Notice of Restricted Stock Awarded to Mark J. Costa Pursuant to the Eastman Chemical Company 2002 Omnibus Long-Term Compensation Plan, dated June 1, 2006

Award of Restricted Stock. This Award Notice serves to notify you that the Compensation and Management Development Committee (the “Committee”) of the Board of Directors of Eastman Chemical Company ("Company") has granted to you, under the 2002 Omnibus Long-Term Compensation Plan ("Plan"), the number of shares ("Restricted Stock") of its $.01 par value Common Stock ("Common Stock") set forth above, to be held, subject to the terms of the Plan and this Award Notice, as restricted stock. This Award recognizes your significant contribution to the Company and provides additional incentive for your continued service with the Company. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not otherwise defined herein have the respective meanings set forth in the Plan.

Lapse of Restrictions. The restrictions described below with respect to the Restricted Stock will lapse upon the earlier of: (1) as to 10,000 shares, on June 1, 2007; as to 10,000, on June 1, 2008, and as to 10,000 shares, on June 1, 2009; in each case if and only if you are still an employee of the Company or a Subsidiary on date, or (2) termination of your employment with the Company and its Subsidiaries, if and only if such termination is by reason of death, disability, termination without Cause or for Good Reason as defined in your Employment Agreement dated May 4, 2006, or for another approved reason, as determined by the Committee (the dates and time described in clause (1) or (2), as applicable, are referred to herein as the "Vesting Dates").

Book-Entry Registration. The Restricted Stock awarded pursuant to this Award Notice initially will be evidenced by book-entry registration only, without the issuance of certificates representing such shares.

Issuance of Shares. Subject to the other terms of this Award Notice, the Company will either issue a certificate or certificates representing the Restricted Stock as promptly as practicable following the Vesting Dates. The Company may withhold or require the grantee to remit a cash amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld. Further, either the Company or the grantee may elect to satisfy the withholding requirement by having the Company withhold or the grantee remit shares of common stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.

Restrictions on Transfer of Shares. The Restricted Stock, and the right to vote such shares and to receive dividends thereon, may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged or encumbered in any way prior to the Vesting Dates, whether by operation of law or otherwise. Upon Vesting Dates, certificates for the Common Stock may be issued during your lifetime only to you, except in the case of a permanent disability involving mental incapacity.

Limitation of Rights. Except as otherwise provided in this Award Notice or the Plan, prior to the Vesting Dates, you will have no rights of a stockholder with respect to the Restricted Stock, except for the right to receive such cash dividends, if any, as may be declared on the shares of Common Stock subject thereto from time to time, and the right to vote (in person or by proxy) such shares at any meeting of stockholders of the Company. Neither the Plan, this Award nor this Award Notice gives you any right to remain employed by the Company or a Subsidiary.

Termination. Upon termination of your employment with the Company and its Subsidiaries, prior to a Vesting Date, other than by reason of death, disability, termination without Cause or for Good Reason as defined in your Employment Agreement dated ________, 2006, or for another approved reason, as determined by the Committee, all of the unvested shares of Restricted Stock will be canceled and forfeited by you to the Company without the payment of any consideration by the Company. In such event, neither you nor any of your successors, heirs, assigns or personal representatives will thereafter have any further rights or interest in such shares or otherwise in this Award.

Change in Ownership; Change in Control. Sections 25 and 26 of the Plan contain certain special provisions that will apply to this Award in the event of a Change in Ownership or Change in Control, respectively.

Restrictions on Issuance of Shares. If at any time the Company determines that listing, registration or qualification of the shares of Common Stock subject to this Award upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the award or issuance of certificate(s) for the shares of Common Stock subject to this Award, such award or issuance may not be made in whole or in part unless and until such listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

Noncompetition; Confidentiality. You will forfeit all rights to this Award if you violate the noncompetition and confidentiality provisions contained in Section 20 of the Plan.

Plan Controls. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Notice, the provisions of the Plan will be controlling and determinative.