(a)   R. H. Brust was hired on January 3, 2000. P. F. Russo was hired in April 2001 and resigned from the Company on January 4, 2002. On that date, D. A. Carp was re-elected President and COO.

(b)   This column shows Management Variable Compensation Plan awards for services in the year indicated. For P. F. Russo this amount was required to be paid under her offer letter dated April 2001.

(c)   Where no amount is shown, the value of personal benefits provided was less than the minimum amount required to be reported. The amount shown in this column represents tax payments made by the Company relating to the officer’s use of Company transportation. The Company requires D. A. Carp to use Company transportation for security reasons.

(d)   The awards shown represent grants of restricted stock valued as of the date of grant. The grant to P. F. Russo was made pursuant to her offer letter. P. F. Russo forfeited these shares when she resigned from the Company. The amount shown for D. A. Carp includes 20,000 restricted shares granted in recognition of his election as Chairman. The remaining amounts shown for 2001 represent grants made in substitution of, and not in addition to, the stock option grants the named executives would otherwise have received in January 2001 under the management stock option program.

D. A. Carp – 20,000 shares valued on January 12, 2001, at $40.875 per share and 52,630 shares valued on January 16, 2001, at $40.875 per share. P. F. Russo – 100,000 shares valued on April 16, 2001, at $42.48 per share. These shares were forfeited when P. F. Russo resigned from the Company on January 4, 2002. R. H. Brust – 10,530 shares valued on January 16, 2001, at $40.875 per share and 11,625 shares valued on January 3, 2000, at $40.2187 per share. E. L. Steenburgh – 13,540 shares valued on January 16, 2001, at $40.875 per share, 8,000 valued on February 11, 2000, at $58.375 per share and 8,000 valued on February 12, 1999, at $65.438 per share. M. M. Coyne – 13,540 shares valued on January 16, 2001, at $40.875 per share. Dividends are paid on restricted shares as and when dividends are paid on Kodak common stock.

The total number and value of restricted stock held as of December 31, 2001 for each named individual (valued at $29.43 per share) were: D. A. Carp – 98,309 shares – $2,893,234; P. F. Russo – 100,000 shares – $2,943,000 (these shares were forfeited when P. F. Russo resigned); R. H. Brust – 22,155 shares – $652,022; E. L. Steenburgh – 40,171 shares – $1,182,233; M. M. Coyne – 26,180 shares – $770,477.

(e)   In January 2001, D. A. Carp received a grant of stock options to purchase 160,000 shares in recognition of his election as Chairman. P. F. Russo was awarded stock options to purchase 500,000 shares pursuant to her offer letter. P. F. Russo forfeited all of her stock options when she resigned from the Company on January 4, 2002. The remaining amounts for 2001 represent grants made in the fourth quarter of 2001 under the management stock option program. Beginning with this grant, stock options will be granted in the fourth quarter, rather than the first quarter, of a year to coordinate the timing of the grant with the Company’s annual management appraisal process.

(f)   No awards were paid for the periods 1999-2001, 1998-2000, and 1997-1999 under the Performance Stock Program.

(g)   For P. F. Russo the amount represents the company contribution made to her account under the cash balance feature of the Kodak Retirement Income Plan. P. F. Russo forfeited this amount when she resigned from the Company on January 4, 2002.

For R. H. Brust for 2001 the amount represents $786,300 of principal and interest forgiven in connection with the loan from the Company as described on page 16 and $41,623 as the Company contribution in the cash balance feature of the Kodak Retirement Income Plan; for 2000 the amount represents the Company contribution in the cash balance feature.