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                                                                    EXHIBIT 10.2

                      CHANGE IN CONTROL SEVERANCE AGREEMENT



     AGREEMENT made as of June 6, 2001 between Polaroid Corporation ("Polaroid"
or "Company") and WILLIAM L. FLAHERTY (the "Executive").

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

     1. DEFINED TERMS.

     (a)  "ANNUAL BONUS" shall mean the Executive's annual bonus paid pursuant
          to the Company's annual bonus plan in effect at the time (currently
          the Polaroid Incentive Plan for Executives). Unless otherwise
          specifically provided, the Annual Bonus shall be calculated assuming
          the Corporate target is reached and no additional factors are
          considered to decrease the Executive's award under the Plan.

     (b)  "ACQUIRING PERSON" shall mean any Person who or which, together with
          all Affiliates and Associates of such Person, is the Beneficial Owner
          of 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
          of any of its Subsidiaries or any Person holding Stock for or pursuant
          to the terms of any such employee benefit plan.

     (c)  "AFFILIATE" and "ASSOCIATE" when used with reference to any Person,
          shall have the meaning given to such terms in Rule 12b-2 of the
          General Rules and Regulations under the Exchange Act.

     (d)  "BASE SALARY" shall mean the annual rate of base salary (disregarding
          any reduction in such rate that constitutes Constructive Termination)
          as increased by the Board from time to time.


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     (e)  "BENEFICIAL OWNER" shall be a Person deemed to "beneficially own" any
          securities:

          (i)  which such Person or any of such Person's Affiliates or
               Associates beneficially owns, directly or indirectly; or

          (ii) which such Person or any of such Person's Affiliates or
               Associates has:

               (A)  the right to acquire (whether such right is exercisable
                    immediately or only after the passage of time) pursuant to
                    any agreement, arrangement or understanding (written or
                    oral), or upon the exercise of conversion rights, exchange
                    rights, warrants or options, or otherwise; provided,
                    however, that a Person shall not be deemed the Beneficial
                    Owner of, or to beneficially own, securities tendered
                    pursuant to a tender or exchange offer made by or on behalf
                    of such Person or any of such Person's Affiliates or
                    Associates until such tendered securities are accepted for
                    purchase or exchange thereunder; or

               (B)  the right to vote pursuant to any agreement, arrangement or
                    understanding (written or oral); provided however, that a
                    Person shall not be deemed the Beneficial Owner of, or to
                    beneficially own, any security if the agreement, arrangement
                    or understanding (written or oral) to vote such security (1)
                    arises solely from a revocable proxy given to such Person in
                    response to a public proxy or consent solicitation made
                    pursuant to, and in accordance with, the applicable rules
                    and regulations under the Exchange Act, and (2) is not also
                    then reportable on Schedule 13D (or any comparable or
                    successor report) under the Exchange Act; or,

               (C)  which are beneficially owned, directly or indirectly, by any
                    Person with which such Person


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                    or any of such Person's Affiliates or Associates has any
                    agreement, arrangement or understanding (written or oral),
                    for the purpose of acquiring, holding, voting (except
                    pursuant to a revocable proxy as described above) or
                    disposing of any securities of the Company.

     (f)  "BOARD" shall mean the Board of Directors of the Company.

     (g)  "BONUS" means the amount payable to the Executive under any plan, or
          agreement offered by Polaroid.

     (h)  "CAUSE" means either of the following:

          (i)  Executive's willful malfeasance having a material adverse effect
               on Polaroid; 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 Polaroid, or if
          Executive shall be entitled, under applicable law or under an
          applicable Polaroid Certificate of Incorporation or the Polaroid
          By-Laws, as they may be amended or restated from time to time, to be
          indemnified with respect to such action or refusal.

     (i)  "CHANGE IN CONTROL" shall mean:

          (i)  the date on which a change in control of the Company occurs of a
               nature that would be required to be reported (assuming that the
               Company's Stock was registered under the Exchange Act) in
               response to an item (currently item 6(e)) of Schedule 14A of
               Regulation 14A promulgated under the Exchange Act or an item
               (currently Item l(a)) of Form 8-K under the Exchange Act;

          (ii) the date on which there is an Acquiring Person and a change in
               the composition of the Board of the Company within two years
               after the Share Acquisition Date such that the individuals who
               constitute the Board prior to the Share


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               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 30% or more of the Stock then outstanding;

          (v)  the date on which the stockholders of the Company approve a
               merger or consolidation of the Company with any other corporation
               other than:

               (A)  a merger or consolidation which would result in voting
                    securities of the Company outstanding immediately prior
                    thereto continuing to represent (either by remaining
                    outstanding or by being converted into voting securities of
                    the surviving or parent entity) 50% or more of the combined
                    voting power of the voting securities of the Company or such
                    surviving or parent entity outstanding immediately after
                    such merger or consolidation, or


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               (B)  a merger or consolidation effected to implement a
                    recapitalization of the Company (or similar transaction) in
                    which no Person acquires 50% or more of the combined voting
                    power of the Company's then outstanding securities; or

          (vi) the date 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).

     (j)  "CODE" means the Internal Revenue Code of 1986, as amended.

     (k)  "CONFIDENTIAL INFORMATION" means non-public information relating to
          the business plans, marketing plans, customers or employees of
          Polaroid other than information the disclosure of which cannot
          reasonably be expected to adversely affect the business of Polaroid.

     (l)  "CONSTRUCTIVE TERMINATION" shall occur when the Executive voluntarily
          terminates his employment with the Company or retires after the
          occurrence of one or more of the following events on or after the
          Change in Control:

          (i)  a reduction in Base Salary from the amount of Base Salary on the
               day immediately preceding the Change in Control;

          (ii) the elimination of or reduction of any benefit under any bonus,
               incentive or other employee benefit plan in effect on the day
               immediately preceding the Change in Control, without an
               economically equivalent replacement, if Executive was a
               participant or member of such plan on the day immediately
               preceding the Change in Control;

         (iii) the discontinuation of or any reduction in Executive's
               participation or membership in any bonus, incentive or other
               benefit plan in which Executive was a participant or member on
               the day immediately preceding the Change in Control, without an
               economically equivalent replacement;


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          (iv) the reassignment of Executive without Executive's consent from
               Executive's regular shift or regular duties as they existed on
               the day immediately preceding the Change in Control;

          (v)  the reassignment of Executive without Executive's consent to a
               location more than thirty (30) miles from Executive's regular
               workplace on the day immediately preceding the Change in Control;

          (vi) the reduction in Executive's job title or level in effect on the
               day immediately preceding the Change in Control;

         (vii) the provision of significantly less favorable working conditions
               than those provided on the day immediately preceding the Change
               in Control; or

        (viii) a significant diminution in duties or responsibilities or the
               reassignment of Executive to duties which represent a position of
               lesser responsibility than Executive's duties as they existed on
               the day immediately preceding the Change in Control.

     (m)  "DISABILITY" shall mean the Executive's disability within the meaning
          of the Polaroid Long Term Disability Plan.

     (n)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as in
          effect on the date in question.

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

     (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, for purposes of the Change in Control provision, 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 50% of the Voting
          Stock.


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     (s)  "TERMINATED" shall mean:

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

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

         (iii) termination within three (3) months prior to a Change of 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.

     (t)  "TERMINATION DATE" shall mean the date on which Executive is
          terminated.

     (u)  "VOTING STOCK" shall mean capital stock of any class or classes having
          general voting power under ordinary circumstances, in the absence of
          contingencies, to elect the directors of a corporation.

2.   EFFECTIVE DATE; TERM. This Agreement shall be effective immediately prior
     to a Change in Control (the "Effective Date") and shall remain in effect
     for two (2) years following such Change in Control, and such additional
     time as may be necessary to give effect to the terms of the Agreement.

3.   CHANGE IN CONTROL BENEFITS. If Executive's employment with Polaroid is
     Terminated, Executive shall be entitled to the following benefits:

     (a)  SEVERANCE BENEFITS. Within ten (10) business days after the
          Termination Date, Polaroid shall pay Executive a lump sum amount, in
          cash, equal to the greater of the severance benefit Executive would
          otherwise be entitled to receive under the Extended Severance Plan or:


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          (i)  two (2) times the sum of:

               (A)  Executive's Base Salary; and

               (B)  Executive's Annual Bonus; and

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

     (b)  CONTINUED WELFARE BENEFITS. Until the second anniversary of the
          Termination Date, Executive shall be entitled to participate in the
          Company's medical, dental, and life insurance plans, at the highest
          level provided to 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 Executive was paying immediately
          prior to Change in Control; PROVIDED, HOWEVER, that if Executive
          becomes employed by a new employer, Executive's coverage under the
          applicable Polaroid plans shall continue, but Executive's coverage
          thereunder shall be secondary to (i.e., reduced by) any benefits
          provided under like plans of such new employer.

     (c)  PAYMENT OF ACCRUED BUT UNPAID AMOUNTS. Within ten (10) business days
          after the Termination Date, Polaroid shall pay Executive:

          (i)  earned but unpaid compensation, including, without limitation,
               any unpaid portion of Executive's Bonus accrued with respect to
               the full calendar year ended prior to the Termination Date; and

          (ii) all compensation previously deferred by Executive on a
               non-qualified basis but not yet paid.

     (d)  RETIREE-MEDICAL BENEFITS. If Executive is or would become fifty-five
          (55) or older and Executive's age and service equal sixty-five (65)
          and Executive has at least five (5) years of service with the Company
          within two (2) years of Change in Control, Executive is eligible for
          retiree medical benefits (as such are determined immediately prior to
          Change in Control). Executive is eligible to commence receiving such


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          retiree medical benefits based on the terms and conditions of the
          applicable plans in effect immediately prior to the Change in Control.

     (e)  SUPPLEMENTAL RETIREMENT AND PROFIT SHARING BENEFITS.

          (i)  On the Termination Date, Executive shall become vested in the
               benefits provided under Polaroid's non-qualified defined benefit
               pension plans or any successor plans (the "Supplemental Plans").

          (ii) Within ten (10) business days after the Termination Date,
               Polaroid shall pay Executive a lump sum cash amount equal to the
               present value of Executive's accrued benefit under the
               Supplemental Plans. For purposes of computing the lump sum
               present value of Executive's accrued benefit under the
               Supplemental Plans,

               (A)  Polaroid shall credit Executive with two (2) years of plan
                    participation and service and two (2) years of age for all
                    purposes (including additional accruals and eligibility for
                    early retirement) over Executive's actual years and
                    fractional years of plan participation and service and age
                    credited to Executive on the Termination Date; and

               (B)  Polaroid shall apply the present value (and any other
                    actuarial adjustments required by this Agreement) using the
                    applicable actuarial assumptions set forth in the Pension
                    Plan. In determining Executive's benefits under this
                    paragraph (e)(B), the terms of the Supplemental Plans as in
                    effect immediately prior to the Change in Control, except as
                    expressly modified in this paragraph (e), shall govern.

     (f)  EFFECT ON EXISTING PLANS. All Change in Control provisions applicable
          to 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


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          provide the benefits payable thereunder, and may not be altered in a
          manner which adversely affects Executive without 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 the terms of these Agreements.
          Notwithstanding the foregoing, no benefits shall be paid to Executive,
          however, under the Polaroid Extended Severance Plan or any other
          severance plan maintained generally for the employees of Polaroid if
          Executive is eligible to receive severance benefits under this
          Agreement.

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

4.   MITIGATION. Executive shall not be required to mitigate damages or the
     amount of any payment provided for under this Agreement by seeking other
     employment or otherwise, and compensation earned from such employment or
     otherwise shall not reduce the amounts otherwise payable under this
     Agreement. No amounts payable under this Agreement shall be subject to
     reduction or offset in respect of any claims which Polaroid (or any other
     person or entity) may have against Executive unless specifically referenced
     herein.

5.   GROSS-UP.

     (a)  In the event it shall be determined that any payment, benefit or
          distribution (or combination thereof) by Polaroid, or one or more
          trusts established by Polaroid for the benefit of its employees, to or
          for the benefit of 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 are incurred by
          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"), Executive shall be entitled to
          receive an additional payment (a "Gross-Up Payment") in an amount such
          that after payment by 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, Executive retains an amount of the Gross-Up Payment equal to
          the Excise Tax imposed upon the Payments.


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     (b)  Subject to the provisions of Section 5(c), all determinations required
          to be made under this Section 5, 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 Executive (the "Accounting Firm") which shall
          provide detailed supporting calculations both to Polaroid and
          Executive within fifteen (15) business days of the receipt of notice
          from Executive that there has been a Payment, or such earlier time as
          is requested by Polaroid. 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), Executive shall appoint another
          nationally recognized accounting firm to make the determinations
          required hereunder (which accounting firm shall then be referred to as
          the Accounting Firm hereunder). All fees and expenses of the
          Accounting Firm shall be borne solely by Polaroid. Any Gross-Up
          Payment, as determined pursuant to this Section 5, shall be paid by
          Polaroid to 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 Executive, it shall so
          indicate to Executive in writing. Any determination by the Accounting
          Firm shall be binding upon Polaroid and 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
          Polaroid should have been made ("Underpayment"), consistent with the
          calculations required to be made hereunder. In the event that Polaroid
          exhausts its remedies pursuant to Section 5(c) and 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
          Polaroid to or for the benefit of Executive.

     (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


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          given as soon as practicable but no later than ten (10) business days
          after the Executive is informed in writing of such claim and shall
          apprise the Company of the nature of such claim and the date on which
          such claim is requested to be paid (but the Executive's failure to
          comply with this notice obligation shall not eliminate his rights
          under this Section except to the extent Polaroid's defense against the
          imposition of the Excise Tax is actually prejudiced by any such
          failure). The Executive shall not pay such claim prior to the
          expiration of the thirty (30) day period following the date on which
          he gives such notice to the Company (or such shorter period ending on
          the date that any payment of taxes with respect to such claim is due).
          If the Company notifies the Executive in writing prior to the
          expiration of such period that it desires to contest such claim, the
          Executive shall:

          (i)  give Polaroid any information reasonably requested by Polaroid
               relating to such claim;

          (ii) take such action in connection with contesting such claim as
               Polaroid shall reasonably request in writing from time to time,
               including, without limitation, accepting legal representation
               with respect to such claim by an attorney reasonably selected by
               Polaroid;

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

          (iv) permit Polaroid to participate in any proceedings relating to
               such claim;

          PROVIDED, HOWEVER, that Polaroid 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 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 5(c),
          Polaroid 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 Executive to pay the tax claimed and sue for a refund or
          contest the claim in


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          any permissible manner, and 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 Polaroid
          shall determine; PROVIDED, HOWEVER, that if Polaroid directs Executive
          to pay such claim and sue for a refund, Polaroid shall advance the
          amount of such payment to Executive, on an interest-free basis, and
          shall indemnify and hold 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 Executive is required to extend the statute
          of limitations to enable Polaroid to contest such claim, Executive may
          limit this extension solely to such contested amount. Polaroid's
          control of the contest shall be limited to issues with respect to
          which a Gross-Up Payment would be payable hereunder and 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 receipt by Executive of an amount advanced by Polaroid
          pursuant to Section 5(c), Executive receives any refund with respect
          to such claim, Executive shall (subject to Polaroid's complying with
          the requirements of Section 5(c)) promptly pay to Polaroid the amount
          of such refund (together with any interest paid or credited thereon
          after taxes applicable thereto). If, after the receipt by Executive of
          an amount advanced by Polaroid pursuant to Section 5(c), a
          determination is made that Executive shall not be entitled to any
          refund with respect to such claim and Polaroid does not notify
          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.

6.   TERMINATION FOR CAUSE. Nothing in this Agreement shall be construed to
     prevent Polaroid from terminating Executive's employment for Cause. If
     Executive is terminated for Cause, Polaroid shall have no obligation to
     make any payments under this Agreement, except for payments that may
     otherwise be payable under then existing employee benefit plans, programs
     and arrangements of Polaroid.


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7.   INDEMNIFICATION; DIRECTOR'S AND OFFICER'S LIABILITY INSURANCE. Executive
     shall, after the Termination Date, retain all rights to indemnification
     under applicable law or under Polaroid Certificate of Incorporation or the
     Polaroid By-Laws, as they may be amended or restated from time to time. In
     addition, Polaroid shall maintain Director's and Officer's liability
     insurance on behalf of Executive at the better of the level in effect
     immediately prior to the Change in Control or the Executive's Termination
     Date, for the two (2) year period following the Termination Date, and
     throughout the period of any applicable statute of limitations.

8.   CONFIDENTIALITY. Without the prior written consent of the Company, except
     to the extent required by an order of a court having competent jurisdiction
     or under subpoena from an appropriate government agency, the Executive
     shall comply with the Confidentiality Agreement he executed when hired, and
     shall not disclose any trade secrets, customer lists, drawings, designs,
     information regarding product development, marketing plans, sales plans,
     manufacturing plans, management organization information (including data
     and other information relating to members of the Board and management),
     operating policies or manuals, business plans, financial records or other
     financial, commercial, business or technical information relating to the
     Company or any of its subsidiaries or information designated as
     confidential or proprietary that the Company or any of its Subsidiaries may
     receive belonging to suppliers, customers or others who do business with
     the Company or any of its subsidiaries (collectively, "Confidential
     Information") to any third person unless such Confidential Information has
     been previously disclosed to the public by the Company or is in the public
     domain (other than by reason of Executive's breach of this Section 8).

9.   DISPUTES. Any dispute or controversy arising under or in connection with
     this Agreement shall be settled exclusively by arbitration in Boston,
     Massachusetts or, at the option of Executive, in the county where Executive
     then resides, 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.

10.  COSTS OF PROCEEDINGS. Polaroid shall pay all costs and expenses, including
     attorneys' fees and disbursements, at least monthly, of Executive in
     connection with any legal proceeding (including arbitration), whether or
     not instituted by Polaroid or Executive, relating to the


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     interpretation or enforcement of any provision of this Agreement, except
     that if Executive instituted the proceeding and the judge, arbitrator or
     other individual presiding over the proceeding affirmatively finds that
     Executive instituted the proceeding in bad faith, Executive shall pay all
     costs and expenses, including attorneys' fees and disbursements, of
     Executive. Polaroid shall pay pre-judgment interest on any money judgment
     obtained by 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
     Executive under this Agreement.

11.  ASSIGNMENT. Except as otherwise provided herein, this Agreement shall be
     binding upon, inure to the benefit of and be enforceable by Polaroid and
     Executive and their respective heirs, legal representatives, successors and
     assigns. If Polaroid shall be merged into or consolidated with another
     entity, the provisions of this Agreement shall be binding upon and inure to
     the benefit of the entity surviving such merger or resulting from such
     consolidation. Polaroid will require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business or assets of Polaroid, by agreement in
     form and substance satisfactory to Executive, to expressly assume and agree
     to perform this Agreement in the same manner and to the same extent that
     Polaroid would be required to perform it if no such succession had taken
     place. The provisions of this Section 11 shall continue to apply to each
     subsequent employer of Executive hereunder in the event of any subsequent
     merger, consolidation or transfer of assets of such subsequent employer.

12.  PAYMENTS IN EVENT OF DEATH. Should the Executive become eligible to receive
     payments and benefits under this Agreement and die prior to receipt of all
     such payments and benefits, the residual payments shall be made to the
     beneficiaries identified on the Executive's beneficiary form for the
     Executive Deferral Compensation Plan. 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.

13.  WITHHOLDING. Polaroid may, to the extent required by law, withhold
     applicable federal, state and local income and other taxes from any
     payments due to Executive hereunder.


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14.  APPLICABLE LAW. This Agreement shall be governed by and construed in
     accordance with the laws of the Commonwealth of Massachusetts applicable to
     contracts made and to be performed therein.

15.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
     the parties and, except as expressly provided herein, supersedes all other
     prior agreements concerning the effect of a Change in Control on the
     relationship between Polaroid and Executive. This Agreement may be changed
     only by a written agreement executed by Polaroid and Executive.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the 6th day of June 2001.

                                                 POLAROID CORPORATION


                                                 By /S/ GARY T. DICAMILLO
                                                    ------------------------
                                                        Gary T. DiCamillo





/S/ WILLIAM L. FLAHERTY
------------------------------
William L. Flaherty
Executive Vice President and
     Chief Financial Officer







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