Power of Attorney


I, Paolo Cantarella, the undersigned (the "Reporting
Person") hereby constitute and appoint LOUISE L.
CAVANAUGH and JANICE E. NEVILLE as the Reporting
Person's true and lawful attorneys-in-fact to:

(1)	execute for and on behalf of the Reporting Person,
in the Reporting Person's capacity as a member of
the Board of Directors of Polaroid Holding Company
(the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf
of the Reporting Person which may be necessary or
desirable to complete and execute any such Form 3,
4 or 5 and timely file such form with the United
States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorneys-in-fact, may be of benefit to,
and in the best interest of, or legally required
by, the Reporting Person.

The Reporting Person hereby grants to such attorneys-
in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and purposes as the Reporting Person might
or could do if personally present.  The Reporting
Person acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of
the Reporting Person, are not assuming, nor is the
Company assuming, any of the Reporting Persons
responsibilities to comply with Section 16 of the
Securities Act of 1934.

This Power of Attorney shall remain in full force and
effect until the Reporting Person is no longer
required to file Forms 3, 4 and 5 with respect to the
Reporting Persons holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the Reporting Person in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the Reporting Person has caused
this Power of Attorney to be executed as of this 1st
day of October, 2003.





/s/ Paolo Cantarella
Paolo Cantarella