Exhibit 10.2
 IMATION CORP.
 DIRECTORS COMPENSATION PROGRAM
EFFECTIVE MAY 4, 2005
(As amended May 6, 2009)
 SECTION 1. PURPOSE
   SECTION 2. DEFINITIONS




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SECTION 3. ADMINISTRATION




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SECTION 4. FEES/EXPENSES




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SECTION 5. ANNUAL GRANT OF STOCK BASED AWARD
     SECTION 6. MATCHING GIFT PROGRAM
  SECTION 7. ELECTIONS TO RECEIVE COMMON STOCK OR RESTRICTED STOCK UNITS
 Elections
 Common Stock




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Restricted Stock Units
 New Directors




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Restricted Stock Units
 Account
 Dividend Equivalent Credits
   Time of Payment




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Form of Payment
 Stock Plan
  SECTION 8. CHANGE IN CONTROL




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SECTION 9. AMENDMENT; TERMINATION
  SECTION 10. RIGHTS OF ELIGIBLE DIRECTORS
  SECTION 11. GENERAL RESTRICTIONS
 Investment Representations




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Compliance with Securities Laws
 Nontransferability
 No Acceleration of Distribution of Restricted Stock Units
 SECTION 12. WITHHOLDING
  SECTION 13. GOVERNING LAW
  SECTION 14. UNFUNDED PROGRAM
  SECTION 15. HEADINGS




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EXHIBIT A
FEES
(as of May 2009)
 Basic Fee
    
    $50,000Non-Executive Chairman
    
    1.2 times the Basic Fee provided to each
Eligible Director, in addition to the Basic
Fee for service as a member of the Board of
Directors.Committee Chair
    
    Audit & Finance: $10,000Compensation:  $7,500Nominating & Governance: $5,000Board Meetings/Teleconferences
    
    $1,500/$1,000Audit & Finance Meetings/Teleconferences
    
    $1,500/$1,000Compensation Committee
Meetings/Teleconferences
    
    $1,000/$1,000Nomination & Governance
Meetings/Teleconferences
    
    $1,000/$1,000Annual Stock Based Grants
    
    All Eligible Directors: Dollar value
$105,000 in options and restricted stock,
with 75% as options and 25% as restricted
stock (calculated using Black-Scholes
model)Non-Executive Chairman: 1.2 times the
Annual Stock Based Grant provided to each
Eligible Director, with the same division
as between options and restricted stock, in
addition to the Annual Stock Based Grant
for service as a member of the Board of
Directors




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EXHIBIT B
 IMATION CORP.
DIRECTORS COMPENSATION PROGRAM
ELECTION FORM
 
    The Program
  Basic Fee, Chairperson Fee and Non-Executive Chairman Fee (Annual Grant)
  ** Special Tax Rules Relating to Election to Receive Restricted Stock Units
 Due to Internal Revenue Code Section 409A relating to the taxation of deferred compensation,
an election to receive Restricted Stock Units under the Program can only be made for services
performed and payments to be received following the calendar year in which the election is made
(e.g., an election made in 2007 is not effective until January 1, 2008). Also, the election must
remain in effect for the ENTIRE calendar year. Any change in or termination of the election can
only be made the year before it is to go in effect (e.g., a change for 2008 must be made before the
end of 2007.)




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___
    %
    Election to receive Common Stock in lieu of Cash___
    %
    Election to receive Restricted Stock Units in lieu of Cash**___
    %
    Election to receive CashTotal:
    
    100
    %
 CHAIRPERSON FEE:
 ___
    %
    Election to receive Common Stock in lieu of Cash___
    %
    Election to receive Restricted Stock Units in lieu of Cash**___
    %
    Election to receive CashTotal:
    
    100
    %
 MEETING FEES:
  ___
    %
    Election to receive Common Stock in lieu of Cash___
    %
    Election to receive Restricted Stock Units in lieu of Cash**___
    %
    Election to receive CashTotal:
    
    100
    %
 NON-EXECUTIVE CHAIRMAN FEE:
 ___
    %
    Election to receive Common Stock in lieu of Cash___
    %
    Election to receive Restricted Stock Units in lieu of Cash**___
    %
    Election to receive CashTotal:
    
    100
    %




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DISTRIBUTION ELECTION FOR RESTRICTED STOCK UNITS (Must be completed if Eligible Director
has made an Election to Receive Restricted Stock Units.)
  ___
    
    ___-year anniversary of the grant date (please specify)___
    
    The date the Eligible Director incurs a separation from service with
Company (within the meaning of Section 409A of the Internal Revenue
Code).___
    
    Other (please specify date only):
 Term of Election
 Note:
A change or termination of an Election to receive Restricted Stock Units will not become effective
until January 1 of the calendar year following the calendar year the change or termination is filed
with the Secretary of the Company.
  ELIGIBLE DIRECTORSignatureAccepted and Agreed to by IMATION CORP.By:Title: