WITNESS MY SIGNATURE, THIS _____ DAY OF ____________, 2006.

Mr. Daniel T. Meek
May 2, 2006

3.     Release Exclusions

Excluded from the scope of this Release are claims for the following compensation and benefits:

• Claims for benefits to which you may be eligible under the terms of the following benefit plans, as such plans may be amended from time to time: Kodak Retirement Income Plan, Kodak Unfunded Retirement Income Plan, Kodak Excess Retirement Income Plan, Eastman Kodak Employees’ Savings and Investment Plan, and Kodak Employee Stock Ownership Plan;

• Claims for retiree health care or dental services rendered after your termination, or life insurance benefits to which you may become entitled after your termination under any Company health care, dental, or life insurance plan, as such plans may be amended from time to time;

• Claims for expenses incurred by you or your covered family members prior to your termination of employment under the Kodak Medical Assistance Plan or the Kodak Dental Plan;

• Claims for accrued, but unpaid and unused, benefits under the Vacation Plan;

• Any claims that may arise after the date this Agreement is executed unrelated to your employment or the termination of your employment;

• Claims for any amounts or awards due you under the Eastman Kodak Company 1982 Executive Deferred Compensation Plan;

• Claims with respect to any injury compensable under applicable Workers’ Compensation statutes;

• Claims under the Fair Labor Standards Act; and

• Claims for benefits and compensation owing to you under the Letter Agreement.

4.     No Future Lawsuits

In addition to any and all other obligations you may have under the terms of this Agreement, you also separately and independently covenant and agree that, to the extent allowed by law, you will not sue Releasees upon any of the claims that you have released in Section 2 of this Agreement or assist any other person or entity in bringing any lawsuit against Kodak in any state or federal court with the exception of lawsuits based upon claims listed in Section 3.

5.     Cooperation

You understand that Kodak may need your continued cooperation and involvement with various pieces of litigation and other legal matters which are pending at the time of your termination of employment or which may arise thereafter. In further consideration of the Termination Benefits, you agree, at Kodak’s request from time to time, to cooperate with Kodak in its efforts to defend and/or pursue any such litigation or other legal matters. You will provide this assistance to Kodak at no additional remuneration beyond the Termination Benefits. When performing these services at Kodak’s request, except where prohibited by law, Kodak will consider reimbursing you for reasonable travel and lodging expenses that you incur upon submission of documentation acceptable to Kodak. By way of illustration and not by way of limitation, the types of services that may be requested of you under this Section 5 include: attending strategy sessions, attending preparations for trial, appearing at depositions, executing affidavits and testifying at trials.

6.     Return of Kodak Property

Whether or not you sign this Agreement, you, as a terminating employee, are reminded that prior to your termination of employment you must return to Kodak, (i) all documents, and other tangible items, and any copies, that are in your possession or control and which contain confidential information in written, magnetic or other form and shall have not given such documents, items, or copies to anyone other than another Kodak employee; and (ii) all other Kodak property within your possession including, but not limited to, office keys, identification badges or passes, Kodak credit cards, automobiles, and computer equipment and software. You understand and acknowledge your continuing obligation regarding the disclosure of confidential, proprietary and trade secret information which you have obtained during your employment with Kodak.

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