ITEM 1:
ELECTION OF DIRECTORS

Kodak’s By-Laws require us to have at least nine directors but no more than 18. The number of directors is set by the Board and is currently 13. Mr. Carp is the only director who is also an employee of the Company. The Board is divided into three classes of directors with overlapping three-year terms. There are five Class III directors whose terms expire at the 2002 Annual Meeting. Mr. Zimmerman, a Class III director, is retiring from the Board effective May 8, 2002, in accordance with the Company’s retirement policy for directors. In addition, Dr. Emerson (Class II) and Dr. Gray (Class I) are retiring from the Board effective May 8, 2002, in accordance with the Company’s retirement policy for directors.

Nominees for election as Class III directors are:

Richard S. Braddock

Daniel A. Carp

Durk I. Jager

Debra L. Lee

These nominees agree to serve a three-year term. Information about them is provided beginning on page 10. All four directors were previously elected by shareholders.

Nominees for election as Class I directors are:

Timothy M. Donahue

Delano E. Lewis

These nominees agree to serve a one-year term. Mr. Donahue is standing for election by you for the first time. Mr. Lewis was a director of the Company from May 1998 to December 1999. Information about them is provided beginning on page 11.

If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy. This new director will serve until the next Annual Meeting.

The Board of Directors recommends a vote FOR the election of directors.