Exhibit 10.7




                                                 April 29, 1997








Mr. Serafino Posa
601 Keystone Avenue
River Forest, Illinois   60305

Dear Sandy:

We are delighted you have joined Polaroid Corporation as a
senior executive.  This will serve to confirm our
agreements and the arrangements under which you have joined
us.

Your title is Executive Vice President, Consumer Imaging
Group reporting to the Chairman and Chief Executive
Officer.  Your salary is three hundred twenty thousand
dollars ($320,000) per year ($26,667/month).

BONUS
-----

Immediately upon joining us, you received a sign-on bonus
of one hundred ten thousand dollars ($110,000).

You are enrolled in the Executive Bonus Plan.  This plan
pays a percentage of salary as a bonus opportunity target
if the Company achieves its financial plan.  Your bonus
opportunity target is fifty five percent (55%) of your
earnings based on one hundred percent (100%) attainment of
the financial plan.  Your bonus opportunity for the year
1997, payable in February 1998, will be no less than one
hundred seventy six thousand dollars ($176,000).

STOCK OPTIONS - HIRING GRANT
----------------------------

You were granted fifty thousand (50,000) non-dividend
paying stock options upon hire, which are vested in
accordance with the rules


<PAGE>


governing the Polaroid Stock Incentive Plan.  The Stock
Option Agreement sets forth the terms of this grant.

LONG TERM INCENTIVE PLAN
------------------------

You are participating in our Long Term Incentive Plan
(LTIP) which enables key employees to increase their
ownership in the Company.  Specifically, you have the
opportunity to receive annual stock options and performance
share grants at the Executive Vice President level.  Based
on a stock price of $44, in 1997 you could expect an
allocation of about seventeen thousand five hundred
(17,500) stock options and an opportunity to earn three
thousand five hundred (3,500) performance shares (Polaroid
stock).  The performance shares are earned based on sales
growth and Return On Net Assets improvements.  These grants
should provide an annual opportunity to earn one hundred
twenty five percent (125%) of your proposed base salary.

RETIREMENT PLANS
----------------

You are eligible to make 401(k) and voluntary after tax
contributions through our Polaroid Profit Sharing
Retirement Plan and participate in the Polaroid Pension
Plan (five-year vesting) which is a Company-paid defined
benefit plan.

Additionally, you are eligible to participate in the
Elective Deferred Compensation Plan.  This plan allows
executives and officers to defer part of their annual
compensation until retirement or a specific date.  You will
be given the opportunity to decide on the length of your
deferral option but it must be at least two (2) years.

RELOCATION
----------

Expenses in connection with your relocation from Illinois
to Massachusetts will be reimbursed in accordance with the
Home Equity Relocation Plan.

VACATION AND BENEFITS
---------------------

You are entitled to four (4) weeks vacation each year
starting in 1997.  Of course, you are eligible to
participate in all other health, medical, dental, life and
disability benefit programs and receive employment
perquisites on a basis consistent with other Polaroid
executives.

TERMINATION DATE OF EMPLOYMENT
------------------------------

If a Change in Control has not occurred and your employment
is terminated by Polaroid for any reason other than Cause
(as defined below), or at your initiative within twenty-
four (24) months of your hiring date due to a reassignment


                          Page 2 of 18
<PAGE>


by Polaroid to a position of significantly lesser
responsibility, relocation outside of the Boston
metropolitan area without your consent, or the resignation
of Gary DiCamillo, you will receive a lump sum severance
payment of twenty-four (24) months' pay and all stock
options granted to such date will be fully vested.  This
severance payment will be based upon your monthly base pay
rate on the Termination Date.  Additionally, the Company
will provide medical, dental and life insurance coverage
for two (2) years at current employee group rates.

Notwithstanding the foregoing, if your employment is
terminated for Cause (as defined below), you will not be
entitled to receive such severance and all options shall be
immediately forfeited.

TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL
-------------------------------------------------------

1.   Defined Terms.
     
     a)   "Acquiring Person" shall mean any Person who or which,
          together with all Affiliates and Associates of such Person,
          is the Beneficial Owner of twenty percent (20%) or more of
          the Stock then outstanding, but does not include any
          Subsidiary of the Company, any employee benefit plan of the
          Company or any of its Subsidiaries or any Person holding
          Stock for or pursuant to the terms of any such employee
          benefit plan.
          
     b)   "Affiliate and Associate" when used with reference to
          any Person, shall have the meaning given to such terms in
          Rule 12b-2 of the General Rules and Regulations under the
          Exchange Act.
          
     c)   "Annual Bonus" shall mean a bonus amount payable under
          the Company's executive annual bonus plan (currently the
          Polaroid Incentive Plan for Executives).  Unless otherwise
          specifically provided, this annual bonus shall be
          calculated assuming the Company target has been achieved
          and that there are no factors that reduce the ultimate
          distribution.
          
     d)   "Base Salary" shall mean the annual rate of base
          salary (disregarding any reduction in such rate that
          constitutes Constructive Termination) in effect on the date
          of the Change in Control or the Termination Date which ever
          is higher.
          
     e)   "Beneficial Owner" shall be a Person deemed to
          "beneficially own" any securities:


                          Page 3 of 18
<PAGE>

          
          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 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 Polaroid.

                          Page 4 of 18
<PAGE>

                       
     f)   "Board" shall mean the Board of Directors of the
          Company.
          
     g)   "Bonus" means the amount payable to you under any
          plan, or agreement offered by Polaroid.
          
     h)   "Cause" means either of the following:
          
          i)   Your willful malfeasance having a material adverse
                  effect on Polaroid; or
                  
          ii)  Your conviction of a felony;
                  
          provided, that any action or refusal by
          you shall not constitute "Cause" if, in
          good faith, you believed such action or
          refusal to be in, or not opposed to, the
          best interests of Polaroid, or if you
          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 occur on:
          
          i)   the date on which a change in control of the Company
                  occurs of a nature that would be required to be reported
                  (assuming that the Company's Stock was registered under the
                  Exchange Act) in response to an item (currently item 6(e))
                  of Schedule 14A of Regulation 14A promulgated under the
                  Exchange Act or an item (currently Item l(a)) of Form 8-K
                  under the Exchange Act;
                  
          ii)  the date on which there is an Acquiring Person and a
                  change in the composition of the Board of the Company
                  within two years after the Share Acquisition Date such that
                  the individuals who constitute the Board prior to the Share
                  Acquisition Date shall cease for any reason to constitute
                  at least a majority of the Board;
                  
          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;

                           Page 5 of 18
<PAGE>

                       
               (b)  any Person shall merge with and into the Company;

               (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 Polaroid and its Subsidiaries (taken as a
                    whole) to any other Person or Persons; or,
                     
          iv)  the date when a Person (other than the Company, any
                  Subsidiary of the Company, any employee benefit plan of the
                  Company or any of its Subsidiaries or any Person holding
                  Stock for or pursuant to the terms of any such employee
                  benefit plan) alone or together with all Affiliates and
                  Associates of such Person, becomes the Beneficial Owner of
                  thirty percent (30%) or more of the Stock then outstanding;
                  
          v)   the date on which the stockholders of The Company
                  approve a merger or consolidation of The Company with any
                  other corporation other than:
                  
               (a)  a merger or consolidation which would result in voting
                    securities of The Company outstanding immediately prior
                    thereto continuing to represent (either by remaining
                    outstanding or by being converted into voting securities of
                    the surviving or parent entity) fifty percent (50%) or more
                    of the combined voting power of the voting securities of
                    The Company or such surviving or parent entity outstanding
                    immediately after such merger or consolidation; or
                       
               (b)  a merger or consolidation effected to implement a
                    recapitalization of The Company (or similar transaction) in
                    which no Person acquires fifty percent (50%) or more of the
                    combined voting power of The Company's then outstanding
                    securities; or,
                       
          vi)  the 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).


                          Page 6 of 18
<PAGE>

                  
     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 the Company other than
          information the disclosure of which cannot reasonably be
          expected to adversely affect the business of the Company.
          
     l)   "Constructive Termination" shall occur when you
          voluntarily terminate your employment with the Company or
          retire after the occurrence of one or more of the following
          events on or after the Change in Control:
          
          i)   a reduction in the Participant's Compensation Base Pay
                  from the amount of the Participant's Base Pay Compensation
                  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
                  the Participant 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 a
                  Participant's participation or membership in any bonus,
                  incentive or other benefit plan in which the Participant
                  was a participant or member on the day immediately
                  preceding the Change in Control, without an economically
                  equivalent replacement;
                  
          iv)  the reassignment of the Participant without his
                  consent from his regular shift or regular duties as they
                  existed on the day immediately preceding the Change in
                  Control;
                  
          v)   the reassignment of the Participant without his
                  consent to a location more than thirty (30) miles from his
                  regular workplace on the day immediately preceding the
                  Change in Control;


                          Page 7 of 18
<PAGE>

                  
          vi)  the reduction in the Participant'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 the Participant to
                  duties which represent a position of lesser responsibility
                  than his 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 any individual, corporation,
          partnership, joint venture, association, trust,
          unincorporated organization or other entity.
          
     p)   "Polaroid" or "Company" means Polaroid and its
          Subsidiaries and affiliates and, after a Change in Control,
          any successor or successors thereto.

     q)   "Share Acquisition Date" shall mean the first date any
          Person shall become an Acquiring Person.
          
     r)   "Stock" shall mean the outstanding shares of Common
          Stock of the Company and any other shares of capital stock
          of the Company into which the Common Stock shall be
          reclassified or changed.
          
     s)   "Subsidiary" of the Company shall mean any corporation
          of which the Company owns, directly or indirectly, more
          than 50% of the Voting Stock.
          
     t)   "Terminated" shall mean:
          
          i)   termination by Polaroid without Cause at any time
                  within the two (2) years following a Change in Control;


                          Page 8 of 18
<PAGE>

                  
           ii)  your 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
                  in Control at the request of any individual or entity
                  acquiring ownership and control of Polaroid. If your
                  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 your Termination Date shall be deemed to have
                  occurred immediately following the Change in Control, and
                  therefore you shall be entitled to the benefits provided in
                  this Agreement.
                  
     u)   "Termination Date" shall mean the later of the date
          there is a Change in Control or the date you are
          terminated.
          
     v)   "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 Section of the 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 your employment with
     Polaroid is terminated, you shall be entitled to the
     following benefits:
     
     a)   Severance Benefits.  Within ten (10) business days
          after the Termination Date, Polaroid shall pay you a lump
          sum amount, in cash, equal to:
          
          i)   Two (2) times the sum of:
                  
                  (a)  Your Base Salary; and
                       
                  (b)  Your Annual Bonus; and

          ii)  Your Annual Bonus multiplied by a fraction, the
                  numerator of which shall equal the number of days you were
                  employed by Polaroid in the calendar year in which the
                  Termination Date occurs and the denominator of which shall
                  equal three hundred sixty-five (365).


                          Page 9 of 18
<PAGE>

                  
     b)   Continued Welfare Benefits.  Until the second
          anniversary of the Termination Date,  you  shall be
          entitled to participate in the Company's medical, dental,
          and life insurance plans, at the highest level provided to
          you 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 you were paying immediately
          prior to Change in Control; provided, however, that if you
          become employed by a new employer, your coverage under the
          applicable Polaroid plans shall continue, but your 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 you:
          
          i)   earned but unpaid compensation, including, without
                  limitation, any unpaid portion of your Bonus accrued with
                  respect to the full calendar year ended prior to the
                  Termination Date; and
                  
          ii)  all compensation previously deferred by you on a non-
                  qualified basis but not yet paid.
                  
     d)   Retiree-Medical Benefits.  If you are or would become
          fifty-five (55) or older and your age and service equal
          sixty-five (65) and you have at least five (5) years of
          service with the Company within two (2) years of Change in
          Control, you are eligible for retiree medical benefits (as
          such are determined immediately prior to Change in
          Control).  You are eligible to commence receiving such
          retiree medical benefits based on the terms and conditions
          of the applicable plans in effect immediately prior to the
          Change in Control.
          
     e)   Supplemental Retirement and Profit Sharing Benefits.
          
          i)   On the Termination Date, you shall become vested in
                  the benefits provided under Polaroid's non-qualified
                  defined benefit pension plans or any successor plans (the
                  "Supplemental Plans").


                          Page 10 of 18
<PAGE>

                  
          ii)  Within ten (10) business days after the Termination
                  Date, Polaroid shall pay you a lump sum cash amount equal
                  to the present value of your accrued benefit under the
                  Supplemental Plans.  For purposes of computing the lump sum
                  present value of your accrued benefit under the
                  Supplemental Plans,
                  
               (a)  Polaroid shall credit you 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 your actual years and fractional
                    years of plan participation and service and age credited to
                    you on the Termination Date; and
                       
               (b)  Polaroid shall apply the present value (and any other
                    actuarial adjustment required by this Agreement) using the
                    actuarial assumptions set forth in Section 1.01 of the
                    Pension Plan.  In determining the your benefits under this
                    paragraph (e)(ii), 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 you and contained in any plan,
          program, agreement or arrangement maintained as of the date
          this Agreement is signed (including, but not limited to,
          any stock option, restricted stock or pension plan) shall
          remain in effect through the date of a Change in Control,
          and for such period thereafter as is necessary to carry out
          such provisions and provide the benefits payable
          thereunder, and may not be altered in a manner which
          adversely affects you without your 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 you, however, under the Polaroid Extended
          Severance Plan or any other severance plan maintained
          generally for the employees of Polaroid if you are eligible
          to receive severance benefits under this Agreement.


                          Page 11 of 18
<PAGE>

          
     g)   Outplacement Counseling.  Outplacement services will
          be provided consistent with Polaroid's outplacement
          practices in effect prior to the Change in Control.
          
4.   Gross-up.
     a)   In the event it shall be determined that any payment,
          benefit or distribution (or combination thereof) by the
          Company, or one or more trusts established by the Company
          for the benefit of its employees, to or for the benefit of
          you ("the Executive") (whether paid or payable or
          distributed or distributable pursuant to the terms of this
          Agreement, or otherwise) (a "Payment") would be subject to
          the excise tax imposed by Section 4999 of the Code or any
          interest or penalties incurred by the Executive with
          respect to such excise tax (such excise tax, together with
          any such interest and penalties, hereinafter collectively
          referred to as the "Excise Tax"), the Executive shall be
          entitled to receive an additional payment (a "Gross-Up
          Payment") in an amount such that after payment by the
          Executive of all taxes (including any interest or penalties
          imposed with respect to such taxes), including, without
          limitation, any income taxes (and any interest and
          penalties imposed with respect thereto) and the Excise Tax
          imposed upon the Gross-Up Payment, the Executive retains an
          amount of the Gross-Up Payment equal to the Excise Tax
          imposed upon the Payments.
          
     b)   Subject to the provisions of Section 4(c), all
          determinations required to be made under this Section 4,
          including whether and when a Gross-Up Payment is required
          and the amount of such Gross-Up Payment and the assumptions
          to be utilized in arriving at such determination, shall be
          made by a nationally recognized certified public accounting
          firm as may be designated by the Executive (the "Accounting
          Firm") which shall provide detailed supporting calculations
          both to the Company and the Executive within fifteen (15)
          business days of the receipt of notice from the Executive
          that there has been a Payment, or such earlier time as is
          requested by the Company.  In the event that the Accounting
          Firm is serving as accountant or auditor for an individual,
          entity or group effecting the change in ownership or
          effective control (within the meaning of Section 280G of
          the Code), the Executive shall appoint another nationally
          recognized accounting firm to make the determinations
          required hereunder (which accounting firm shall then be
          referred to as the Accounting Firm hereunder).  All fees
          and expenses of the Accounting Firm shall be borne solely
          by the Company.  Any Gross-Up Payment, as determined
          pursuant to this Section 4, shall be paid by the Company to


                          Page 12 of 18
<PAGE>


          the Executive within five (5) business days after the
          receipt of the Accounting Firm's determination.  If the
          Accounting Firm determines that no Excise Tax is payable by
          the Executive, it shall so indicate to the Executive in
          writing.  Any determination by the Accounting Firm shall be
          binding upon the Company and the Executive.  As a result of
          the uncertainty in the application of Section 4999 of the
          Code at the time of the initial determination by the
          Accounting Firm hereunder, it is possible that Gross-Up
          Payments which will not have been made by the Company
          should have been made ("Underpayment"), consistent with the
          calculations required to be made hereunder.  In the event
          that the Company exhausts its remedies pursuant to Section
          4(c) and the Executive thereafter is required to make a
          payment of any Excise Tax, the Accounting Firm shall
          determine the amount of the Underpayment that has occurred
          and any such Underpayment shall be promptly paid by the
          Company to or for the Executive's benefit.
          
     c)   The Executive shall notify the Company in writing of
          any written claim by the Internal Revenue Service that, if
          successful, would require the payment by the Company of the
          Gross-Up Payment.  Such notification shall be given as soon
          as practicable but no later than ten (10) business days
          after the Executive is informed in writing of such claim
          and shall apprise the Company of the nature of such claim
          and the date on which such claim is requested to be paid
          (but the Executive's failure to comply with this notice
          obligation shall not eliminate 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 the Company any information reasonably requested
                  by the Company relating to such claim;
                  
          ii)  take such action in connection with contesting such
                  claim as the Company shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an
                  attorney reasonably selected by the Company;



                          Page 13 of 18
<PAGE>

                  
          iii) cooperate with the Company in good faith in order to
                  effectively contest such claim; and
                  
           iv)  permit the Company to participate in any proceedings 
                  relating to such claim;


          provided, however, that the Company shall bear
          and pay directly all costs and expenses
          (including additional interest and penalties)
          incurred in connection with such contest and
          shall indemnify and hold the Executive harmless,
          on an after-tax basis, for any Excise Tax or
          income tax (including interest and penalties with
          respect thereto) imposed as a result of such
          representation and payment of costs and expenses.
          Without limitation on the foregoing provisions of
          this Section 4(c), the Company shall control all
          proceedings taken in connection with such contest
          and, at its sole option, may pursue or forego any
          and all administrative appeals, proceedings,
          hearings and conferences with the taxing
          authority in respect of such claim and may, at
          its sole option, either direct the Executive to
          pay the tax claimed and sue for a refund or
          contest the claim in any permissible manner, and
          the Executive agrees to prosecute such contest to
          a determination before any administrative
          tribunal, in a court of initial jurisdiction and
          in one or more appellate courts, as the Company
          shall reasonably determine; provided, however,
          that if the Company directs the Executive to pay
          such claim and sue for a refund, the Company
          shall advance the amount of such payment to the
          Executive, on an interest-free basis, and shall
          indemnify and hold the Executive harmless, on an
          after-tax basis, from any Excise Tax or income
          tax (including interest or penalties with respect
          thereto) imposed with respect to such advance or
          with respect to any imputed income with respect
          to such advance; and provided, further, that if
          the Executive is required to extend the statute
          of limitations to enable the Company to contest
          such claim, the Executive may limit this
          extension solely to such contested amount.  The
          Company's control of the contest shall be limited
          to issues with respect to which a Gross-Up
          Payment would be payable hereunder and the
          Executive shall be entitled to settle or contest,
          as the case may be, any other issue raised by the
          Internal Revenue Service or any other taxing
          authority.


                          Page 14 of 18
<PAGE>

          
          d)   If, after the Executive receives an amount
          advanced by the Company pursuant to Section 4(c),
          the Executive receives any refund with respect to
          such claim, the Executive shall (subject to the
          Company's complying with the requirements of
          Section 4(c)) promptly pay to the Company the
          amount of such refund (together with any interest
          paid or credited thereon after taxes applicable
          thereto).  If, after the Executive receives an
          amount advanced by the Company pursuant to
          Section 4(c), a determination is made that the
          Executive shall not be entitled to any refund
          with respect to such claim and the Company does
          not notify the Executive in writing of its intent
          to contest such denial of refund prior to the
          expiration of thirty (30) days after such
          determination, then such advance shall be
          forgiven and shall not be required to be repaid
          and the amount of such advance shall offset, to
          the extent thereof, the amount of Gross-Up
          Payment required to be paid.
          
4.   Mitigation.  You 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 you unless specifically referenced herein.
     
5.   Disputes.  Any dispute or controversy arising under or
     in connection with this Agreement shall be settled
     exclusively by arbitration in Boston, Massachusetts or, at
     your option, in the county where you 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.
     
6.   Costs of Proceedings.  Polaroid shall pay all of your
     costs and expenses, including attorneys' fees and
     disbursements, at least monthly, in connection with any
     legal proceeding (including arbitration), whether or not
     instituted by Polaroid or you as the Executive, relating to
     the 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.



                          Page 15 of 18
<PAGE>


     
7.   INDEMNIFICATION; DIRECTOR'S AND OFFICER'S LIABILITY
     INSURANCE.  You 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.
     
TERMINATION FOR CAUSE
---------------------

Nothing in this Agreement shall be construed to prevent
Polaroid from terminating you employment for Cause.  If you
are 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.

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, you shall comply with the
Confidentiality Agreement you 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 your breach of
this Agreement).

ASSIGNMENT
----------
Except as otherwise provided herein, this Agreement shall
be binding upon, inure to the benefit of and be enforceable
by Polaroid and you as the Executive and their respective
heirs, legal representatives, successors and assigns.  If
Polaroid shall be merged into or consolidated with another


                         Page 16 of 18
<PAGE>


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 Agreement 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.

PAYMENTS IN EVENT OF DEATH
--------------------------

Should the you become eligible to receive payments and
benefits under this Section and die prior to receipt of all
such payments and benefits, the residual payments shall be
made to the beneficiaries identified on the you beneficiary
form for the Executive Deferred Compensation Plan.  Any
residual family medical and dental benefits which the you
were receiving on the you date of death shall continue to
the family members the you had covered in such medical and
dental plans on such date.

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.

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.

ENTIRE AGREEMENT
----------------

This Agreement, with the plans and grant agreements
referenced herein, contains the entire understanding and
agreement between the Parties concerning the subject matter
hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written
or oral, between the Parties with respect thereto.

If these terms are acceptable to you, please sign and date
the duplicate copy of this letter, and return it to me.

Sandy, we are all extremely impressed with you personally
and professionally.  You are a valuable addition to Polaroid


                           Page 17 of 18

<PAGE>


Corporation, and look forward to having you continue your
strong career path as Executive Vice President, Consumer
Imaging Group.

                                   Sincerely,


                                   /s/ Gary T. DiCamillo
 
                                   Gary T. DiCamillo
                                   Chairman and
                                   Chief Executive Officer




I accept the terms and conditions as outlined in this
letter.





/s/ Serafino Posa                              5/2/97         
-----------------------                    --------------
     Serafino Posa                              Date










                          Page 18 of 18