The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Wednesday, May 8, 2002, at 10:00 AM, at the Theater on the Ridge, 200 Ridge Road West, Rochester, New York. There are three proposals to be voted on at the Meeting:

1. Election of four Class III directors for a term of three years:

   Richard S. Braddock

   
   

   Daniel A. Carp

   
   

   Durk I. Jager

   
   

   Debra L. Lee

   
   

   
   and two Class I directors for a term of one year:

   Timothy M. Donahue

   
   

   Delano E. Lewis

   
   
   

2. Ratification of election of PricewaterhouseCoopers LLP as independent accountant.
3. Shareholder proposal requesting additional environmental disclosure.

The Board of Directors recommends a vote FOR items 1 and 2 and a vote AGAINST item 3.

If you were a shareholder of record at the close of business on March 11, 2002, you are entitled to vote at the Annual Meeting.

If you have any questions about the Meeting, please contact:

Coordinator, Shareholder Services

Eastman Kodak Company

343 State Street

Rochester, New York 14650-0211

(585) 724-5492

The Theater on the Ridge is handicap accessible. If you require special assistance, call the Coordinator, Shareholder Services.

By Order of the Board of Directors

Joyce P. Haag
Secretary and Assistant General Counsel
Eastman Kodak Company
March 20, 2002