EASTMAN KODAK COMPANY WARRANT TO PURCHASE COMMON STOCK

Exhibit 10.2

THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

EASTMAN KODAK COMPANY

WARRANT

TO PURCHASE COMMON STOCK

          For value received, KKR Jet Stream (Cayman) Limited (the “ Investor ” and, together with any transferee of the Warrant in accordance with the terms of this Warrant, the “ Holder ”), is entitled to purchase from Eastman Kodak Company, a New Jersey corporation (together with its successors and assigns, the “ Company ”), at any time and from time to time after the date set forth above and prior to 5:00 p.m., New York time, on the Expiration Date (as defined below), at the purchase price of $      ¹ per share (as such price may be adjusted pursuant to Section 2, the “ Exercise Price ”) an aggregate of            fully-paid and nonassessable shares of the Company’s voting common stock, par value $2.50 per share (“ Common Stock ”) (as such shares may be adjusted pursuant to Section 2 and Annex A, the “ Warrant Shares ”).

          This Warrant (this “ Warrant ”) is being initially issued to the Investor pursuant to a Note and Warrant Purchase Agreement dated September 16, 2009 (the “ Purchase Agreement ”) by and among the Company, the Investor and the other parties named therein, as it

may be amended, restated, modified or supplemented from time to time. This Warrant and the Warrant Shares are entitled to the registration rights provided for in the registration rights agreement of even date herewith among the Company, the Investor and the other parties named therein (the “ Registration Rights Agreement ”).

      Section 1. Term and Exercise of Warrant .

           1.1 Term of Warrant . The Holder shall have the right, at any time before 5:00 p.m., New York time, on the eighth anniversary of the date hereof, or, if such date is not a Business Day (as defined below), the next Business Day (the “ Expiration Date ”) to exercise this Warrant in accordance with the terms of this Warrant.

           1.2 Exercise of Warrant .

               (a)  Cash Exercise . This Warrant may be exercised at any time prior to the Close of Business on the Expiration Date (or if the Expiration Date is not a Business Day, the next Business Day) and from time to time, in whole or in part, but not for less than 1,000,000 Warrant Shares, upon surrender to the Company, together with the duly completed and signed form of notice of exercise (designating thereon the Holder’s election to cash exercise (“ Cash Exercise ”)) in the form attached (the “ Notice of Exercise ”), and payment to the Company of the Exercise Price in effect on the date of such exercise for the number of Warrant Shares in respect of which this Warrant is then being exercised; provided , that the Holder may not elect to Cash Exercise this Warrant unless there is available an effective registration statement to cover such transaction or such Holder checks the box on the Notice of Exercise thereby representing to the Private Placement Representations (as defined in the Notice of Exercise). Payment of the aggregate Exercise Price upon exercise pursuant to this Section 1.2(a) shall be made by delivery of a check to the principal executive offices of the Company as provided in Section 7 or, at the Holder’s discretion, by wire transfer of immediately available funds in accordance with written wire transfer instructions to be provided by the Company at the Holder’s request.

               (b)  Net-Issue Exercise . In lieu of exercising this Warrant on a cash basis pursuant to Section 1.2(a), the Holder may elect to exercise this Warrant at any time prior to the Expiration Date and from time to time, in whole or in part, but not for less than 1,000,000 Warrant Shares, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such Net-Issue Exercise) at the time of any such Net-Issue Exercise, by surrender of this Warrant, together with the duly completed and signed Notice of Exercise (designating the Holder’s election to Net-Issue Exercise (“ Net-Issue Exercise ”)), to the Company at the principal executive offices of the Company as provided in Section 7; provided that the Holder may not elect to Net-Issue Exercise this Warrant if at such time the Holder would be prohibited from transferring the Warrant Shares pursuant to Section 3. The Notice of Exercise shall be properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such Net-Issue Exercise, (B) the number of Warrant Shares in respect of which this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such Net-Issue Exercise, calculated as of the Determination Date (as defined below) and (C) the number of Warrant Shares which remain subject to this Warrant after such Net-Issue Exercise, if any (each as

determined in accordance with this Section 1.2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 1.2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula:

X = Y x (A-B) / A

where:

The “ Determination Date ” will be the date indicated on the Notice of Exercise; provided , however , that if the Company does not receive the Notice of Exercise within five (5) business days of the date indicated thereon, the Determination Date will be the date the Company receives such Notice of Exercise.

               (c)  Fractional Interests . No fractional shares of Common Stock will be issued upon the exercise of this Warrant, but in lieu thereof the Company shall pay therefor in cash an amount equal to the product obtained by multiplying the Closing Sale Price of one share of Common Stock on the Trading Day immediately preceding the date of exercise of the Warrant times such fraction (rounded to the nearest cent).

               (d)  Deemed Issuance . Subject to 1.2(c), upon such surrender of the Warrant, delivery of the Notice of Exercise and, in the case of a Cash Exercise pursuant to Section 1.2(a), payment of the Exercise Price, the Company will issue and cause to be delivered with all reasonable dispatch (and in no event more than three Business Days from delivery of the Notice of Exercise) to and in the name of the Holder, or in the name of such other Person as designated by the Holder, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of this Warrant, together with a check or cash in respect of any fraction of a share of Common Stock otherwise deliverable upon such exercise, as provided in Section 1.2(c). Such certificate or certificates shall be deemed to have been issued, and the Person in whose name any such certificates will be issuable upon exercise of this Warrant (as indicated in the applicable Notice of Exercise) will be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of this Warrant and, in the case of a Cash Exercise pursuant to Section 1.2(a), payment of the Exercise Price.

               (e)  Warrant Exercisable in Whole or in Part . The rights of purchase represented by this Warrant shall be exercisable, at the election of the Holder, either in full or

from time to time in part, but not for less than 1,000,000 Warrant Shares. If this Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant of like tenor exercisable for the remaining Warrant Shares may be issued and delivered to the Holder by the Company. This Warrant or any part thereof surrendered in the exercise of the rights thereby evidenced shall thereupon be cancelled by the Company and retired.

               (f)  Company Covenants . The Company shall (i) at all times cause the Warrant Shares to be approved for listing on the New York Stock Exchange or such other securities exchange or market as the Common Stock is listed from time to time, subject to official notice of issuance and (ii) for as long as this Warrant remains outstanding, at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock or shares of Common Stock held in treasury by the Company, for the purpose of effecting the exercise of this Warrant, the number of Warrant Shares then issuable upon the exercise hereof (after giving effect to all anti-dilution adjustments provided for herein). All Warrant Shares delivered upon exercise of this Warrant shall be newly issued shares or shares held in treasury by the Company, shall have been duly authorized and validly issued and shall be fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim (except for liens or adverse claims arising from the action or inaction of Holder).

      Section 2. Adjustment of Exercise Price and Warrant Shares .

          The Exercise Price and the number of Warrant Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time as set forth in Annex A .

      Section 3. Restriction on Transfer of Warrant and Warrant Shares .

               (a) The Holder agrees that, it will not, prior to the second anniversary of the Issue Date (as defined below), transfer this Warrant or the Warrant Shares or enter into any swap, hedge, forward contract or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Warrants or Warrant Shares to a third party. However, the foregoing restrictions shall not apply to:

(i) transfers by a Holder to a member of the KKR Group;

(ii) transfers to holders of the capital stock, partnership interests, membership interests or other equity interests of a member of the KKR Group that is a Holder by way of a distribution in kind to all or substantially all of such holders on a basis proportionate with such Person’s equity interest in such Holder (a “ Distributee ”);

(iii) transfers to a nominee or custodian of a member of the KKR Group or a Distributee (Warrants and Warrant Shares so transferred to a nominee or custodian will, however, be deemed to continue to be held by the transferring Holder for purposes of determining any rights under the Purchase Agreement or Registration Rights Agreement);

(iv) pledges of this Warrant or the Warrant Shares pursuant to any bona fide financing transaction for the incurrence of debt and any transfer as a result of the foreclosure thereon;

(v) any transfer of this Warrant or the Warrant Shares in connection with or at any time after the Company has provided a notice of an event described in Section 1.06(i) or (ii) of Annex A (or has publicly announced any such event);

(vi) transfers during a period in which the Company is in default of its obligations in Section 9 of the Purchase Agreement; or

(vii) transfers to the Company or any of its Subsidiaries.

               (b) On or after the second anniversary of the Issue Date, in addition to transfers of a type provided for in Section 3.1(a), the Holder may transfer this Warrant or the Warrant Shares to any Person:

(i) pursuant to a registration statement that is, at the time of such transfer, effective under the Securities Act;

(ii) pursuant to Rule 144 promulgated under the Securities Act; or

(iii) in a transaction otherwise exempt from the registration requirements of the Securities Act (subject to the requirements of such exemption).

               (c) Notwithstanding the foregoing, the following terms and conditions will apply to each transfer provided for in Section 3.1(a) and (b), as applicable:

(i) in the case of a transfer pursuant to Section 3(b)(ii) or (iii), as a condition precedent to such transfer, unless otherwise agreed by the Company in writing, the transferor must deliver an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws; and

(ii) no Holder that is subject to the Company’s then-applicable insider trading policy may transfer any of the Warrants or any Warrant Shares except to the extent permitted under such trading policy.

               (d) By its acceptance of this Warrant, each Holder (i) shall be deemed to have acknowledged and agreed to the restrictions on transfer described in this Section, and to have acknowledged that the Company will rely upon the truth and accuracy of such acknowledgement and agreement and (ii) agrees to the imprinting of the following legend on any certificate evidencing this Warrant and the Warrant Shares (provided that the legend set forth in the second immediately following paragraph shall only be affixed to a Warrant transferred to a Person subject to the provisions of Section 8 of the Purchase Agreement:

THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE HOLDER HEREOF, BY VIRTUE OF ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY THE TERMS OF SECTION 8 IN THE PURCHASE AGREEMENT AND, IF THE SECURITY EVIDENCED BY THIS CERTIFICATE IS A WARRANT, THE TERMS HEREOF AS A “HOLDER.”

               (e) Except as provided in Section 3(a), (b) and (c) above, this Warrant, the rights represented hereby and the Warrant Shares may not be transferred in whole or in part by the Holder. In order to effect any transfer or partial transfer of this Warrant, the Holder shall deliver this Warrant to the Company with the notice of transfer in the form attached (the “ Notice of Transfer ”) completed and duly executed. Upon receipt of Notice of Transfer and the opinion of counsel required by this Section, if any, the Company shall promptly (i) issue to the transferee a new Warrant for the number of Warrant Shares assigned by the Holder, and (ii) to the extent the transfer contemplated by the Notice of Transfer is not for the entire number of Warrant Shares represented by this Warrant, issue to the Holder a replacement Warrant representing the balance of such Warrant.

               (f) The Company shall not be required to register any transfer of the Warrants or the Warrant Shares in violation of this Section or applicable securities laws. The Company may, and may instruct any transfer or warrant agent for the Company to, place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section and applicable securities laws.

               (g) For the avoidance of doubt, after the second anniversary of the Issue Date, the Holder shall not be restricted in any manner from entering into any swap, hedge, forward contract or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Warrants, or of the shares of Warrant Shares issuable upon exercise thereof, to a third party.

      Section 4. Taxes . The issuance of certificates for Warrant Shares upon the exercise of the rights represented by this Warrant will be made without charge to the Holder for any issuance tax in respect thereof; provided , however , that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder.

      Section 5. Mutilated or Missing Warrant . If this Warrant shall be mutilated, lost, stolen or destroyed and the Company shall receive evidence thereof and (except with respect to mutilated Warrants returned to the Company) indemnity reasonably satisfactory to it, then the Company shall issue and deliver in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing an equivalent right or interest. An applicant for such a substitute Warrant shall comply with such other reasonable requirements and pay such reasonable charges as the Company may prescribe, including, without limitation, the execution and delivery of a lost Warrant affidavit and indemnification agreement in a form reasonably satisfactory to the Company and its counsel.

      Section 6. No Rights as Stockholder . Except as provided in Section 1.2(d), nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company.

      Section 7. Notices . All notices and other communications required or permitted to be given with respect to the Warrant shall be in writing signed by the sender, and shall be considered given: (w) on the date delivered, if personally delivered during normal business hours, or on the next Business Day if delivered after normal business hours of the recipient; (x) on the date sent by telecopier with automatic confirmation of the transmitting machine showing the proper number of pages were transmitted without error, if sent during normal business hours of the recipient, or on the next Business Day if sent after normal business hours; (y) on the Business Day after being sent by Federal Express or another recognized overnight delivery service in time for and specifying next day or next business day delivery; or (z) five (5) Business Days after mailing, if mailed by United States postage-paid certified or registered mail, return receipt requested, in each instance referred to in the preceding clauses (y) and (z) only if all delivery charges are pre-paid. Each such notice or other communication shall be given to the Holder at the address in a Warrant register to be created and maintained by the Company and to the Company at its principal executive offices.

      Section 8. No Waivers; Remedies; No Impairment . Prior to the Expiration Date, no failure or delay by the Holder in exercising any right, power or privilege with respect to the Warrant shall operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in the Warrant shall be cumulative and not exclusive of any rights or remedies provided by law. The Company will not, by amendment of its charter or by-laws or through any other means, directly or indirectly, avoid or seek to avoid the observance or performance of any of the terms of this Warrant and will at all time in good faith assist in the carrying out of all such terms

and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

      Section 9. Amendments . No amendment, modification, termination or waiver of any provision of the Warrant, and no consent to any departure from any provision of the Warrant, shall be effective unless it shall be in writing and signed and delivered by the Company and the Holder, and then it shall be effective only in the specific instance and for the specific purpose for which it is given.

      Section 10. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of New York that apply to contracts made and performed entirely within such state.

      Section 11. Severability of Provisions: Successors . Any provision of this Warrant that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of the Warrant or affecting the validity or enforceability of the provision in any other jurisdiction. This Warrant shall be binding upon any entity succeeding the Company by merger, consolidation or otherwise. All of the covenants and agreements of the Company shall inure to the benefit of successors and permitted assigns of the Holder.

      Section 12. Titles and Subtitles; Section References . The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. Unless otherwise stated, references to Sections and Annexes are to the Sections and Annexes of this Warrant.

      Section 13. Purchase Agreement; Registration Rights Agreement . The Company will provide any Holder with a copy of the Purchase Agreement or Registration Rights Agreement upon request.

      Section 14. Definitions . For purposes of this Warrant, the following terms have the following meanings:

               (a) “ Affiliate ” means any Person controlling, controlled by or under common control with any other Person. For purposes of this definition, “control” (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, partnership or other ownership interests, by contract or otherwise.

               (b) “ Beneficially Own ”, “ Beneficially Owned ” and “ Beneficial Ownership ” shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act, except that for purposes of this Agreement the words “within sixty days” in Rule 13d-3(d)(1)(i) shall not apply, to the effect that a Person shall be deemed to be the beneficial owner of a security if that Person has the right to acquire beneficial ownership of such security at any time.

               (c) “ Business Day ” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

               (d) “ Close of Business ” means 5:00 p.m. (New York City time).

               (e) “ Closing Sale Price ” of the Common Stock on any date means the closing per-share sale price (or if no closing per-share sale price is reported, the average of the last bid and ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices) on that date as reported the principal other national or regional securities exchange