EXECUTIVE DEFERRED COMPENSATION PLAN

Preamble .

The 1982 Eastman Kodak Company Executive Deferred Compensation Plan is an unfunded non-qualified deferred compensation arrangement for eligible executives of Eastman Kodak Company and certain of its subsidiaries effective for compensation earned in 1982 and later years.  Under the Plan, each Eligible Employee is annually given an opportunity to elect to defer payment of part of his or her compensation earned during the year following his or her election.

This Plan is intended to satisfy Code section 409A with respect to benefits subject thereto, and the terms and conditions of this Plan shall be interpreted and construed accordingly.  This Plan also provides for benefits not subject to Code section 409A by reason of having been earned and vested before January 1, 2005, and no amendment to this Plan that might constitute a “material modification” within the meaning of Code section 409A and the Treasury regulations thereunder shall apply to such benefits unless such amendment expressly provides for the loss of such benefits’ grandfathered status.

From January 1, 2005 through December 31, 2008, this Plan was operated in good faith compliance with the requirements of Code section 409A, and the Treasury regulations and applicable guidance thereunder.  Any administrative practices and interpretations established in order to enable the Plan to operate in good-faith compliance but contrary to the terms of such Plan as then in effect are hereby expressly ratified.  Effective January 1, 2009, the terms and conditions of this amended and restated Plan have been adopted to reflect the final Treasury regulations under Code section 409A.

This Plan will be interpreted and administered in accordance with Eastman Kodak Company’s Policy Regarding Section 409A Compliance with respect to benefits subject to Code section 409A.

Article 1.     Definitions.

1.1     Accelerated Distribution

The form of distribution permitted under Section 8.8.

1.2           Account

"Account" means the Deferred Compensation Account or the Stock Account.

1.3           Board

"Board" means Board of Directors of Kodak.

1.4           Change In Control

“Change in Control,” with respect to Grandfathered Dollars, means the occurrence of any one of the following events:

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 25% 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.

With respect to benefits other than Grandfathered Dollars, “Change in Control” means an event that both satisfies the above definition and qualifies as a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Sections 1.409A-3(a)(5) and 1.409A-3(i)(5) of the Treasury regulations.  Solely for the purpose of determining whether a “Change in Control” has occurred in connection with the payment of benefits other than Grandfathered Dollars, it is noted that the above definition of “Change in Control” shall be interpreted to require that in the case of director elections under A, the approval of the Incumbent Directors must be given prior to their election, and references to a “subsidiary” or “affiliate” of Kodak shall mean an entity in which Kodak possesses a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of the second entity entitled to vote generally in the election of directors or in which Kodak has the right to receive 50% or more of the distribution of profits or 50% of the assets on liquidation or dissolution.

1.5           Code

“Code” means the Internal Revenue Code of 1986, as amended.

1.6           Common Stock

"Common Stock" means the common stock of Kodak.

1.7           Company

"Company" means Kodak and its United States subsidiaries listed on Schedule A.  A subsidiary must be a member of the same “controlled group” as Kodak within the meaning of Section 414(b) or (c) of the Code in order for its employees to be active participants in the Plan.

1.8           Consolidated Group

“Consolidated Group” means Kodak and all Subsidiaries.

1.9           Compensation Committee

"Compensation Committee" shall mean the Executive Compensation and Development Committee of the Board.

1.10          Deferrable Amount

"Deferrable Amount" means an amount equal to the excess of the Eligible Employee's individual annual salary rate as of October 1 of any year over the Minimum Compensation Level.

1.11           Deferred Compensation Account

"Deferred Compensation Account" means the account established by the Company for each Participant for compensation deferred pursuant to this Plan.  The maintenance of individual Deferred Compensation Accounts is for bookkeeping purposes only.

1.12           Eligibility Compensation Level

“Eligibility Compensation Level” means the dollar amount used to determine whether a person is an Eligible Employee.  The Eligibility Compensation Level for a given Plan year will be determined by the Chief Human Resources Officer and Senior Vice President, Eastman Kodak Company, who will select a threshold that will maintain this Plan’s status as a “top-hat” plan.

1.13           Eligible Employee

"Eligible Employee" means for a particular Plan year: (1) the corporate officers of Kodak; and (2) any other employee of the Company whose individual annual salary rate as of October 1 of the prior year is equal to or greater than the Eligibility Compensation Level.  In addition, any Participant with an Account balance who does not qualify as an Eligible Employee for a particular Plan year solely because his or her individual annual salary rate as of October 1 of the prior year is less than the Eligibility Compensation Level for such Plan year, will nevertheless be an Eligible Employee for such Plan year; provided, however, he or she is a full-time employee and provided further that such Participant’s continued eligibility will not endanger this Plan’s status as a “top-hat” plan.  Also, solely for the 2001 Plan year, any Employee of the Company who was eligible to participate in the Plan for the 2000 Plan year, but elected not to participate, will be an Eligible Employee for the 2001 Plan Year.  Notwithstanding the foregoing, a non-resident alien will not be an Eligible Employee unless he or she is paid on United States payroll.

1.14           Enrollment Period

"Enrollment Period" means the period of consecutive days designated by the Director, Executive Compensation each year, provided however, that such period shall begin no earlier than October 15 and shall end no later than December 15 of each year.

1.15           Grandfathered Dollars

“Grandfathered Dollars” shall mean benefits payable under this Plan that are not subject to Code section 409A by reason of having been earned and vested as of December 31, 2004, provided that benefits shall cease to be Grandfathered Dollars if the Plan is "materially modified"

with respect to such Grandfathered Dollars after October 3, 2004.  Grandfathered Dollars shall be accounted for separately.

1.16           Interest Rate

"Interest Rate" means the base rate, as reported in the “Money Rates” section of the Wall Street Journal , on corporate loans posted by at least 75% of the nation’s 30 largest banks (known as the “Prime Rate”).

1.17           Kodak

"Kodak" means Eastman Kodak Company.

1.18           Market Value

"Market Value" means the mean between the high and low at which the Common Stock trades as quoted in the New York Stock Exchange Composite Transactions as published in the Wall Street Journal on the day for which the determination is to be made, or if such day is not a trading day, the immediately preceding day.

1.19           Minimum Compensation Level

“Minimum Compensation Level” means the dollar amount used to determine the amount of an Eligible Employee’s Deferrable Amount.  The Minimum Compensation Level is $50,000.

1.20           Plan

"Plan" means the 1982 Eastman Kodak Company Executive Deferred Compensation Plan as adopted by the Board and subsequently amended.

1.21           Participant

"Participant" means an Eligible Employee who elects for one or more years to defer compensation pursuant to this Plan.  All SOG Participants are Participants.

1.22           Separation from Service

With respect to Grandfathered Dollars, “Separation from Service” means separation from service with the Consolidated Group.

With respect to benefits other than Grandfathered Dollars, “Separation from Service” means separation from service within the meaning of Code section 409A (taking into account section 1.409A-1(h) of the Treasury regulations and other guidance of general applicability issued

thereunder), administered in accordance with Eastman Kodak Company’s Policy Regarding Section 409A Compliance, provided that this Plan shall utilize the 50% common control standard described in the Treasury regulations rather than the 80% rule normally applied under the Policy.

1.23           SOG Participant

"SOG Participant" means a Participant who either: (1) is subject to the Guidelines for Senior Management Ownership of Eastman Kodak Company Stock as approved by the Compensation Committee; or (2) was subject to the Guidelines for Senior Management Ownership of Eastman Kodak Company Stock as approved by the Compensation Committee and still has a balance in his or her Stock Account in accordance with the terms of the Plan.

1.24           Stock Account

"Stock Account" means the account established by the Company for each SOG Participant, the performance of which is measured by reference to the Market Value of Common Stock.  The maintenance of individual Stock Accounts is for bookkeeping purposes only.

1.25           Subsidiary

“Subsidiary” means any corporation or other entity in which Kodak has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which Kodak has the right to receive 50% or more of the distribution of profits or 50% of the assets on liquidation or dissolution.

1.26           Valuation Date

"Valuation Date" means, with regards to a Participant’s Deferred Compensation Account, the last business day of each calendar month and, with regards to a SOG Participant’s Stock Account, the last business day of each calendar month.

Article 2          Participation

Only Eligible Employees are eligible to participate in the Plan.

Article 3          Deferral of Compensation

3.1            In General

All Eligible Employees, other than those Eligible Employees who are SOG Participants, may elect, in accordance with the time requirements established under Article 4 below, to defer receipt of one or more of the following to his or her Deferred Compensation Account:

3.2           SOG Participants

All SOG Participants may elect, in accordance with the requirements established under Article 4 below, to defer receipt of one or more of the following to his or her Deferred Compensation Account:

3.3           Eastman Kodak Employees’ Savings and Investment Plan (SIP)

A Participant in this Plan need not participate in the Eastman Kodak Employees’ Savings and Investment Plan.

3.4           Post Termination Deferrals

No deferral shall be made of any compensation payable after Separation from Service.

Article 4          Deferral Elections

4.1           Elections

An Eligible Employee may make a deferral election to defer compensation by executing and returning to the Compensation Committee in accordance with this Article 4 a deferred compensation form provided by Kodak.  An Eligible Employee may only make a deferral election into his or her Deferred Compensation Account; deferral elections into the Stock Account are not permitted under the Plan.

An otherwise-Eligible Employee who received an Accelerated Distribution under Section 8.8 may not make a deferral election for the calendar year following the calendar year of the Accelerated Distribution, in accordance with Section 8.8.  Deferrals by an otherwise-Eligible Employee who received a hardship distribution under the Eastman Kodak Employees’ Savings and Investment Plan or another 401(k) plan, or who received a distribution due to an unforeseeable emergency under Section 8.7, shall be restricted as required by the relevant 401(k) plan or Section 8.7, as applicable. The Compensation Committee or its designee may impose such restrictions or prohibitions on deferral elections for subsequent calendar years as it deems appropriate.

4.2.          Timing

An Eligible Employee who wishes to defer compensation under the Plan must irrevocably elect to do so during the Enrollment Period immediately preceding the calendar year for which such compensation is earned.  Elections made during the Enrollment Period shall be effective the first day of the calendar year immediately following the Enrollment Period.  Elections shall be made annually.  An Employee who would qualify as an Eligible Employee but who is hired after the close of the Enrollment Period must wait until the next Enrollment Period to file an election.

4.3           Irrevocability

Deferral elections made under this Plan with respect to any calendar year will be final and, after the close of the Enrollment Period for such calendar year, may not be revoked or amended in any manner.

Notwithstanding the foregoing, deferrals under this Plan will be cancelled in the event that a hardship distribution is made under the Eastman Kodak Employees’ Savings and Investment Plan or another 401(k) plan to the extent required by such plan, or in the event of a distribution

due to an unforeseeable emergency under Section 8.7.

4.4           Deferral Elections by Eligible Employees Other Than SOG Participants

In the case of all Eligible Employees, other than SOG Participants, the deferred compensation form shall indicate: (1) the dollar amount of the Deferrable Amount to be deferred; (2) whether the deferral is to be at the same rate throughout the year, or at one rate for part of the year and at a second rate for the remainder of the year; (3) the amount, in terms of such percentages as Kodak shall determine, of the cash EXCEL award, if any, to be deferred; and (4) the portion to be deferred of any other compensation that the Compensation Committee determines is eligible for deferral under the Plan.

4.5           Deferral Elections by SOG Participants

The deferred compensation form of all SOG Participants shall indicate: (1) the dollar amount of the Deferrable Amount to be deferred; (2) whether the deferral is to be at the same rate throughout the year, or at one rate for part of the year and at a second rate for the remainder of the year; (3) the amount, in terms of such percentages as Kodak shall determine, of the cash EXCEL award, if any, to be deferred; and (4) the portion to be deferred of any other compensation that the Compensation Committee determines is eligible for deferral under the Plan.

Article 5          Hypothetical Investments

5.1           Deferred Compensation Account

Amounts in a Participant's Deferred Compensation Account are hypothetically invested in an interest bearing account which bears interest computed at the Interest Rate, compounded monthly.

5.2           Stock Account

Amounts in a SOG Participant's Stock Account are hypothetically invested in units of Common Stock.  Amounts transferred to a Stock Account are recorded as units of Common Stock, and fractions thereof, with one unit equating to a single share of Common Stock.  Thus, the value of one unit shall be the Market Value of a single share of Common Stock.  The use of units is merely a bookkeeping convenience; the units are not actual shares of Common Stock.  The Company will not reserve or otherwise set aside any Common Stock for or to any Stock Account.

5.3           Time Accounts Are Credited

Amounts to be deferred by a Participant shall be credited to the Participant's Account as follows: