Exhibit 10.6


                         POLAROID NON-QUALIFIED
                    DEFERRED COMPENSATION TRUST

    THIS AGREEMENT is made as of the 31 day of March, 1997, by
and between POLAROID CORPORATION, a corporation having its
principal office at (the "Company") and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company having its
principal office at 225 Franklin Street, Boston, Massachusetts
02110 (the "Trustee").

                         W I T N E S S E T H

    WHEREAS, the Company has incurred and expects to continue
to incur certain unfunded deferred compensation liabilities to
or with respect to members of  its Board of Directors and
certain employees pursuant to supplemental executive retirement
plans (SERPS) including elective  deferred compensation plans
identified on Exhibit A attached hereto, together with such
additional deferred compensation plans as may be designated in
writing by the Company to the Trustee from time to time
(hereinafter the "Plans");

    WHEREAS, the Company desires to provide additional
assurance to some or all such employees (the "Participants") and
their beneficiaries or estates under the Plans (collectively,
the "Beneficiaries") that their unfunded deferred compensation
rights under the Plans will in the future be met or
substantially met by application of the procedures set forth
herein;

     WHEREAS, the Company wishes to establish a trust
(hereinafter called "Trust'') and to contribute to the Trust
assets that shall be held therein, subject to the claims of
Company's creditors in the event of Company's Insolvency, as
herein defined, until paid to Participants and their
beneficiaries in such manner and at such times as specified in
the Plans;

    WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect
the status of the Plans as an unfunded plan maintained for the
purpose of providing deferred compensation for non-employee
members of the Board of Directors or a select group of
management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974;



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    WHEREAS, it is the intention of Company to make
contributions to the Trust to provide itself with a source of
funds to assist it in the meeting of its liabilities under the
Plans;

    WHEREAS, the Company wishes to establish separate accounts
(hereinafter the "Accounts") with respect to Participants in
order to provide a source of payments as such are required under
the terms of such Plans;

     WHEREAS, contributions credited to each separate Account,
as determined by the Company from time to time in its sole
discretion, and the earnings thereon shall be used by the
Trustee solely in satisfaction of the liabilities of the Company
with respect to the Participant for whom such Account has been
established and expenses as provided herein and such utilization
shall be in accordance with the procedures set forth herein;

     WHEREAS, upon satisfaction of all liabilities of the
Company with respect to a Participant in respect of whom an
Account has been established, the balance, if any, remaining in
the Account of such Participant shall be allocated to the
Accounts of other Participants for whom Accounts have been
established in accordance with the procedures set forth herein;

     WHEREAS, upon satisfaction of all liabilities of the
Company with respect to all Participants in respect of whom
separate Accounts have been established, the balance, if any,
remaining in such Accounts shall revert to the Company, except
that all amounts in all such Accounts shall at all times be
subject under this Agreement to the claims of the Company's
creditors as hereinafter provided;

     WHEREAS, the Trustee has agreed to act as Trustee of the
trust fund created hereunder and to hold and administer such
assets as may be delivered to it as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and mutual
and independent promises herein, the parties hereto do hereby
establish the Trust and covenant and agree that the Trust shall
be comprised, held and disposed of as follows:



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                              ARTICLE I
                         ESTABLISHMENT OF TRUST

1.01 Establishment of Trust.
     (a)  The Company hereby establishes with the Trustee a grantor
          trust consisting solely of such sums of money and such property
          acceptable to the Trustee as shall from time to time be paid or
          delivered to the Trustee and the earnings and profits thereon.
     (b)  Company hereby deposits with Trustee in the trust
          approximately 5,580,000 which shall become the principal of the
          Trust to be held, administered and disposed of by Trustee as
          provided in this Trust Agreement.
     (c)  The Trust established hereunder shall be known as the
          Polaroid Deferred Compensation Trust.
     (d)  All such money and property, all investments made therewith
          and proceeds thereof, less the payments or other distributions
          which, at the time of reference, shall have been made by the
          Trustee, as authorized herein, are referred to herein as the
          "Fund" and shall be held by the Trustee, in trust, in accordance
          with the provisions of this Agreement.
     (e)  The Trust hereby established shall be irrevocable.
     (f)  The Trust is intended to be a grantor trust, of which
          Company is the grantor, within the meaning of subpart E, part I,
          subchapter J, chapter I, subtitle A of the Internal Revenue Code
          of 1986, as amended, and shall be construed accordingly.
     (g)  The principal of the Trust, and any earnings thereon shall
          be held separate and apart from other funds of Company and shall
          be used exclusively for the uses and purposes of Plan
          participants and general creditors as herein set forth.
     (h)  Plan participants and their beneficiaries shall have no
          preferred claim on, or any beneficial ownership interest in, any
          assets of the Trust. Any rights created under the Plans and this
          Trust Agreement shall be mere unsecured contractual rights of
          Plan participants and their beneficiaries against Company.
     (i)  Any assets held by the Trust will be subject to the claims
          of Company's general creditors under federal and state law in the
          event of Insolvency, as defined in Section 3.4 herein.
     (j)  Company, in its sole discretion, may at any time, or from
          time to time, make additional deposits of cash or other property
          in trust with Trustee to augment the principal to be held,
          administered and disposed of by Trustee as provided in the Trust
          Agreement. Neither Trustee nor any Plan participant or
          beneficiary shall have any right to compel such additional
          deposits.



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1.02 Change of Control.  To the extent that the some of the
     Plans to which this Trust applies are not fully funded, the
     Company shall 10 days prior to a Change of Control, as
     defined herein, make an irrevocable contribution to the
     Trust in an amount that is sufficient to pay each Plan
     participant or beneficiary the benefits to which Plan
     participants or their beneficiaries would be entitled
     pursuant to the terms of the Plans as of the date on which
     the Change of Control occurred.

1.03 Trustee Responsibilities.
     (a)  The Trustee shall hold, manage, invest and otherwise
          administer the Fund pursuant to the terms of this Agreement.
     (b)  The Trustee shall be responsible only for contributions
          actually received by it hereunder. The amount of each
          contribution made by the Company to the Fund shall be determined
          in the sole discretion of the Company, and the Trustee shall have
          no duty or responsibility with respect thereto.
     (c)  Except as otherwise specifically agreed to by the Trustee,
          the Trustee shall not be responsible for the administration of
          any Plan (including without limitation the determination of Plan
          participation rights of employees of the Company and the
          determination of benefits of the Participants of any Plan);
          provided, however, that upon a Change in Control the Trustee
          shall maintain Participant Accounts as provided in Sections 1.05
          and 2.05, and shall make payments to Participants as provided in
          Section 3.01.
     (d)  The Trustee shall not have any authority or obligation to
          determine the adequacy of or to enforce the collection from the
          Company of any contribution to the Fund.  Except to the extent
          that the Trustee has otherwise specifically agreed in writing,
          the Trustee shall not be responsible, directly or indirectly, for
          the investment or reinvestment of the assets of the Fund, which
          investment and reinvestment shall be the sole responsibility of
          the Company unless otherwise delegated by the Company as provided
          in this Agreement, however, that upon a Change in Control the
          Trustee shall become responsible for the investment and
          reinvestment of the assets of the Fund as elsewhere provided
          herein.



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1.04  Participant Accounts.  Depending upon the Plan to which
     this Trust applies, the Company shall maintain a separate
     Account for each Participant.  Appendix A shall set forth
     by Plan, the terms and conditions of this Trust which shall
     apply.
1.05 Participant Accounts Following Change in Control.
     (a)  Notwithstanding the foregoing, upon a "Change in Control",
          the Trustee shall become responsible for the maintenance of a
          separate Account for each Participant under each Plan and for the
          periodic adjustments of such Accounts in accordance with the
          procedures described herein.
     (b)  The Trustee may select and retain a third party
          administrator to maintain such Accounts. The full expense
          incurred by the Trustee in maintaining such separate Accounts
          shall be paid by the Company, and until so paid shall constitute
          a charge upon the Fund.
     (c)  "Change in Control" shall have the same meaning as "Trigger
          Date" in the Polaroid Extended Severance Plan (set forth as
          Appendix B which may be amended from time to time).  In such
          event the Trustee will be notified within 24 hours, such
          notification shall be conclusive and may be relied upon by the
          Trustee.  Should the Company fail to provide the Trustee notice
          and the Trustee through independent means reasonably determine
          that a Change in Control has occurred, the Company or its
          successor shall indemnify the Trustee in making this decision.
     (d)  As soon as practicable following a Change in Control, the
          Trustee shall distribute to each Participant the full cash value
          of his account.

                              ARTICLE II
                         MAINTENANCE OF TRUST

2.01 Funding of Trust and Plans.
     (a)  The Company represents and agrees that the Trust established
          under this Agreement does not fund and is not intended to fund
          the Plans or any other employee benefit plan or program of the
          Company but shall be utilized by the Company in a manner set
          forth in Appendix A below, subject to the other terms and
          conditions of this Plan.
     (b)  Such Trust is and is intended to be a depository arrangement
          with the Trustee for the setting aside of cash and other assets
          of the Company as and when it so determines in its sole
          discretion for the meeting of part or all of its future
          retirement obligations to the Participants and their
          Beneficiaries under the Plans.  Contributions by the Company to
          the Trust shall be in amounts determined solely by the Company.
          The Company shall make its contributions to the Trust in
          accordance with appropriate corporate action and the Trustee
          shall have no responsibility with respect thereto, except to add
          such contributions to the Fund.  The purpose of this Trust is to
          provide a fund from which retirement benefits may be payable
          under the Plans and as to which Participants and their
          Beneficiaries may, by exercising the procedures set forth herein,
          have access to some or all of their benefits as such become due
          without having the payment of such benefits subject to the
          administrative control of the Company unless the Company becomes
          insolvent as defined below.



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2.02      Company as Owner.  Nothing provided in this Agreement
     shall relieve the Company of its liabilities to pay the
     retirement benefits provided under the Plans except to the
     extent such liabilities are met by application of Fund
     assets.  It is the intent of the Company to have each
     Account established hereunder treated as a separate trust
     designed to satisfy in whole or in part the Company's legal
     liability under the Plan in respect of the Participant for
     whom such Account has been established. The Company,
     therefore, agrees that all income, deductions and credits
     for each such Account belong to it as owner for income tax
     purposes and will be included on the Company's income tax
     returns.

2.03      Non-ERISA Plans.  The Company further represents that
     the Plans are either unfunded deferred compensation
     arrangements for members of its Board of Directors and a
     select group of highly-compensated and management
     employees, excess benefit plans or plans not covering
     employees, and as such are exempt from the application of
     the Employee Retirement Income Security Act of 1978
     ("ERISA") except for the limited disclosure requirements
     applicable to such plans (other than excess benefit and non-
     employee plans) for which the Company bears full
     responsibility as to compliance.  The Company further
     represents that the Plans are not qualified under Section
     401 of the Internal Revenue Code ("Code") and therefore are
     not subject to any of the Code requirements applicable to
     tax-qualified plans.

2.04      Participants as Unsecured Creditors. Participants and
     their Beneficiaries shall have the rights under this
     Agreement of unsecured general creditors of the Company and
     shall not have any preferred claim on, or any beneficial
     ownership interest in, the Fund prior to the time amounts
     in the Fund are paid to such Participants or Beneficiaries
     as benefits under this Agreement.



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2.05 Recordkeeping After Change in Control. The Trustee shall
     maintain all records dealing with the Fund and its
     investment and such other Participant records as are
     contemplated by this Agreement, including the maintenance
     of the separate Accounts of each Participant under this
     Agreement after a Change in Control.  All such records
     shall be made available promptly on the request of the
     Company.  After a Change in Control, the Trustee shall also
     prepare and distribute Participants' annual statements.

2.06 Information to be Provided to Trustee.
     (a)  The Company shall maintain and furnish the Trustee with such
         reports, documents and information as shall be required by the
         Trustee to perform its duties and discharge its responsibilities
         under this Agreement, including without limitation a certified
         copy of each of the Plans and any and all amendments thereto.
     (b)  The Company shall also furnish the Trustee written reports
         setting forth the name, address, date of birth, and social
         security or tax identification number of each Participant and
         Beneficiary, a listing of the adjusted value of each separate
         Account as of each valuation date on an annual basis listing each
         Participants accrued benefit in each Plan set forth in Appendix
         A.  This information shall also be provided immediately prior to
         a Change in Control.
     (c)  The Trustee shall be entitled to rely on the most recent
         reports, documents and information furnished to it by the
         Company.
     (d)  The Company shall be required to promptly notify the Trustee
         as to the termination of employment of any Participant by death,
         retirement or otherwise.
     (e)  Notwithstanding the foregoing, at any time after a Change in
         Control, the Trustee may rely upon information provided to the
         Trustee by the Participant (or the Beneficiary of a deceased
         Participant).
     (f)  The Trustee shall be provided with such valuations and
         reports as are necessary to enable the Trustee to fulfill its
         obligations under this Agreement from each Investment Manager and
         insurance companies holding contracts held by this Trust, and the
         Trustee shall be fully protected in relying upon such valuations
         and reports.

2.07 Authorized Persons for the Company.



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     (a)  After the execution of this Agreement, the Company shall
         promptly file with the Trustee a certified list of the names and
         specimen signatures of the officers of the Company and any
         delegee authorized to act for it.
     (b)  All certifications, notices and directions by any such
         authorized person or persons to the Trustee shall be in writing
         signed by such person or persons.  The Trustee may rely on any
         such certification, notice or direction signed by such authorized
         person or persons.
     (c)  The Company shall promptly notify the Trustee of the
         addition or deletion of any person's name to or from such list,
         respectively.
     (d)  The Trustee shall have no responsibility for acting or not
         acting in reliance upon any notification believed by the Trustee
         to have been so signed by a duly authorized person of the
         Company.  If at any time there is no person authorized to act
         under this Agreement in behalf of the Company, the Board of
         Directors of the Company (or if the Board has ceased to exist,
         the individuals who last served as Directors) shall have the
         authority to act hereunder.

                              ARTICLE III
                    DISTRIBUTIONS UNDER THE TRUST

3.01 Payments to Participants.
     (a)  Unless payments are being made after a Change of Control,
          the entitlement of a Participant or his or her beneficiaries to
          benefits under the Plans shall be determined by authorized person
          at Company and any claim for such benefits shall be considered
          and reviewed under the procedures set out in the Plans.
     (b)  Company shall deliver to Trustee a schedule (the "Payment
          Schedule") that indicates the amounts payable in respect of each
          Participant (and his or her beneficiaries), that provides a
          formula or other instructions acceptable to Trustee for
          determining the amounts so payable, the form in which such amount
          is to be paid (as provided for or available under the Plans), and
          the time of commencement for payment of such amounts.
     (c)  Except as otherwise provided herein, Trustee shall make
          payments to the Participants and their beneficiaries in
          accordance with such Payment Schedule.  Such schedules shall
          include the amount of such benefits, the manner of payment and
          the name, address and social security number of the recipient.



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     (d)  Upon Change of Control the Trustee shall initiate payments
          upon request of  the Participant (or by the Beneficiary with
          respect to a deceased Participant) that such Participant (or
          Beneficiary) has become entitled to receive benefit payments
          under the Plan.  This request, however, must be consistent with
          the information provided to the Trustee prior to Change of
          Control.  The Trustee shall take such reasonable steps as it, in
          its sole discretion, determines are necessary to verify any claim
          by a Participant (or Beneficiary) that such Participant (or
          Beneficiary) has become entitled to receive benefit payments
          under a Plan and to verify any information provided by such
          Participant (or Beneficiary) as to the amount of such benefits
          and the manner of their payment.  If there is a discrepancy, the
          Trustee has authority to rely on the information provided by the
          Company prior to Change of Control.
     (e)   All benefits payable from the Fund to a Participant (or a
          Beneficiary) under a Plan shall be paid solely from the separate
          Account established with respect to such Participant under such
          Plan, and only if and to the extent the amounts credited to the
          Participant's Account are sufficient therefor, and such
          Participant's Account established hereunder with respect to such
          Plan shall be charged with the amount of such payments.
     (f)  The Trustee shall make provisions in accordance with this
          Agreement for the reporting and withholding of any federal, state
          or local taxes that may be required to be withheld with respect
          to the payment of benefits pursuant to the terms of the Plans and
          shall pay amounts withheld to the appropriate taxing authorities
          or determine that such amounts have been reported, withheld and
          paid by Company.
     (g)  Notwithstanding anything to the contrary in this Agreement,
          the Company may make payment of benefits as provided in a Plan
          identified in Appendix A directly to Participants or their
          beneficiaries as they become due under the terms of the Plans. 
          Company shall notify Trustee thirty (30) days prior to  its
          decision to make payment of benefits directly, unless such other
          time is mutually agreed upon.
     (h)  If the principal of the Trust, and any earnings thereon, are
          not sufficient to make payments of benefits in accordance with
          the terms of the Plans, Company shall make the balance of each
          such payment as it falls due. Trustee shall notify Company where
          principal and earnings are not sufficient.
     (i)  The Trustee shall have no responsibility for and shall incur
          no liability with respect to any payment made pursuant to a
          direction received in accordance with this Section or, in the
          event of a dispute the Trustee shall submit the matter to the
          Arbitrator pursuant to Section 8.08 of this Agreement.



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3.02 Company Insolvency.
     (a)  At all times during the continuance of this Trust, as
          provided in Section 1.01 hereof, the principal and income of the
          Trust shall be subject to claims of general creditors of Company
          under federal and state law as set forth below.  The Company
          shall be considered to be Insolvent if  it is unable to pay its
          debts as they fall due; or, bankruptcy or insolvency proceedings
          are initiated by its creditors or the Company or any third party
          under the Bankruptcy Act of the United States or the bankruptcy
          laws of any State alleging that the Company is insolvent or
          bankrupt.
     (b)  By its approval and execution of this Agreement, the Company
          represents and agrees that its Board of Directors and Chief
          Executive Officer, as from time to time acting, shall have the
          duty to inform the Trustee in writing of the Company's Insolvency
          and the Trustee shall be entitled to rely thereon to the
          exclusion of all directions or claims to pay benefits thereafter
          made.
     (c)  Notwithstanding any provision in this Agreement to the
          contrary, if at any time while the Trust is still in existence
          the Company becomes insolvent (as defined in subsection (a)
          above), the Trustee shall upon written notice thereof suspend the
          payment of all benefits from the Fund.
     (d)  The Trustee shall thereafter hold the Fund in suspense until
          it receives a court order directing the disposition of the Fund;
          provided, however, the Trustee may deduct or continue to deduct
          its fees and expenses and other expenses of the Trust, including
          taxes, pending the receipt of such court order.
     (e)  If a person, considered by the Trustee to be reliable and
          responsible, claiming to be a creditor of Company, alleges in
          writing to Trustee that Company has become Insolvent, Trustee
          shall determine whether Company is Insolvent and, pending such
          determination, Trustee shall discontinue payment of benefits to
          Plan participants or their beneficiaries.
     (f)  Unless Trustee has actual knowledge of Company's Insolvency,
          or has received notice from Company or a person claiming to be a
          creditor alleging that Company is Insolvent, Trustee shall have
          no duty to inquire whether Company is Insolvent. Trustee may in
          all events rely on such evidence concerning Company's solvency as
          may be furnished to Trustee and that provides Trustee with a
          reasonable basis for making a determination concerning Company's
          solvency.



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     (g)  Notwithstanding anything in this Agreement to the contrary,
          nothing in this Agreement shall in any way diminish any rights of
          Participants or their beneficiaries to pursue their rights as
          general creditors of Company with respect to benefits due under
          the Plans otherwise.

3.03 Trustee Actions After Insolvency.  If after an event of
     Insolvency, the Company later becomes solvent without the
     entry of a court order concerning the disposition of the
     Fund, the Company shall by written notice so inform the
     Trustee and the Trustee shall thereupon resume all its
     duties and responsibilities under this Agreement without
     regard for this Section until and unless the Company again
     becomes Insolvent as such term is defined herein.  Provided
     that there are sufficient assets, if Trustee discontinues
     the payment of benefits from the Trust pursuant to this
     Section 3.02 above and subsequently resumes such payments,
     the first payment following such discontinuance shall
     include the aggregate amount of all payments due to Plan
     participants or their beneficiaries under the terms of the
     Plans for the period of such discontinuance, less the
     aggregate amount of any payments made to Participants or
     their beneficiaries by Company in lieu of the payments
     provided for thereunder during any such period of
     discontinuance.

3.04 Satisfaction of Liabilities.  Upon the satisfaction of all
     Company liabilities under a Plan to a Participant (and such
     Participant's Beneficiary) for whom an Account has been
     established thereunder, the balance, if any, remaining in
     such Participant's Account shall thereupon be reallocated
     ratably to the Accounts of all Participants being continued
     under such Plan (including Accounts which may have
     previously been reduced to a zero balance) in the ratio
     that liabilities in respect of each such Participant (and
     Beneficiary) under such Plan bear to the total liabilities
     to all such Participants (and Beneficiaries) for whom
     Accounts have been established thereunder with respect to
     such Plan.  Upon the satisfaction of all Company
     liabilities under a Plan the balance, if any, remaining in
     the Accounts under such Plan shall thereupon be reallocated
     ratably to the Accounts of Participants (and Beneficiaries)
     under the other Plans covered by this Agreement (including
     Accounts which may have previously been reduced to a zero
     balance) in the ratio that liabilities to each such
     Participant (and Beneficiary) under such Plans bear to the
     total liabilities to all such Participants (and
     Beneficiaries) for whom Accounts have been established
     thereunder.  Upon the satisfaction of all Company
     liabilities under all Plans, the Trustee shall thereupon
     hold or distribute the Fund in accordance with the written
     instructions of the Company.



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3.05 Irrevocable Status of Trust
     (a)  At no time prior to the Company's Insolvency, as defined in
          Section 3.02, or the satisfaction of all liabilities of the
          Company under the Plans in respect of all Participants and
          Beneficiaries having Accounts thereunder shall any part of the
          Fund revert to the Company.
     (b)  Except as provided in Section 3.02 hereof, after the Trust
          has become irrevocable, Company shall have no right or power to
          direct Trustee to return to Company or to divert to others any of
          the Trustee assets before all payment[s] of benefits have been
          made to Plan participants and their beneficiaries pursuant to the
          terms of the Plans.

3.06 Tax Withholding.  The Trustee shall withhold from any
     payment to a Participant (or a Beneficiary) the amount
     required by law to be so withheld under federal, state and
     local wage withholding requirements or otherwise, and shall
     pay over to the appropriate government authority the amount
     withheld.  The Trustee may rely on instructions from the
     Company as to any required withholding and shall be fully
     protected in relying on such instructions.  For purposes of
     the preceding sentence, a failure by the Company to provide
     any instructions as to required withholding may be deemed
     by the Trustee to be an instruction by the Company that no
     withholding is required.

                         ARTICLE IV
                    TUSTEE RESPONSIBILITIES

4.01 Standard of Care.
     (a)  The Trustee and each Investment Manager appointed to invest
          assets in this Trust shall act with the care, skill, prudence and
          diligence under the circumstances then prevailing that a prudent
          man acting in a like capacity and familiar with such matters
          would use in the conduct of an enterprise of a like character and
          with like aims.  Notwithstanding the forgoing; the Trustee shall
          incur no liability to anyone for any action taken pursuant to a
          direction, request, or approval given in writing by the Company
          and contemplated by and complying with the terms of this
          Agreement or any of the Plans, or for any failure to take any
          action in the absence of such a direction, request or approval.



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     (b)  The duties of the Trustee shall only be those specifically
          undertaken pursuant to this Agreement or by means of a separate
          written agreement.
     (c)  The Trustee may consult with legal counsel (who may be
          counsel for the Trustee or for the Company) with respect to any
          of its duties or obligations thereunder, and shall be fully
          protected in acting or refraining from acting in accordance with
          the advice of such counsel.


4.02  Trustee Powers.
     (a)  The Trustee shall have, without exclusion, all powers
          conferred on Trustees by applicable law, unless expressly
          provided otherwise herein, provided, however, than if an
          insurance policy is held as an asset of the Trust, Trustee shall
          have no power to name a beneficiary of the policy other than the
          Trust, to assign the policy (as distinct from conversion of the
          policy to a different form) other than to a successor Trustee, or
          to loan to any person the proceeds of any borrowing against such
          policy.
     (b)  Notwithstanding any powers granted to Trustee pursuant to
          this Trust Agreement or to applicable law, Trustee shall not have
          any power that could give this Trust the objective of carrying on
          a business and dividing the gains therefrom, within the meaning
          of section 301.7701-2 of the Procedure and Administrative
          Regulations promulgated pursuant to the Internal Revenue Code.

4.03 Investment of Trust Assets Prior to Change of Control.
     Unless an Investment Manger has been appointed pursuant to
     Section, or the Company and the Trustee have mutually
     agreed in a separate writing that the Trustee shall have
     and exercise investment discretion, in either case with
     respect to all or an portion of the assets of the Trust the
     Company shall have complete discretion with respect to the
     investment of such assets at all times prior to a Change in
     Control, and shall direct the Trustee accordingly.

4.04 Investment of Trust Assets After a Change of Control.
     After a Change in Control, the Trustee shall have and
     exercise investment discretion with respect to all assets
     of the Trust, including the power to appoint an Investment
     Manager (who may be an affiliate of the Trustee).  Subject
     to the foregoing, the Trustee shall have the power:



                                    -13-
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     (a)  to purchase, receive or subscribe for any securities or
          other property,
     (b)  to retain in trust such securities or other property,
          without being limited to the classes of property in which
          trustees are authorized to invest by any law or any rule of court
          of any state and without regard to the proportion any such
          property may bear to the entire amount of the Fund;
     (c)  to retain any securities issued by the Company and received
          by the Trustee;
     (d)  to sell for cash or on credit, to grant options, convert,
          redeem, exchange for other securities or other property, to enter
          into standby agreements for future investment, either with or
          without a standby fee, or otherwise to dispose of any securities
          or other property held by it;
     (e)  to vote in person or by proxy, or to refrain from voting, in
          respect of any securities held by the Fund, and to give general
          or special proxies or powers of attorney with or without power of
          substitution, and to exercise any conversion privileges,
          subscription rights or other options; to oppose or consent to
          reorganizations, recapitalizations, consolidations, mergers and
          similar transactions with respect to such securities; and
          generally to exercise any of he powers of an owner with respect
          to any securities or other property held by the Fund;
     (f)  with respect to any investment, to consent or object to or
          otherwise request any action or nonaction on the part of any
          corporation, association or trust or of the directors, officers,
          stockholders or trustees of any such corporation, association or
          trust:
     (g)  to settle, compromise or submit to arbitration any claims
          debts or damages due or owing to or from the Fund;
     (h)  to deposit any property in any voting trust, or with any
          protective, reorganization or similar committee, or with
          depositories designated thereby; to delegate power thereto; and
          to pay or agree to pay part of its expenses and compensation and
          any assessments levied with respect to any property so deposited;
     (i)  to deposit securities with custodians, subcustodians, or
          securities clearing corporations or depositories or similar
          organizations, whether located within the Commonwealth of
          Massachusetts or elsewhere in the United States or abroad;
     (j)  to commence or defend suits or legal proceedings and to
          represent the Fund in all suits or legal proceedings in any court
          or before any other body or tribunal (provided, however, that the
          Trustee shall have no obligation to take any legal action for the
          benefit of the Fund unless it shall be first indemnified for all
          expenses in connection therewith, including without limitation
          counsel fees);



                                    -14-
<PAGE>



     (k)  to hold uninvested any monies received by it, without
          liability for interest thereon, until such monies shall be
          invested, reinvested or disbursed;
     (l)  to register or cause to be registered any securities or
          other property-held by it thereunder in its name or in the name
          of any nominee with or without indication of the capacity in
          which the securities shall be held, and to hold any securities
          in;
     (m)  to employ suitable agents and legal counsel, who may be
          counsel for the Company or the Trustee, and, as a part of its
          reimbursable expenses under this Agreement, to pay such agent's
          and counsel's reasonable compensation and expenses;
     (n)  to appoint one or more individuals or corporations as a
          custodian of any property and, as a part of its reimbursable
          expenses under this Agreement, to pay the reasonable compensation
          and expenses of any such custodian;
     (o)  for the purpose of the Fund, to borrow money in such amounts
          and upon such terms and conditions as shall be deemed advisable
          or proper to carry out the purposes of the Fund, from others, to
          issue its promissory note or notes therefor, and to secure the
          repayment thereof by pledging any property held by it;
     (p)  to form any corporation, association, partnership, or joint
          venture under the laws of any jurisdiction, or to participate in
          the forming of any such corporation, association, partnership, or
          joint venture, or to acquire an interest in or otherwise make use
          of any corporation, association, partnership, or joint venture
          for he purpose of facilitating the Fund's investing in and
          holding title to any property;
     (q)  for the purpose of facilitating the Fund's investing in and
          holding title to real or personal property or part interests
          therein, whatever situate, to appoint one or more individuals or
          corporations as a subtrustee or subtrustees, and to pay the
          reasonable compensation and expenses of each such subtrustee. Any
          such subtrustee, upon being appointed, shall act with such one or
          more of all of the powers, authorities, discretion, duties and
          functions of the Trustee under this Section as shall be
          designated in the instrument establishing such subtrust
          including, without limitation, the power to receive and hold
          property, real or personal, or part interest therein, oil,
          mineral or gas properties, royalty interests or rights, including
          equipment pertaining thereto, leaseholds, mortgages and other
          interests in realty, situated in any state of the United States
          of America in which the subtrustee is authorized to act as a
          trustee;



                                    -15-
<PAGE>



     
     (r)  to lease any property, to sell or acquire any property (at
          public or private sale and for cash or on credit), to grant or
          acquire options for the purchase of any property and generally to
          make, execute, acknowledge and deliver any and all deeds, leases,
          assignments and instruments whenever such action may be required
          to perform its obligations thereunder; to write or purchase call
          or put options; to trade in financial options and futures,
          including index options and options on futures and to take
          appropriate actions in connection therewith; to purchase and sell
          foreign exchange and contracts for foreign exchange, including
          transactions with the Trustee, its affiliates, agents or
          subcustodians; to invest at State Street Bank and Trust Company
          (i)  in any type of interest bearing investment (including but
               not limited to savings accounts, money market accounts,
               certificates of deposit and repurchase agreements) and
          (ii) in non-interest bearing accounts (including but not
               limited to checking accounts) and
         (iii) in common or collective investment funds managed by the
               Trustee.
     Generally to do all actions, exclusive of acts involving
     investment management discretion, which the Trustee may
     deem necessary or desirable for the protection of the Fund.

4.05 Definition of Securities.  Wherever used in this Agreement,
     the term "securities" shall include bonds, mortgages,
     notes, obligations, warrants and stocks of any class,
     certificates of participating or shares of any mutual
     investment company, trust or fund, and such other evidences
     of indebtedness and certificates of interest as are usually
     referred to by the term "securities," and the term
     "property" shall include real, personal and mixed property,
     tangible or intangible, of any kind and wherever located.

4.06  Substitution of Assets.  Prior to a Change in Control,
     Company shall have the right at anytime, and from time to
     time in its sole discretion, to substitute assets of equal
     fair market value for any asset held by the Trust.  This
     right is exercisable by Company in a nonfiduciary capacity
     without the approval or consent of any person in a
     fiduciary capacity.  After a Change in Control the Trustee
     shall have sole and exclusive authority to determine the
     assets held in the Trust.



                                    -16-
<PAGE>




4.07  Proxies. In order to permit the Company or an Investment
     Manger, as the case may be, to make timely and informed
     decisions regarding the management of those assets in the
     Fund subject to its respective control, the Trustee shall
     forward to the Company or each such Investment Manager, as
     the case may be, for appropriate action any and all
     proxies, proxy statements, notices, requests, advice or
     other communications received by the Trustee (or its
     nominee) as the record owner of such assets.

4.08 Investment Managers.
     (a)  The Company, prior to a Change in Control, or the Trustee
          after a change in Control, may from time to time appoint one or
          more Investment Managers to manage any portion of the Fund and,
          with respect to such portion, to direct the Trustee with respect
          to effecting investment transactions on behalf of the Fund and
          exercising such other powers as may be granted to Investment
          Managers thereunder.
     (b)  Prior to a Change in Control, the Company shall give prompt
          written notice to the Trustee of the appointment of an Investment
          Manager, upon which the Trustee shall rely until it receives from
          the Company written notice of the termination of such
          appointment.
     (c)  When an Investment Manager is appointed, the Company or the
          Trustee, as the case may be, shall determine the assets of the
          Fund to be allocated to the Investment Manager from time to time.
     (d)  Prior to Change of Control, the Trustee shall not be liable
          for the acts or omissions of such Investment Manager, shall be
          under no duty to question any direction of an Investment Manager
          with respect to the portion of the Fund managed by such
          Investment Manager, to review any securities or property held in
          such portion, to make any suggestions with respect to the
          investment and reinvestment of such portion.
     (e)  After a Change in Control the Trustee's sole responsibility
          being to comply with the standard of care set forth in Section
          4.01 in appointment and retaining any Investment Manager.
          Trustee shall evaluate the performance of any Investment Manager,
          and shall be fully protected in acting in accordance with the
          directions of an Investment Manager or for failing to act in the
          absence of such directions, after a Change in Control.

4.09 Life Insurance.



                                    -17-
<PAGE>




     (a)  The Trust may hold life insurance, retirement income on
          annuity policies or contracts on or for the life a any
          Participant.
     (b)  Prior to Change in Control, the Company reserves the right
          to transfer assets to one of these vehicles.or, to direct the
          Trustee to purchase any such policies or contracts on or for the
          life of any such Participant out of the amounts credited to his
          Account.
     (c)  Any such policy or contract shall be an asset of the Fund
          subject to the claims of the Company creditors in the event of
          insolvency, as specified in this Agreement.
     (d)  The proceeds of any life insurance policy shall upon the
          death of the insured Participant be credited to his Account under
          the applicable Plan and shall be an additional source of
          benefits, if any, payable to his Beneficiary.
     (e)  Prior to a Change in Control, the Trustee shall be under no
          duty to question any direction of the Company or to review the
          form of any such policies or contracts or of the selection of the
          issuer thereof, or to make suggestions to the Company with
          respect to the form of such policies or contracts or to the
          issuer thereof.
     (f)  Prior to a Change in Control, the Company may direct the
          Trustee to exercise or may exercise directly the powers of the
          contract holder under any such policies or contracts, and the
          Trustee shall exercise such powers only upon the direction of the
          Company.
     (g)  Notwithstanding the fact that it may have knowledge of the
          terms of this Fund, the obligations of such insurance carrier
          shall be measured and determined solely by the terms and
          conditions of the policies or contracts issued by it, and there
          shall be no obligations to any person, partnership, corporation,
          trust or association other than as stated in such policies or
          contracts.
     (h)  No insurance carrier shall for any purpose be deemed a party
          to this Agreement or be responsible for the validity or
          sufficiency hereof.

                         ARTICLE V
                    TRUSTEE ACCOUNTS

5.01  Disposition of Income.   During the term of this Trust,
     all income received by the Trust, net expenses and taxes,
     shall be accumulated and reinvested.

5.02 Trust Taxes. The Company shall pay any and all federal,
     state or local taxes on the Fund, or any part thereof, and
     on the income therefrom.



                                    -18-
<PAGE>




5.03      Trust Expenses. The Company shall pay to the Trustee
     its reasonable expenses for the management and
     administration of the Fund, including without limitation
     advances for or prompt reimbursement of reasonable expenses
     of counsel, custodians and other agents employed by the
     Trustee, and reasonable compensation for its services as
     Trustee thereunder, the amount of which shall be agreed
     upon from time to time by the Company and the Trustee in
     writing. Such expenses compensation shall be a charge on
     the Fund and shall constitute a lien on the Fund in favor
     of the Trustee unless and until paid by the Company.

5.05 Payment from Fund. All payments to, or reimbursements of,
     the Trustee pursuant to this Article V may be made without
     approval or direction of the Company

5.06      Trustee Records and Accounts. The Trustee shall keep
     accurate and detailed accounts of all investments,
     receipts, disbursements and other transactions thereunder,
     and all accounts, books and records relating thereto shall
     be open to inspections and audit at all reasonable time by
     any persons designated by the Company. The Trustee shall be
     entitled to reasonable compensation and reimbursement of
     its reasonable expenses incurred in connection with such
     audits or inspections. Within ninety (90) days following
     the close of each fiscal year of the Fund (which shall be
     the calendar year), and within ninety (90) days after the
     removal or resignation of the Trustee as provided in
     ARTICLE VII hereof, the Trustee shall render to the Company
     a written account setting forth in reasonable summary the
     investments, receipts, disbursements and other transactions
     effected by the Trustee or reported to it by such
     Investment Managers as may be appointed thereunder during
     the preceding fiscal year or during the period from the
     close of the last such fiscal year to the date of such
     removal or resignation. Upon the expiration of 90 days from
     the date of filing such annual or other account, the
     Trustee shall be forever released and discharged from all
     liability and accountability to anyone with respect to the
     propriety of all acts and transactions shown in such
     account, except with respect to any such acts or
     transactions as to which the Company shall within such 90
     day period file with the Trustee written objections.

     The Trustee shall from time to time make such other reports
     and furnish such other information concerning the Fund as
     the Company may reasonably request or as may be required by
     the Plans.



                                    -19-
<PAGE>




5.07      Settlement of Accounts. Notwithstanding the foregoing
     Section 6.1, the Trustee shall have the right to apply at
     any time to a court of competent jurisdiction for the
     judicial settlement of the Trustee's account, and in any
     case it shall be necessary to join as parties thereto only
     the Trustee and the Company; and any judgment or decree
     which may be entered therein shall be conclusive upon all
     persons having or claiming to have any interest in the Fund
     or under a Plan.



                                    -20-
<PAGE>


                                  ARTICLE VII
                     AMENDMENT AND TERMINATION OF THE TRUST

7.01      Resignation and Removal of Trustee. The Trustee may
     resign at any time by delivering written notice thereof to
     the Company; provided, however, that no such resignation
     shall take effect until the earlier of
     (a)  sixty (60) days from the date of delivery of such
          notice to the Company, unless such notice period is
          waived in whole or in part by the Company or
     (b)  the appointment of a successor trustee pursuant to
          this Agreement.  The Trustee may be removed at any
          time by the Company, pursuant to a resolution of the
          Board of Directors of the Company (or a duly
          authorized committee thereof), by delivering to the
          Trustee a certified copy of such resolution.  Such
          removal shall take effect upon the earlier of (i)
          thirty (30) days from the date of delivery of such
          resolution, unless such notice period is waived in
          whole or in part by the Trustee or (ii) the
          appointment of a successor trustee pursuant to Section
          7.02.
     Notwithstanding the foregoing, after a Change in Control,
     any such removal of the Trustee shall be effective only
     with the written consent of Participants (or Beneficiaries
     of deceased Participants) having at least a majority of all
     amounts then held in the Fund credited to their Accounts.
     If, within thirty (30) days of the delivery of written
     notice of resignation or removal, a successor trustee shall
     not have been appointed, the provisions of Section 7.02
     apply.
     
7.02  Successor Trustee. Upon the resignation or removal of the
     Trustee, a successor trustee shall be appointed by the
     Company; provided, however, that after a Change in Control
     such appointment shall be effective only with the written
     consent of Participants (or Beneficiaries of deceased
     Participants) having at least a majority of all amounts
     then held in the Fund credited to their Accounts.  If the
     Company (and, after a Change in Control, such Participants
     and Beneficiaries) are unable to so agree upon a successor
     trustee within thirty days after such notice, the Trustee
     shall be entitled, at the expense of the Company, to
     petition a United States District Court or any of the
     courts of the Commonwealth of Massachusetts having
     jurisdiction to appoint its successor.  The Trustee shall
     continue to serve, and to receive its compensation and
     reimbursement of its expenses, (which shall continue to be
     a charge upon the Fund and a lien on the Fund in favor of
     the Trustee unless and until paid by the Company) until its
     successor accepts the trust and receives delivery of the
     Fund. Such successor trustee shall be a commercial bank or



                                    -21-
<PAGE>




     trust company which is established under the laws of the
     United States or a State within the United States and which
     is not an affiliate of the Company. Such appointment shall
     take effect upon the delivery to the Trustee of  a written
     appointment of such successor trustee, duly executed by the
     Company, and a written acceptance by such successor
     trustee, duly executed by an authorized officer.   Any
     successor trustee shall have all the rights, powers and
     duties granted the Trustee thereunder. Upon the resignation
     or removal of the Trustee and the appointment of a
     successor trustee, and after the acceptance and approval of
     its account, the Trustee shall transfer and deliver the
     Fund to such successor. Under no circumstances shall the
     Trustee transfer or deliver the Fund to any successor which
     is not a bank or trust company as hereinabove defined.


7.03      Amendment of Trust. This Agreement may be amended, in
     whole or in part, at any time and from time to time, by the
     Company, pursuant to a resolution of the Board of Directors
     (or a duly authorized committee thereof), by delivery to
     the Trustee of a certified copy of such resolution and a
     written instrument duly executed and acknowledged in the
     same form as this Agreement; provided no such amendment
     shall conflict with the terms of the Plans or shall make
     the Trust revocable after it has become irrevocable in
     accordance with Section 1.1 hereof, provided further,
     however, that the duties and responsibilities of the
     Trustee shall not be increased without the Trustee's
     written consent; and provide further that, after a Change
     in Control any such amendment affecting any Account or the
     procedures for distribution thereof shall not become
     effective until sixty (60) days after a copy of such
     amendment has been delivered by registered mail by the
     Company or the Trustee to each person entitled to receive a
     statement of a Participant's Account.  In the event the
     Company or the Trustee receives written objections to such
     amendment from such person within such sixty (60) day
     period, such amendment shall be ineffective and void in
     respect of the Participant (or Beneficiary) so objecting.

7.04  Termination of Trust. The Trust established pursuant to
     this Agreement shall terminate upon the earlier of:
     (a)  the exhaustion of the Fund,
     (b)  the satisfaction of all Company liabilities under the Plans
          with respect to all Participants (and Beneficiaries) with respect
          to whom Accounts have been established thereunder or



                                    -22-
<PAGE>



     
     (c)  provided however, that the Trust shall terminate in any
          event upon the expiration of twenty-one (21) years after the
          death of the last survivor of the group of persons consisting of
          all employees of the Company who are living on the date of the
          execution of this Agreement.
7.05 Liquidation of Trust. Upon the termination of the Trust in accordance with
     Section 9.1, the Trustee shall, after the acceptance and approval of its
     account, distribute the remaining Fund assets, if any, to the Company. 
     Upon completing such distribution, the Trustee shall be relieved 
     and discharged of all liabilities and obligations thereunder.  
     The powers of he Trustee shall continue as long as any part 
     of the Fund remains in its possession.

                         ARTICLE VII
                    MISCELLEANOUS PROVISIONS

8.01      Indemnification. The Company hereby agrees to
     indemnify and hold harmless the Trustee from and against
     any loss, costs, damages or expenses, including without
     limitation reasonable attorneys' fees ("Losses"), which the
     Trustee may incur or pay out by reason of its performance
     of duties under the Agreement any alleged or actual act, or
     failure to act, on the part of the Company, any Employer,
     Plan Administrator, Fund Manager, or any other person, to
     the extent allowed by ERISA or the Code, except to the
     extent that such loss, costs, damages or expenses result
     from the negligence, bad faith or willful misconduct of the
     Trustee, its employees, or any agent it has appointed or
     the Trustee's breach of any of its duties thereunder.

     The Trustee hereby agrees to indemnify and hold harmless
     the Sponsor, the Plan Administrator, and the Fund Manager
     from and against any Losses that may be incurred by,
     imposed upon, or asserted against any of them by reason of
     the Trustee's in the performance of its duties required by
     this Agreement or by reason of the negligence or bad faith
     or willful misconduct of the Trustee.

8.02 Governing Law. This Agreement shall be construed and
     interpreted under, and the Trust hereby created shall be
     governed by, the laws of the Commonwealth of Massachusetts.

8.03  Gender. Neither the gender nor the number (singular or
     plural) of any word shall be construed to exclude another
     gender or number when a different gender or number would be
     appropriate.



                                    -23-
<PAGE>




8.04 Non-Alienation. No right or interest of any Participant or
     Beneficiary under the Plans or in the Fund shall be
     transferable or assignable or subject to alienation,
     anticipation or encumbrance, and no right or interest of
     any Participant or Beneficiary in the Plans or in the Fund
     shall be subject to any garnishment, attachment or
     execution. Notwithstanding the foregoing, the Fund shall at
     all times remain subject to the claims of creditors of the
     Company in the event the Company becomes insolvent as
     provided in Section 3.02.

8.05      Successors and Assigns. This Agreement shall be
     binding upon and inure to the benefit of any successor to
     the Company as the result of merger, consolidation,
     reorganization, or otherwise. In the event of any such
     merger, consolidation, reorganization, or other similar
     transaction, the successor to the Company shall promptly
     notify the Trustee in writing of its successorship and
     furnish the Trustee with the information specified in
     Section 3.02 of this Agreement.

8.06 Counterparts. This Agreement may be executed in any number
     of counterparts, each of which shall be deemed to be an
     original, but all of which shall together constitute only
     one Agreement.

8.07      Addresses of Parties. Communications to the Trustee
          shall be sent to:

     State Street Bank and Trust Company
     Marketing Department/RIS
     Two International Place
     Boston, MA 02110
     Attn: Bruce Wilson, Vice President
     or to such other address as the Trustee may specify in
     writing.
     
     Communications to the Company shall be sent to:
     Douglas Mitchell
     Director Risk Management
     Polaroid Corporation
     575 Technology Square
     Cambridge MA 02139
     or to such other address as the Company may specify in
     writing.



                                    -24-
<PAGE>




8.08 Arbitration. Any dispute between any Participant (or
     Beneficiary of a deceased Participant) and the Company or
     the Trustee as to the interpretation or application of the
     provisions of this Trust and amounts payable thereunder
     shall be determined exclusively by binding arbitration in
     the Commonwealth of Massachusetts in accordance with the
     rules of the American Arbitration Association then in
     effect.  Judgment may be entered on the arbitrator's award
     in any court of competent jurisdiction.  All fees and
     expenses of such arbitration shall be paid by the Trustee
     and considered an expense of the Trust.

8.09      Severability. In the event that any provision of this
     Trust or the application thereof to any person or
     circumstances shall be determined by a court of proper
     jurisdiction to be invalid or unenforceable to any extent,
     the remainder of this Trust, or the application of such
     provision to persons or circumstances other than those as
     to which it is held invalid or unenforceable, shall not be
     affected thereby, and each provision of this Trust shall be
     valid and enforced to the fullest extent permitted by law.

8.10 Trust Beneficiaries. Each Participant (and Beneficiary of a
     deceased Participant) is an intended beneficiary under this
     Trust, and shall be entitled to enforce all terms and
     provisions hereof with the same force and effect as if such
     person had been a party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed and their respective corporate
seals to be hereto affixed this day___ of January, 1997

STATE STREET BANK AND 
TRUST COMPANY                            POLAROID CORPORATION


By /s/ Bruce B. Wilson                 BY: /s/ Ralph M. Norwood
  ----------------------                  -------------------------
NAME: Bruce B. Wilson                     NAME: Ralph M. Norwood
TITLE: Vice President                     TITLE Vice President & Treasurer



DATE  March 28, 1997                      DATE  27 Mar. 97
    ---------------------                     ---------------------




                                    -25-
<PAGE>




                         APPENDIX A
                    PLANS TO WHICH THE
          POLAROID NON-QUALIFED DEFERRED COMPENSATION TRUST
               APPLIES AND TERMS BY WHICH ASSETS ARE HELD

A.   POLAROID ELECTIVE DEFERRAL COMPENSATION PLAN.
     (1)  The Company shall maintain in an equitable manner a separate
          Account for each Participant.
     (2)  It shall keep a separate record of the share of such
          Participant under such Plan in the Fund.
     (3)  The Company may select and retain a third party
          administrator to maintain such Accounts.
     (4)  An Account maintained with respect to a Participant shall
          represent the portion of the Fund allocated to provide benefits
          to such Participant.
     (5)  The Company shall certify to the Trustee at the time of each
          contribution to the Fund the amount of such contribution being
          made in respect of each Participant under each Plan.
     (6)  The Fund shall be revalued by the Trustee at current market
          values, as determined by the Trustee, as of the last business day
          of each calendar year and as of such additional dates as the
          Trustee shall determine to be appropriate.
     (7)  The Trustee shall certify to the Company the results of each
          such valuation, whereupon each Participant's Account shall be
          equitably adjusted by the Company to reflect its share of income,
          expense, appreciation and depreciation since the preceding
          valuation date.
     (8)  The Company shall provide the Trustee with a compilation of
          all such adjusted Account balances as of each such valuation
          date.
     (9)  Each Participant (or Beneficiary of a deceased Participant)
          shall receive a statement of the value of his separate Account at
          least annually. Such statement shall be provided by the Company
          prior to a Change in Control and by the Trustee after a Change in
          Control.

B.   POLAROID BOARD OF DIRECTORS' ELECTIVE DEFERRAL COMPENSATION
     PLAN.
     (1)  The Company shall maintain in an equitable manner a separate
          Account for each Participant.
     (2)  It shall keep a separate record of the share of such
          Participant under such Plan in the Fund.
     (3)  The Company may select and retain a third party
          administrator to maintain such Accounts.
     (4)  An Account maintained with respect to a Participant shall
          represent the portion of the Fund allocated to provide benefits
          to such Participant.



                                    -26-
<PAGE>



     (5)  The Company shall certify to the Trustee at the time of each
          contribution to the Fund the amount of such contribution being
          made in respect of each Participant under each Plan.
     (6)  The Fund shall be revalued by the Trustee at current market
          values, as determined by the Trustee, as of the last business day
          of each calendar year and as of such additional dates as the
          Trustee shall determine to be appropriate.
     (7)  The Trustee shall certify to the Company the results of each
          such valuation, whereupon each Participant's Account shall be
          equitably adjusted by the Company to reflect its share of income,
          expense, appreciation and depreciation since the preceding
          valuation date.
     (8)  The Company shall provide the Trustee with a compilation of
          all such adjusted Account balances as of each such valuation
          date.
     (9)   Each Participant (or Beneficiary of a deceased Participant)
          shall receive a statement of the value of his separate Account at
          least annually. Such statement shall be provided by the Company
          prior to a Change in Control and by the Trustee after a Change in
          Control.

C.   POLAROID OFFICER'S COMPENSATION EXCHANGE PLAN
     (1)  The Company shall maintain in an equitable manner a separate
          Account for each Participant.
     (2)  It shall keep a separate record of the share of such
          Participant under such Plan in the Fund.
     (3)  The Company may select and retain a third party
          administrator to maintain such Accounts.
     (4)  An Account maintained with respect to a Participant shall
          represent the portion of the Fund allocated to provide benefits
          to such Participant.
     (5)  The Company shall certify to the Trustee at the time of each
          contribution to the Fund the amount of such contribution being
          made in respect of each Participant under each Plan.
     (6)  The Fund shall be revalued by the Trustee at current market
          values, as determined by the Trustee, as of the last business day
          of each calendar year and as of such additional dates as the
          Trustee shall determine to be appropriate.
     (7)  The Trustee shall certify to the Company the results of each
          such valuation, whereupon each Participant's Account shall be
          equitably adjusted by the Company to reflect its share of income,
          expense, appreciation and depreciation since the preceding
          valuation date.
     (8)  The Company shall provide the Trustee with a compilation of
          all such adjusted Account balances as of each such valuation
          date.



                                    -27-
<PAGE>



     (9)  Each Participant (or Beneficiary of a deceased Participant)
          shall receive a statement of the value of his separate Account at
          least annually. Such statement shall be provided by the Company
          prior to a Change in Control and by the Trustee after a Change in
          Control.

D.   POLAROID SUPPLEMENTAL DEFERRED COMPENSATION PLAN
     (1)  The Company shall maintain a list of all Participants
          entitled to benefits under this Plan.
     (2)  The Company shall fund this benefit in a manner it deems
          necessary and appropriate until Change of Control.
     (3)  Immediately prior to Change of Control all benefit and
          entitlements shall be fully funded.
     
E.   POLAROID EXCESS BENEFIT PLAN
     (1)  The Company shall maintain a list of all Participants
          entitled to benefits under this Plan.
     (2)  The Company shall fund this benefit in a manner it deems
          necessary and appropriate until Change of Control.
     (3)  Immediately prior to  Change of Control all benefit and
          entitlements shall be fully funded.

F.   POLAROID EXCESS BENEFIT PLAN
     (1)  The Company shall maintain a list of all Participants
          entitled to benefits under this Plan.
     (2)  The Company shall fund this benefit in a manner it deems
          necessary and appropriate until Change of Control.
     (3)  Immediately prior to  Change of Control all benefit and
          entitlements shall be fully funded.



                                    -28-