Eastman Kodak Company 2000 OMNIBUS LONG-TERM COMPENSATION PLAN

  ARTICLE 1.  INTRODUCTION

Under Article 12 of the 2000 Omnibus Long-Term Compensation Plan (the “ Plan ”), the Executive Compensation and Development Committee of Kodak’s Board of Directors (the “ Committee ”) may, among other things, award the opportunity to earn shares of Common Stock to those executives as the Committee in its discretion may determine, subject to such terms, conditions and restrictions as it deems appropriate.  This Administrative Guide was originally adopted by the Committee at its February 17, 2004 meeting, and was amended and restated by the Committee at its October 17, 2006 meeting, effective October 17, 2006, except that any changes related to the definitions of, and references to Fair Market Value and Market Value shall be effective January 1, 2006.

1.2           Purpose

This Administrative Guide governs the Committee’s grant of Awards under Article 12 of the Plan   pursuant to a subprogram that is hereinafter referred to as the “Leadership Stock Program,” to be effective as of January 1, 2004, by which the Committee will award the opportunity to earn shares of Common Stock for the Cycle to (a) all executives employed by Kodak world-wide in wage grades 48 through 55, and (b) certain designated senior-level executives employed by Kodak Subsidiaries, with the objectives of improving the relationship between controllable performance and realized compensation and enhancing the focus on long-term operating goals.  It is expected that improvement in these areas will have a corollary effect upon the price of the Common Stock.

In addition, this Administrative Guide is intended to establish those requirements necessary to ensure that the Cycle’s Awards will be treated as performance-based compensation for the purposes of Section 162(m) of the Code.  These requirements include establishment of the Cycle's

Performance Criteria, Performance Goal and Performance Formula.

The Leadership Stock Program shall be administered by the Committee.  The Committee is authorized to issue this Administrative Guide and to make changes in this Administrative Guide as it from time to time deems proper. The Committee is authorized to interpret and construe the Leadership Stock Program and this Administrative Guide, to prescribe, amend, and rescind rules and regulations relating to each, and to make all other determinations necessary, appropriate or advisable for the administration of the Leadership Stock Program.  If there are any inconsistencies between the terms of this Administrative Guide and the terms of the Plan, the terms of the Plan will control. Any determination by the Committee in carrying out, administering or construing the Leadership Stock Program will be final and binding for all purposes and upon all interested persons and their heirs, successors and personal representatives.  The Committee is authorized to suspend or terminate the Leadership Stock Program, at any time, for any reason, with or without prior notice.

  ARTICLE 2.  DEFINITIONS

Any defined term used in this Administrative Guide, other than those set forth in this Article 2 or defined within another Article of this Administrative Guide, will have the same meaning for purposes of this document as that ascribed to it under the terms of the Plan.

2.1           Approved Reason

“Approved Reason” means, with regards to all Participants other than a Participant who is subject to Section 16 of the Exchange Act or a Covered Employee, a reason for terminating employment which, in the opinion of the CEO, is in the best interests of the Company.  With regards to a Participant who is subject to Section 16 of the Exchange Act or is a Covered Employee, “Approved Reason” means a reason for terminating employment which, in the opinion of the Committee, is in the best interest of the Company.

2.2           Award Payment Date

“Award Payment Date” is the date payment of an Award in the form of shares of Common Stock is credited to the Participant’s account with Kodak’s transfer agent pursuant to Section 9.3 because the Participant has not elected to defer the payment of his or her Award.

“Cycle” or “Performance Cycle” means the two year period commencing on January 1, 2004 and ending December 31, 2005.

2.4           Enrollment Period

“Enrollment Period” means the single period of consecutive days, designated by the Committee, provided, however, such period shall end on or before March 30 of the first year in the Cycle.

2.5           EPS

“Earnings per Share” or “EPS” means operational earnings per share determined in accordance with generally accepted accounting principles consistently applied, adjusted for the impact thereon of any acquisitions or divestitures and excluding restructuring charges or any other one time charges, as finally determined by the Company’s independent public accountants .

2.6           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.

2.7           Interest Rate

Intentionally Omitted

2.8           Joint Venture

“Joint Venture” means a corporation or other business entity in which the Company has an ownership interest of fifty percent (50%).

2.9           Market Value

Intentionally Omitted

2.10         Participant Account

“Participant Account” means the account established by the Company for each Participant who is granted an Award under the Leadership Stock Program to record and account for the grant of the Award and any dividend equivalents that are to be credited to the Account pursuant to Articles 10 or 11, until such time as the balance in the Account is paid, canceled, forfeited or terminated, as the case may be.

2.11          Performance Criteria

“Performance Criteria” means, with respect to the Leadership Stock Program, the criteria of Earnings per Share that will be used to establish the Performance Goal for the Performance Cycle, as described in Article 6.

“Performance Cycle” has the meaning specified in Section 2.3.

“Performance Goal” means, with respect to the Performance Cycle of the Leadership Stock Program, the goal based upon the Performance Criteria and established by the Committee, as more particularly described in Article 6.

“Target Award” means, for the Performance Cycle of the Leadership Stock Program, the target award amount, expressed as a number of shares of Common Stock, allocated to a Participant prior to the start of the Performance Cycle pursuant to Section 5.2.

“Target Award Range” has the meaning, for the Performance Cycle of the Leadership Stock Program, set forth in Section 5.1.

“Unit” means a bookkeeping entry used by the Company to record and account for the amount of an Award granted to a Participant and any dividend equivalents that are to be credited to the Participant’s Account pursuant to Articles 10 or 11, even though such Award and dividend equivalents have not yet been earned, until such time as the balance in the Account is paid, canceled, forfeited,  or terminated, as the case may be.  Units are expressed in terms of one Unit being the equivalent of one share of Common Stock.

“Valuation Date” means the date on which Awards under the Plan are paid or restrictions with respect to Awards under the plan lapse, as applicable for purposes of the relevant valuation.   If the applicable date in the preceding sentence is not a business day, then the business day immediately prior to such date shall be used.

“Vesting Date” shall mean the date that is one (1) year following the end of the Performance Cycle, except that the Vesting Date may be an earlier date with respect to any particular Participant under the circumstances described in Section 8.2  (Death, Disability, Retirement or Termination for an Approved Reason) and 8.4 (Divestiture to an Unrelated Third Party) below.

  ARTICLE 3.  PARTICIPATION

The executives who are eligible to participate in this Cycle of the Leadership Stock Program are those executives who, as of the first day of the Cycle, are either employed by Kodak world-wide in wage grades 48 through 55, or are senior-level executives employed by Kodak Subsidiaries.  The CEO will make recommendations for participation for this Cycle of the Leadership Stock Program from among those eligible executives.  Participants for this Cycle of the Leadership Stock Program will be designated by the Committee from those recommended by the CEO.  A schedule of such Participants is maintained by Kodak’s Worldwide Total Compensation Group.

3.2           New Participants

No person may become eligible to participate in this Cycle of the Leadership Stock Program after the first day of the Cycle, whether as a result of a job change or otherwise.

3.3           Termination of Participation

A Participant’s participation in this Cycle of the Leadership Stock Program is subject to immediate termination upon the Participant’s termination of employment from the Company.  In the case of the Participant’s termination of employment on or before the Vesting Date, the Participant will no longer be eligible to receive an Award for the Cycle and consequently, will forfeit any and all rights to receive payment on account of an Award for the Cycle, except as specified in Section 8.2  (Death, Disability, Retirement or Termination for an Approved Reason), Section 8.3 (Divestiture to a Joint Venture) and 8.4 (Divestiture to an Unrelated Third Party).

  ARTICLE 4.  FORM OF AWARDS

4.1           Form of Awards

Awards granted under the Leadership Stock Program provide Participants with the opportunity to earn shares of Common Stock, subject to the terms and conditions contained in this Administrative Guide and the Plan.  Each Award granted under the Leadership Stock Program shall be expressed as a fixed number of Units that will be equivalent to an equal number of shares of Common Stock.  The fixed number of Units that are allocated to a Participant by the Committee prior to the start of the Performance Cycle is referred to herein and in the Plan as the Target Award.

4.2           Participant Account

The Company will establish a Participant Account for each Participant who is granted an Award.

The maintenance of individual Participant Accounts is for bookkeeping purposes only; the Units recorded in the account are not actual shares of Common Stock.  The Company will not reserve or otherwise set aside any Common Stock for or to any Participant Account.  No Participant shall have the right to exercise any of the rights or privileges of a shareholder with respect to the Units credited to his or her Participant Account.  As more specifically described in Article 11, until the Committee has certified the Award earned by a Participant pursuant to the procedure referred to in Article 7 of this Guide, no additional Units will be credited for dividends that may be paid on the Company’s Common Stock.

  ARTICLE 5.                                AWARD ALLOCATION

5.1           Target Award Range

The attached Exhibit “A” shows by wage grade the range of the number of Units that an eligible executive could be allocated with respect to the Performance Cycle (the “ Target Award Range ”).  Exhibit “A” also shows the midpoint for the Target Award Range for each wage grade.

5.2           Establishing the Target Award

No later than the first day of the Cycle, each Participant’s unit management will review the Participant’s most recent GOLD relative leadership assessment and, based upon that assessment, recommend the fixed percentage (from 0% – 150%) to be applied to the midpoint of the Target Award Range applicable to that Participant to determine the fixed number of Units that will be allocated to that Participant.

The unit management’s recommendation will be made to the CEO, except in the case of a Participant who is subject to Section 16 of the Exchange Act or a Covered Employee, in which case the recommendation is to be made to the Committee.

Prior to the first day of the Cycle, the fixed number of Units that are allocated to a Participant will be established by the CEO, except in the case of a Participant who is subject to Section 16 of the Exchange Act or a Covered Employee, in which case the fixed number of Units that are allocated to a Participant will be established by the Committee.

The fixed number of Units that are allocated to a Participant prior to the start of the Performance Cycle is referred to herein and in the Plan as the “ Target Award .”

  ARTICLE 6.  ESTABLISING PERFORMANCE FACTORS

6.1           Performance Criteria

The Committee has selected Earnings per Share as the “ Performance Criteria ” for purposes of establishing the Performance Goal for the Performance Cycle.

6.2             Performance Goal

No later than its regularly scheduled meeting for the month of February in the first year of the Performance Cycle, the Committee shall establish the target amount of Earnings per Share for each of the two calendar years of the Performance Cycle that, when aggregated, will serve as the “ Performance Goal ” for purposes of assessing the Company’s performance during the entire Performance Cycle.

The Committee will also establish the minimum aggregate amount of Earnings per Share for the two calendar years of the Performance Cycle (the “ Minimum Performance Goal” ) that will serve as the minimum actual Earnings per Share for the entire Performance Cycle that will be necessary in order for any amount of an Award to be considered to have been earned by the Participants for the Performance Cycle.

The Committee will cause the Performance Goal and the Minimum Performance Goal to be documented in an Exhibit “B” to this Administrative Guide .

6.3             Performance Formula

The “ Performance Formula ,” which will determine the amount of an Award that will be considered to have been earned by a Participant, is as follows:

Award Earned = Target Award x Applicable Award Percentage

The Company’s actual Earnings per Share for the entire Performance Cycle in relation to the Performance Goal shall be used to determine the Applicable Award Percentage.

No later than its regularly scheduled meeting for the month of February in the first year of the Performance Cycle, the Committee shall establish the specific formula by which the Applicable Award Percentage will be determined.

For example, a table such as the following may be used to determine the Applicable Award Percentage:

The Committee will cause the Performance Formula that is to be used to establish the Applicable Award Percentage to be documented in an Exhibit “C” to this Administrative Guide.

  ARTICLE 7.  DETERMINATION OF EARNED AWARDS

7.1           Certification

Following the completion of the Perfo