law, have the
     right to deduct any such taxes from any payment of any kind
     otherwise due to the Participant.


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12.14     Non-Contravention of Securities Laws.  Notwithstanding
     anything to the contrary expressed in this Plan, any
     provisions hereof that vary from or conflict with any
     applicable Federal or State securities laws (including any
     regulations promulgated thereunder) shall be deemed to be
     modified to conform to and comply with such laws.

12.15     Unenforceability of a Particular Provision.  The
     unenforceability of any particular provision of this
     document shall not affect the other provisions and the
     document shall be construed in all respects as if such
     unenforceable provision were omitted.

                             ARTICLE XIII
                           CHANGE OF CONTROL
                           -----------------

13.01     Acceleration.  Unless the Committee shall otherwise
     expressly provide in the Agreement relating to an Award:
     (A)  Upon the occurrence of a Trigger Date (as hereinafter
     defined):
          (1)  In the case of Options and Stock Appreciation
               Rights, each such Option and Stock Appreciation
               Right shall automatically become fully
               exercisable;
          (2)  Restrictions and conditions applicable to
               Restricted Stock shall automatically be deemed
               waived, and the recipients of such grants shall
               become entitled to receipt of the Stock subject to
               such grants; and,
          (3)  In the case of any other Award, the occurrence of
               such Trigger Date shall have such effect on such
               Award as may be provided in the Agreement related
               thereto or in the Committee's procedures; and,


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     (B)  The Committee may at any time accelerate the exercisability
          of any Awards (if applicable) and may waive restrictions and
          conditions on Awards (if applicable) to the extent it shall in
          its sole discretion determine.

13.02     Special Rights.  Anything in this Plan and the 1990
     Plan to the contrary notwithstanding, but subject to Section
     13.04, during the 90-day period from and after a Trigger
     Date (the "Change of Control Exercise Period") a Participant
     (other than a Participant who initiated the event that
     resulted in the occurrence of such Trigger Date in a
     capacity other than as an officer or director of the
     Company) shall have the following rights, unless the
     Committee shall otherwise expressly provide in the Agreement
     relating to an Award:
     (A)  With respect to any Option or 1990 Plan Option (or portion
          thereof) granted to such Participant and unaccompanied by a Stock
          Appreciation Right, such Participant shall have the right (by
          giving written notice to the Company) to elect (within the Change
          of Control Exercise Period) to surrender all or a portion of such
          Option or 1990 Plan Option (as the case may be) to the Company
          and to receive in cash, for each share of Stock in respect of
          which such Option or 1990 Plan Option (as the case may be) is
          surrendered, an amount equal to the amount by which the Event
          Price exceeds the Option Price (as such term is defined in the
          1990 Plan in the case of a 1990 Plan Option) for such share;
     (B)  With respect to any Stock Appreciation Right granted to
          such Participant, such Participant shall have the right
          (by giving written notice to the Company) to elect
          (within the Change of Control Exercise Period) to
          surrender such Stock Appreciation Right to the Company
          and to receive in cash an amount equal to the amount
          such Participant would have received if such Stock
          Appreciation Right had been exercised and the Fair
          Market Value of a share of Stock on the date of
          exercise had been the Event Price;
     (C)  With respect to any Restricted Stock granted to such
          Participant in respect of which such Participant has
          paid the required purchase price (if any), such
          Participant shall have the right (by giving written
          notice to the Company) to elect (within the Change of
          Control Exercise Period) to surrender all or a portion
          of such Restricted Stock to the Company and receive in
          lieu thereof a cash payment equal to the Event Price
          for each share of Restricted Stock so surrendered; and,


                                -19-
 <PAGE>


     
     (D)  With respect to any other type of Award granted to such
          Participant, such Participant shall have the right to
          take such action or make such election as may be
          permitted upon a Trigger Date in the Agreement relating
          to such Award or in the Committee's procedures.

13.03     Special Merger Provisions.  Anything in this Plan and
     the 1990 Plan to the contrary notwithstanding (other than
     Section 13.02 of this Plan which shall control in the event
     of any conflict with this Section 13.03), upon consummation
     of a consolidation or merger or sale of all or substantially
     all of the assets of the Company in which outstanding shares
     of Stock are exchanged for securities, cash or other
     property of an unrelated corporation or business entity or
     in the event of liquidation of the Company (in each case, a
     "Transaction"), all outstanding Options (including under the
     1990 Plan), SARs, Restricted Stock, Performance Awards and
     any other Award shall become fully vested and exercisable
     and the Board or the board of directors of any corporation
     assuming the obligation of the Company, may, in its
     discretion, take any one or more of the following actions,
     as to outstanding Awards:
     a)   provide that such Awards shall be assumed or equivalent
          options shall be substituted, by the acquiring or succeeding
          corporation (or an affiliate thereof),
     b)   upon written notice to the holder of an Option or SAR,
          provide that all unexercised Options or SARs will terminate
          immediately prior to the consummation of the Transaction unless
          exercised by the holder within a specified period following the
          date of such notice, and/or


                                -20-
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     c)   in the event of a business combination under the terms of
          which holders of the Stock of the Company will receive upon
          consummation thereof a cash payment for each share surrendered in
          the business combination, make or provide for a cash payment to
          the holder of an Option or SAR equal to the difference between:
          (i)  the value (as determined by the Committee) of the
               consideration payable per share of Stock pursuant to the business
               combination (the "Merger Price") times the number of shares of
               Stock subject to such outstanding Options or SARs (to the extent
               then exercisable at prices not in excess of the Merger Price) and
          (ii) the aggregate exercise price of all such outstanding Options
               or SARs in exchange for the termination of such Options or SARs.
          In the event Options and SARs will terminate upon the
          consummation of the Transaction, each holder of such
          Award shall be permitted, within a specified period
          determined by the Committee, to exercise all
          outstanding Options or SARs held by each holder of such
          Award that are then exercisable; and, subject to the
          consummation of the Transaction, all Options or SARs
          that would become fully vested and exercisable solely
          as a result of the Transaction.
     (d)  in the event of a business combination under the terms
          of which holders of the Stock of the Company will
          receive upon consummation thereof a cash payment for
          each share surrendered in the business combination,
          make or provide for a cash payment to the holder of
          Restricted Stock or other stock-based Award equal to
          the Merger Price.

13.04     Limitation on Special Rights.  If a Participant is
     subject to the restrictions of Section 16(b) of the Exchange
     Act and has been granted (or is deemed to have been granted)
     an Award under this Plan during the six months prior to a
     Trigger Date, then the Change of Control Exercise Period
     referred to in Section 13.02 shall, in respect of such
     Award, begin on the Trigger Date

                                -21-
 <PAGE>


     and end 90 days after the date six months after the later of
     the Approval Date or the date such Award was granted.  If a
     Trigger Date occurs prior to six months after the Approval
     Date, then the Change of Control Exercise Period referred to
     in Section 13.02 shall, in respect of 1990 Plan Options,
     begin on the Trigger Date and end 90 days after the date six
     months after the Approval Date.  The Committee may at any
     time prior to the occurrence of a Trigger Date provide that
     any or all of the exercises, surrenders, elections and other
     actions that may be taken by Participants pursuant to
     Section 13.02 shall occur automatically with respect to
     Participants (or particular categories of Participants)
     subject to Section 16(b) of the Exchange Act.

13.05     Termination of Participant; Modification of the Plan.
     The rights of a Participant under Section 13.02 with respect
     to Awards or 1990 Plan Options, may be exercised during the
     Change of Control Exercise Period referred to therein (or,
     if applicable, in Section 13.03) notwithstanding the
     termination of the Participant's employment by the Company,
     unless provided otherwise in the Agreement relating to such
     Award.  Anything in this Plan to the contrary
     notwithstanding, no termination amendment or modification of
     this Plan after the occurrence of a Trigger Date shall in
     any manner adversely affect any Participant's rights under
     this Article XIII in respect of such Trigger Date without
     the written consent of the affected Participant.

13.06     Event Price.  In connection with a Trigger Date and an
     exercise, surrender, election or other action contemplated
     by Section 13.02 with respect to an Award or a 1990 Plan
     Option, Event Price shall mean a price per share of Stock
     equal to the higher of:
     (A)  The highest Fair Market Value of the Stock during the period
          beginning 90 days prior to such Trigger Date and ending on and
          including the last trading day prior to such exercise, surrender,
          election or other action; or,
     (B)  Whichever of the following is applicable (or the highest if
          more than one is applicable):


                                -22-
 <PAGE>


     
          (1)  The highest per share price paid or to be paid in any tender
               or exchange offer which is in effect at any time during such
               period referred to in clause (A);
          (2)  The fixed or formula price for the acquisition of shares of
               Stock in a merger or similar agreement approved by the Company's
               stockholders or the Board, if such price is determinable on the
               date of such exercise, surrender, election or other action;
               and/or,
          (3)  The highest price per share paid or to be paid to any
               stockholder of the Company in a transaction or group of
               transactions (including any tender or exchange offer) 
               giving rise to the occurrence of such Trigger Date;
     provided, however, that a Participant may at the time of an
     election pursuant to Section 13.02 request that certain of
     the foregoing parameters be disregarded (which may include
     shortening applicable time periods) in determining the Event
     Price applicable to one or more of the Awards held by such
     Participant, so long as disregarding such parameters does
     not increase the Event Price.
          Any securities or property which are part or all of the
     consideration paid or to be paid for shares of Stock in
     connection with any event contemplated by clauses (B) (1),
     (2), and (3) above shall be valued in determining the Event
     Price at the higher of (x) the valuation placed on such
     securities or property by the person or entity which paid or
     is to pay such price or (y) the valuation placed on such
     securities or property by the Committee.
          
13.07     Trigger Date.  Trigger date shall have the meaning
     assigned to such term in the Polaroid Extended Severance
     Plan as originally adopted by the Company effective
     June 28, 1987 and amended from time to time and as it may be
     further amended from time to time.


                                -23-
 <PAGE>



13.08     1990 Plan Options.  1990 Plan Options shall mean
     "Options", as such item is defined in the 1990 Plan.

                              ARTICLE XIV
                PERMANENCY OF THE PLAN AND PLAN TERMINATION
                -------------------------------------------

14.01     Effective Date.  This Plan originally effective as of
     May 11, 1993, was amended effective as of March 19, 1997,
     upon a resolution by the Board of Directors for its
     adoption, subject to the approval of the shareholders within
     1997.

14.02     Termination, Amendment, and Modification of the Plan.
     The Board of Directors may at any time terminate or suspend,
     and may at any time and from time to time and in any respect
     amend or modify, the Plan; provided, however, that no such
     action of the Board of Directors without approval of the
     shareholders of the Company may increase the total number of
     shares of Stock subject to the Plan except as contemplated
     in Section 3.03 hereof.

     IN WITNESS WHEREOF, this Plan is hereby adopted effective
March 19, 1997 and executed this 27 day of March, 1997.
ATTEST:                            POLAROID CORPORATION


/s/ Louise L. Cavanaugh            /s/ Gary T. DiCamillo
-----------------------            -------------------------
                                   Chief Executive Officer



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