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Kodak 2011 Annual Report Download - page 570

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Your signature below means that:

concerning eligibility for and the amount of benefits payable, construe any ambiguous provision, correct any default, supply

any omission, reconcile any inconsistency, and decide all questions arising in the administration, interpretation and

application of the agreements. The Administrator will have full discretionary authority in all matters related to the

discharge of his/her responsibilities and the exercise of his authority, including, without limitation, his/her construction of

the terms of this agreement and his/her determination of eligibility for benefits. It is the intent of the parties hereto, that the

decisions of the Administrator and his/her actions with respect to this agreement will be final and binding upon all persons

having or claiming to have any right or interest in or under this agreement and that no such decision or actions shall be

modified upon judicial review unless such decision or action is proven to be arbitrary or capricious.

Indemnification

. This will confirm that with respect to any action, suit or proceeding (“Claims”) against you by reason of

the fact that you served as an officer or employee of the Company or as a director, officer, trustee, employee or agent of any

other enterprise at the request of the Company, the provisions of Article 8, Section 2(a) of the Company’s bylaws shall

apply to such Claims.

You have had ample opportunity to discuss the terms and conditions of this letter agreement with an advisor of your choice and as a result

fully understand its terms and conditions; and

You accept the terms and conditions set forth in this letter agreement; and

This letter agreement supersedes and replaces any and all agreements or understandings whether written or oral that you may have with

Kodak, or any subsidiaries or affiliates, concerning any special or other separation, retirement or compensation arrangement. This letter

agreement does not supersede or replace your Eastman Kodak Company Executive Employee

’

s Agreement.