Q:  What am I voting on?

A:  You are voting on one proposal:

• 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.

Q:  Who is soliciting my proxy to vote on this proposal?

A:     Our Board of Directors is requesting your proxy to vote on this proposal.

Q:  What is the voting recommendation of the Board?

A:    The Board recommends a vote FOR this proposal.

Q:  Will any other matters be voted on?

A:     No. We are not aware of any other matters that you will be asked to vote on at the Meeting. If any other matter is properly brought before the Meeting, Daniel A. Carp and Joyce P. Haag, acting as your proxies, will vote for you in their discretion. New Jersey law (under which the Company is incorporated) requires that you be given notice of all matters to be voted on, other than procedural matters such as adjournment of the Meeting.