Exhibit 10.10


             CHANGE IN CONTROL SEVERANCE AGREEMENT



          AGREEMENT made as of April 25, 1997 between
Polaroid Corporation ("Polaroid") and William J. O'Neill,
Jr. (the "Executive").

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

1.   Defined Terms.
     
     (a)  "Annual Bonus" shall mean the Executive's annual bonus
          paid pursuant to the Company's annual bonus plan in effect
          at the time (currently the Polaroid Incentive Plan for
          Executives).  Unless otherwise specifically provided, the
          Annual Bonus shall be calculated assuming the Corporate
          target is reached and no additional factors are considered
          to decrease the Executive's award under the Plan.
           
     (b)  "Acquiring Person" shall mean any Person who or which,
          together with all Affiliates and Associates of such Person,
          is the Beneficial Owner of 20% or more of the Stock then
          outstanding, but does not include any Subsidiary of the
          Company, any employee benefit plan of the Company or of any
          of its Subsidiaries or any Person holding Stock for or
          pursuant to the terms of any such employee benefit plan.

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

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

     (e)  "Beneficial Owner" shall be a Person deemed to
          "beneficially own," any securities:

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

<PAGE>

                  
          (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 (i) arises solely from a revocable
                     proxy given to such Person in response to a public proxy or
                     consent solicitation made pursuant to, and in accordance
                     with, the applicable rules and regulations under the
                     Exchange Act and (ii) is not also then reportable on
                     Schedule 13D (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 
                     in Section l(d)(ii)(B) of this
                     Agreement) or disposing of any securities of the Company.
                       
     (f)  "Board" shall mean the Board of Directors of the
          Company.


                            -2-
<PAGE>

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

     (h)  "Cause" means either of the following:
          
          (i)  Executive's willful malfeasance having a material
                  adverse effect on Polaroid; or
                  
          (ii) Executive's conviction of a felony;
          
          provided, that any action or refusal by Executive shall not
          constitute Cause if, in good faith, Executive believed such
          action or refusal to be in, or not opposed to, the best
          interests of Polaroid, or if Executive shall be entitled,
          under applicable law or under an applicable Polaroid
          Certificate of Incorporation or the Polaroid By-Laws, as
          they may be amended or restated from time to time, to be
          indemnified with respect to such action or refusal.
          
     (i)  "Change in Control" shall mean:
          
             (i)  the date on which a change in control of the Company
                  occurs of a nature that would be required to be reported
                  (assuming that the Company's Stock was registered under the
                  Exchange Act) in response to an item (currently item 6(e))
                  of Schedule 14A of Regulation 14A promulgated under the
                  Exchange Act or an item (currently Item l(a)) of Form 8-K
                  under the Exchange Act;
                  
             (ii) the date on which there is an Acquiring Person and a
                  change in the composition of the Board of the Company
                  within two (2) years after the Share Acquisition Date such
                  that the individuals who constituted the Board prior to the 
                  Share Acquisition Date (the "Incumbent Board") 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;


                             -3-
<PAGE>

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

                  (C)  the Company shall sell, lease, exchange or otherwise
                       transfer or dispose of (or one or more of its 
                       Subsidiaries shall sell, lease, exchange or
                       otherwise transfer or dispose of), in one or 
                       more transactions, the major part of
                       the assets of the Company and its Subsidiaries 
                       (taken as a whole) to any other Person or Persons;
                       
             (iv) the date when a Person (other than the Company, any
                  Subsidiary of the Company, any employee benefit plan of the
                  Company or any of its Subsidiaries or any Person holding
                  Stock for or pursuant to the terms of any such employee
                  benefit plan) alone or together with all Affiliates and
                  Associates of such Person, becomes the Beneficial Owner of
                  30% or more of the Stock then outstanding;
                  
             (v)  the date on which the stockholders of the Company
                  approve a merger or consolidation of the Company with any
                  other corporation other than:

               (A)  a merger or consolidation which would result in voting
                    securities of the Company outstanding immediately prior
                    thereto continuing to represent (either by remaining
                    outstanding or by being converted into voting securities of
                    the surviving or parent entity) 50% or more of the combined
                    voting power of the voting securities of the Company or
                    such surviving or parent entity outstanding immediately
                    after such merger or consolidation, or
                       
               (B)  a merger or consolidation effected to implement a
                    recapitalization of the Company (or similar transaction) in
                    which no Person acquires 50% or more of the combined voting
                    power of the company's then outstanding securities; or

             (vi) the 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).


                              -4-
<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 Polaroid other than
          information the disclosure of which cannot reasonably be
          expected to adversely affect the business of Polaroid.
          
     (l)  "Constructive Termination" shall occur when the
          Executive voluntarily terminates his employment with the
          Company or retires after the occurrence of one or more of
          the following events on or after the Change in Control:
          
             (i)  a reduction in 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 30 miles from his regular
                  workplace on the day immediately preceding the Change in
                  Control;
                  
             (vi) the reduction in the Participant's job title or level
                  in effect on the day immediately preceding the Change in
                  Control;


                                -5-
<PAGE>

                  
            (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 an individual, corporation,
          partnership, joint venture, association, trust,
          unincorporated organization or other entity.

     (p)  "Share Acquisition Date" shall mean the first date any
          Person shall become an Acquiring Person.

     (q)  "Stock" shall mean the outstanding shares of Common
          Stock of the Company and, for purposes of the Change in
          Control provision, any other shares of capital stock of the
          Company into which the Common Stock shall be reclassified
          or changed.
          
     (r)  "Subsidiary" of the Company shall mean any corporation
          of which the Company owns, directly or indirectly, more
          than 50% of the Voting Stock.

     (s)  "Terminated" shall mean:

             (i)  termination by Polaroid without Cause at any time
                  within the two (2) years following a Change in Control;
                  
            (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 of Control at the request of any individual or
                  entity acquiring ownership and control of Polaroid.  If
                  Executive's employment with Polaroid is terminated prior to
                  a Change in Control at the request of Acquiring Person,
                  this Agreement shall become effective upon the
                  subsequent occurrence of a Change in Control involving such
                  Acquiring Person.  In such situation the Executive's
                  Termination Date shall be deemed to have occurred
                  immediately following the Change in Control, and therefore
                  Executive shall be entitled to the benefits provided in
                  this Agreement.


                           -6-
<PAGE>


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

         
2.   Effective Date; Term.  This Agreement shall be
     effective immediately prior to a Change in Control (the
     "Effective Date") and shall remain in effect for two (2)
     years following such Change in Control, and such additional
     time as may be necessary to give effect to the terms of the
     Agreement.
     
3.   Change in Control Benefits.  If 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 the greater of the severance
          benefit you would otherwise be entitled to receive under
          the Extended Severance Plan or:
          
          (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 365.
                  
     (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 then 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.


                           -7-

<PAGE>

          
     (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").
                  
            (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


                              -8-
<PAGE>
                       
               (B)  Polaroid shall apply the present value (and any other
                    actuarial adjustments required by this Agreement) using the
                    actuarial assumptions set forth in Section 1.01 of the
                    Pension Plan.  In determining your benefits under this
                    paragraph (e)(B), the terms of the Supplemental Plans as in
                    effect immediately prior to the Change in Control, except
                    as expressly modified in this paragraph (e), shall govern.

     (f)  Effect on Existing Plans.  All Change in Control
          provisions applicable to 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 their terms.
          Notwithstanding the foregoing, and subject to the
          limitation provided in Paragraph 3(a), 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.
          
     (g)  Outplacement Counseling.  Outplacement services will
          be provided consistent with Polaroid's outplacement
          practices in effect prior to the Change in Control.

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

     (a)  In the event it shall be determined that any payment,
          benefit or distribution (or combination thereof) by
          Polaroid, or one or more trusts established by Polaroid for
          the benefit of its employees, to or for the benefit    
          of Executive (whether paid or payable or distributed
          or distributable pursuant to the terms of this


                              -9-
<PAGE>

          Agreement, or otherwise) (a "Payment") would be
          subject to the excise tax imposed by Section 4999
          of the Code or any interest or penalties are
          incurred by Executive with respect to such excise
          tax (such excise tax, together with any such
          interest and penalties, hereinafter collectively
          referred to as the "Excise Tax"), Executive shall
          be entitled to receive an additional payment (a
          "Gross-Up Payment") in an amount such that after
          payment by Executive of all taxes (including any
          interest or penalties imposed with respect to
          such taxes), including, without limitation, any
          income taxes (and any interest and penalties
          imposed with respect thereto) and the Excise Tax
          imposed upon the Gross-Up Payment, Executive
          retains an amount of the Gross-Up Payment equal
          to the Excise Tax imposed upon the Payments.
          
     (b)  Subject to the provisions of Section 5(c), all
          determinations required to be made under this Section 5,
          including whether and when a Gross-Up Payment is required
          and the amount of such Gross-Up Payment and the assumptions
          to be utilized in arriving at such determination, shall be
          made by a nationally recognized certified public accounting
          firm as may be designated by Executive (the "Accounting
          Firm") which shall provide detailed supporting calculations
          both to Polaroid and Executive within fifteen (15) business
          days of the receipt of notice from Executive that there has
          been a Payment, or such earlier time as is requested by
          Polaroid.  In the event that the Accounting Firm is serving
          as accountant or auditor for an individual, entity or group
          effecting the change in ownership or effective control
          (within the meaning of Section 280G of the Code), Executive
          shall appoint another nationally recognized accounting firm
          to make the determinations required hereunder (which
          accounting firm shall then be referred to as the Accounting 
          Firm hereunder).  All fees and expenses of the Accounting
          Firm shall be borne solely by Polaroid.  Any Gross-Up
          Payment, as determined pursuant to this Section 5, shall be
          paid by Polaroid to Executive within five (5) business days
          after the receipt of the Accounting Firm's determination.
          If the Accounting Firm determines that no Excise Tax is
          payable by Executive, it shall so indicate to Executive in
          writing.  Any determination by the Accounting Firm shall be
          binding upon Polaroid and Executive.  As a result of the
          uncertainty in the application of Section 4999 of the Code
          at the time of the initial determination by the Accounting
          Firm hereunder, it is possible that Gross-Up Payments which
          will not have been made by Polaroid


                           -10-
<PAGE>

          should have been made ("Underpayment"), consistent with the
          calculations required to be made hereunder.  In the event
          that Polaroid exhausts its remedies pursuant to Section
          5(c) and Executive thereafter is required to make a payment
          of any Excise Tax, the Accounting Firm shall determine the
          amount of the Underpayment that has occurred and any such
          Underpayment shall be promptly paid by Polaroid to or for
          the benefit of Executive.

     (c)  Executive shall notify Polaroid in writing of any
          claim by the Internal Revenue Service that, if successful,
          would require the payment by Polaroid of the Gross-Up
          Payment.  Such notification shall be given as soon as
          practicable but no later than ten (10) business days after
          Executive is informed in writing of such claim and shall
          apprise Polaroid of the nature of such claim and the date
          on which such claim is requested to be paid.  Executive
          shall not pay such claim prior to the expiration of the
          thirty (30) day period following the date on which it gives
          such notice to Polaroid (or such shorter period ending on
          the date that any payment of taxes with respect to such
          claim is due).  If Polaroid notifies Executive in writing
          prior to the expiration of such period that it desires to
          contest such claim, Executive shall:

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

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

             (iv) permit Polaroid to participate in any proceedings
                  relating to such claim;
                  
          provided, however, that Polaroid shall
          bear and pay directly all costs and
          expenses (including additional interest
          and penalties) incurred in connection
          with such contest and shall indemnify
          and hold Executive harmless, on an after-
          tax basis, for any Excise Tax or income
          tax (including interest and penalties
          with respect thereto) imposed as a
          result of such representation and
          payment of costs and expenses.  Without
          limitation on the foregoing provisions
          of this Section 5(c), Polaroid shall
          control all proceedings taken in
          connection with such contest and, at its sole        


                          -11-
<PAGE>

          option, may pursue or forego any and all administrative
          appeals, proceedings, hearings and conferences
          with the taxing authority in respect of such
          claim and may, at its sole option, either direct
          Executive to pay the tax claimed and sue for a
          refund or contest the claim in any permissible
          manner, and Executive agrees to prosecute such
          contest to a determination before any
          administrative tribunal, in a court of initial
          jurisdiction and in one or more appellate courts,
          as Polaroid shall determine; provided, however,
          that if Polaroid directs Executive to pay such
          claim and sue for a refund, Polaroid shall
          advance the amount of such payment to Executive,
          on an interest-free basis, and shall indemnify
          and hold Executive harmless, on an after-tax
          basis, from any Excise Tax or income tax
          (including interest or penalties with respect
          thereto) imposed with respect to such advance or
          with respect to any imputed income with respect
          to such advance; and provided, further, that if
          Executive is required to extend the statute of
          limitations to enable Polaroid to contest such
          claim, Executive may limit this extension solely
          to such contested amount.  Polaroid's control of
          the contest shall be limited to issues with
          respect to which a Gross-Up Payment would be
          payable hereunder and Executive shall be entitled
          to settle or contest, as the case may be, any
          other issue raised by the Internal Revenue
          Service or any other taxing authority.
          
     (d)  If, after the receipt by Executive of an amount
          advanced by Polaroid pursuant to Section 5(c), Executive
          receives any refund with respect to such claim, Executive
          shall (subject to Polaroid's complying with the
          requirements of Section 5(c)) promptly pay to Polaroid the
          amount of such refund (together with any interest paid or
          credited thereon after taxes applicable thereto).  If,
          after the receipt by Executive of an amount advanced by
          Polaroid pursuant to Section 5(c), a determination is made
          that Executive shall not be entitled to any refund with
          respect to such claim and Polaroid does not notify
          Executive in writing of its intent to contest such denial
          of refund prior to the expiration of thirty (30) days after
          such determination, then such advance shall be forgiven and
          shall not be required to be repaid and the amount of such
          advance shall offset, to the extent thereof, the amount of
          Gross-Up Payment required to be paid.
          
6.   Termination for Cause.  Nothing in this Agreement
     shall be construed to prevent Polaroid from terminating
     Executive's employment for Cause.  If Executive is
     terminated for Cause, Polaroid shall have no obligation to
     make any payments under this Agreement, except for payments
     that may otherwise be     
     payable under then existing employee benefit plans,
     programs and arrangements of Polaroid.


                           -12-
<PAGE>

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

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

9.   Disputes.  Any dispute or controversy arising under or
     in connection with this Agreement shall be settled
     exclusively by arbitration in Boston, Massachusetts or, at  
     the option of Executive, in the county where Executive then
     resides, in accordance with the Rules of the American
     Arbitration Association then in effect.  Judgment may be
     entered on an arbitrator's award relating to this Agreement
     in any court having jurisdiction.

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


                           -13-
<PAGE>

     interpretation or enforcement of any provision of this
     Agreement, except that if Executive instituted the
     proceeding and the judge, arbitrator or other individual
     presiding over the proceeding affirmatively finds that
     Executive instituted the proceeding in bad faith, Executive
     shall pay all costs and expenses, including attorneys' fees
     and disbursements, of Executive.  Polaroid shall pay pre-
     judgment interest on any money judgment obtained by
     Executive as a result of such a proceeding, calculated at
     the prime rate of The Chase Manhattan Bank (or its
     successors), as in effect from time to time, from the date
     that payment should have been made to Executive under this
     Agreement.

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

12.  Payments in Event of Death.  Should the Executive
     become eligible to receive payments and benefits under this
     Agreement and die prior to receipt of all such payments and
     benefits, the residual payments shall be made to the
     beneficiaries identified on the Executive's beneficiary
     form for the Executive Deferral Compensation Plan.  Any
     residual family medical and dental benefits which the
     Executive was receiving on the Executive's date of death
     shall continue to the family members the Executive had
     covered in such medical and dental plans on such date.

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

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


                        -14-
<PAGE>

15.  Entire Agreement.  This Agreement constitutes the
     entire agreement between the parties and, except as
     expressly provided herein, supersedes all other prior
     agreements concerning the effect of a Change in Control on
     the relationship between Polaroid and Executive.  This
     Agreement may be changed only by a written agreement
     executed by Polaroid and Executive.
 
         IN WITNESS WHEREOF, the parties have executed
this Agreement on the 25 day of April, 1997.

                                   POLAROID CORPORATION

                                By /s/ Gary T. DiCamillo
                                  -------------------------
                                       Gary T. DiCamillo





/s/ William J. O'Neill, Jr.
---------------------------
William J. O'Neill, Jr.
Executive




                              -15-