A Special Meeting of Shareholders of Eastman Kodak Company will be held on Friday, January 25, 2002, at 9:00 AM, in Salon D at The Westin, 2 Whippany Road, Morristown, NJ. There is one proposal to be voted on at the Meeting:

• Amendment of the Eastman Kodak Company 1990 Omnibus Long-Term Compensation Plan, the Eastman Kodak Company 1995 Omnibus Long-Term Compensation Plan, the 2000 Omnibus Long-Term Compensation Plan, the Wage Dividend Plan and the Kodak Stock Option Plan to permit the exchange of outstanding options for new options to be granted at least six months and one day from the cancellation of the outstanding options, with an exercise price equal to the fair market value of the Company’s common stock on the date of grant, for the purpose of motivating and retaining employees.

The Board of Directors recommends a vote FOR this proposal.

If you were a shareholder of record at the close of business on December 18, 2001, you are entitled to vote at this 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

By Order of the Board of Directors

Joyce P. Haag
Secretary and Assistant General Counsel
Eastman Kodak Company
December 31, 2001