EASTMAN EXCESS RETIREMENT INCOME PLAN

1.1    This Plan implements the intent of providing retirement benefits by means of both a funded and an unfunded plan. This Plan is an excess benefit plan as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974 and is designed to provide retirement benefits payable out of the general assets of the Company where benefits cannot be paid under the Funded Plan because of Code Section 415 and the provisions of the Funded Plan which implement such Section.

The Plan originally was  adopted effective January l, 1994, amended and restated effective January 1, 2002 and January 1, 2008 and subsequently amended and restated again effective as of December 31, 2008 in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

2.1          "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.2          "Company" shall mean Eastman Chemical Company, and any subsidiary and/or affiliated corporation which is a participating employer under the Funded Plan, except where a specific reference is made to a particular corporation.

2.3          "Compensation Committee" shall mean the Compensation and Management Development Committee of the Board of Directors of the Company.

2.4          "Effective Date" shall mean January 1, 1994.  The Effective Date of this amended and restated Plan document is December 31, 2008.  As permitted under the guidance issued under Code Section 409A, this Plan does not contain provisions retroactive to the effective date of Section 409A (January 1, 2005), but this Plan has complied with Section 409A and guidance thereunder since the effective date of such legislation.

 2.5         "Employee" or "Participant" shall mean a participant in the Funded Plan.

2.6          “Five-Payment Lump Sum” shall mean the automatic form of payment for a Participant’s benefit under this Plan if the Participant did not make the one-time Special Election described in Section 4.2.  For purposes of calculating the Present Value of the Participant’s benefit under this Plan on the date of his Termination of Employment the Participant’s benefit shall be converted on an actuarially equivalent basis (calculated using the actuarial assumptions and methodologies that would be used by the Funded Plan) to five equal annual installments commencing on the first business day following the sixth-month anniversary of the Participant’s Termination.   The remaining four installment payments shall be paid on the first business day following the anniversary of the Participant’s Termination of Employment.

2.7          "Funded Plan" shall mean the Eastman Retirement Assistance Plan.

2.8          “Global Benefits” shall mean the Company’s internal organization responsible for the administration of the payment of benefits under this plan.

2.9          "Plan" shall mean this Eastman Excess Retirement Income Plan.

2.10        "Present Value" shall mean the actuarial present value of the Participant's benefit under this Plan.  Present Value for purposes of this Plan shall be calculated using the actuarial assumptions and methodologies that would be used by the Funded Plan to determine a single lump sum payment on the date of the Participant's Termination of Employment.

2.11        “Termination of Employment” means a separation from service under Code Section 409A and the Final 409A Regulations.

ARTICLE THREE

3.1          All Employees eligible to receive a benefit from the Funded Plan shall be eligible to receive a benefit under this Plan if their benefit cannot be fully provided by the Funded Plan due to the benefit limitations imposed by Code Section 415.  Employees who are not eligible to participate in the Funded Plan are not eligible to participate in this Plan.

ARTICLE FOUR

4.1          Benefits due under this Plan shall be paid in the form of a Five-Payment Lump Sum as described in Section 4.3 unless the Participant has made the election described in Section 4.2 of this Plan.  If the Employee is deceased, the person who shall receive payment under this Plan (if any), shall be the same person who would be entitled to receive survivor benefits with respect to the Employee under the Funded Plan.  

If a Participant made the election described in Section 4.2 of this Plan and dies while actively employed, the Present Value of the Participant’s benefit on the date of his death shall be paid to the Participant’s beneficiary no later than ninety (90) days after the date Global Benefits is notified of the Participant’s death.

If a Participant dies before beginning to receive payments from this Plan (and the Participant did not make the election described in Section 4.2 of this Plan), the Present Value of the Participant’s benefit under this Plan on the date of the Participant’s death shall be distributed to the Participant’s beneficiary in the form of a Five-Payment Lump Sum.  The first payment will be made no later than the first business day of the second month following the Participant’s death.  The remaining payments shall be made on the anniversary of the Participant’s death.

If the Participant dies before receiving all five installment payments, the Participant’s Beneficiary shall receive the balance of the Parti