<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit101.txt
<DESCRIPTION>EXHIBIT (10.1)
<TEXT>
 
 
                                                  Exhibit (10.1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                   2005 Omnibus Long-Term
                      Compensation Plan
                             of
                    Eastman Kodak Company
 
 
 
 
                 (Effective January 1, 2005)
 
 
 
 
 
                                                         PAGE
 
ARTICLE 1 PURPOSE AND TERM OF PLAN                         1
 
ARTICLE 2 DEFINITIONS                                      1
 
ARTICLE 3 ELIGIBILITY                                     10
 
ARTICLE 4 PLAN ADMINISTRATION                             11
 
ARTICLE 5 FORM OF AWARDS                                  14
 
ARTICLE 6 SHARES SUBJECT TO PLAN                          16
 
ARTICLE 7 PERFORMANCE AWARDS                              18
 
ARTICLE 8 STOCK OPTIONS                                   19
 
ARTICLE 9 STOCK APPRECIATION RIGHTS                       21
 
ARTICLE 10 RESTRICTED STOCK AWARDS                        23
 
ARTICLE 11 OTHER STOCK-BASED AWARDS                       25
 
ARTICLE 12 PAYMENT OF AWARDS                              25
 
ARTICLE 13 DIVIDEND AND DIVIDEND EQUIVALENT               28
 
ARTICLE 14 DEFERRAL OF AWARDS                             28
 
ARTICLE 15 CHANGE IN CONTROL                              29
 
ARTICLE 16 MISCELLANEOUS                                  33
 
APPENDIX A EASTMAN KODAK COMPANY
2005 OMNIBUS LONG TERM COMPENSATION PLAN                 A-1
 
 
 
                          ARTICLE 1
 
                  PURPOSE AND TERM OF PLAN
 
  1.1  Purpose
 
          The purpose of the Plan is to provide motivation
to selected Employees and Directors to put forth maximum
efforts toward the continued growth, profitability, and
success of the Company by providing equity- and cash-based
incentives to such Employees and Directors.
 
  1.2  Term
 
          The Plan will become effective on January 1, 2005,
subject to its approval by Kodak's shareholders, at the 2005
Annual Meeting of the shareholders, and unless sooner
terminated by the Board pursuant to Section 16.6, the Plan
shall have a term of 10 years.  Awards may not be granted
after December 31, 2014; except that the Committee may grant
Awards after this date in recognition of performance for
Performance Cycles commencing prior to such date.
 
                          ARTICLE 2
 
                         DEFINITIONS
 
          In any necessary construction of a provision of
this Plan, the masculine gender may include the feminine,
and the singular may include the plural, and vice versa.
 
  2.1  Award
 
          "Award" means grants of both equity-, and
cash-based awards, including Performance Awards, Stock
Options, SARs, Restricted Stock Awards, Restricted Stock
Unit Awards, Other Stock-Based Awards, or any form of award
established by the Committee pursuant to Subsection 4.2(o),
whether singly, in combination, or in tandem, to a
Participant by the Committee pursuant to such terms,
conditions, restrictions and/or limitations, if any, as the
Committee may establish by the Award Notice or otherwise.
 
  2.2  Award Notice
 
          "Award Notice" means the written document
establishing the terms, conditions, restrictions, and/or
limitations of an Award in addition to those established by
this Plan and by the Committee's exercise of its
administrative powers.  The Committee shall establish the
form of the written document in the exercise of its sole and
absolute discretion.  The Committee may, but need not,
require a Participant to sign a copy of the Award Notice as
a precondition to receiving an Award.
 
  2.3  Board
 
          "Board" means the board of directors of Kodak.
 
  2.4  CEO
 
          "CEO" means the Chief Executive Officer of Kodak.
 
  2.5  Change in Control
 
          "Change in Control" means the occurrence of any
one of the following events:
 
          (a)  within any twenty-four (24) month period, the
Incumbent Directors shall cease to constitute at least a majority
of the Board or the board of directors of any successor to the
Company;
 
          (b)  any person is or becomes a "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Kodak representing 25% or more
of the combined voting power of Kodak's then outstanding
securities eligible to vote for the election of the Board
(the "Kodak Voting Securities"); provided, however, that the
event described in this paragraph (b) shall not be deemed to
be a Change in Control by virtue of any of the following
acquisitions: (1) by Kodak or any Subsidiary, (2) by any
employee benefit plan (or related trust) sponsored or
maintained by Kodak or any Subsidiary, (3) by any
underwriter temporarily holding securities pursuant to an
offering of such securities, (4) pursuant to a Non-
Qualifying Transaction (as defined in paragraph (c) below),
or (5) a transaction (other than one described in paragraph
(c) below) in which Kodak Voting Securities are acquired
from Kodak, if a majority of the Incumbent Directors approve
a resolution providing expressly that the acquisition
pursuant to this clause (5) does not constitute a Change in
Control under this paragraph (b);
 
          (c)  the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate transaction
involving Kodak or any of its Subsidiaries that requires the
approval of Kodak's shareholders, whether for such
transaction or the issuance of securities in the transaction
(a "Reorganization"), unless immediately following such
Reorganization:  (1) more than 60% of the total voting power
of (x) the corporation resulting from such Reorganization
(the "Surviving Company"), or (y) if applicable, the
ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Company (the
"Parent Company"), is represented by Kodak Voting Securities
that were outstanding immediately prior to such
Reorganization (or, if applicable, is represented by shares
into which such Kodak Voting Securities were converted
pursuant to such Reorganization), and such voting power
among the holders thereof is in substantially the same
proportion as the voting power of such Kodak Voting
Securities among the holders thereof immediately prior to
the Reorganization, (2) no person (other than any employee
benefit plan (or related trust) sponsored or maintained by
the Surviving Company or the Parent Company), is or becomes
the beneficial owner, directly or indirectly, of 25% or more
of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Company
(or, if there is no Parent Company, the Surviving Company),
and (3) at least a majority of the members of the board of
directors of the Parent Company (or, if there is no Parent
Company, the Surviving Company) following the consummation
of the Reorganization were Incumbent Directors at the time
of the Board's approval of the execution of the initial
agreement providing for such Reorganization (any
Reorganization which satisfies all of the criteria specified
in (1), (2) and (3) above shall be deemed to be a "Non-
Qualifying Transaction");
 
          (d)  the shareholders of Kodak approve a plan of
complete liquidation or dissolution of Kodak; or
 
          (e)  the consummation of a sale of all or
substantially all of Kodak's assets to an entity that is not
an affiliate of Kodak.
 
          Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any person
acquires beneficial ownership of 25% or more of Kodak Voting
Securities as a result of the acquisition of Kodak Voting
Securities by Kodak which reduces the number of Kodak Voting
Securities outstanding; provided that if after such
acquisition by Kodak such person becomes the beneficial
owner of additional Kodak Voting Securities that increases
the percentage of outstanding Kodak Voting Securities
beneficially owned by such person, a Change in Control shall
then occur.
 
  2.6  Change in Control Price
 
          "Change in Control Price" means, for events
described in clause (c) of the definition of Change in
Control, the consideration received by shareholders of the
Company in respect of a share of Common Stock in connection
with the transaction, or, for events described in clauses
(a), (b), (d) or (e) of the definition of Change in Control,
the average of the closing prices for the five (5) days
preceding the date of the Change in Control.
 
  2.7  Code
 
          "Code" means the Internal Revenue Code of 1986, as
amended from time to time, including regulations thereunder
and any successor provisions and regulations thereto.
 
  2.8  Committee
 
          "Committee" means the Executive Compensation and
Development Committee of the Board, or such other Board
committee as may be designated by the Board to administer
the Plan; provided that the Committee shall consist of three
or more directors, each of whom is (1) an "independent"
director under the New York Stock Exchange's listing
requirements, (2) a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Exchange Act, and (3) an
"outside director" within the meaning of Section 162(m) of
the Code and the applicable regulation thereunder.  However,
if a member of the Committee does not meet each of the
foregoing requirements, the Committee may delegate some or
all of its functions under the Plan to a committee or
subcommittee composed of members that meet the relevant
requirements.  The term "Committee" includes any such
committee or subcommittee, to the extent of the Executive
Compensation and Development Committee's delegation.
 
  2.9  Common Stock
 
          "Common Stock" means the common stock, $2.50 par
value per share, of Kodak that may be newly issued or
treasury stock.
 
  2.10 Company
 
          "Company" means Kodak and its Subsidiaries.
 
  2.11 Covered Employee
 
          "Covered Employee" means an Employee who is a
"Covered Employee" within the meaning of Section 162(m) of
the Code.
 
  2.12 Director
 
          "Director" means a non-employee member of the
Board.
 
  2.13 Disability
 
          "Disability" means a disability as defined under
the terms of the long-term disability plan maintained by the
Participant's employer, or in the absence of such a plan,
the Kodak Long-Term Disability Plan.
 
  2.14 Effective Date
 
          "Effective Date" means the date an Award is
determined to be effective by the Committee upon its grant
of such Award.
 
  2.15 Employee
 
          "Employee" means any person employed by Kodak or
any Subsidiary on a full or part time basis.
 
  2.16 Exchange Act
 
          "Exchange Act" means the Securities and Exchange
Act of 1934, as amended from time to time, including rules
thereunder and any successor provisions and rules thereto.
 
  2.17 Fair Market Value
 
          "Fair Market Value" means the mean of the high and
low sales prices of a share of Common Stock on a particular
date on the New York Stock Exchange.  In the event that the
Common Stock is not traded on the New York Stock Exchange on
the relevant date, the Fair Market Value will be determined
on the next preceding day on which the Common Stock was
traded.
 
  2.18 Freestanding SAR
 
          "Freestanding SAR" shall have the meaning as set
forth in Section 9.1.
 
  2.19 Incentive Stock Options
 
          "Incentive Stock Option" means incentive stock
options within the meaning of Section 422 of the Code.
 
  2.20 Incumbent Director
 
          "Incumbent Directors" means  the persons who were
members of the Board as of January 1, 2005 plus, any person
becoming a director subsequent to January 1, 2005 whose
election or nomination for election was approved by a vote
of at least two thirds of the Incumbent Directors then on
the Board (either by a specific vote or by approval for the
proxy statement of Kodak in which such person is named as a
nominee for director, without written objection to such
nomination); provided, however, that no individual initially
elected or nominated as a director of Kodak as a result of
an actual or threatened election contest with respect to
directors ("Election Contest") or any other actual or
threatened solicitation of proxies or consents by or on
behalf of any "person" (as such term is defined in Section
3(a)(9) of the Exchange Act) other than the Board ("Proxy
Contest"), including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest, shall
be deemed to be an Incumbent Director until twenty-four (24)
months after such election.
 
  2.21 Indemnified Person
 
          "Indemnified Person" shall have the meaning as set
forth in Section 4.7.
 
  2.22 Kodak
 
          "Kodak" means Eastman Kodak Company.
 
  2.23 Non-Qualified Option
 
          "Non-Qualified Option" shall have the meaning as
set forth in Section 8.1.
 
  2.24 Option Proceeds
 
          "Option Proceeds" means the cash (or equivalents)
received by the Company for the option price in connection
with the exercise of Stock Options plus the maximum tax
benefit that could be realized by the Company as a result of
the exercise of such Stock Options, which tax benefit shall
be determined by multiplying (a) the amount that is
deductible for federal income tax purposes as a result of
any such Stock Option exercise, times (b) the maximum
federal corporate income tax rate for the year of exercise.
To the extent that a Participant pays the option price
and/or withholding taxes with shares of Common Stock, Option
Proceeds shall not be calculated with respect to the amounts
so paid in shares of Common Stock.
 
  2.25 Other Stock-Based Award
 
          "Other Stock-Based Award" means the unrestricted
shares, deferred share units, or such other form as the
Committee may determine, granted pursuant to Article 11 of
the Plan.
 
  2.26 Parent Company
 
          "Parent Company" shall have the meaning set forth
in Section 2.5.
 
  2.27 Participant
 
          "Participant" means either an Employee or Director
to whom an Award has been granted by the Committee under the
Plan.
 
  2.28 Performance Awards
 
          "Performance Awards" means the equity- and cash-
based Awards that vest on satisfying the Performance
Criteria granted pursuant to Article 7.
 
  2.29 Performance Criteria
 
          "Performance Criteria" means the one or more
criteria that the Committee shall select for a Performance
Cycle.
 
  2.30 Performance Cycle
 
          "Performance Cycle" means the one or more periods
of time, which may be of varying and overlapping durations,
as the Committee may select, over which the attainment of
the Performance Criteria, will be measured for the purpose
of determining a Participant's right to and the payment of a
Performance Award.
 
  2.31 Performance Formula
 
          "Performance Formula" means, for a Performance
Cycle, the one or more objective formulas applied against
the relevant Performance Criteria to determine, with regard
to the Award of a particular Participant, whether all, some
portion but less than all, or none of the Award has been
earned for the Performance Cycle.  The formula may exclude
the impact of charges for restructurings, discontinued
operations, extraordinary items, and other unusual or non-
recurring items, and the cumulative effects of accounting
changes each as defined by generally accepted accounting
principles and as identified in the financial statements,
notes to the financial statements, management's discussion
and analysis or other SEC filings.
 
  2.32 Plan
 
          "Plan" means the 2005 Omnibus Long-Term
Compensation Plan, including all attachments thereto.
 
  2.33 Restricted Stock Award
 
          "Restricted Stock Award" means the equity-based
awards in actual shares granted pursuant to Article 10 of
the Plan.
 
  2.34 Restricted Stock Unit Award
 
          "Restricted Stock Unit Award" means the equity-
based awards in share units granted pursuant to Article 10
of the Plan.
 
  2.35 Retirement
 
          "Retirement" means, in the case of a Participant
employed by Kodak, voluntary termination of employment on or
after age 55 with 10 or more years of service or on or after
age 65.  In the case of a Participant employed by a
Subsidiary, "Retirement" means early or normal retirement
under the terms of the Subsidiary's retirement plan, or if
the Subsidiary does not have a retirement plan, termination
of employment on or after age 60.  A Participant must
voluntarily terminate his or her employment in order for his
or her termination of employment to be for "Retirement."
 
  2.36 SARs
 
          "SARs" means the stock appreciation rights granted
pursuant to Article 9 of the Plan.
 
  2.37 Stock Option
 
          "Stock Option" means any right granted to a
Participant to purchase Common Stock at such price or prices
and during such periods established pursuant to Article 8 of
the Plan.
 
  2.38 Subsidiary
 
          "Subsidiary" means a corporation or other business
entity in which Kodak directly or indirectly has an
ownership interest of 50 percent or more except that with
respect to Incentive Stock Options, "Subsidiary" shall mean
"subsidiary corporation" as defined in Section 424(f) of the
Code.
 
  2.39 Substitute Awards
 
          "Substitute Awards" means Awards granted or shares
issued by the Company in assumption of, or in substitution
or exchange for, Awards previously granted, or the right or
obligation to make future awards, by a company acquired by
the Company or any Subsidiary or with which the Company or
any Subsidiary combines.
 
  2.40 Surviving Company
 
          "Surviving Company" shall have the meaning set
forth in Section 2.5.
 
  2.41 Tandem SAR
 
          "Tandem SAR" shall have the meaning as set forth
in Section 9.1.
 
  2.42 Year
 
          "Year" means Kodak's fiscal year.
 
                          ARTICLE 3
 
                         ELIGIBILITY
 
  3.1
 
          All Employees and Directors are eligible to
participate in the Plan.  The Committee may select, from
time to time, Participants from those Employees who, in the
opinion of the Committee, can further the Plan's purposes.
In addition, the Committee may select, from time to time,
Participants from those Directors (who may or may not be
Committee members) who, in the opinion of the Committee, can
further the Plan's purposes.  Once a Participant is so
selected, the Committee shall determine the type(s) of
Awards to be made to the Participant and shall establish in
the related Award Notice(s) the terms, conditions,
restrictions and/or limitations, if any, applicable to the
Award(s) in addition to those set forth in this Plan and the
administrative rules and regulations issued by the
Committee.
 
                          ARTICLE 4
 
                     PLAN ADMINISTRATION
 
  4.1  Responsibility
 
          The Committee shall have total and exclusive
responsibility to control, operate, manage and administer
the Plan in accordance with its terms.
 
  4.2  Authority of the Committee
 
          The Committee shall have all the authority that
may be necessary or helpful to enable it to discharge its
responsibilities with respect to the Plan.  Without limiting
the generality of the preceding sentence, the Committee
shall have the exclusive right to: (a) select the
Participants and determine the type of Awards to be made to
Participants, the number of shares or amount of cash (or
equivalents) subject to Awards and the terms, conditions,
restrictions and limitations of the Awards; (b) interpret
the Plan; (c) determine eligibility for participation in the
Plan; (d) decide all questions concerning eligibility for
and the amount of Awards payable under the Plan; (e)
construe any ambiguous provision of the Plan; (f) correct
any defect; (g) supply any omission; (h) reconcile any
inconsistency; (i) issue administrative guidelines or
subplans as an aid to administer the Plan and make changes
in such guidelines or subplans as it from time to time deems
proper; (j) prescribe, amend and rescind rules and
regulations relating to the Plan, including rules governing
its own operation; (k) amend the Plan in accordance with
Section 16.6, (l) determine whether Awards should be granted
singly, in combination or in tandem; (m) to the extent
permitted under the Plan, grant waivers of Plan terms,
conditions, restrictions, and limitations; (n) accelerate
the vesting, exercise, or payment of an Award or the
Performance Cycle of an Award when such action or actions
would be in the best interests of the Company and in
compliance with applicable tax law; (o) establish such other
types of Awards, besides those specifically enumerated in
Article 5 hereof, which the Committee determines are
consistent with the Plan's purpose; (p) establish and
administer Performance Formula and certify whether, and to
what extent, the goals have been attained; (q) determine the
terms and provisions of any Award Notice or other agreements
entered into hereunder; (r) take any and all other action it
deems necessary or advisable for the proper operation or
administration of the Plan; (s) make all other
determinations it deems necessary or advisable for the
administration of the Plan, including factual
determinations; and (t) determine whether, to what extent
and under what circumstances Awards may be settled or
exercised in cash or shares of Common Stock or cancelled,
forfeited or suspended and the method or methods by which
Awards may be settled, cancelled, forfeited or suspended.
 
  4.3  Discretionary Authority
 
          The Committee shall have full discretionary
authority in all matters related to the discharge of its
responsibilities and the exercise of its authority under the
Plan including, without limitation, its construction of the
terms of the Plan and its determination of eligibility for
participation and Awards under the Plan.  It is the intent
of the Plan that the decisions of the Committee and its
actions with respect to the Plan shall be final, binding and
conclusive upon all persons having or claiming to have any
right or interest in or under the Plan.
 
  4.4  Section 162 (m) of the Code and Covered Employees
 
          The terms set forth in Appendix A shall apply to
all Awards granted to any Covered Employee, other than
Awards of Stock Options or SARs,.
 
  4.5  Action by the Committee
 
          The Committee may act only by a majority of its
members.  Any determination of the Committee may be made,
without a meeting, by a writing or writings signed by all of
the members of the Committee and action so taken shall be
fully effective as if it had been taken by a vote at a
meeting.  In addition, the Committee may authorize any one
or more of its number to execute and deliver documents on
behalf of the Committee.
 
  4.6  Allocation and Delegation of Authority
 
          The Committee may allocate all or any portion of
its responsibilities and powers under the Plan to any one or
more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons
selected by it, provided that any such allocation or
delegation be in writing; provided, however, that only the
Committee may select and grant Awards to Participants who
are subject to Section 16 of the Exchange Act.  The
Committee may revoke any such allocation or delegation at
any time for any reason with or without prior notice.
 
  4.7  Liability
 
          No member of the Board or the Committee or any
employee of the Company (each such person an "Indemnified
Person") shall have any liability to any person (including,
without limitation, any Participant) for any action taken or
omitted to be taken or any determination made in good faith
with respect to the Plan or any Award.  Each Indemnified
Person shall be indemnified and held harmless by Kodak
against and from any loss, cost, liability or expense
(including attorneys' fees) that may be imposed upon or
incurred by such Indemnified Person in connection with or
resulting from any action, suit or proceeding to which such
Indemnified Person may be a party or in which such
Indemnified Person may be involved by reason of any action
taken or omitted to be taken under the Plan and against and
from any and all amounts paid by such Indemnified Person,
with Kodak's prior approval, in settlement thereof, or paid
by such Indemnified Person in satisfaction of any judgment
in any such action, suit or proceeding against such
Indemnified Person, provided that Kodak shall have the
right, at its own expense, to assume and defend any such
action, suit or proceeding and, once Kodak gives notice of
its intent to assume the defense, Kodak shall have sole
control over such defense with counsel of Kodak's choice.
The foregoing right of indemnification shall not be
available to an Indemnified Person to the extent that a
court of competent jurisdiction in a final judgment or other
final adjudication, in either case, not subject to further
appeal, determines that the acts or omissions of such
Indemnified Person giving rise to the indemnification claim
resulted from such Indemnified Person's bad faith, fraud or
willful criminal act or omission.  The foregoing right of
indemnification shall not be exclusive of any other rights
of indemnification to which Indemnified Persons may be
entitled under the Company's Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any other power
that the Company may have to indemnify such persons or hold
them harmless.
 
  4.8  Interim Decision Making
 
          Notwithstanding anything to the contrary contained
herein:  (i) until the Board shall appoint the members of
the Committee, the Plan shall be administered by the Board
and (ii) the Board may, in its sole discretion, at any time
and from time to time, grant Awards or resolve to administer
the Plan.  In either of the foregoing events, the Board
shall have all of the authority and responsibility granted
to the Committee herein.
 
                          ARTICLE 5
 
                       FORM OF AWARDS
 
  5.1  In General
 
          Awards may, at the Committee's sole discretion, be
paid in the form of Performance Awards pursuant to Article
7, Stock Options pursuant to Article 8, SARs pursuant to
Article 9, Restricted Stock Awards and Restricted Stock Unit
Awards pursuant to Article 10, Other Stock-Based Awards
pursuant to Article 11 and any form established by the
Committee pursuant to Subsection 4.2(o), or a combination
thereof.  All Awards shall be subject to the terms,
conditions, restrictions and limitations of the Plan.  The
Committee may, in its sole judgment, subject an Award to
such other terms, conditions, restrictions and/or
limitations (including, but not limited to, the time and
conditions of exercise and restrictions on transferability,
termination and vesting), provided that they are not
inconsistent with the terms of the Plan.  Awards under a
particular Article of the Plan need not be uniform and
Awards under two or more Articles may be combined into a
single Award Notice.  Any combination of Awards may be
granted at one time and on more than one occasion to the
same Participant.  For purposes of the Plan, the value of
any Award granted in the form of Common Stock shall be the
Fair Market Value as of the grant's Effective Date.
 
  5.2  Foreign Jurisdictions
 
          (a)  Special Terms.  In order to facilitate the making
of any Award to Participants who are employed by the Company
outside the United States (or who are foreign nationals
temporarily within the United States), the Committee may
provide for such modifications and additional terms and
conditions ("special terms") in Awards as the Committee may
consider necessary or appropriate to accommodate differences
in local law, policy or custom or to facilitate
administration of the Plan.  The special terms may provide
that the grant of an Award is subject to (1) applicable
governmental or regulatory approval or other compliance with
local legal requirements and/or (2) the execution by the
Participant of a written instrument in the form specified by
the Committee, and that in the event such conditions are not
satisfied, the grant shall be void.  The Committee may adopt
or approve sub-plans, appendices or supplements to, or
amendments, restatements, or alternative versions of, the
Plan as it may consider necessary or appropriate for
purposes of implementing any special terms, without thereby
affecting the terms of the Plan as in effect for any other
purpose; provided, however, no such sub-plans, appendices or
supplements to, or amendments, restatements, or alternative
versions of, the Plan shall: (a) increase the limitations
contained in Sections 7.5, 8.6 and 9.5; (b) increase the
number of available shares under Section 6.1; or (c) cause
the Plan to cease to satisfy any conditions of Rule 16b-3
under the Exchange Act or, with respect to Covered
Employees, Section 162(m) of the Code.
 
          (b)  Currency Effects.  Unless otherwise specifically
determined by the Committee, all Awards and payments
pursuant to such Awards shall be determined in U.S.
currency.  The Committee shall determine, in its discretion,
whether and to the extent any payments made pursuant to an
Award shall be made in local currency, as opposed to U.S.
dollars.  In the event payments are made in local currency,
the Committee may determine, in its discretion and without
liability to any Participant, the method and rate of
converting the payment into local currency.
 
          (c)  Modifications to Awards.  The Committee shall have
the right at any time and from time to time and without prior
notice to modify outstanding Awards to comply with or
satisfy local laws and regulations, to avoid costly
governmental filings or to implement administrative changes
to the Plan that are deemed necessary or advisable by the
Committee for compliance with laws.  By means of
illustration but not limitation, the Committee may restrict
the method of exercise of an Award to avoid securities laws
or exchange control filings, laws or regulations.
 
          (d)  Acquired Rights.  No Employee in any country shall
have any right to receive an Award, except as expressly provided
for under the Plan.  All Awards made at any time are subject
to the prior approval of the Committee.
 
 
                               ARTICLE 6
 
                        SHARES SUBJECT TO PLAN
 
  6.1  Available Shares
 
          (a)  Aggregate Limits.  The aggregate number of shares
of the Company's Common Stock that shall be available for grant
under this Plan shall be eleven million (11,000,000), plus
any shares subject to awards made under the 1990 Omnibus
Long-Term Compensation Plan, the 1995 Omnibus Long-Term
Compensation Plan and the 2000 Omnibus Long-Term
Compensation Plan, in each case that are outstanding upon
the expiration of such plan and become available pursuant to
Section 6.1(b).  The aggregate number of shares available
for grant under this Plan and the number of shares subject
to outstanding Awards shall be subject to adjustment as
provided by Section 6.2.  The shares issued pursuant to
Awards granted under this Plan may be shares that either
were reacquired by the Company, including shares purchased
in the open market, or authorized but unissued shares.
 
          (b)  For purpose of this Section 6.1, the aggregate
number of shares available for Awards under this Plan shall be
increased by, (i) shares subject to Awards that have been
canceled, expired, forfeited or settled in cash, without the
issuance of substitute shares, (ii) shares subject to Awards
that have been retained by the Company in payment or
satisfaction of the purchase price or tax withholding
obligation of an Award, (iii) shares issued in connection
with reinvestment of dividends or dividend equivalents (iv)
shares that have been delivered (either actually or
constructively by attestation) to the Company in payment or
satisfaction of the purchase price or tax withholding
obligation of an Award, (v) shares reacquired by the Company
on the open market using Option Proceeds; provided, however,
that the aggregate number of shares that may be added back
to the aggregate limit shall not be greater than the amount
of such Option Proceeds divided by the Fair Market Value on
the date of exercise of the Stock Option giving rise to such
Option Proceeds, and (vi) shares subject to Awards that
otherwise do not result in the issuance of shares in
connection with payment or settlement of an Award.  In
addition, the aggregate number of shares available for grant
under this Plan shall not be reduced by shares granted as
Substitute Awards.
 
  6.2  Adjustment to Shares
 
          If there is any change in the number of
outstanding shares of Common Stock through the declaration
of stock dividends, stock splits or the like, the number of
shares available for Awards, the shares subject to any Award
and the option prices or exercise prices of Awards shall be
automatically adjusted.  If there is any change in the
number of outstanding shares of Common Stock through any
change in the capital account of Kodak, or through a merger,
consolidation, separation (including a spin off or other
distribution of stock or property), reorganization (whether
or not such reorganization comes within the meaning of such
term in Section 368(a) of the Code) or partial or complete
liquidation, the Committee shall make appropriate
adjustments in the maximum number of shares of Common Stock
which may be granted under the Plan and any adjustments
and/or modifications to outstanding Awards as it, in its
sole discretion, deems appropriate.  In the event of any
other change in the capital structure or in the Common Stock
of Kodak, the Committee shall also be authorized to make
such appropriate adjustments in the maximum number of shares
of Common Stock available for grant under the Plan and any
adjustments and/or modifications to outstanding Awards as
it, in its sole discretion, deems appropriate.  The maximum
number of shares available for grant under the Plan shall be
automatically adjusted to the extent necessary to reflect
any dividend equivalents paid in the form of Common Stock.
 
                          ARTICLE 7
 
                     PERFORMANCE AWARDS
 
  7.1  In General
 
          Awards may be granted to Participants in the form
of Performance Awards under the Plan.
 
  7.2  Performance Criteria
 
          The Performance Criteria to be measured during any
Performance Cycle selected by the Committee may be on a
corporate-wide basis based on aggregate Company performance
or performance at the Subsidiary or business unit level.
The performance goals under the Performance Criteria may be
measured against absolute targets or relative to the
performance of one or more comparable companies or an index
covering multiple companies.
 
  7.3  Discretion of Committee with Respect to Performance
       Awards
 
          With regard to a particular Performance Cycle, the
Committee shall have full discretion to select the length of
such Performance Cycle, the type(s) of Performance Awards to
be issued, the Performance Criteria that will be used to
establish the Performance Formula, the kind(s) and/or
level(s) of the goals under the Performance Formula, whether
the Performance Criteria shall apply to the Company, Kodak,
a Subsidiary, or any one or more subunits of the foregoing,
and the Performance Formula.
 
  7.4  Payment of Performance Awards
 
          (a)  Condition to Receipt of Performance Award.  Unless
otherwise provided in the relevant Award Notice, a
Participant must be employed by the Company on the last day
of a Performance Cycle to be eligible for a Performance
Award for such Performance Cycle.
 
          (b)  Limitation.  Unless otherwise determined by the
Committee, a Participant shall be eligible to receive a
Performance Award for a Performance Cycle only to the extent
that achievement of the goals under the Performance Formula
for such period is measured and as a result, all or some
portion of such Participant's Performance Award has been
earned for the Performance Cycle.
 
          (c)  Timing of Award Payments.  The Awards granted for
a Performance Cycle shall be paid to Participants as soon as
administratively possible following determination of
achievement of the goals under the Performance Formula and
satisfaction of any applicable vesting periods or other
terms and conditions.
 
  7.5  Maximum Award Payable
 
          The maximum Performance Award payable to any one
Participant under the Plan for a Performance Cycle is five
hundred thousand (500,000) shares of Common Stock.  In the
event that the Performance Award is denominated in cash
rather than shares of Common Stock, the maximum individual
cash award paid in respect of any Performance Cycle shall be
five million dollars ($5,000,000).
 
                          ARTICLE 8
 
                        STOCK OPTIONS
 
  8.1  In General
 
          Awards may be granted in the form of Stock
Options.  These Stock Options may be Incentive Stock Options
or non-qualified stock options (i.e., Stock Options which
are not Incentive Stock Options) ("Non-Qualified Stock
Options"), or a combination of both.
 
  8.2  Terms and Conditions of Stock Options
 
          (a)  In General.  A Stock Option shall be exercisable
in accordance with such terms and conditions and at such times
and during such periods as may be determined by the
Committee in its sole discretion and as set forth in an
individual Award Notice; provided, however, no Stock Option
shall be exercisable after the expiration of 7 years from
the Effective Date of the Stock Option.  The price at which
Common Stock may be purchased upon exercise of a Stock
Option shall be not less than 100% of the Fair Market Value
of the Common Stock on the Effective Date of the Stock
Option's grant except for grants of Substitute Awards.
Moreover, all Stock Options shall have a vesting schedule
not less than one year from the date of grant, except under
certain circumstances contemplated by Section 12.2 or
Article 15.
 
          (b)  Other than pursuant to Section 6.2 or as a result
of a grant of a Substitute Award, the Committee shall not be
permitted to (i) lower the option price per share of a Stock
Option after it is granted, (ii) cancel a Stock Option when
the option price per share exceeds the Fair Market Value of
the underlying shares in exchange for another Award, or
(iii) take any other action with respect to a Stock Option
that may be treated as a repricing under the rules and
regulations of the New York Stock Exchange, without
shareholder approval.
 
  8.3  Restrictions Relating to Incentive Stock Options
 
          Stock Options issued in the form of Incentive
Stock Options shall, in addition to being subject to the
terms and conditions of Section 8.2, comply with Section 422
of the Code.  Accordingly, the aggregate Fair Market Value
(determined at the time the Incentive Stock Option was
granted) of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by a
Participant during any calendar year (under this Plan or any
other plan of the Company) shall not exceed one hundred
thousand dollars ($100,000) (or such other limit as may be
required by the Code).
 
  8.4  Additional Terms and Conditions
 
          The Committee may, by way of the Award Notice or
otherwise, establish such other terms, conditions,
restrictions and/or limitations, if any, of any Stock Option
Award, provided that they are not inconsistent with the
Plan.
 
  8.5  Exercise
 
          Upon exercise, the option price of a Stock Option
may, at the Committee's discretion, be paid in cash (or
equivalents), or by tendering, by either actual delivery of
shares or by attestation, shares of Common Stock, a
combination of the foregoing, or such other consideration as
the Committee may deem appropriate.  Any shares of Common
Stock tendered by a Participant upon exercise of a Stock
Option must, if acquired by the Participant pursuant to a
previous Stock Option exercise, be owned by the Participant
for at least six months prior to the date of exercise of the
Stock Option.  The Committee shall establish appropriate
methods for accepting Common Stock, whether restricted or
unrestricted, and may impose such conditions as it deems
appropriate on the use of such Common Stock to exercise a
Stock Option.
 
  8.6  Maximum Award Payable
 
          Notwithstanding any provision contained in the
Plan to the contrary, the maximum number of shares for which
Stock Options may be granted under the Plan to any one
Participant in any thirty-six (36) month period is two
million (2,000,000) shares of Common Stock.
 
                          ARTICLE 9
 
                  STOCK APPRECIATION RIGHTS
 
  9.1  In General
 
          Awards may be granted in the form of SARs.  SARs
entitle the Participant to receive a payment equal to the
appreciation in a stated number of shares of Common Stock
from the exercise price to the Fair Market Value of the
Common Stock on the date of exercise.  An SAR may be granted
in tandem with all or a portion of a related Stock Option
under the Plan ("Tandem SARs"), or may be granted separately
("Freestanding SARs").  A Tandem SAR may be granted either
at the time of the grant of the related Stock Option or at
any time thereafter during the term of the Stock Option.
 
  9.2  Terms and Conditions of SARs
 
          (a)  Tandem SARs.  A Tandem SAR shall be exercisable
to the extent, and only to the extent, that the related Stock
Option is exercisable, and the "exercise price" of such an
SAR (the base from which the value of the SAR is measured at
its exercise) shall be the option price under the related
Stock Option.  If a Tandem SAR is added to an outstanding
option, the exercise price shall be the same as the earlier
granted option which may be less than 100% of the Fair
Market Value on the date the SAR is granted.  If a related
Stock Option is exercised as to some or all of the shares
covered by the Award, the related Tandem SAR, if any, shall
be canceled automatically to the extent of the number of
shares covered by the Stock Option exercise.  Upon exercise
of a Tandem SAR as to some or all of the shares covered by
the Award, the related Stock Option shall be canceled
automatically to the extent of the number of shares covered
by such exercise.  Moreover, all Tandem SARs shall expire
not later than the earlier of (1) 7 years from the Effective
Date of the SAR's grant or (2) the expiration of the related
Stock Option.
 
          (b)  Freestanding SARs.  Freestanding SARs shall be
exercisable in accordance with such terms and conditions and
at such times and during such periods as may be determined
by the Committee.  The exercise price of a Freestanding SAR
shall be not less than 100% of the Fair Market Value of the
Common Stock, as determined by the Committee, on the
Effective Date of the Freestanding SAR's grant.  Moreover,
all Freestanding SARs shall expire not later than 7 years
from the Effective Date of the Freestanding SAR's grant and
generally have the same terms and conditions as Stock
Options.
 
          (c)  Other than pursuant to Section 6.2 or as a result
of a grant of a Substitute Award, the Committee shall not be
permitted to (i) lower the exercise price of an SAR after it
is granted, (ii) cancel an SAR when the exercise price
exceeds the Fair Market Value of the underlying shares of
Common Stock in exchange for another Award, or (iii) take
any other action with respect to an SAR that may be treated
as a repricing under the rules and regulations of the New
York Stock Exchange, in each case without shareholder
approval.
 
  9.3  Intentionally Omitted
 
 
  9.4  Additional Terms and Conditions
 
          The Committee may, by way of the Award Notice or
otherwise, determine such other terms, conditions,
restrictions and/or limitations, if any, of any SAR Award,
provided that they are not inconsistent with the Plan.
 
  9.5  Maximum Award Payable
 
          Notwithstanding any provision contained in the
Plan to the contrary, the maximum number of shares for which
SARs may be granted under the Plan to any one Participant
for a thirty-six (36) month period is two million
(2,000,000) shares of Common Stock.
 
  9.6  Payments of SARS.
 
          In the event that the SAR is paid in cash, the
corresponding cash (or equivalents) thereof shall be paid as
of the date that the SAR is exercised.
 
                         ARTICLE 10
 
                   RESTRICTED STOCK AWARDS
 
  10.1 Grants
 
          Awards under this Article 10 may be granted to
Participants, either alone or in addition to other Awards
granted under the Plan as Restricted Stock Awards or
Restricted Stock Unit Awards.  Awards may be granted in the
form of (i) freestanding grants that vest based on the
passage of time, or (ii) grants in payment of earned
Performance Awards or other incentive compensation under
another plan maintained by the Company.
 
  10.2 Award Restrictions
 
          Restricted Stock Awards or Restricted Stock Unit
Awards shall be subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee
deems appropriate including, but not by way of limitation,
restrictions on transferability and continued employment;
provided, however, they are not inconsistent with the Plan.
The Committee may modify or accelerate the delivery of a
Restricted Stock Award or Restricted Stock Unit Award under
such circumstances as it deems would be in the best interest
of the Company.
 
  10.3 Vesting Period for Awards to Employees
 
          Except as provided in Section 12.2, the period to
achieve full vesting for Restricted Stock Awards and
Restricted Stock Unit Awards granted to Employees in the
form of freestanding grants shall not be shorter than three
years.  Vesting under the Plan can be on a pro rata or
graded basis over the period or cliff at the end of the
period; provided, however that grants made to new hires to
replace forfeited awards from a prior employer and grants in
payment of earned Performance Awards (or other incentive
compensation) are not subject to the minimum vesting period.
 
  10.4 Evidence of Award
 
          Any Restricted Stock Award or Restricted Stock
Unit Award granted under the Plan may be evidenced in such
manner as the Committee deems appropriate, including,
without limitation, book-entry registration or issuance of a
stock certificate or certificates.
 
                         ARTICLE 11
 
                  OTHER STOCK-BASED AWARDS
 
  11.1 Grants
 
          Awards under this Article 11 may be granted to
Participants, either alone or in addition to the Awards
granted under the Plan, in the form of Other Stock-Based
Awards.  Awards may be granted either as freestanding grants
or payments of earned Performance Awards or other incentive
compensation under another plan maintained by the Company.
 
  11.2 Conditions and Terms of Other Stock-Based Grants
 
          The Committee may by way of the Award Notice or
otherwise, determine such other terms, conditions,
restrictions, and/or limitations, if any, of any Other Stock-
Based Award, provided that they are not inconsistent with
the Plan.  Other Stock-Based Awards in the form of deferred
stock units shall not be subject to a minimum vesting
period.
 
                         ARTICLE 12
 
                      PAYMENT OF AWARDS
 
  12.1 In General
 
          Absent a Plan provision to the contrary, payment
of Awards may, at the discretion of the Committee, be made
in cash (or equivalents), Common Stock, or a combination of
cash and Common Stock.  In addition, payment of Awards may
include such terms, conditions, restrictions and/or
limitations, if any, as the Committee deems appropriate,
including, in the case of Awards paid in the form of Common
Stock, restrictions on transfer and forfeiture provisions;
provided, however, such terms, conditions, restrictions
and/or limitations are not inconsistent with the Plan.
Further, payment of Awards may be made in the form of a lump
sum or installments, as determined by the Committee.
 
  12.2 Termination of Employment
 
          The Committee shall determine the treatment of a
Participant's Award under the Plan in the event of the
Participant's termination of employment, either in an
individual Award Notice or at the time of termination.
 
  12.3 Inimical Conduct
 
          If a Participant performs any act or engages in
any activity which the CEO, in the case of an Employee or
former Employee, or the Committee, in the case of the CEO, a
Director, former Director, determines is inimical to the
best interests of the Company, the Participant shall,
effective as of the date the Participant engages in such
conduct, forfeit all unexercised, unearned, and/or unpaid
Awards, including, but not by way of limitation, Awards
earned but not yet paid, all unpaid dividends and dividend
equivalents, and all interest, if any, accrued on the
foregoing.
 
  12.4 Breach of Employee's Agreement
 
          (a)  In General.  A Participant who engages in conduct
described in Section 12.4(c) below shall immediately: (1)
forfeit, effective as of the date the Participant engages in
such conduct, all unexercised, unearned, and/or unpaid
Awards, including, but not by way of limitation, Awards
earned but not yet paid, all unpaid dividends and dividend
equivalents, and all interest, if any, accrued on the
foregoing; and (2) pay to the Company the amount of any gain
realized or payment received as a result of any Stock Option
or SAR exercised by the Participant under the Plan within
the two year period immediately preceding the date the
Participant engages in such conduct.
 
          (b)  Set-Off.  By accepting an Award under this Plan, a
Participant consents to a deduction from any amounts the
Company owes the Participant from time to time (including,
but not limited to, amounts owed to the Participant as wages
or other compensation, fringe benefits, or vacation pay), to
the extent of the amounts the Participant owes the Company
under Section 12.4(a).  Whether or not the Company elects to
make any set-off in whole or in part, if the Company does
not recover by means of set-off the full amount the
Participant owes the Company, the Participant shall
immediately pay the unpaid balance to the Company.
 
          (c)  Conduct.  The following conduct shall result in the
consequences described in Section 12.4(a):
 
          (i)  Kodak.  In the case of a Participant who has signed
     a Kodak company employee's agreement that has restrictive
     covenants similar to those in Section (iii) below (an
     "Eastman Kodak Company Employee's Agreement"), the
     Participant's breach of the Eastman Kodak Company Employee's
     Agreement.
 
          (ii) Subsidiary.  In the case of a Participant who is
     employed by a Subsidiary and has signed a written agreement
     with the Subsidiary that contains restrictive covenants
     similar to those in the Eastman Kodak Company Employee's
     Agreement, the Participant's breach of such written
     agreement.
 
          (iii) Other Participants.  In the case of a Participant
     other than a Participant described in Subsection 12(c)(i) or
     (ii) above, the Participant without the prior written
     consent of Kodak, in the case of an Employee or former
     Employee, or the Committee, in the case of a Director or
     former Director: (A) engages directly or indirectly in any
     manner or capacity as principal, agent, partner, officer,
     director, stockholder, employee, or otherwise, in any
     business or activity competitive with the business conducted
     by Kodak or any Subsidiary; or (B) at any time divulges to
     any person or any entity other than the Company any trade
     secrets, methods, processes or the proprietary or
     confidential information of the Company.  For purposes of
     this Section 12.4(c)(iii), a Participant shall not be deemed
     a stockholder if the Participant's record and beneficial
     ownership amount to not more than 1% of the outstanding
     capital stock of any company subject to the periodic and
     other reporting requirements of the Exchange Act.
 
                            ARTICLE 13
 
                 DIVIDEND AND DIVIDEND EQUIVALENT
 
          The Committee may choose, at the time of the grant
of an Award or any time thereafter up to the time of the
Award's payment, to include as part of such Award an
entitlement to receive cash dividends or dividend
equivalents, subject to such terms, conditions, restrictions
and/or limitations, if any, as the Committee may establish.
Dividends and dividend equivalents shall be paid in such
form and manner (i.e., lump sum or installments), and at
such time(s) as the Committee shall determine.  All
dividends or dividend equivalents, which are not paid
currently, may, at the Committee's discretion, accrue
interest or be reinvested into additional shares of Common
Stock subject to the same vesting or performance conditions
as the underlying Award.
 
                         ARTICLE 14
 
                     DEFERRAL OF AWARDS
 
          At the discretion of the Committee, payment of any
Award, dividend, or dividend equivalent, or any portion
thereof, may be deferred by a Participant until such time as
the Committee may establish in accordance with the
applicable federal income tax requirements.  All such
deferrals shall be accomplished by the delivery of a
written, irrevocable election by the Participant prior to
the time established by the Committee for such purpose, on a
form provided by the Company.  Further, all deferrals shall
be made in accordance with administrative guidelines
established by the Committee to ensure that such deferrals
comply with all applicable requirements of the Code.
Deferred payments shall be paid in a lump sum or
installments, as determined by the Committee.  Deferred
Awards may also be credited with interest, at such rates to
be determined by the Committee, and, with respect to those
deferred Awards denominated in the form of Common Stock,
with dividends or dividend equivalents.
 
                         ARTICLE 15
 
                      CHANGE IN CONTROL
 
  15.1 Treatment of Non-Continued Awards
 
          Notwithstanding any provision contained in the
Plan, including, but not limited to, Section 4.4, the
provisions of this Article 15 shall control over any
contrary provision.  Except as otherwise set forth in
Section 15.6 upon a Change in Control: (i) the terms of this
Article 15 shall immediately become operative, without
further action or consent by any person or entity unless
otherwise expressly set forth in an Award Notice, (ii) all
terms, conditions, restrictions, and limitations in effect
on any unexercised, unearned, unpaid, and/or deferred Award
in each case, other than Performance Awards, or any other
outstanding Award, shall immediately lapse as of the date of
such event; (iii) no other terms, conditions, restrictions
and/or limitations shall be imposed upon any Awards on or
after such date, and in no circumstance shall an Award be
forfeited on or after such date; and (iv) except in those
instances where a prorated Award is required to be paid
under this Article 15, all unexercised, unvested, unearned,
and/or unpaid Awards or any other outstanding Awards shall
automatically become one hundred percent (100%) vested
immediately.
 
  15.2 Dividends and Dividend Equivalents
 
          Except as otherwise set forth in Section 15.6,
upon a Change in Control, all unpaid dividends and dividend
equivalents and all interest accrued thereon, if any, shall
be treated and paid under this Article 15 in the identical
manner and time as the Award under which such dividends or
dividend equivalents have been credited.  For example, if
upon a Change in Control, an Award under this Article 15 is
to be paid in a prorated fashion, all unpaid dividends and
dividend equivalents with respect to such Award shall be
paid according to the same formula used to determine the
amount of such prorated Award.
 
  15.3 Valuation and Payment of Awards; Treatment of
       Performance Awards
 
          Except as otherwise set forth in Section 15.6,
upon a Change in Control, any Participant, whether or not he
or she is still employed by the Company, shall be paid, in a
single lump-sum cash payment, as soon as practicable but in
no event later than ninety (90) days after the Change in
Control, in exchange for all of his or her Freestanding
SARs, Stock Options (including Incentive Stock Options),
Other Stock-Based Awards, Restricted Stock Awards and
Restricted Stock Unit Awards, and all other outstanding
Awards, (including those granted by the Committee pursuant
to its authority under Subsection 4.2(o) hereof), other than
Performance Awards, a cash payment (or the delivery of
shares of stock, other securities or a combination of cash,
stock and securities equivalent to such cash payment) equal
to the difference, if any, between the Change in Control
Price and the purchase price per share, if any, under the
Award multiplied by the number of shares of Common Stock
subject to such Award; provided that if such product is zero
or less, the Awards will be canceled and terminated without
payment therefor.  For Performance Awards, regardless of
Section 15.6, (A) if at the time of the Change in Control
more than fifty percent (50%) of the applicable Performance
Cycle has elapsed, the Performance Award granted to the
Participant shall vest and Awards shall be paid out in an
amount equal to the greater of (i) the target performance
set out in the Performance Formula or (ii) actual
performance to date, and (B) if at the time of the Change in
Control fifty percent (50%) or less of the applicable
Performance Cycle has elapsed, the Performance Award granted
to the Participant shall vest and Awards shall be paid in an
amount equal to fifty percent (50%) of target performance
set out in the Performance Formula without consideration of
actual performance to date.
 
  15.4 Deferred Awards
 
          Upon a Change in Control, all Awards deferred by a
Participant under Article 14 hereof, but for which he or she
has not received payment as of such date, shall be paid in a
single lump-sum cash payment as soon as practicable, but in
no event later than ninety (90) days after the Change in
Control.  For purposes of making such payment, the value of
all Awards that are equity-based shall be determined by the
Change in Control Price.
 
  15.5 Miscellaneous
 
          Upon a Change in Control, (i) the provisions of
Sections 12.2, 12.3, 12.4 and 16.3 hereof shall become null
and void and of no further force and effect and no action,
including, but not by way of limitation, the amendment,
suspension, or termination of the Plan, shall be taken which
would affect the rights of any Participant or the operation
of the Plan with respect to any Award to which the
Participant may have become entitled hereunder on or prior
to the date of such action or as a result of such Change in
Control.
 
  15.6 Continuation of Awards
 
          Unless otherwise determined by the Committee, upon
a Change in Control pursuant to which the Surviving Company
or Parent Company, as applicable, assumes (or substitutes)
all outstanding Awards (other than Performance Awards)
pursuant to the terms hereof, then the provisions of
Sections 15.1 through 15.3 shall not apply to any Award.
The Committee shall determine in its sole discretion whether
an Award shall be considered "assumed" or "substituted."
Without limiting the foregoing, for the purposes of this
Article, a Stock Option or SAR shall be considered "assumed"
or "substituted" if in the reasonable determination of the
Committee, (i) the aggregate intrinsic value (the difference
between the then Fair Market Value and the exercise price
per share of Common Stock multiplied by the number of shares
of Common Stock subject to such award) of the assumed (or
substituted) Award immediately after the Change in Control
is substantially the same as the aggregate intrinsic value
of such Award immediately before such transaction, (ii) the
ratio of the exercise price per assumed (or substituted)
Award to the fair market value per share of successor
corporation stock immediately after the Change in Control is
substantially the same as such ratio for such Award
immediately before such transaction, (iii) the Award is
exercisable for the consideration approved by the Committee
(including shares of stock, other securities or property or
a combination of cash, stock, securities and other
property), and (iv) the other terms and conditions of the
Stock Options or SARs remain substantially the same.  For
the purposes of this Article, Restricted Stock Awards and
Restricted Stock Unit Awards shall be considered an assumed
(or substituted) Award if in the reasonable determination of
the Committee, the value and terms and conditions of the
assumed (or substituted) Award immediately after the Change
in Control are substantially the same as the value and terms
and conditions of such Award immediately before such
transaction.
 
  15.7 Termination of Employment Following a Change in Control
 
          (a)  Eligibility.  Notwithstanding any provision
contained in the Plan, including, but not limited to,
Sections 4.4, and 12.2, the provisions of this Section 15.7
shall control over any contrary provision.  All Participants
shall be eligible for the treatment afforded by this Section 15.7
if their employment by the Company terminates within two years
following a Change in Control, unless the termination is due
to (i) death, (ii) Disability, (iii) one of the following
reasons (A) the willful and continued failure by the
Participant to substantially perform his or her duties with
his or her employer after a written warning identifying the
lack of substantial performance is delivered to the
Participant by his or her employer to specifically identify
the manner in which the employer believes that Participant
has not substantially performed his or her duties, or (B)
the willful engaging by the Participant in illegal conduct
which is materially and demonstrably injurious to Kodak or a
Subsidiary, (iv) resignation other than (A) a resignation
from a declined reassignment to a job that is not reasonably
equivalent in responsibility or compensation (as would be
determined under Kodak's Termination Allowance Plan), or
that is not in the same geographic area (as would be
determined under Kodak's Termination Allowance Plan), or (B)
a resignation within 30 days following a reduction in base
pay, or (v) Retirement.
 
          (b)  If a Participant is eligible for treatment under
this Article 15.7, (i) all of the terms, conditions,
restrictions, and limitations in effect on any of his or her
unexercised, unearned, unpaid and/or deferred Awards shall
immediately lapse as of the date of his or her termination
of employment; (ii) no other terms, conditions, restrictions
and/or limitations shall be imposed upon any of his or her
Awards on or after such date, and in no event shall any of
his or her Awards be forfeited on or after such date; and
(iii) except in those instances where a prorated Award is
required to be paid under this Article 15, all of his or her
unexercised, unvested, unearned and/or unpaid Awards shall
automatically become one hundred percent (100%) vested
immediately upon his or her termination of employment.
 
          (c)  If a Participant is eligible for treatment under
this Section 15.7, all of his or her unpaid dividends and
dividend equivalents and all interest accrued thereon, if
any, shall be treated and paid under this Article 15 in the
identical manner and time as the Award under which such
dividends or dividend equivalents have been credited.
 
  15.8 Legal Fees
 
          Kodak shall pay all reasonable legal fees and
related expenses incurred by a Participant in seeking to
obtain or enforce any payment, benefit or right he or she
reasonably may be entitled to under the Plan in connection
with a Change in Control; provided, however, the Participant
shall be required to repay any such amounts to Kodak to the
extent a court of competent jurisdiction issues a final and
non-appealable order setting forth the determination that
the position taken by the Participant was frivolous or
advanced in bad faith.
 
                         ARTICLE 16
 
                        MISCELLANEOUS
 
  16.1 Nonassignability
 
          (a)  In General.  Except as otherwise determined by the
Committee or as otherwise provided in Subsection (b) below,
no Awards or any other payment under the Plan shall be
subject to any manner to alienation, anticipation, sale,
transfer (except by will, the laws of descent and
distribution, or domestic relations order), assignment,
pledge, or encumbrance, nor shall any Award be payable to or
exercisable by anyone other than the Participant to whom it
was granted.
 
          (b)  Non-Qualified Stock Options.  The Committee shall
have the discretionary authority to grant Awards of Non-Qualified
Stock Options or amend outstanding Awards of Non-Qualified
Stock Options to provide that they be transferable, subject
to such terms and conditions as the Committee shall
establish.  In addition to any such terms and conditions,
the following terms and conditions shall apply to all
transfers of Non-Qualified Stock Options:
 
          (i)  Permissible Transferors.  The only Participants
     permitted to transfer their Non-Qualified Stock Options are
     those Participants who are, on the date of the transfer of
     their Non-Qualified Stock Option, either in wage grade 56 or
     above, or the equivalent thereof, a corporate officer of
     Kodak, or a Director.
 
          (ii) Permissible Transferees.  Transfers shall only be
     permitted to: (i) the Participant's "Immediate Family
     Members," as that term is defined in Subsection (b)(9)
     below; (ii) a trust or trusts for the exclusive benefit of
     such Immediate Family Members; or (iii) a family partnership
     or family limited partnership in which each partner is, at
     the time of transfer and all times subsequent thereto,
     either an Immediate Family Member or a trust for the
     exclusive benefit of one or more Immediate Family Members.
 
          (iii)  No Consideration.  All transfers shall be made for
     no consideration.
 
          (iv) Subsequent Transfers.  Once a Participant transfers a
     Non-Qualified Stock Option, any subsequent transfer of such
     transferred option shall, notwithstanding Section 16.1(b)(i)
     to the contrary, be permitted provided, however, such
     subsequent transfer complies with all of the terms and
     conditions of this Section 16.1(b), with the exception of
     Section 16.1(b)(i).
 
          (v)  Transfer Agent.  In order for a transfer to be
     effective, the Committee's designated transfer agent must be
     used to effectuate the transfer.  The costs of such transfer
     agent shall be borne solely by the transferor.
 
          (vi) Withholding.  In order for a transfer to be effective,
     a Participant must agree in writing prior to the transfer on
     a form provided by Kodak to pay any and all payroll and
     withholding taxes due upon exercise of the transferred
     option.  In addition, prior to the exercise of a transferred
     option by a transferee, arrangements must be made by the
     Participant with Kodak for the payment of all payroll and
     withholding taxes.
 
          (vii) Terms and Conditions of Transferred Option.  Upon
     transfer, a Non-Qualified Stock Option continues to be
     governed by and subject to the terms and conditions of the
     Plan and the Stock Option's applicable administrative guide
     and Award Notice.  A transferee of a Non-Qualified Stock
     Option is entitled to the same rights as the Participant to
     whom such Non-Qualified Stock Options were awarded, as if no
     transfer had taken place.  Accordingly, the rights of the
     transferee are subject to the terms and conditions of the
     original grant to the Participant, including provisions
     relating to expiration date, exercisability, option price
     and forfeiture.
 
          (viii)    Notice to Transferees.  Kodak shall be under no
     obligation to provide a transferee with any notice regarding
     the transferred options held by the transferee upon
     forfeiture or any other circumstance.
 
          (ix) Immediate Family Member.  For purposes of this
     Section 16.1, the term "Immediate Family Member" shall mean
     the Participant and his or her spouse, children or
     grandchildren, whether natural, step or adopted children or
     grandchildren.
 
  16.2 Withholding Taxes
 
          In connection with any payments to a Participant
or other event under the Plan that gives rise to a federal,
state, local or other tax withholding obligation relating to
the Plan (including, without limitation, FICA tax), the
Company shall be entitled to deduct from any payment under
the Plan, regardless of the form of such payment, the amount
of all applicable income and employment taxes required by
law to be withheld (or cause to be  withheld) with respect
to such payment or may require the Participant to pay to the
Company such tax prior to and as a condition of the making
of such payment.  In accordance with any applicable
administrative guidelines it establishes, the Committee may
allow a Participant to pay the amount of taxes required to
be withheld from an Award by withholding from any payment of
Common Stock due as a result of such Award at minimum
statutory tax rates, or by permitting the Participant to
tender (actually or through attestation) to the Company,
shares of Common Stock having a Fair Market Value, as
determined by the Committee, equal to the amount of such
required withholding taxes up to the maximum marginal tax
rate.
 
  16.3 Amendments to Awards
 
          The Committee may at any time unilaterally amend
any unexercised, unearned, or unpaid Award, including, but
not by way of limitation, Awards earned but not yet paid, to
the extent it deems appropriate; provided, however, that any
such amendment which, in the opinion of the Committee, that
materially impairs the rights or materially increases the
obligation of a Participant under an outstanding Award shall
be made only with the consent of the Participant (or, upon
the Participant's death, the person having the right to
exercise the Award), except that amendments to implement
administrative changes to the Plan that are deemed necessary
or advisable by the Committee for compliance with laws shall
not require Participant consent.  By means of illustration
but not limitation, the Committee may restrict the method of
exercise of an Award to avoid securities laws or exchange
control filings, laws or regulations.
 
  16.4 Regulatory Approvals and Listings
 
          Notwithstanding anything contained in this Plan to
the contrary, the Company shall have no obligation to issue
or deliver certificates of Common Stock evidencing any Award
resulting in the payment of Common Stock prior to (a) the
obtaining of any approval from any governmental agency which
the Company shall, in its sole discretion, determine to be
necessary or advisable, (b) the admission of such shares to
listing on the stock exchange on which the Common Stock may
be listed, and (c) the completion of any registration or
other qualification of said shares under any state or
federal law or ruling of any governmental body which the
Company shall, in its sole discretion, determine to be
necessary or advisable.
 
  16.5 No Right to Continued Employment or Grants
 
          Participation in the Plan shall not give any
Employee any right to remain in the employ of Kodak or any
Subsidiary.  Kodak or, in the case of employment with a
Subsidiary, the Subsidiary, reserves the right to terminate
any Employee at any time for any or no reason.  Further, the
adoption of this Plan shall not be deemed to give any
Employee or any other individual any right to be selected as
a Participant or to be granted an Award.  In addition, no
Employee having been selected for an Award, shall have at
any time the right to receive any additional Awards.
 
  16.6 Amendment/Termination
 
          The Committee may suspend or terminate the Plan at
any time for any reason with or without prior notice.  In
addition, the Committee may, from time to time for any
reason and with or without prior notice, amend the Plan in
any manner, but may not without shareholder approval adopt
any amendment which would require the vote of the
shareholders of Kodak required under the New York Stock
Exchange's shareholder approval rules.
 
  16.7 Governing Law
 
          The Plan shall be governed by and construed in
accordance with the laws of the State of New York, except as
superseded by applicable federal law, without giving effect
to its conflicts of law provisions.
 
  16.8 No Right, Title, or Interest in Company Assets; No
       Rights as a Shareholder
 
          No Participant shall have any rights as a
shareholder, including the right to vote, as a result of
participation in the Plan until the date of issuance of a
stock certificate in his or her name or such other evidence
of ownership as may be determined by the Committee and, in
the case of Restricted Stock Awards such rights as are
granted to the Participant under the Plan.  To the extent
any person acquires a right to receive payments from the
Company under the Plan, such rights shall be no greater than
the rights of an unsecured creditor of the Company and the
Participant shall not have any rights in or against any
specific assets of the Company.  All of the Awards granted
under the Plan shall be unfunded.
 
  16.9 Section 16 of the Exchange Act
 
          In order to avoid any Exchange Act violations, the
Committee may, from time to time, impose additional
restrictions upon an Award, including but not limited to,
restrictions regarding tax withholdings.
 
  16.10     No Guarantee of Tax Consequences
 
          No person connected with the Plan in any capacity,
including, but not limited to, Kodak and its Subsidiaries
and their directors, officers, agents and employees makes
any representation, commitment, or guarantee that any tax
treatment, including, but not limited to, federal, state and
local income, estate and gift tax treatment, will be
applicable with respect to amounts deferred under the Plan,
or paid to or for the benefit of a Participant under the
Plan, or that such tax treatment will apply to or be
available to a Participant on account of participation in
the Plan.
 
  16.11     Other Benefits
 
          No Award granted under the Plan shall be
considered compensation for purposes of computing benefits
under any retirement plan of the Company nor affect any
benefits or compensation under any other benefit or
compensation plan of the Company now or subsequently in
effect.
 
  16.12     Section Headings
 
          The section headings contained herein are for the
purpose of convenience only and are not intended to define
or limit the contents of the sections.
 
  16.13     Severability; Entire Agreement
 
          If any of the provisions of this Plan or any Award
Notice is finally held to be invalid, illegal or
unenforceable (whether in whole or in part), such provision
shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability
and the remaining provisions shall not be affected thereby;
provided, that if any of such provisions is finally held to
be invalid, illegal, or unenforceable because it exceeds the
maximum scope determined to be acceptable to permit such
provision to be enforceable, such provision shall be deemed
to be modified to the minimum extent necessary to modify
such scope in order to make such provision enforceable
hereunder.  The Plan, any administrative guidelines or
subplans issued pursuant to Section 4.2(i), and any Award
Notices contain the entire agreement of the parties with
respect to the subject matter thereof and supersede all
prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them,
whether written or oral with respect to the subject matter
thereof.
 
  16.14     No Third Party Beneficiaries
 
          Except as expressly provided therein, neither the
Plan nor any Award Notice shall confer on any person other
than the Company and the grantee of any Award any rights or
remedies thereunder.
 
  16.15     Successors and Assigns
 
          The terms of this Plan shall be binding upon and
inure to the benefit of the Company and its successors and
assigns.
 
  16.16     Waiver of Claims
 
          Each Participant recognizes and agrees that prior
to being selected by the Committee to receive an Award he or
she has no right to any benefits hereunder.  Accordingly, in
consideration of the Participant's receipt of any Award
hereunder, he or she expressly waives any right to contest
the amount of any Award, the terms of any Award Notice, any
determination, action or omission hereunder or under any
Award Notice by the Committee, the Company or the Board, or
any amendment to the Plan or any Award Notice (other than an
amendment to this Plan or an Award Agreement to which his or
her consent is expressly required by the express terms of
the Plan or an Award Notice).
 
                         APPENDIX A
 
  EASTMAN KODAK COMPANY 2005 OMNIBUS LONG TERM COMPENSATION
                            PLAN
 
          (a)  Introduction.  The terms of this Appendix A apply
to all Awards, other than Stock Options or SARs, that are
intended by the Committee to satisfy the requirements for
deductibility as "performance-based compensation" under
Section 162(m)(4)(C) of the Code.
 
          (b)  Definitions
          The capitalized terms used in this Appendix shall
have the same meaning as set forth in the Plan, unless
otherwise defined below.
 
          (i)  Committee
          "Committee" means the Executive Compensation and
     Development Committee of the Board, or such other Board
     committee as may be designated by the Board to administer
     the Plan; provided that the Committee shall consist of at
     least two directors, each of whom is an "outside director"
     within the meaning of Section 162(m) of the Code and the
     applicable regulations thereunder.
 
          (ii) Performance Criteria
          "Performance Criteria," shall mean any of the
     following for the Company on a consolidated basis and/or for
     any subsidiary, division, business unit or one or more
     business segments: return on net assets ("RONA"), return on
     shareholders' equity, return on assets, return on capital,
     shareholder returns, total shareholder return, return on
     invested capital, profit margin, earnings per share, net
     earnings, operating earnings, Common Stock price per share,
     sales or market share, unit manufacturing cost, working
     capital, productivity, days sales in inventory, days sales
     outstanding, revenue and investable cash.
 
          (c)  Awards
 
          (i)  Eligible Employees.  All Employees are eligible to be
     selected for a Performance Award during a Performance Cycle.
 
          (ii) Performance Cycle.  For purposes of this Appendix A,
     a Performance Cycle shall be at least twelve (12) calendar
     months.
 
          (iii)  Committee Discretion.  To the extent required by
     Section 162(m) of the Code, the Committee shall have full
     discretion, within the first ninety (90) days of a
     Performance Cycle (or, if longer, within the maximum period
     allowed under Section 162(m) of the Code), to designate the
     Employees who will be Participants for the Performance
     Cycle, the length of such Performance Cycle, the type(s) of
     Awards to be issued, the Performance Criteria that will be
     used to calculate, in an objective manner, the Performance
     Formula, the kind(s) and/or level(s) of the goals under the
     Performance Formula, whether the Performance Criteria shall
     apply to the Company, Kodak, a Subsidiary, or any one or
     more subunits of the foregoing, and the Performance Formula.
 
          (iv) Adjustment of Awards.  The Committee is authorized at
     any time during the first ninety (90) days of a Performance
     Cycle, or at any time thereafter (but only to the extent the
     exercise of such authority after the first ninety (90) days
     of a Performance Cycle would not cause the Awards granted to
     the Participant for the Performance Cycle to fail to qualify
     as "performance-based compensation" under Section 162(m) of
     the Code), in its sole and absolute discretion, to adjust or
     modify the Performance Formula for such Performance Cycle in
     order to prevent the dilution or enlargement of the rights
     of Participants, (A) in the event of, or in anticipation of,
     any unusual or extraordinary corporate item, transaction,
     event or development; (B) in recognition of, or in
     anticipation of, any other unusual or nonrecurring events
     affecting the Company, or the financial statements of the
     Company, or in response to, or in anticipation of, changes
     in applicable laws, regulations, accounting principles, or
     business conditions; and (C) in view of the Committee's
     assessment of the business strategy of the Company,
     performance of comparable organizations, economic and
     business conditions, and any other circumstances deemed
     relevant.  In no event shall the Award of any Participant
     who is a Covered Employee be adjusted pursuant to Section
     6.2 of the Plan to the extent it would cause such Award to
     fail to qualify as "performance-based compensation" under
     Section 162(m) of the Code.
 
          (v)  Determination of Awards.  Following the completion
     of a Performance Cycle, the Committee shall review and certify
     in writing whether, and to what extent, the goals under the
     Performance Formula for the Performance Cycle have been
     achieved and, if so, to calculate and certify in writing the
     amount of the Awards earned for the period.  The Committee
     shall then determine the actual size of each Participant's
     Award for the Performance Cycle.  In determining the actual
     size of an individual Award for a Performance Cycle, the
     Committee may reduce (but not increase) or eliminate the
     amount of the Award earned under the Performance Formula for
     the Performance Cycle, if in the Committee's sole judgment,
     such reduction or elimination is appropriate.
 
 
 
 
 
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