8-K

 1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


      Date of report (Date of earliest event reported): October 10, 2003



                              Eastman Kodak Company
               (Exact name of registrant as specified in its charter)



New Jersey                            1-87                 16-0417150
- ----------------------------------------------------------------------
(State or Other Jurisdiction       (Commission           (IRS Employer
    of Incorporation)             File Number)     Identification No.)


                                343 State Street,
                            Rochester, New York 14650
          (Address of Principal Executive Office) (Zip Code)


      Registrant's telephone number, including area code (585) 724-4000
                                                          -------------



 2

Item 5.  Other Events and Regulation FD Disclosure.

On October 10, 2003, the Registrant completed the private
placement of $575 million of 3.375% Convertible Senior Notes due
2033 (the "Securities") to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933. The
Securities were issued under an Indenture dated as of January 1,
1988 between the Registrant and The Bank of New York, as trustee
(the "Trustee"), as supplemented by a First Supplemental Indenture
thereto dated as of September 6, 1991, a Second Supplemental
Indenture thereto dated as of September 20, 1991, a Third
Supplemental Indenture thereto dated as of January 26, 1993, a Fourth
Supplemental Indenture thereto dated as of March 1, 1993 and a Fifth
Supplemental Indenture thereto dated as of October 10, 2003 (as so
supplemented, the "Indenture").  The Registrant is filing as
exhibits to this Current Report on Form 8-K certain agreements
and instruments related to the foregoing transactions, which
documents are listed on the exhibit list under Item 7 of this
Form 8-K.


Item 7.  Financial Statements and Exhibits


Exhibit No.

(1)  Purchase Agreement, dated October 7, 2003, between
     Eastman Kodak Company and Citigroup Global Markets
     Inc. and Lehman Brothers Inc., as initial purchasers
     and representatives of the several initial purchasers
     named in Schedule I thereto, relating to the issue and
     sale of the Securities.

(4)  I.  Resolutions of the Committee of the Board of
         Directors of Eastman Kodak Company, adopted on
         October 7, 2003, establishing the terms of the
         Securities.

     J.  Fifth Supplemental Indenture, dated October 10, 2003,
         between Eastman Kodak Company and The Bank of New York,
         as Trustee.

(99)  Press release, dated October 8, 2003, announcing the pricing
      of the Securities.


 3

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.



                                             EASTMAN KODAK COMPANY



                                             By: /s/ James M. Quinn
                                             ------------------------
                                             Name: James M. Quinn
                                             Title: Assistant General
                                                    Counsel, Secretary

Date:  October 10, 2003

EX-1

                                              Exhibit (1)

                                              EXECUTION COPY



                      EASTMAN KODAK COMPANY

                          $500,000,000
            3.375% Convertible Senior Notes Due 2033


                       PURCHASE AGREEMENT



                                          New York, New York
                                             October 7, 2003

Citigroup Global Markets Inc.
Lehman Brothers Inc.
     as Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY  10013

c/o Lehman Brothers Inc.
399 Park Avenue
New York, NY  10022

Ladies and Gentlemen:

          Eastman Kodak Company, a corporation organized
under the laws of the State of New Jersey (the "Company"),
proposes to issue and sell to the several initial purchasers
named in Schedule I hereto (the "Initial Purchasers"), for
whom you (the "Representatives") are acting as
representatives, the respective principal amounts set forth
in Schedule I hereto of its $500,000,000 aggregate principal
amount of 3.375% Convertible Senior Notes due 2033 (the
"Firm Securities").  The Company also proposes to grant to
the several Initial Purchasers an option to purchase up to
an additional $75,000,000 aggregate principal amount of such
3.375% Convertible Senior Notes due 2033 to cover over-
allotments, if any (the "Option Securities" and, together
with the Firm Securities, the "Securities").  The Securities
will be issued pursuant to the Indenture dated as of January
1, 1988 (as heretofore supplemented, the "Base Indenture")
between the Company and The Bank of New York, as trustee
(the "Trustee"), as amended and supplemented by the Fifth
Supplemental Indenture, to be dated as of October 10, 2003,
between the Company and the Trustee (the "Fifth Supplemental
Indenture" and, together with the Base Indenture, the
"Indenture").  The Securities will be convertible into
shares of the Company's common stock, par value $2.50 per
share (the "Common Stock"), in accordance with the terms of
the Securities and the Indenture, at the initial conversion
rate set forth in the Fifth Supplemental Indenture.  The
Securities have the benefit of a registration rights
agreement (the "Registration Rights Agreement"), to be dated
as of October 10, 2003, between the Company and the Initial
Purchasers, pursuant to which the Company has agreed to
register the Securities under the Securities Act of 1933, as
amended (the "1933 Act"), subject to the terms and
conditions therein specified.  As used in this Agreement,
the term "Operative Documents" means this Agreement, the
Indenture, the Securities and the Registration Rights
Agreement.

          To the extent there are no additional parties
listed on Schedule I other than you, the term
Representatives as used herein shall mean you as the Initial
Purchasers, and the terms Representatives and Initial
Purchasers shall mean either the singular or plural as the
context requires.  The use of the neuter in this Agreement
shall include the feminine and masculine wherever
appropriate.

          The sale of the Securities to the Initial
Purchasers will be made without registration of the
Securities under the 1933 Act, in reliance upon exemptions
from the registration requirements of the 1933 Act.

          In connection with the sale of the Securities, the
Company has prepared a preliminary offering memorandum,
dated October 6, 2003 (as amended or supplemented at the
date hereof, including any and all exhibits thereto and any
information incorporated by reference therein, the
"Preliminary Memorandum"), and a final offering memorandum,
dated October 7, 2003 (as amended or supplemented at the
date hereof, including any and all exhibits thereto and any
information incorporated by reference therein, the "Final
Memorandum").  Each of the Preliminary Memorandum and the
Final Memorandum sets forth certain information concerning
the Company and the Securities.  The Company hereby confirms
that it has authorized the use of the Preliminary Memorandum
and the Final Memorandum, and any amendment or supplement
thereto, in connection with the offer and sale of the
Securities by the Initial Purchasers.  Unless otherwise
stated to the contrary, any references herein to the terms
"amend," "amendment" or "supplement" with respect to the
Final Memorandum shall be deemed to refer to and include any
information filed under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), subsequent to the date hereof
which is incorporated by reference therein.

       SECTION 1.     Representations and Warranties.  The Company
represents and warrants to, and agrees with, each Initial
Purchaser as of the date hereof, as of the Closing Time (as
defined below) and as of each Date of Delivery (as defined
below), if any, as follows:

(a)  The Preliminary Memorandum, at the date thereof, did not
contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.  At the date hereof and at the Closing Time (and, if
any Option Securities are purchased, at the Date of Delivery),
the Final Memorandum did not, and will not (and any amendment or
supplement thereto, at the date thereof, at the Closing Time and
at each Date of Delivery, if any, will not), contain any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided, however, that the Company makes no representation or
warranty as to the information contained in or omitted from the
Preliminary Memorandum or the Final Memorandum, or any amendment
or supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf
of the Initial Purchasers through the Representatives
specifically for inclusion therein.

(b)  Neither the Company, nor any of its Affiliates, as such term
is defined in Rule 501(b) of Regulation D under the 1933 Act (an
"Affiliate"), nor any person acting on its or their behalf has,
directly or indirectly, made offers or sales of any security, or
solicited offers to buy any security, which is or will be
integrated with the sale of the Securities under circumstances
that would require the registration of the Securities under the
1933 Act or the qualification of the Indenture under the Trust
Indenture Act of 1939 (the "1939 Act").

(c)  Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf has engaged in any form of
general solicitation or general advertising (within the meaning
of Regulation D) in connection with any offer or sale of the
Securities in the United States.

(d)  The Securities satisfy the eligibility requirements of Rule
144A(d)(3) under the 1933 Act.

(e)  The Company is subject to and in full compliance with the
reporting requirements of Section 13 or Section 15(d) of the 1934
Act.

(f)  The Company has not paid or agreed to pay to any person any
compensation for soliciting another to purchase any securities of
the Company (except with respect to commercial paper, ordinary
course bank borrowings and with respect to the Company's 7.25%
Senior Notes due 2013 and as contemplated by this Agreement).

(g)  The Company has not taken, directly or indirectly, any
action designed to cause or which has constituted or which might
reasonably be expected to cause or result, under the 1934 Act or
otherwise, in the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of
the Securities.

(h)  The information provided by the Company pursuant to Section
4(h) hereof will not, at the date thereof, contain any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(i)  The documents incorporated or deemed to be incorporated by
reference in the Final Memorandum, at the time they were or
hereafter are filed with the Securities and Exchange Commission
(the "Commission"), complied and will comply in all material
respects with the requirements of the 1934 Act and the rules and
regulations of the Commission thereunder, and, when read together
with the other information in the Final Memorandum, at the time
the Final Memorandum was issued and at the Closing Time (and, if
any Option Securities are purchased, at the Date of Delivery),
did not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading.

(j)  The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of New Jersey with full corporate power and authority to
own or lease, as the case may be, and to operate its properties
and to conduct its business as described in the Final Memorandum,
and is duly qualified to do business as a foreign corporation and
is in good standing in each jurisdiction which requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material
adverse effect on the condition (financial or other), business,
properties, net worth or results of operations of the Company and
its subsidiaries taken as a whole (a "Material Adverse Effect");
each "significant subsidiary" of the Company, as such term is
defined in Rule 1-02 of Regulation S-X promulgated under the 1933
Act (each, a "Significant Subsidiary"), has been duly organized
and is validly existing as a corporation or limited liability
company in good standing under the laws of the jurisdiction in
which it was chartered or organized with full power and authority
(corporate or other) to own or lease, as the case may be, and to
operate its properties and to conduct its business as described
in the Final Memorandum, and is duly qualified to do business as
a foreign corporation and is in good standing in each
jurisdiction which requires such qualification, except to the
extent that the failure to be so qualified or be in good standing
would not have a Material Adverse Effect.

(k)  The Company's authorized equity capitalization is as set
forth in the Final Memorandum, and the capital stock of the
Company conforms in all material respects to the description
thereof contained in the Final Memorandum; the outstanding shares
of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable; all
the outstanding shares of capital stock or other interests of the
Significant Subsidiaries held by the Company, directly or
indirectly through other subsidiaries, have been duly and validly
authorized and issued and, if applicable, are fully paid and non-
assessable, and are owned of record by the Company or a
subsidiary free and clear of any security interest, claim, lien
or encumbrance.

(l)  This Agreement has been duly authorized, executed and
delivered by the Company.

(m)  The Indenture has been duly authorized by the Company and,
assuming due authorization, execution and delivery thereof by the
Trustee, when executed and delivered by the Company, will
constitute a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited by

     (i) bankruptcy, insolvency, reorganization, moratorium,
     fraudulent conveyance or other similar laws now or hereafter in
     effect relating to creditors' rights generally and (ii) general
     principles of equity (regardless of whether enforceability is
     considered in a proceeding at law or in equity), and will conform
     in all material respects to the description thereof in the Final
     Memorandum.

(n)  The Registration Rights Agreement has been duly authorized
by the Company and, when executed and delivered by the Company
and the Initial Purchasers, will constitute a legal, valid and
binding obligation of the Company, enforceable against the
Company in accordance with its terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other
similar laws now or hereafter in effect relating to creditors'
rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a
proceeding at law or in equity) and except as the indemnification
or contribution obligations thereunder may be limited under
applicable laws.

(o)  The Securities have been duly authorized by the Company and,
when executed and authenticated in accordance with the provisions
of the Indenture and delivered and paid for by the Initial
Purchasers, will have been duly executed and delivered by the
Company and will constitute legal, valid and binding obligations
of the Company, enforceable against the Company in accordance
with their terms, except to the extent that enforcement thereof
may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally and
(ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity), and will conform in all material respects to the
description thereof in the Final Memorandum; and the Securities
will be in the form contemplated by the Indenture and each
registered holder thereof will be entitled to the benefits of the
Indenture and the Registration Rights Agreement.

(p)  Upon issuance and delivery of the Securities in accordance
with this Agreement and the Indenture, the Securities will be
convertible at the option of the holder thereof into shares of
Common Stock in accordance with the terms of the Securities and
the Indenture.  The shares of Common Stock issuable upon such
conversion of the Securities have been duly authorized and
reserved for issuance upon such conversion by all necessary
corporate action and such shares, when issued upon such
conversion in accordance with the terms of the Securities and the
Indenture, will be validly issued, fully paid and non-assessable.
No holder of Common Stock will be subject to personal liability
by reason of being such a holder, and the issuance of such shares
upon such conversion or purchases will not be subject to the
preemptive or other similar rights of any security holder of the
Company.

(q)  None of the Company and its subsidiaries is or, after giving
effect to the offering and sale of the Securities and the
application of the proceeds thereof as described in the Final
Memorandum, will be an "investment company" as defined in the
Investment Company Act of 1940, as amended.

(r)  No consent, approval, authorization, filing with or order of
any court or governmental agency or body is required in
connection with the transactions contemplated herein or in the
other Operative Documents, except such as may be required under
the blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the Initial
Purchasers in the manner contemplated herein and in the Final
Memorandum and except as may be required under the 1933 Act or
the 1939 Act in connection with the transactions contemplated by
the Registration Rights Agreement.

(s)  None of the issuance and sale of the Securities pursuant
hereto, the issuance and sale of the shares of Common Stock
issuable upon the conversion of the Securities, the execution and
delivery by the Company of, and performance by the Company of its
obligations under, the Operative Documents and the consummation
of the transactions contemplated herein and in the Final
Memorandum (including the use of the proceeds from the sale of
the Securities as described in the Final Memorandum under the
caption "Use of Proceeds"), will conflict with, result in a
breach or violation of or constitute a default under or
imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any of its subsidiaries pursuant to
(i) the charter or by-laws (or other similar documents) of the
Company or any subsidiary, (ii) the terms of any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or
instrument to which the Company or any subsidiary is a party or
is bound or to which their property is subject, or (iii) any
statute, law, rule, regulation, judgment, order or decree
applicable to the Company or any subsidiary of any court,
regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the
Company or any subsidiary or any of their properties, except in
the cases of clauses (ii) and (iii) above for any such conflict,
breach, violation or default that would not reasonably be
expected to have a Material Adverse Effect.

(t)  Neither the Company nor any subsidiary is in violation or
default of (i) any provision of its charter or bylaws (or other
similar document), (ii) the terms of any indenture, contract,
lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to
which it is a party or bound or to which its property is subject,
or (iii) any statute, law, rule, regulation, judgment, order or
decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary or any of its
properties, as applicable, except in the cases of clauses (ii)
and (iii) above for any such violation or default that would not
result in a Material Adverse Effect.

(u)  No holders of securities of the Company have rights to the
registration of such securities under the Shelf Registration
Statement (as defined in the Registration Rights Agreement) or
otherwise.

(v)  No action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries or its or their
property is pending or, to the best knowledge of the Company,
threatened that (i) could reasonably be expected to have a
Material Adverse Effect on the performance of this Agreement, the
Indenture or the Registration Rights Agreement, or the
consummation of any of the transactions contemplated hereby or
thereby; or (ii) could reasonably be expected to have a Material
Adverse Effect, except as set forth in or contemplated in the
Final Memorandum (exclusive of any amendment or supplement
thereto).

(w)  The consolidated financial statements and schedules of the
Company and its consolidated subsidiaries included in the Final
Memorandum present fairly in all material respects the financial
condition, results of operations and cash flows of the Company as
of the dates and for the periods indicated, comply as to form
with the applicable accounting requirements of the 1933 Act and
have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout
the periods involved (except as otherwise noted therein); the
summary financial data set forth under the caption "Summary
Consolidated Financial Information" in the Final Memorandum
fairly present in all material respects, on the basis stated in
the Final Memorandum, the information included therein.

(x)  PricewaterhouseCoopers, LLP, who have certified certain
financial statements of the Company and its consolidated
subsidiaries and delivered their report with respect to the
audited consolidated financial statements and schedule
incorporated by reference in the Final Memorandum, are
independent public accountants with respect to the Company within
the meaning of the 1933 Act and the rules and regulations of the
Commission thereunder.

(y)  No Significant Subsidiary of the Company is currently
prohibited, directly or indirectly, from paying any dividends to
the Company, from making any other distribution on such
Significant Subsidiary's capital stock, from repaying to the
Company any loans or advances to such Significant Subsidiary from
the Company or from transferring any of such Significant
Subsidiary's property or assets to the Company or any other
subsidiary of the Company, except as described in or contemplated
by the Final Memorandum (exclusive of any amendment or supplement
thereto).

(z)  The Company and each of its Significant Subsidiaries has
fulfilled its obligations, if any, under the minimum funding
standards of Section 302 and the regulations and published
interpretations thereunder of the United States Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
with respect to each "pension plan" (as defined in Section 3(2)
of ERISA and such regulations and published interpretations) in
which employees of the Company and its Significant Subsidiaries
are eligible to participate and, except as described in the Final
Memorandum, each such plan is in compliance in all material
respects with the presently applicable provisions of ERISA and
such regulations and published interpretations; the Company and
its Significant  Subsidiaries have not incurred any unpaid
liability to the Pension Benefit Guaranty Corporation (other than
for the payment of premiums in the ordinary course) or to any
such plan under Title IV of ERISA.

(aa) There is and has been no failure on the part of the Company
or any of the Company's directors or officers, in their
capacities as such, to comply with the provisions of the Sarbanes-
Oxley Act of 2002 and the Company is in compliance in all
material respects with all applicable provisions of the Sarbanes-
Oxley Act of 2002.

        SECTION 2.     Sale and Delivery to Initial Purchasers; Closing.

(a)  Firm Securities.  On the basis of the representations and
warranties herein contained and subject to the terms and
conditions herein set forth, the Company agrees to sell to each
Initial Purchaser, severally and not jointly, and each Initial
Purchaser, severally and not jointly, agrees to purchase from the
Company, the principal amount of Securities set forth in Schedule
I opposite the name of such Initial Purchaser, plus any
additional principal amount of Securities which such Initial
Purchaser may become obligated to purchase pursuant to the
provisions of Section 8 hereof, at a purchase price equal to
97.50% of the principal amount of the Firm Securities, plus,
accrued interest, if any, from October 10, 2003 to the Closing
Time.

(b)  Option Securities.  In addition, on the basis of the
representations and warranties herein contained and subject to
the terms and conditions herein set forth, the Company hereby
grants an option to the Initial Purchasers, severally and not
jointly, to purchase the Option Securities at the same purchase
price as the Initial Purchasers are to pay for the Firm
Securities, plus accrued interest, if any, from October 10, 2003
to the Date of Delivery.  The option hereby granted will expire
30 days after the date hereof and may be exercised in whole or in
part from time to time upon notice by the Representatives to the
Company setting forth the amount of Option Securities as to which
the several Initial Purchasers are then exercising the option and
the time and date of payment and delivery for such Option
Securities.  Any such time and date of delivery (a "Date of
Delivery") shall be determined by the Representatives, but shall
not be later than seven full business days after the exercise of
said option, nor in any event prior to the Closing Time.  If the
option is exercised as to all or any portion of the Option
Securities, each of the Initial Purchasers, acting severally and
not jointly, will purchase that proportion of the total amount of
Option Securities then being purchased which the principal amount
of Firm Securities set forth in Schedule I opposite the name of
such Initial Purchaser bears to the total principal amount of
Firm Securities, subject in each case to such adjustments as the
Representatives in their discretion shall make to eliminate any
sales or purchases of fractional securities.

(c)  Payment.  Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the offices of
Sidley Austin Brown & Wood llp, 787 Seventh Avenue, New York, NY
10019, or at such other place as shall be agreed upon by the
Representatives and the Company, at 9:00 a.m. (Eastern time) on
the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern
time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of Section
8), or such other time not later than ten business days after
such date as shall be agreed upon by the Representatives and the
Company (such time and date of payment and delivery being herein
called "Closing Time").
               In addition, in the event that any or all of
     the Option Securities are purchased by the Initial
     Purchasers, payment of the purchase price for, and
     delivery of certificates for, such Option Securities
     shall be made at the above-mentioned offices, or at
     such other place as shall be agreed upon by the
     Representatives and the Company, on each Date of
     Delivery as specified in the notice from the
     Representatives to the Company.

               Payment shall be made to the Company by wire
     transfer of immediately available funds to a bank
     account designated by the Company, against delivery to
     the Representatives for the respective accounts of the
     Initial Purchasers of certificates for the Securities
     to be purchased by them.  Delivery of the Securities
     shall be made through the facilities of The Depository
     Trust Company ("DTC") unless the Representatives shall
     otherwise instruct.

(d)  Denominations; Registration.  Certificates for the
Securities shall be in global form and shall be in such
denominations ($1,000 or integral multiples thereof) and
registered in such names as the Representatives may request in
writing at least one full business day before the Closing Time or
the relevant Date of Delivery, as the case may be.  The global
certificates for the Firm Securities and the Option Securities,
if any, will be made available for examination and packaging by
the Representatives in The City of New York not later than 10:00
a.m. (Eastern time) on the business day prior to the Closing Time
or the relevant Date of Delivery, as the case may be.

          SECTION 3.     Offering by Initial Purchasers.  Each Initial
Purchaser, severally and not jointly, represents and warrants to
and agrees with the Company that:

(a)  Such Initial Purchaser is a qualified institutional buyer
(as defined in Rule 144A under the 1933 Act)(a "QIB") with such
knowledge and experience in financial and business matters as is
necessary in order to evaluate the merits and risks of and
investment in the Securities.

(b)  It has not offered or sold, and will not offer or sell, any
Securities except to those it reasonably believes to be QIBs and
that, in connection with each such sale, it has taken or will
take reasonable steps to ensure that the purchaser of such
Securities is aware that such sale is being made in reliance on
Rule 144A.

(c)  Neither it nor any person acting on its behalf has made or
will make offers or sales of the Securities in the United States
by means of any form of general solicitation or general
advertising (within the meaning of Regulation D) in the United
States.

        SECTION 4.     Agreements.  The Company agrees with each Initial
Purchaser that:

(a)  The Company will furnish to each Initial Purchaser and to
Sidley Austin Brown & Wood llp, counsel for the Initial
Purchasers, without charge, during the period referred to in
paragraph (c) below, as many copies of the Final Memorandum and
any amendments and supplements thereto as they may reasonably
request.

(b)  Prior to the completion of the distribution of the
Securities by the Initial Purchasers, the Company will not amend
or supplement the Final Memorandum unless the Company has
furnished to the Representatives a copy of such proposed
amendment or supplement for their review and will not effect any
such proposed amendment or supplement to which the
Representatives may reasonably object.  The Company will promptly
advise the Representatives when any document filed under the 1934
Act that is incorporated by reference in the Final Memorandum
shall have been filed with the Commission.

(c)  If at any time prior to the completion of the sale of the
Securities by the Initial Purchasers (as determined by the
Representatives), any event occurs as a result of which the Final
Memorandum, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or
if it should be necessary to amend or supplement the Final
Memorandum to comply with applicable law, the Company promptly
(i) will notify the Representatives of any such event; (ii)
subject to the requirements of paragraph (b) of this Section 4,
will prepare an amendment or supplement that will correct such
statement or omission or effect such compliance; and (iii) will
supply any supplemented or amended Final Memorandum to the
several Initial Purchasers and counsel for the Initial Purchasers
without charge in such quantities as they may reasonably request.

(d)  The Company will arrange, if necessary, for the
qualification of the Securities for sale by the Initial
Purchasers under the laws of such jurisdictions as the Initial
Purchasers may designate and will maintain such qualifications in
effect so long as required for the sale of the Securities;
provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so
qualified or to take any action that would subject it to service
of process in suits, other than those arising out of the offering
or sale of the Securities, in any jurisdiction where it is not
now so subject.  The Company will promptly advise the
Representatives of the receipt by the Company of any notification
with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.

(e)  During a period of two years after the latest date of
original issuance of the Securities, the Company will not, and
will not permit any of its Affiliates to, resell any Securities
that have been acquired by any of them; provided that after the
expiration of such two-year period, any Affiliate reselling
Securities that have been acquired by it shall comply with Rule
144 under the 1933 Act in connection with such sale.

(f)  Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf will, directly or
indirectly, make offers or sales of any security that would be
integrated with the sale of the Securities to the Initial
Purchasers in a manner that would require the registration of any
such sale of the Securities under the 1933 Act.

(g)  Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf will engage in any form of
general solicitation or general advertising (within the meaning
of Regulation D) in connection with any offer or sale of the
Securities in the United States.

(h)  So long as any of the Securities are "restricted securities"
within the meaning of Rule 144(a)(3) under the 1933 Act, the
Company will, during any period in which it is not subject to and
in compliance with Section 13 or 15(d) of the 1934 Act, provide
to each holder of such restricted securities and to each
prospective purchaser (as designated by such holder) of such
restricted securities, upon the request of such holder or
prospective purchaser, any information required to be provided by
Rule 144A(d)(4) under the 1933 Act.  This covenant is intended to
be for the benefit of the holders, and the prospective purchasers
designated by such holders, from time to time of such restricted
securities.

(i)  The Company will cooperate with the Representatives and use
its best efforts to permit the Securities to be eligible for
clearance and settlement through DTC.

(j)  During the period of ninety (90) days from the date of this
Agreement, the Company will not, without the prior written
consent of the Representatives, (A) directly or indirectly,
offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
grant any option for the sale of, or otherwise transfer or
dispose of, any shares of Common Stock or any security
convertible into or exercisable or exchangeable for or repayable
with shares of Common Stock; or (B) directly or indirectly, enter
into any swap or any other agreement or any transaction that
transfers, in whole or in part, the economic equivalent of
ownership of any shares of Common Stock, any security convertible
into or exercisable or exchangeable for or repayable with shares
of Common Stock whether any such swap or transaction is to be
settled by delivery of Securities, shares of Common Stock or
other securities, in case or otherwise.  The foregoing sentence
shall not affect the ability of the Company to take any action in
connection with:  (i) the issuance and sale of the Securities;
(ii) the issuance of shares of Common Stock upon the conversion
of the Securities; (iii) the issuance of shares of Common Stock
or securities convertible or exchangeable for Common Stock upon
the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof; or (iv) the issuance of
shares of Common Stock or securities convertible into or
exchangeable for shares of Common Stock under the Company's
employee or director compensation plans or shareholder investment
plans in place on the date hereof.

(k)  The Company will not take, directly or indirectly, any
action designed to or which has constituted or which might
reasonably be expected to cause or result, under the 1934 Act or
otherwise, in stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the
Securities.

(l)  In connection with the offering, until the completion of the
sale of the Securities by the Initial Purchasers, neither the
Company nor any of its Affiliates has or will, either alone or
with one or more persons, bid for or purchase for any account in
which it or any of its Affiliates has a beneficial interest, any
Securities or attempt to induce any person to purchase any
Securities; and neither it nor any of its Affiliates will make
bids or purchases for the purpose of creating actual or apparent
active trading in, or of raising the price of, the Securities.

(m)  The Company shall take all reasonable action necessary to
enable Standard & Poor's Rating Services, a division of McGraw
Hill, Inc., and Moody's Investors Service, Inc. to provide their
respective credit ratings of the Securities.

(n)  The Company agrees to pay the costs and expenses relating to
the following matters:  (i) the fees of the Trustee; (ii) the
preparation, printing or reproduction of the Preliminary
Memorandum and Final Memorandum and each amendment or supplement
to either of them; (iii) the printing or reproduction and
delivery (including postage, air freight charges and charges for
counting and packaging) of such copies of the Preliminary
Memorandum and Final Memorandum, and all amendments or
supplements to either of them, as may, in each case, be
reasonably requested for use in connection with the offering and
sale of the Securities; (iv) the preparation, printing,
authentication, issuance and delivery of certificates for the
Securities, including any stamp or transfer taxes in connection
with the original issuance and sale of the Securities; (v) the
printing or reproduction and delivery of the Operative Documents,
any blue sky memorandum and all other agreements or documents
printed or reproduced and delivered in connection with the
offering of the Securities; (vi) any registration or
qualification of the Securities for offer and sale under the
securities or blue sky laws of the several states (including
filing fees and the reasonable fees and expenses of counsel for
the Initial Purchasers relating to such registration and
qualification); (vii)  the transportation and other expenses
incurred by or on behalf of Company representatives in connection
with presentations to prospective purchasers of the Securities;
(viii) the fees and expenses of the Company's accountants and the
fees and expenses of counsel (including local and special
counsel) for the Company; (ix) any fees payable to rating
agencies in connection with the rating of the Securities; and (x)
all other costs and expenses incident to the performance by the
Company of its obligations hereunder.

(o)  The Company will reserve and keep available at all times,
free of preemptive or other similar rights and liens and adverse
claims, sufficient shares of Common Stock to satisfy its
obligations to issue shares of Common Stock upon conversion of
the Securities.

        SECTION 5.     Conditions to the Obligations of the Initial
Purchasers.  The obligations of the Initial Purchasers to
purchase the Firm Securities and the Option Securities, as the
case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, at the Closing Time and
on any Date of Delivery pursuant to Section 2 hereof, to the
accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to
the following additional conditions:

(a)  Since the time of execution of this Agreement, there shall
not have been any decrease in the rating of any of the Company's
debt securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the
1933 Act) or any additional notice given of any intended or
potential decrease in any such rating or of a possible change in
any such rating that does not indicate the direction of the
possible change.

(b)  The Company shall have requested and caused Gary P. Van
Graafeiland, Esq., Senior Vice President and General Counsel of
the Company, to have furnished to the Representatives his
opinion, dated the Closing Time and addressed to the Initial
Purchasers, to the effect that:

(i)  the Company and each of its subsidiaries has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation
and is duly qualified to conduct business and is in good standing
in each jurisdiction or place where the nature of its properties
or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify
does not have a Material Adverse Effect;

(ii) except as set forth in the Final Memorandum, the Company has
full corporate power and authority, and all necessary
governmental authorizations, approvals, orders, licenses,
certificates, franchises and permits of and from all governmental
regulatory officials and bodies (except where the failure so to
have any such authorizations, approvals, orders, licenses,
certificates, franchises or permits, individually or in the
aggregate, would not have a Material Adverse Effect), to own its
properties and to conduct its business as now being conducted, as
described in the Final Memorandum;

(iii)     other than as described or contemplated in the
documents incorporated by reference in the Final Memorandum,
there are no legal or governmental proceedings pending or
threatened against the Company or any of its subsidiaries, or to
which the Company or any of its subsidiaries, or any of their
property, is subject, that are not so described as required;

(iv) there are no agreements, contracts, indentures, leases or
other instruments that are required to be described in the
documents incorporated by reference in the Final Memorandum that
are not so described as required;

(v)  neither the Company nor any of its subsidiaries is in
violation in any material respect of any applicable law,
ordinance, administrative or governmental rule or regulation, or
of any decree of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries;

(vi) there is no holder of any security of the Company who has
the right to require registration under the 1933 Act of any
shares of common stock or other securities of the Company under
the Shelf Registration Statement or otherwise;

(vii)     the Company has the corporate power and authority
necessary to execute and deliver the Operative Documents;

(viii)    this Agreement and the Registration Rights Agreement
have been duly and validly authorized, executed and delivered by
the Company, and each such agreement constitutes the valid and
binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as rights to
indemnity and contribution hereunder and thereunder may be
limited by public policy considerations;

(ix) the Indenture has been duly and validly authorized, executed
and delivered by the Company and constitutes the legal, valid and
binding obligation of the Company, enforceable against the
Company in accordance with its terms;

(x)  the Securities are in the form contemplated by the Indenture
and have been duly and validly authorized by all necessary action
for issuance and sale, the terms of the Securities have been duly
established in accordance with the Indenture and this Agreement
in a manner that does not violate any applicable law or agreement
or instrument then binding on the Company, and the Securities
have been duly executed and, when authenticated as specified in
the Indenture and delivered against payment therefor in
accordance with this Agreement, will be legal, valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the
Indenture;

(xi) all the outstanding shares of capital stock of the Company
have been duly and validly authorized and issued and are fully
paid and nonassessable; the shares of Common Stock issuable upon
conversion of the Securities have been duly authorized and
reserved for issuance by the Company and, when issued and
delivered by the Company upon conversion of the Securities in
accordance with the terms of the Securities and the Indenture,
will be validly issued, fully paid and non-assessable; and the
holders of outstanding shares of capital stock of the Company are
not entitled to preemptive or other rights to subscribe for the
Securities pursuant to the Company's certificate of incorporation
or the New Jersey Business Corporation Act;

(xii)     the Company's authorized equity capitalization is as
set forth in the Final Memorandum; the capital stock of the
Company conforms in all material respects to the description
thereof contained in the Final Memorandum;

(xiii)    none of the offer, issuance, sale and delivery of the
Securities pursuant hereto, the offer, issuance, sale and
delivery of the shares of Common Stock issuable upon the
conversion of the Securities, the execution, delivery and
performance by the Company of the Operative Documents, compliance
by the Company with the provisions hereof or thereof, incurrence
by the Company of the obligations herein or therein contemplated,
and consummation by the Company of the transactions contemplated
hereby or thereby or in the Final Memorandum (including the use
of the proceeds from the sale of the Securities as described in
the Final Memorandum under the caption "Use of Proceeds")
conflicts or will conflict with or constitutes or will constitute
a breach of, or a default under, the certificate of
incorporation, by-laws or other charter documents of the Company
or any material agreement, indenture, lease or other instrument
known to such counsel to which the Company is a party or by which
it or any of its property is bound, nor will any such action
result in any violation of any existing law, regulation, ruling
(assuming compliance with all applicable state securities laws),
judgment, injunction, order, decree or regulation known to such
counsel to be applicable to the Company or any of its properties;

(xiv)     assuming (A) the accuracy of the representations and
warranties of the Company and the Initial Purchasers and
compliance by the Company and the Initial Purchasers with the
agreements contained herein and (B) the compliance by the Initial
Purchasers with the offering and transfer procedures and
restrictions described in the Final Memorandum, no registration
of the Securities under the 1933 Act, and no qualification of the
Indenture under the 1939 Act, is required for the offer and sale
by the Initial Purchasers of the Securities in the manner
contemplated by this Agreement;

(xv) no consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body,
administrative agency or other governmental body, agency or
official is required to be made or obtained by the Company
pursuant to the New Jersey Business Corporation Act or the laws,
rules or regulations of the State of New York or of the United
States of America in connection with the transactions
contemplated herein and in the other Operative Documents, except
such as will be required under the 1933 Act and the 1939 Act in
connection with the Company's obligations pursuant to the
Registration Rights Agreement and such as may be required under
state securities laws governing the purchase and distribution of
the Securities;

(xvi)     the statements in the Final Memorandum and in the
documents incorporated by reference therein, insofar as they are
descriptions of contracts, agreements or other legal documents,
or refer to statements of law or legal conclusions, constitute
fair summaries thereof;

(xvii)    such counsel is not aware of anything that has caused
such counsel to believe that the Final Memorandum, at the date
thereof, or any amendment thereto or supplement thereof, or the
documents incorporated by reference therein, as of each of their
respective dates, and in each case as of the Closing Time and as
of any Date of Delivery, contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no
opinion with respect to the financial statements and the notes
thereto and the schedules and other financial and statistical
data included in the Final Memorandum or included in the
documents incorporated by reference therein);

(xviii)   the documents incorporated by reference in the Final
Memorandum (except that no opinion need be expressed as to the
financial statements and the notes thereto and the schedules and
other financial and statistical data contained therein) comply as
to form in all material respects with the applicable requirements
of the 1934 Act;

(xix)     such counsel is not aware of any contracts or other
documents which are required to be filed by the 1934 Act or the
rules and regulations of the Commission thereunder as exhibits to
any document incorporated by reference in the Final Memorandum,
which have not been filed as exhibits to such document or
incorporated therein by reference as permitted by the 1934 Act or
the rules and regulations of the Commission thereunder; and

(xx) the Company is not and, after giving effect to the issue and
sale of the Securities, will not be, an "investment company" as
such term is defined in the Investment Company Act of 1940, as
amended.
          The opinions set forth in paragraphs (viii), (ix)
and (x) above may be given subject to the effects of
bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally and to general
equitable principles, including an implied covenant of good
faith and fair dealing (regardless of whether enforceability
is considered in a proceeding in equity or at law).

          The opinion shall be rendered as of the Closing
Time and may state that it shall be rendered solely for the
benefit of the Initial Purchasers, and may not be relied
upon by any other person without such counsel's prior
written consent.

          In rendering such opinion, such counsel may rely
(A) as to matters involving the application of laws of any
jurisdiction other than the State of New York or the United
States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing
believed to be reliable and who are satisfactory to counsel
for the Initial Purchasers; and (B) as to matters of fact,
to the extent deemed proper, on certificates of responsible
officers of the Company and public officials.

(c)  The Representatives shall have received from Sidley Austin
Brown & Wood llp, counsel for the Initial Purchasers, such
opinion or opinions, dated the Closing Time and addressed to the
Representatives, with respect to the issuance and sale of the
Securities, the Final Memorandum (together with any supplement
thereto), the Operative Documents and other related matters as
the Representatives may reasonably require, and the Company shall
have furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters.

(d)  The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board,
its President or any Vice President and the Controller, Treasurer
or the principal financial or accounting officer of the Company,
dated the Closing Time, stating that:

(i)  the representations, warranties and agreements of the
Company in this Agreement are true and correct on and as of the
Closing Time; the Company has complied with all its agreements
contained herein; and all conditions on its part to be performed
or satisfied as a condition to the obligation of the Initial
Purchasers to market the Securities set forth in this Agreement
have been fulfilled; and

(ii) they have examined the Final Memorandum and, to their
knowledge, (A) the Final Memorandum does not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, and (B) since the date of the
most recent financial statements included or incorporated by
reference in the Final Memorandum, there has been no material
adverse change in the condition (financial or otherwise),
business, properties, net worth or earnings of the Company and
its subsidiaries taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set
forth or contemplated in the Final Memorandum.

(e)  The Company shall have requested and caused
PricewaterhouseCoopers, LLP to have furnished to the
Representatives, at the date hereof and at the Closing Time,
letters, dated respectively as of the date hereof and as of the
Closing Time, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of
such letters for each of the other Initial Purchasers containing
statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to
the financial statements and certain financial information
contained in the Final Memorandum and the documents incorporated
by reference therein.

(f)  The Securities shall be eligible for clearance and
settlement through DTC.

(g)  Prior to the Closing Time, the Company shall have furnished
to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.

(h)  Conditions to Purchase of Option Securities.  In the event
that the Initial Purchasers exercise their option provided in
Section 2(b) hereof to purchase all or any portion of the Option
Securities, the representations and warranties of the Company
contained herein and the statements in any certificate furnished
by the Company or any subsidiary of the Company hereunder shall
be true and correct as of each Date of Delivery and, at the
relevant Date of Delivery, the Representatives shall have
received:

(i)  A certificate, dated such Date of Delivery, signed by the
Chairman of the Board, its President or any Vice President and
the Controller, Treasurer or the principal financial or
accounting officer of the Company confirming that the certificate
delivered at Closing Time pursuant to Section 5(d) hereof remains
true and correct as of such Date of Delivery.

(ii) The opinion of Gary P. Van Graafeiland, Esq., Senior Vice
President and General Counsel of the Company, in form and
substance satisfactory to counsel for the Initial Purchasers,
dated such Date of Delivery, relating to the Option Securities to
be purchased on such Date of Delivery and otherwise to the same
effect as the opinion required by Section 5(b) hereof.

(iii)     The opinion of Sidley Austin Brown & Wood llp, counsel
for the Initial Purchasers, dated such Date of Delivery, relating
to the Option Securities to be purchased on such Date of Delivery
and otherwise to the same effect as the opinion required by
Section 5(c) hereof.

(iv) A letter from PricewaterhouseCoopers, LLP, in form and
substance satisfactory to the Representatives and dated such Date
of Delivery, substantially in the same form and substance as the
letter furnished to the Representatives pursuant to Section 5(f)
hereof, except that the "specified date" in the letter furnished
pursuant to this paragraph shall be a date not more than five
days prior to such Date of Delivery.
          If any of the conditions specified in this Section
5 shall not have been fulfilled in all material respects
when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the
Representatives and counsel for the Initial Purchasers, this
Agreement and all obligations of the Initial Purchasers
hereunder may be canceled at, or at any time prior to, the
Closing Time by the Representatives.  Notice of such
cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.

        SECTION 6.     Reimbursement of Initial Purchasers' Expenses.  If
this Agreement shall be terminated by the Initial Purchasers or
any of them, because of any failure or refusal on the part of the
Company to comply with the terms or to fulfill any of the
conditions of this Agreement or if for any reason the Company
shall be unable to perform its obligations under this Agreement,
the Company will reimburse the Initial Purchasers or such Initial
Purchasers as have so terminated this Agreement, with respect to
themselves, severally, for all out-of-pocket expenses (including
the reasonable fees and disbursements of their counsel)
reasonably incurred by such Initial Purchasers in connection with
the Securities.

        SECTION 7.     Indemnification and Contribution.

(a)  The Company shall indemnify and hold harmless each Initial
Purchaser, and each of its directors and officers, and each
person, if any, who controls such Initial Purchaser within the
meaning of the 1933 Act or the 1934 Act from and against any
loss, claim, damage or liability, joint or several, and any
action in respect thereof, to which such Initial Purchaser or any
such director, officer or controlling person may become subject,
under the 1933 Act, the 1934 Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar
as such loss, claim, damage, liability or action arises out of,
or is based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Final Memorandum
(as amended or supplemented), or arises out of, or is based upon,
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse each Initial
Purchaser or any such director, officer or controlling person for
any legal and other expenses (including reasonable fees and
disbursements of counsel) reasonably incurred by such Initial
Purchaser, director, officer or controlling person in
investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action, including any
amounts paid in settlement of any litigation, investigation or
proceeding; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or
alleged omission made in the Final Memorandum (as amended or
supplemented) in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any
Initial Purchaser through the Representatives specifically for
inclusion therein; provided, further, that as to the Preliminary
Memorandum, this indemnity agreement shall not inure to the
benefit of any Initial Purchaser on account of any loss, claim,
damage, liability or action arising from the sale of Securities
to any person by that Initial Purchaser if that Initial Purchaser
failed to send or give a copy of the Final Memorandum, as the
same may be amended or supplemented, to that person within the
time required by the Securities Act, and the untrue statement or
alleged untrue statement of a material fact or omission or
alleged omission to state a material fact in such Preliminary
Memorandum was corrected in the Final Memorandum, unless such
failure resulted from non-compliance by the Company with Section
4.  The foregoing indemnity agreement is in addition to any
liability which the Company may otherwise have to any Initial
Purchaser, director, officer or controlling person.

(b)  Each Initial Purchaser shall indemnify and hold harmless the
Company, each of its directors and officers and any person who
controls the Company within the meaning of the 1933 Act or the
1934 Act from and against any loss, claim, damage or liability,
joint or several, and any action in respect thereof, to which the
Company or any such director, officer or controlling person may
become subject, under the 1933 Act, the 1934 Act or other federal
or state statutory law or regulation, at common law or otherwise,
insofar as such loss, claim, damage, liability or action arises
out of, or is based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Final Memorandum
(as amended or supplemented), or arises out of, or is based upon,
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of
any Initial Purchaser through the Representatives specifically
for inclusion therein, and shall reimburse the Company or any
such director, officer or controlling person for any legal and
other expenses reasonably incurred by such indemnified party in
investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action.  The foregoing
indemnity agreement is in addition to any liability which any
Initial Purchaser may otherwise have to the Company or any of its
directors, officers or controlling persons.  The Company
acknowledges that the statements set forth in the last paragraph
of the cover page and the third paragraph, the fourth sentence of
the eighth paragraph, and the ninth and tenth paragraphs under
the heading "Plan of Distribution" in the Final Memorandum
constitute the only information furnished in writing by or on
behalf of the Initial Purchasers for inclusion in the documents
referred to in the foregoing indemnity.

(c)  Promptly after receipt by an indemnified party under this
Section 7 of notice of any claim or the commencement of any
action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the claim
or the commencement of that action; provided, however, that the
failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party
otherwise than under this Section 7.  If any such claim or action
shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party
shall be entitled to participate therein, and, to the extent that
it wishes, jointly with any other singularly notified
indemnifying party, to assume the defense thereof with counsel
satisfactory to the indemnified party; provided, however, that
the Initial Purchasers shall have the right to employ separate
counsel to represent the Initial Purchasers who may be subject to
liability arising out of any claim in respect of which indemnity
may be sought by the Initial Purchasers against the Company under
this Section 7 if, in the reasonable judgment of the Initial
Purchasers, it is advisable for the Initial Purchasers to be
represented by separate counsel, and in that event the reasonable
fees and expenses of such counsel shall be paid by the Company.
Upon receipt of notice from the indemnifying party to the
indemnified party of its election to assume the defense of such
claim or action and approval by the indemnified party of counsel,
the indemnifying party shall not be liable to the indemnified
party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with
the defense thereof other than reasonable costs of investigation
unless (i) the indemnified party shall have employed separate
counsel in connection with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one
separate counsel, approved by the Initial Purchasers in the case
of paragraph (a) of this Section 7, representing the indemnified
parties under such paragraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at
the expense of the indemnifying party; and except that, if clause
(i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by
reason of such settlement or judgment.  Notwithstanding the
foregoing sentence, if at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel, the indemnifying party
agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by
such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such
settlement.  No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement
of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the
subject matter of such proceeding.

(d)  If the indemnification provided for in this Section 7 shall
for any reason be unavailable to an indemnified party under
paragraphs (a) or (b) hereof in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred
to therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such
loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company on the one hand and any
Initial Purchasers on the other from the offering of the
Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company on
the one hand and any Initial Purchasers on the other with respect
to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well
as any other relevant equitable considerations.  The relative
benefits received by the Company on the one hand and any Initial
Purchasers on the other with respect to such offering shall be
deemed to be in the same proportion as the total net proceeds
from the offering of the Securities (before deducting expenses)
received by the Company bears to the total commissions received
by such Initial Purchaser with respect to such offering.  The
relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to
information supplied by the Company or by any Initial Purchaser,
the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement
or omission.  The Company and the Initial Purchasers agree that
it would not be just and equitable if contributions pursuant to
this paragraph (d) were to be determined by pro rata allocation
(even if the Initial Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to
herein.  The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in
respect thereof, referred to above in this paragraph (d) shall be
deemed to include, for purposes of this paragraph (d), any legal
or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of this paragraph (d), no
Initial Purchaser shall be required to contribute any amount in
excess of the amount by which the total price at which the
Securities sold through such Initial Purchaser and distributed to
the public were offered to the public exceeds the amount of any
damages which such Initial Purchaser has otherwise paid or become
liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.  The
obligations of the Initial Purchasers in this paragraph (d) to
contribute are several in proportion to the respective principal
amounts of Securities they have purchased hereunder, and not
joint.

(e)  The respective indemnities, agreements, representations,
warranties and other statements of the Company and the Initial
Purchasers contained in this Agreement, or made by or on behalf
of them, respectively, pursuant to this Agreement, shall remain
operative and in full force and effect, regardless of any
termination of this Agreement, any investigation made by or on
behalf of any Initial Purchaser, its directors or officers or any
person controlling such Initial Purchaser or by or on behalf of
the Company, its directors or officers or any person controlling
the Company and shall survive delivery of and payment for any of
the Securities.

        SECTION 8.     Default by an Initial Purchaser.  If one or more
of the Initial Purchasers shall fail at Closing Time or a Date of
Delivery to purchase the Securities which it or they are
obligated to purchase under this Agreement (the "Defaulted
Securities"), the Representatives shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-
defaulting Initial Purchasers, or any other underwriters, to
purchase all, but not less than all, of the Defaulted Securities
in such amounts as may be agreed upon and upon the terms herein
set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

(a)  if the principal amount of Defaulted Securities does not
exceed 10% of the principal amount of Securities to be purchased
on such date, the non-defaulting Initial Purchasers shall be
obligated, each severally and not jointly, to purchase the full
amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Initial Purchasers, or

(b)  if the principal amount of Defaulted Securities exceeds 10%
of the principal amount of Securities to be purchased on such
date, this Agreement or, with respect to any Date of Delivery
which occurs after the Closing Time, the obligation of the
Initial Purchasers to purchase and of the Company to sell the
Option Securities to be purchased and sold on such Date of
Delivery shall terminate without liability on the part of any non-
defaulting Initial Purchaser.
          No action taken pursuant to this Section shall
relieve any defaulting Initial Purchaser from liability in
respect of its default.

          In the event of any such default which does not
result in termination of this Agreement or, in the case of a
Date of Delivery which is after the Closing Time, which does
not result in a termination of the obligation of the Initial
Purchasers to purchase and the Company to sell the relevant
Option Securities, as the case may be, either the
Representatives or the Company shall have the right to
postpone the Closing Time or the relevant Date of Delivery,
as the case may be, for a period not exceeding seven days in
order to effect any required changes in the Final Memorandum
or in any other documents or arrangements.  As used herein,
the term "Initial Purchaser" includes any person substituted
for an Initial Purchaser under this Section 8.

        SECTION 9.     Termination.  The Representatives may terminate
this Agreement, by notice to the Company, at any time at or prior
to Closing Time, if there shall have occurred (i) any change in
the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs,
management, stockholders' equity, business, properties, condition
(financial or other), results of operations or prospects of the
Company and its subsidiaries, taken as a whole, which, in the
opinion of the Representatives, materially impairs the investment
quality of the Securities; (ii) a suspension or material
limitation in trading in the securities of the Company by the
Commission or the New York Stock Exchange, or a suspension or
material limitation in trading in securities generally on the New
York Stock Exchange, the American Stock Exchange or the over-the-
counter market or the establishment of minimum prices on such
exchanges or such market by the Commission, by such exchange or
by any other regulatory body or governmental authority having
jurisdiction; (iii) a general moratorium on commercial banking
activities declared by Federal or New York State authorities;
(iv) any major disruption of settlements of securities; (v) any
downgrading in the rating accorded the Company's debt securities
or preferred stock by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g)
under the Securities Act), or any public announcement that any
such organization has under surveillance or review its rating of
any debt securities or preferred stock of the Company (other than
an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such
rating); (vi) any outbreak or escalation of major hostilities in
which the United States is involved, any declaration of war by
Congress or any other substantial national calamity or emergency;
or (vii) any material adverse change in the existing financial,
political or economic conditions in the United States, including
any effect of international conditions on the financial markets
in the United States, that in the judgment of the Representatives
makes it impracticable or inadvisable to proceed with the
offering or the delivery of the Securities as contemplated by the
Final Memorandum.

     SECTION 10.    Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Initial Purchasers set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Initial Purchaser or
the Company or any of the officers, directors or controlling
persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Securities.  The provisions of
Sections 6 and 7 hereof shall survive the termination or
cancellation of this Agreement.

     SECTION 11.    Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telefaxed to
Citigroup Global Markets Inc., Attention:  General Counsel, 388
Greenwich Street, New York, New York 10013 (Fax Number:  (212)
816-7912), and to Lehman Brothers Inc., Attention:  General
Counsel and Syndicate Registration, 399 Park Avenue, New York,
New York 10022 (Fax Number:  (212) 526-0943), or, if sent to the
Company, will be mailed, delivered or telefaxed to Eastman Kodak
Company, 343 State Street, Rochester, New York 14650-0218,
Attention:  Office of the Corporate Secretary (Fax No:  (585) 724-
9549).

     SECTION 12.    Successors.  This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and, except
as expressly set forth in Section 4(h) hereof, no other person
will have any right or obligation hereunder.

     SECTION 13.    Applicable Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed within the
State of New York.

     SECTION 14.    Waiver of Tax Confidentiality.  Notwithstanding
anything herein to the contrary, purchasers of the Securities
(and each employee, representative or other agent of the Company)
may disclose to any and all persons, without limitation of any
kind, the U.S. tax treatment and U. S. tax structure of any
transaction contemplated herein and all materials of any kind
(including opinions or other tax analyses) that are provided to
the purchasers of the Securities relating to such U.S. tax
treatment and U.S. tax structure, other than any information for
which nondisclosure is reasonably necessary in order to comply
with applicable securities laws.

     SECTION 15.    Counterparts.  This Agreement may be signed in one
or more counterparts, each of which shall constitute an original
and all of which together shall constitute one and the same
agreement.

     SECTION 16.    Headings.  The section headings used herein are
for convenience only and shall not affect the construction
hereof.

                    [SIGNATURE PAGES FOLLOW]

          If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company and the several Initial Purchasers.

                          Very truly yours,

                          EASTMAN KODAK COMPANY

                          By:
                             Name:     Daniel A. Carp
                             Title:    Chairman of the Board
                                  of Directors and
                                  Chief Executive Officer





The foregoing Purchase Agreement is
hereby confirmed and accepted as of
the date first above written.

CITIGROUP GLOBAL MARKETS INC.


By:________________________
   Name:
   Title:

LEHMAN BROTHERS INC.


By:________________________
   Name:
   Title:

For themselves and the other several
Initial Purchasers named in Schedule I hereto.

                           SCHEDULE I

              AMOUNT OF SECURITIES TO BE PURCHASED

Initial Purchaser                        Principal Amount
                                         of Securities to
                                            be Purchased

Citigroup Global Markets Inc.               $ 200,000,000
Lehman Brothers Inc.                          200,000,000
Scotia Capital (USA) Inc.                      15,625,000
BNP Paribas Securities Corp.                   15,625,000
HSBC Securities (USA) Inc.                      8,750,000
Morgan Stanley & Co. Incorporated               8,750,000
Deutsche Bank Securities Inc.                   8,750,000
Mizuho International plc                        6,875,000
ABN AMRO Rothschild LLC                         6,250,000
ING Financial Markets LLC                       5,000,000
Daiwa Securities SMBC Europe Limited            5,000,000
Santander Central Hispano Investment
   Securities Inc.                              3,750,000
UFJ International plc                           3,750,000
BNY Capital Markets, Inc.                       2,500,000
McDonald Investments Inc., a Keycorp Company    2,500,000
PNC Capital Markets, Inc.                       2,500,000
Wells Fargo Securities, LLC                     2,500,000
Barclays Capital Inc.                           1,875,000

TOTAL:                                      $ 500,000,000

EX-4

                                                 Exhibit (4) I.

                           RESOLUTIONS
          OF THE COMMITTEE OF THE BOARD OF DIRECTORS OF
                      EASTMAN KODAK COMPANY
         FOR THE PRIVATE PLACEMENT OF CONVERTIBLE NOTES

                         October 7, 2003

            RESOLUTIONS AUTHORIZING PRIVATE PLACEMENT

          I,  Daniel  A.  Carp,  being  the  Chief  Executive
     Officer  of  Eastman  Kodak Company (the  "Company"),  a
     corporation duly organized and existing under  the  laws
     of  the State of New Jersey, and the sole member of  the
     Committee  of  the  Board of Directors  of  the  Company
     appointed  to  exercise all authority of  the  Board  of
     Directors respecting the creation, issuance and sale  of
     up  to  $600,000,000 aggregate principal amount of  debt
     securities  of the Company, such debt securities  to  be
     convertible  into shares of common stock of the  Company
     (the "Common Stock"), do hereby adopt the resolution set
     forth below:

     1.   Authorization of Fifth Supplemental Indenture and the Notes.

          RESOLVED, that, upon receipt of the purchase  price
     therefor hereinafter specified, the Company issue,  sell
     and  deliver $500,000,000 aggregate principal amount  of
     its  3.375% Convertible Senior Notes due 2033 (the "Firm
     Securities")  and  such additional  aggregate  principal
     amount of its 3.375% Convertible Senior Notes due  2033,
     not  to  exceed  $75,000,000, as the Initial  Purchasers
     hereinafter referred to shall exercise their  option  to
     purchase  pursuant to the Purchase Agreement hereinafter
     referred to (the "Option Securities" and, together  with
     the Firm Securities, the "Notes"), all such Notes to  be
     issued pursuant to the indenture dated as of January  1,
     1988 (the "Original Indenture") between the Company  and
     The  Bank  of  New York, as trustee (the "Trustee"),  as
     supplemented by a first supplemental indenture dated  as
     of  September  6, 1991, a second supplemental  indenture
     dated  as  of  September 20, 1991, a third  supplemental
     indenture  dated  as of January 28, 1993  and  a  fourth
     supplemental indenture dated as of March 1, 1993 and  to
     be   further   supplemented  by  a  fifth   supplemental
     indenture  (the  "Fifth  Supplemental  Indenture"   and,
     together  with  the  Original Indenture  and  the  other
     supplemental   indentures   referred   to   above,   the
     "Indenture"); and be it

          FURTHER   RESOLVED,  that  the  form,   terms   and
     provisions of the Fifth Supplemental Indenture  attached
     hereto  as Exhibit A, and the form, terms and provisions
     of  the  Notes attached thereto as Exhibit A, including,
     without  limitation,  the interest rate,  record  dates,
     interest  payment dates, and maturity date of the  Notes
     and the redemption, repurchase and conversion provisions
     of the Notes contained therein, be, and they hereby are,
     approved; and be it

          FURTHER  RESOLVED,  that  all  references  in   the
     definitions in the Indenture to the terms "Security"  or
     "Securities"  shall be deemed to and shall  include  the
     Notes; and be it

          FURTHER RESOLVED, that pursuant to Section  205  of
     the Indenture, the Notes are to be issuable in permanent
     global  form  without  coupons and  that  the  aggregate
     amount of Outstanding Securities represented thereby may
     from  time  to time be increased or reduced  to  reflect
     exchanges; and be it

     2.   Officers' Certificate and Company Order.

          FURTHER  RESOLVED, that the Chairman of the  Board,
     the  President or any Vice President and the  Treasurer,
     any  Assistant Treasurer, the Secretary or any Assistant
     Secretary  of  the  Company be,  and  they  hereby  are,
     authorized and empowered, in the name and on  behalf  of
     the  Company, to execute, seal, acknowledge and  deliver
     an  Officers' Certificate relating to the Notes pursuant
     to  Sections 102 and 301 of the Indenture, in such forms
     and  in  such number of counterparts as the officers  so
     acting  shall approve, the approval of such officers  to
     be   conclusively  evidenced  by  their  execution   and
     delivery thereof; and be it

          FURTHER  RESOLVED, that the Chairman of the  Board,
     the  President or any Vice President and the  Treasurer,
     any  Assistant Treasurer, the Secretary or any Assistant
     Secretary  of  the  Company be,  and  they  hereby  are,
     authorized and empowered, in the name and on  behalf  of
     the Company, to execute, seal, acknowledge and deliver a
     Company  Order relating to the Notes pursuant to Section
     303  of  the Indenture, in such forms and in such number
     of counterparts as the officers so acting shall approve,
     the   approval  of  such  officers  to  be  conclusively
     evidenced  by their execution and delivery thereof;  and
     be it

     3.   Paying Agent and Conversion Agent.

          FURTHER RESOLVED, that The Bank of New York be, and
     it hereby is, designated and appointed Paying Agent with
     respect  to  the Notes pursuant to Section 1002  of  the
     Indenture and Conversion Agent with respect to the Notes
     pursuant to the Fifth Supplemental Indenture; and be it

     4.   Purchase Agreement.

          FURTHER   RESOLVED,  that  the  form,   terms   and
     provisions of the Purchase Agreement attached hereto  as
     Exhibit  B  to be entered into between the  Company  and
     Citigroup Global Markets Inc. and Lehman Brothers  Inc.,
     as  representatives of the Initial Purchasers  named  in
     Schedule  I  thereto, relating to the Notes,  including,
     without limitation, the purchase price of 97.50% of  the
     principal  amount of the Firm Securities to be purchased
     by  the  Initial  Purchasers and the purchase  price  of
     97.50%  of the principal amount of any Option Securities
     which  may  be  purchased by the Initial  Purchasers  in
     accordance  with  the  terms of the Purchase  Agreement,
     plus,  in  each  case, accrued interest,  if  any,  from
     October  10,  2003  to  the  Closing  Time  (as  defined
     therein), be, and they hereby are, approved; and be it

     5.   Registration Rights Agreement.

          FURTHER   RESOLVED,  that  the  form,   terms   and
     provisions of the Registration Rights Agreement attached
     hereto  as Exhibit C, be, and they hereby are, approved;
     and be it

     6.   Blanket Letter of Representations.

          FURTHER   RESOLVED,  that  the  form,   terms   and
     provisions  of  the  Blanket Letter of  Representations,
     including  the  relevant  riders  thereto  relating   to
     certain  matters arising in connection with the issuance
     of    the    Notes    (together,    the    "Letter    of
     Representations"),   between   the   Company   and   The
     Depository  Trust  Company, copies of  which  Letter  of
     Representations were submitted to this Committee, be and
     they  hereby are, approved, and the Authorized  Officers
     be,   and  each  of  them  hereby  is,  authorized   and
     empowered, in the name and on behalf of the Company,  to
     execute  and deliver, in such number of counterparts  as
     the  officer  so acting deems advisable, the  Letter  of
     Representations in substantially the form  presented  to
     this  meeting,  with  such  changes  therein,  additions
     thereto and deletions therefrom as the officer executing
     the same shall approve, such approval to be conclusively
     evidenced by his execution and delivery thereof; and  be
     it

     7.   Miscellaneous.

          FURTHER  RESOLVED, that the officers of the Company
     referenced  above  be,  and each of  them  acting  alone
     hereby is, authorized and empowered, in the name and  on
     behalf  of  the Company, to take, or cause to be  taken,
     any and all action which such officer may deem necessary
     or desirable to carry out the purposes and intent of the
     foregoing  resolutions, including,  without  limitation,
     the   execution  and  delivery  of  all  documents   and
     instruments approved herein and all other documents  and
     instruments in connection therewith, and to perform,  or
     cause  to  be performed, the obligations of the  Company
     under   the   Notes,  the  Indenture,  the   Letter   of
     Representations and the Purchase Agreement  relating  to
     the Notes.

          The   foregoing  resolution  was  adopted  by   the
     undersigned pursuant to delegated authority of the Board
     of  Directors  of Eastman Kodak Company  on  October  7,
     2003, and the undersigned consents to this record of the
     adoption of the foregoing resolution being entered  into
     the corporate minute book of the Company as evidence  of
     the  official  action taken by this  Committee  on  such
     date.



                              Name:    Daniel A. Carp
                              Title:   Chief Executive Officer

     CERTIFICATION:

          WITNESS  my hand and the corporate seal of  Eastman
     Kodak  Company in the City of Rochester, New York,  this
     7th day of October, 2003.




                                        Name:
                                        Title:

EX-4

                                                 Exhibit (4) J.

                                                EXECUTION COPY


                      EASTMAN KODAK COMPANY

                               TO

                      THE BANK OF NEW YORK

                                            Trustee



                       __________________


                  FIFTH SUPPLEMENTAL INDENTURE
                  Dated as of October 10, 2003

                               to

                            INDENTURE
                   Dated as of January 1, 1988

                        _________________



            3.375% Convertible Senior Notes due 2033


                        TABLE OF CONTENTS

ARTICLE I   Relation to Indenture; Additional Definitions      2

ARTICLE II  The Series of Securities                           7

ARTICLE III Optional Redemption of the Notes                  10

ARTICLE IV  Purchase Upon a Fundamental Change                12

ARTICLE V   Optional Purchase                                 14

ARTICLE VI  Conditions and Procedures for Purchases at
            Option of Holders                                 15

ARTICLE VII Conversion of Notes                               19

ARTICLE VIIIRestrictions on Transfer                          29

ARTICLE IX  Remedies; Modification and Waiver                 33

ARTICLE X   Miscellaneous Provisions                          34


EXHIBIT A Form of Note   A-1
EXHIBIT B   Form of certificate to be delivered upon
            exchange or registration of transfer of
            Securities                                       B-1

EXHIBIT C   Form of conversion notice                        C-1

EXHIBIT D   Form of Fundamental Change conversion notice     D-1

EXHIBIT E   Form of purchase notice                          E-1

EXHIBIT F   Assignment Form                                  F-1

EXHIBIT G   Form of restricted Common Stock legend           G-1

EXHIBIT H   Form of transfer certificate for transfer of
            restricted Common Stock                          H-1



                      EASTMAN KODAK COMPANY

                  FIFTH SUPPLEMENTAL INDENTURE

            3.375% Convertible Senior Notes due 2033

     FIFTH  SUPPLEMENTAL INDENTURE, dated as of  October  10,
2003,  between  EASTMAN  KODAK COMPANY,  a  corporation  duly
organized  and existing under the laws of the  State  of  New
Jersey  (the "Company"), having its principal office  at  343
State Street, Rochester, New York 14650, and THE BANK OF  NEW
YORK,  a  corporation duly organized and existing  under  the
laws of the State of New York, as Trustee (the "Trustee").


                            RECITALS

     WHEREAS   the   Company  has  heretofore  executed   and
delivered to the Trustee an Indenture, dated as of January 1,
1988,  as  supplemented  by the First Supplemental  Indenture
thereto   dated   as  of  September  6,  1991,   the   Second
Supplemental  Indenture thereto dated  as  of  September  20,
1991,  the Third Supplemental Indenture thereto dated  as  of
January  26,  1993  and  the  Fourth  Supplemental  Indenture
thereto  dated  as of March 1, 1993 (as so supplemented,  the
"Base Indenture", and as hereby supplemented and amended, the
"Indenture"), providing for the issuance from time to time of
its  unsecured  debentures,  notes  or  other  evidences   of
indebtedness (herein and therein called the "Securities"), to
be  issued  in  one or more series as provided  in  the  Base
Indenture.

     WHEREAS  pursuant  to the terms of  the  Indenture,  the
Company  desires to provide for the establishment of one  new
series  of  its  Securities to be designated as  the  "3.375%
Convertible  Senior Notes due 2033" (the "Notes"),  the  form
and  substance  of such Notes and the terms,  provisions  and
conditions  thereof to be set forth as provided in  the  Base
Indenture and this Fifth Supplemental Indenture.

     WHEREAS,  Section 901(9) of the Base Indenture  provides
that,  without the consent of any Holders, the Company,  when
authorized  by  a Board Resolution, and the Trustee,  at  any
time  and  from  time to time, may enter  into  one  or  more
indentures supplemental to the Base Indenture for the purpose
of  curing  any  ambiguity, correcting or  supplementing  any
provision  in  the Base Indenture which may  be  inconsistent
with  any  other  provision  therein,  or  making  any  other
provisions with respect to matters or questions arising under
the  Base Indenture, provided such action shall not adversely
affect  the  interests of the Holders of  Securities  of  any
series in any material respect.

     WHEREAS,   the   Company,  pursuant  to  the   foregoing
authority,   proposes  in  and  by  this  Fifth  Supplemental
Indenture  to  amend  and supplement the  Base  Indenture  in
certain respects as set forth herein.

     WHEREAS,  the  Company has requested  that  the  Trustee
execute and deliver this Fifth Supplemental Indenture and all
requirements   necessary  to  make  this  Fifth  Supplemental
Indenture  a  valid,  binding and enforceable  instrument  in
accordance  with  its  terms, and to  make  the  Notes,  when
executed,  authenticated and delivered by  the  Company,  the
valid,  binding and enforceable obligations of  the  Company,
have  been done and performed, and the execution and delivery
of this Fifth Supplemental Indenture has been duly authorized
in all respects.

     NOW,  THEREFORE, in consideration of the mutual promises
provided  herein  and  the purchase  and  acceptance  of  the
Securities  by  the Holders thereof, and for the  purpose  of
setting  forth, as provided in the Base Indenture,  the  form
and  terms of the Notes, and amending the Base Indenture, the
Company covenants and agrees with the Trustee as follows:

                            ARTICLE I

          Relation to Indenture; Additional Definitions

     Section 1.01   Relation to Indenture.  This Fifth Supplemental
Indenture constitutes an integral part of the Base Indenture.

     Section 1.02   Definitions.  (a)  For all purposes of this Fifth
Supplemental Indenture:

         (1)  Capitalized terms used herein without definition shall
         have the meaning specified in the Base Indenture;

         (2)  All references herein to Articles and Sections, unless
         otherwise specified, refer to the corresponding Articles and
         Sections of this Fifth Supplemental Indenture; and

         (3)  The terms "hereof", "herein", "hereby", "hereto",
         "hereunder", "herewith" and other words of similar import
         refer to this Fifth Supplemental  Indenture.

     (b)  For all purposes of this Fifth Supplemental Indenture,
except  as otherwise expressly provided or unless the context
otherwise requires:

     "Additional  Amounts"  has  the  meaning  set  forth  in
Section 2.04(f) hereof;

     "Base  Indenture" has the meaning set forth in the first
paragraph of the Recitals hereof;

     "Beneficial  Owner"  shall be determined  in  accordance
with  Rule  13d-3  promulgated by the  Commission  under  the
Exchange Act;

     "Bid  Solicitation Agent" has the meaning set  forth  in
Section 2.12 hereof;

     "Business  Day"  means, with respect  to  any  Place  of
Payment  for  the  Notes,  each Monday,  Tuesday,  Wednesday,
Thursday  or  Friday  that is not  a  day  on  which  banking
institutions  in  such  Place of Payment  are  authorized  or
obligated  by  law to close.  If any Interest  Payment  Date,
Maturity  Date, Redemption Date, Purchase Date or Fundamental
Change Purchase Date of a Note falls on a day that is  not  a
Business  Day, the required payment will be made on the  next
succeeding Business Day with the same force and effect as  if
made  on  the relevant date that the payment was due  and  no
interest will accrue on such payment for the period from  and
after  the  Interest Payment Date, Maturity Date,  Redemption
Date,  Purchase Date or Fundamental Change Purchase Date,  as
the  case  may be, to the date of that payment  on  the  next
succeeding Business Day.

     "Capital  Lease" means a lease that, in accordance  with
accounting principles generally accepted in the United States
of  America,  would  be recorded as a capital  lease  on  the
balance sheet of the lessee;

     "Common  Equity"  of any Person means capital  stock  of
such  Person that is generally entitled to (1) vote generally
in  the  election of directors of such Person or (2) if  such
Person  is  not a corporation, vote or otherwise  participate
generally  in the selection of the governing body,  partners,
managers  or  others  that  will control  the  management  or
policies of such Person;

     "Common  Stock" means the common stock, par value  $2.50
per share, of the Company;

     "Company  Notice"  has the meaning provided  in  Section
6.01 hereof;

     "Company  Notice  Date"  has  the  meaning  provided  in
Section 6.01 hereof;

     "Continuing Director" means a director who either was  a
member  of the Board of Directors on October 7, 2003  or  who
becomes a member of the Board of Directors subsequent to that
date  and  whose  appointment,  election  or  nomination  for
election by the Company's stockholders is duly approved by  a
majority  of  the  Continuing  Directors  on  the  Board   of
Directors at the time of such approval, either by a  specific
vote  or  by  approval of the proxy statement issued  by  the
Company  on  behalf of the Board of Directors in  which  such
individual is named as nominee for director;

     "Conversion Agent" means the office or agency designated
by the Company where Notes may be presented for conversion;

     "Conversion  Date" has the meaning provided  in  Section
7.02 hereof;

     "Conversion   Price"  means  $1,000   divided   by   the
Conversion Rate;

     "Conversion  Rate" has the meaning provided  in  Section
7.01 hereof;

     "Conversion  Value"  means  the  product  of  the   last
reported  sale  price for a share of the Common  Stock  on  a
given day multiplied by the then-current Conversion Rate.

     "Distributed  Assets  or  Securities"  has  the  meaning
provided in Section 7.06(c) hereof;

     "Dividend Threshold Amount" has the meaning provided  in
Section 7.06(d) hereof;

     "Equity Interests" means any capital stock, partnership,
joint  venture,  member  or limited  liability  or  unlimited
liability company interest, beneficial interest in a trust or
similar  entity  or other equity interest  or  investment  of
whatever nature;

     "Exchange   Act"  means  the  United  States  Securities
Exchange Act of 1934, as amended.

     "ex-date" has the meaning provided in the definition  of
Spin-off Market Price;

     "Expiration  Time" has the meaning provided  in  Section
7.06(f) hereof;

     "Fair  Market  Value" means the amount which  a  willing
buyer   would  pay  a  willing  seller  in  an  arm's  length
transaction;

     A  "Fundamental Change" shall be deemed to have occurred
at  such time after the original issuance of the Notes as any
of the following occurs: (a) the Common Stock or other common
stock  into which the Notes are convertible is neither listed
for  trading on a United States national securities  exchange
nor  approved  for trading on the Nasdaq National  Market  or
another established automated over-the-counter trading market
in  the  United States; (b) a "person" or "group" within  the
meaning of Section 13(d) of the Exchange Act, other than  the
Company,  any  Subsidiary  of the  Company  or  any  employee
benefit  plan of the Company or any such Subsidiary, files  a
Schedule  TO or any other schedule, form or report under  the
Exchange Act disclosing that such person or group has  become
the  direct or indirect ultimate Beneficial Owner  of  Common
Equity  of  the  Company representing more than  50%  of  the
voting power of the Company's Common Equity; (c) consummation
of any share exchange, consolidation or merger of the Company
pursuant  to  which the Common Stock will be  converted  into
cash,  securities  or other property or any  sale,  lease  or
other   transfer  (in  one  transaction  or   a   series   of
transactions) of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole,
to  any Person (other than the Company or one or more of  the
Company's   Subsidiaries);   provided,   however,   that    a
transaction where the holders of the Company's Common  Equity
immediately  prior  to  such  transaction  own,  directly  or
indirectly,  more than 50% of the aggregate voting  power  of
all  classes of Common Equity of the continuing or  surviving
corporation or transferee immediately after such event  shall
not  be  a  Fundamental  Change; or (d) Continuing  Directors
cease  to  constitute at least a majority  of  the  Board  of
Directors; provided, however, that a Fundamental Change shall
not  be  deemed  to have occurred in respect of  any  of  the
foregoing  if  either (i) the Last Reported  Sale  Price  per
share  of  Common Stock for any five Trading Days within  the
period  of  10  consecutive Trading Days  ending  immediately
before  the  later of the Fundamental Change  or  the  public
announcement  thereof  shall equal  or  exceed  105%  of  the
Conversion  Price  of the Notes in effect immediately  before
the Fundamental Change or the public announcement thereof; or
(ii)  at  least  90%  of  the consideration  (excluding  cash
payments  for  fractional  shares)  in  the  transaction   or
transactions constituting the Fundamental Change consists  of
shares  of  capital  stock traded on  a  national  securities
exchange  or quoted on the NASDAQ National Market  (or  which
shall  be  so  traded or quoted when issued or  exchanged  in
connection  with  such Fundamental Change)  (such  securities
being referred to as "Publicly Traded Securities") and  as  a
result  of such transaction or transactions the Notes  become
convertible  into such Publicly Traded Securities  (excluding
cash  payments for fractional shares).  For purposes  of  the
foregoing  proviso, the term "capital stock"  of  any  Person
means  any  and  all  shares (including  ordinary  shares  or
American  Depositary  Shares), interests,  participations  or
other  equivalents however designated of corporate  stock  or
other equity participations, including partnership interests,
whether  general or limited, of such Person  and  any  rights
(other than debt securities convertible or exchangeable  into
an equity interest), warrants or options to acquire an equity
interest in such Person;

     "Fundamental  Change  Purchase  Date"  has  the  meaning
provided in Section 4.01 hereof;

     "Fundamental  Change Purchase Notice"  has  the  meaning
provided in Section 4.03 hereof;

     "Fundamental  Change  Purchase Price"  has  the  meaning
provided in Section 4.01 hereof;

     "Global  Notes"  has the meaning set  forth  in  Section
2.08(a) hereof;

     The  term "Indebtedness" as applied to any Person, means
bonds,   debentures,   notes   and   other   instruments   or
arrangements representing obligations created or  assumed  by
any  such  Person, in respect of:  (i) obligations for  money
borrowed  (other than unamortized debt discount or  premium);
(ii)  obligations  evidenced by a note or similar  instrument
given  in  connection with the acquisition of  any  business,
properties or assets of any kind; (iii) obligations as lessee
under  a  Capital  Lease; and (iv) any amendments,  renewals,
extensions,   modifications  and  refundings  of   any   such
indebtedness  or obligations listed in clause  (i),  (ii)  or
(iii)  above.   All  indebtedness  secured  by  a  lien  upon
property  owned  by such Person of such type,  although  such
Person  has  not assumed or become liable for the payment  of
such indebtedness, shall for all purposes hereof be deemed to
be   indebtedness  of  such  Person.   All  indebtedness  for
borrowed  money  incurred  by  any  other  Persons  which  is
directly guaranteed as to payment of principal by such Person
shall for all purposes hereof be deemed to be indebtedness of
any  such Person, but no other contingent obligation of  such
Person  in  respect  of indebtedness incurred  by  any  other
Persons shall for any purpose be deemed to be indebtedness of
such Person;

     "Initial Purchasers" means the initial purchasers of the
Notes  listed  on Schedule I to the Purchase  Agreement,  for
which Citigroup Global Markets Inc. and Lehman Brothers  Inc.
acted as Representatives;

     "Interest  Payment Date" has the meaning  set  forth  in
Section 2.04(a) hereof;

     "Last  Reported Sale Price" of Common Stock on any  date
means  the  closing sale price per share (or, if  no  closing
sale price is reported, the average of the bid and ask prices
or,  if  more  than one in either case, the  average  of  the
average  bid  and  the average ask prices) on  that  date  as
reported  in  composite transactions for the  principal  U.S.
securities  exchange on which Common Stock is traded  or,  if
the Common Stock is not listed on a U.S. national or regional
securities  exchange,  as reported  by  the  Nasdaq  National
Market.  If the Common Stock is not listed for trading  on  a
U.S.  national  or  regional  securities  exchange  and   not
reported by the Nasdaq National Market on the relevant  date,
the  "last reported sale price" shall be the last quoted  bid
price for Common Stock in the over-the-counter market on  the
relevant date as reported by the National Quotation Bureau or
similar  organization.  If the Common Stock is not so quoted,
the "last reported sale price" will be the average of the mid-
point of the last bid and ask prices for the Common Stock  on
the  relevant  date  from each of at least  three  nationally
recognized  independent investment banking firms selected  by
the Company for this purpose;

     "Market  Price" means the average of the  Last  Reported
Sale  Prices  of Common Stock for the 20 Consecutive  Trading
Day period ending on the applicable date of determination (if
the applicable date of determination is a Trading Day or,  if
not,  then  on the last Trading Day prior to such  applicable
date  of determination), appropriately adjusted to take  into
account the occurrence, during the period commencing  on  the
first  of the Trading Days during such 20 Consecutive Trading
Day   period   and   ending  on  the   applicable   date   of
determination,  of  any  event  that  would  result   in   an
adjustment   of   the  Conversion  Rate  under   this   Fifth
Supplemental Indenture;

     "Maturity  Date"  has the meaning set forth  in  Section
2.03 hereof;

     "Notes"  has  the  meaning  set  forth  in  the   second
paragraph of the Recitals hereof;

     "Option  Issue Date" means each settlement date for  the
issuance of Option Securities (as such term is defined in the
Purchase Agreement);

     "Original  Issue  Date"  has  the  meaning  provided  in
Section 2.04(a) hereof;

     "Purchase   Agreement"  means  that   certain   Purchase
Agreement,  dated October 7, 2003, by and among  the  Company
and the Initial Purchasers listed in Schedule I thereto which
provides  for  the  sale  by  the  Company  to  the   Initial
Purchasers of the Notes;

     "Purchase  Date"  has  the meaning provided  in  Section
5.01(a) hereof;

     "Purchase  Notice" has the meaning provided  in  Section
5.01(a)(i) hereof;

     "Purchase Price" has the meaning provided in paragraph 7
of the Notes;

     "Purchased  Shares" has the meaning provided in  Section
7.06(f) hereof;

     "Qualified Institutional Buyer" has the meaning assigned
to such term in Rule 144A under the Securities Act;

     "Redemption  Price"  has  the  meaning  set   forth   in
paragraph 5 of the Notes;

     "Registrable  Securities" has the  meaning  assigned  to
such term in the Registration Rights Agreement;

     "Registration Default" has the meaning assigned to  such
term in the Registration Rights Agreement;

     "Registration  Rights  Agreement"  means  that   certain
Registration Rights Agreement, dated as of October 10,  2003,
by and among the Company and the Initial Purchasers;

     "Regular  Record  Date" has the  meaning  set  forth  in
Section 2.04(a) hereof;

     "Restricted  Common  Stock  Legend"  means  the   legend
labeled  as  such,  substantially in the form  set  forth  in
Exhibit G hereof;

     "Shelf  Registration Statement" has the meaning assigned
to such term in the Registration Rights Agreement;

     "Spin-off Market Price" per share of Common Stock of the
Company  or  the  Equity Interests in a Subsidiary  or  other
business unit of the Company on any day means the average  of
the  daily  Last  Reported Sale Price for the 10  consecutive
Trading  Days  commencing on and including the fifth  Trading
Day  after  the  "ex-date" with respect to  the  issuance  or
distribution  requiring such computations.  As  used  herein,
the term "ex-date," when used with respect to any issuance or
distribution, shall mean the first date on which the security
trades  regular  way on the New York Stock Exchange  or  such
other  national  regional exchange or  market  in  which  the
security trades without the right to receive such issuance or
distribution;

     "Trading  Day" means (a) if the applicable  security  is
listed, admitted for trading or quoted on the New York  Stock
Exchange,  the  NASDAQ National Market  or  another  national
security  exchange,  a  day  on  which  the  New  York  Stock
Exchange,  the  NASDAQ National Market  or  another  national
security  exchange  is  open  for  business  or  (b)  if  the
applicable security is not so listed, admitted for trading or
quoted,  any Monday, Tuesday, Wednesday, Thursday  or  Friday
that  is not a day on which banking institutions in the State
of New York are authorized or obligated by law to close;

     "Trading   Price"  of  the  Notes   on   any   date   of
determination means the average of the secondary  market  bid
quotations  per $1,000 principal amount of Notes obtained  by
the  Bid Solicitation Agent for $10 million principal  amount
of  Notes at approximately 4:00 p.m., New York City time,  on
such  determination date from three unaffiliated,  nationally
recognized  securities dealers the Company selects,  provided
that if: (i) at least three such bids are not obtained by the
Bid  Solicitation Agent, or (ii) in the Company's  reasonable
judgment,  the  bid  quotations are  not  indicative  of  the
secondary  market value of the Notes, then the Trading  Price
of the Notes on such date of determination will equal (a) the
then  applicable Conversion Rate of the Notes  multiplied  by
(b)  the average Last Reported Sale Price of Common Stock for
the  five  Trading  Days ending on such  determination  date,
appropriately  adjusted to take into account the  occurrence,
during  the  period commencing on the first of  such  Trading
Days  during such five Trading Day period and ending on  such
determination date, of any event described in Section 7.06 of
this Fifth Supplemental Indenture;

     "Transfer  Restricted Securities" means the  Registrable
Securities under the Registration Rights Agreement.

                           ARTICLE II

                    The Series of Securities

     Section 2.01   Title of the Securities.  The Notes shall be
designated as the "3.375% Convertible Senior Notes due 2033."
The Notes shall be treated for all purposes under the Indenture
as a single class or series of Securities.

     Section 2.02   Limitation on Aggregate Principal Amount.  The
Trustee shall authenticate and deliver Notes for original issue
on the Original Issue Date in the aggregate principal amount of
$500,000,000 upon a Company Order for the authentication and
delivery thereof and satisfaction of Section 303 of the Base
Indenture.  Such order shall specify the amount of the Notes to
be authenticated, the date on which the original issue of Notes
is to be authenticated and the name or names of the initial
Holder or Holders.  The Trustee shall authenticate and deliver
Notes for original issue on each Option Issue Date in the
aggregate principal amount of up to $75,000,000 upon a Company
Order for the authentication and delivery thereof and
satisfaction of Section 303 of the Base Indenture.  Such order
shall specify the amount of the Notes to be authenticated, the
date on which the original issue of Notes is to be authenticated
and the name or names of the initial Holder or Holders.  The
aggregate principal amount of Notes that may be outstanding shall
not exceed $575,000,000, subject to Section 301 of the Base
Indenture as amended by Section 9.02(b)(ii) of this Fifth
Supplemental Indenture.

     Section 2.03   Stated Maturity.  The Stated Maturity of the Notes
shall be October 15, 2033 (the "Maturity Date").  The principal
amount of the Notes shall be payable on the Maturity Date unless
the Notes are earlier redeemed, purchased or converted in
accordance with the terms of the Indenture.

     Section 2.04   Interest and Interest Rates.

(a)  The Notes shall bear interest at a rate of 3.375% per year,
from October 10, 2003 (the "Original Issue Date") or from the
most recent Interest Payment Date to which payment has been made
or duly provided for, payable semiannually in arrears on April 15
and October 15 of each year, beginning April 15, 2004 (each an
"Interest Payment Date") to the persons in whose names the Notes
are  registered at the close of business on the April  1  and
October  1 (each a "Regular Record Date") (whether or  not  a
Business Day), as the case may be, immediately preceding such
Interest Payment Date.

(b)  Holders of Notes at the close of business on a Regular
Record Date will receive payment of interest payable on the
corresponding Interest Payment Date notwithstanding the
conversion of such Notes at any time after the close of business
on such Regular Record Date.  Notes surrendered for conversion by
a Holder during the period from the close of business on any
Regular Record Date to the opening of business on the immediately
following Interest Payment Date must be accompanied by payment of
an amount equal to the interest that the Holder is to receive on
the Notes; provided, however, that no such payment need be made
if (1) the Company has specified a Redemption Date that is after
a Regular Record Date and on or prior to the immediately
following Interest Payment Date, (2) the Company has specified a
Purchase Date following a Fundamental Change that is during such
period or (3) any overdue interest exists at the time of
conversion with respect to such Notes to the extent of such
overdue interest.  The Holders of the Notes and any Common Stock
issuable upon conversion thereof will continue to be entitled to
receive Additional Amounts in accordance with the Registration
Rights Agreement.

(c)  Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such
Regular Record Date and shall either (i) be paid to the Person in
whose name such Note (or one or more Predecessor Securities) is
registered at the close of business on the Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Notes
not less than 10 days prior to such Special Record Date, or (ii)
be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange or automated
quotation system on which the Notes may be listed or traded, and
upon such notice as may be required by such exchange or automated
quotation system, all as more fully provided in the Indenture.

(d)  The amount of interest payable for any period shall be
computed on the basis of a 360-day year consisting of twelve 30-
day months.  The amount of interest payable for any partial
period shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and, in the case of an
incomplete month, the actual number of days elapsed.  In the
event that any date on which interest is payable on a Note is not
a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any
such delay) with the same force and effect as if made on the date
the payment was originally payable.

(e)  If any principal of the Notes or any portion of such
principal is not paid when due (whether upon acceleration, upon
the date set for payment of the Redemption Price pursuant to
paragraph 5 of the Notes, upon the date set for payment of a
Purchase Price or Fundamental Change Purchase Price pursuant to
paragraph 7 of the Notes or upon the Stated Maturity) or if
interest due on the Notes or any portion of such interest is not
paid when due in accordance with paragraph 1 or paragraph 9 of
the Notes, then in each such case the overdue amount shall bear
interest at the rate of 3.375% per annum, compounded semiannually
(to the extent that the payment of such interest shall be legally
enforceable), which interest shall accrue from the date such
overdue amount was due to the date payment of such amount,
including interest thereon, has been made or duly provided for.
All such interest shall be payable on demand.

(f)  The interest rate borne by the Registrable Securities will
be increased by .25% per annum upon the occurrence of a
Registration Default, which rate will increase by an additional
..25% per annum if such Registration Default has not been cured
within 90 days after the occurrence thereof ("Additional
Amounts"); provided that the aggregate amount of any such
increase in the interest rate on the Registrable Securities shall
in no event exceed .50% per annum.  All accrued Additional
Amounts shall be paid to Holders of Registrable Securities in the
same manner and at the same time as regular payments of interest
on the Registrable Securities.  Following the cure of all
Registration Defaults, the accrual of Additional Amounts shall
cease and the interest rate on the Registrable Securities will
revert to 3.375% per annum.

     Section 2.05   Paying Agent and Conversion Agent; Place of
Payment.  The Trustee shall initially serve as the Paying Agent
and Conversion Agent for the Notes.  The Company may appoint and
change any Paying Agent or Conversion Agent or approve a change
in the office through which any Paying Agent acts without notice,
other than notice to the Trustee.  The Company or any of  its
Subsidiaries or any of their Affiliates may act as Paying Agent
or Conversion Agent.  The Place of Payment where the Notes may be
presented or surrendered for payment shall be the Corporate Trust
Office of the Trustee.

     Section 2.06   Place of Registration or Exchange; Notices and
Demands With Respect to the Notes.  The place where the Holders
of the Notes may present the Notes for registration of transfer
or exchange and may make notices and demands to or upon the
Company in respect of the Notes shall be the Corporate Trust
Office of the Trustee.

     Section 2.07   Percentage of Principal Amount.  The Notes shall
be initially issued at 100% of their principal amount plus
accrued interest, if any, from October 10, 2003.

     Section 2.08   Global Notes.

(a)   The  Notes are being offered and sold to Qualified
Institutional Buyers as defined in Rule 144A in reliance on Rule
144A under the Securities Act and shall be issued initially in
the  form  of  one  or  more permanent Global  Securities  in
definitive, fully registered, book-entry form, without interest
coupons (collectively, the "Global Notes").

(b)  Each of the Global Notes shall represent such of the Notes
as shall be specified therein and shall each provide that it
shall represent the aggregate principal amount of Notes from time
to time endorsed thereon and that the aggregate principal amount
of Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions,
purchases or conversions.  Any endorsement of a Global Note to
reflect the amount, or any increase or decrease in the aggregate
principal amount, of Notes represented thereby shall be reflected
by the Trustee on Schedule A attached to the Note and made by the
Trustee in accordance with written instructions or such other
written form of customary instructions from the Depositary or its
nominee.

(c)  The Depository Trust Company shall initially serve as
Depositary with respect to the Global Notes.  Such Global Notes
shall bear the legends set forth in the form of Security attached
as Exhibit A hereto.

     Section 2.09   Form of Securities.  The Global Notes shall be
substantially in the form attached as Exhibit A hereto.

     Section 2.10   Security Registrar.  The Trustee shall initially
serve as the Security Registrar for the Notes.

     Section 2.11   Sinking Fund Obligations.  The Company shall have
no obligation to redeem or purchase any Notes pursuant to any
sinking fund or analogous requirement.

     Section 2.12   Bid Solicitation Agent.  The Trustee shall
initially serve as the bid solicitation agent (the "Bid
Solicitation Agent") for purposes of obtaining secondary market
bid quotations for determining Trading Prices.  The Company may
change the Bid Solicitation Agent at any time; provided, however,
that the Bid Solicitation Agent shall not be an Affiliate of the
Company.  The Bid Solicitation Agent shall solicit bids from
nationally recognized securities dealers that are believed by the
Company to be willing to bid for the Notes.

     Section 2.13   Defeasance and Discharge.  The Notes issued hereby
will not be subject to any defeasance provisions.

                       ARTICLE III

                Optional Redemption of the Notes

     Section 3.01   Right to Redeem; Notice to Trustee, Paying Agent
and Holders.  On or after October 15, 2010, the Company may, at
its option, redeem the Notes in whole, or at any time in part, in
accordance with the provisions of paragraph 5 of the Notes.  If
the Company elects to redeem Notes pursuant to paragraph 5 of the
Notes, it shall notify in writing the Trustee, the Paying Agent
and each Holder of Notes to be redeemed, as provided in Section
1104 of the Base Indenture and Section 3.04 hereof.

     Section 3.02   Fewer Than All Outstanding Notes to Be Redeemed.
If fewer than all of the outstanding Notes are to be redeemed,
the Trustee shall select the Notes to be redeemed in principal
amounts of $1,000 or integral multiples thereof.  In the case
that the Trustee shall select the Notes to be redeemed, the
Trustee may effectuate such selection by lot, pro rata, or by any
other method that the Trustee considers fair and appropriate.
The Trustee will make such selection promptly following receipt
of the notice of redemption from the Company provided pursuant to
Section 3.04 hereof.

     Section 3.03   Selection of Notes to Be Redeemed.  If any Notes
selected for partial redemption are thereafter surrendered for
conversion in part before termination of the conversion right
with respect to the portion of the Notes so selected, the
converted portion of such Notes shall be deemed (so far as may
be), to be the portion selected for redemption.  Notes which have
been converted during a selection of Notes to be redeemed may be
treated by the Trustee as outstanding for the purpose of such
selection.  Nothing in this Section 3.03 shall affect the right
of any Holder to convert any Notes pursuant to Article VII hereof
before the termination of the conversion right with respect
thereto.

     Section 3.04   Notice of Redemption.  In addition to those
matters set forth in Section 1104 of the Base Indenture, a notice
of redemption sent to Holders of Notes shall state:

(a)  the then current Conversion Rate;

(b)  the name and address of the Paying Agent and the Conversion
Agent;

(c)  that the Notes called for redemption may be converted at any
time before the close of business on the Business Day immediately
preceding the Redemption Date; and

(d)  that Holders who wish to convert Notes must comply with the
procedures in paragraph 8 of the Notes.

     Section 3.05   Effect of Notice of Redemption.  Once notice of
redemption is mailed, Notes called for redemption become due and
payable  on the Redemption Date and at the Redemption  Price,
except  for Notes that are converted in accordance  with  the
provisions of Article VII hereof and paragraph 8 of the Notes.
Upon presentation and surrender to the Paying Agent, Notes called
for redemption shall be paid at the Redemption Price as defined
in paragraph 5 of the Notes.

     Section 3.06   Deposit of Redemption Price.  On or before 10:00
a.m. (New York City time) on the Redemption Date, the Company
shall deposit with the Paying Agent (or if the Company or an
Affiliate of the Company is acting as the Paying Agent, shall
segregate and hold in trust) an amount of money sufficient to pay
the aggregate Redemption Price of all the Notes to be redeemed on
that date other than the Notes or portions thereof called for
redemption which on or prior thereto have been delivered by the
Company to the Security Registrar for cancellation or have been
converted.  The Trustee and Paying Agent shall, as promptly as
practicable, return to the Company any money not required for
that purpose because of conversion of the Notes in accordance
with the provisions of Article VII hereof.  If such money is then
held by the Company or a Subsidiary in trust and is not required
for such purpose, it shall be discharged from such trust.

                      ARTICLE IV

               Purchase Upon a Fundamental Change

     Section 4.01   Purchase at the Option of the Holder upon a
Fundamental Change.  If a Fundamental Change shall occur at any
time  prior to the Maturity Date, each Holder shall have  the
right,  at  such Holder's option, to require the  Company  to
purchase all or any portion of such Holder's Notes for cash on a
date specified by the Company that is no later than 35 days after
the  date  of  the Company Notice of the occurrence  of  such
Fundamental  Change  (subject to  extension  to  comply  with
applicable law, as provided in Section 6.04) (the "Fundamental
Change  Purchase Date").  The Notes shall be  repurchased  in
integral  multiples of $1,000 of the principal  amount.   The
Company shall purchase such Notes at a price (the "Fundamental
Change Purchase Price") equal to 100% of the principal amount of
the  Notes  to be purchased plus accrued and unpaid interest,
including Additional Amounts, if any, to, but excluding,  the
Fundamental Change Purchase Date.  No Notes may be purchased at
the option of the Holders upon a Fundamental Change if there has
occurred and is continuing an Event of Default (other than an
Event of Default that is cured by the payment of the Fundamental
Change Purchase Price of the Notes).

     Section 4.02   Notice of Fundamental Change.  The Company, or at
its request (which must be received by the Paying Agent at least
three Business Days (or such lesser period as agreed to by the
Paying Agent) prior to the date the Paying Agent is requested to
give such notice as described below), the Paying Agent in the
name of and at the expense of the Company, shall mail to all
Holders and the Trustee a Company Notice of the occurrence of a
Fundamental Change and of the purchase right arising as a result
thereof, including the information required by Section 6.01
hereof, on or before the 30th day after the occurrence of such
Fundamental Change.

     Section 4.03   Exercise of Option.  For a Note to be so purchased
at the option of the Holder, the Paying Agent must receive such
Note duly endorsed for transfer, together with a written notice
of purchase (a "Fundamental Change Purchase Notice") and the form
entitled "Form of Fundamental Change Purchase Notice" on the
reverse thereof duly completed, on or before the 35th day after
the date of the Company Notice of the occurrence of such
Fundamental Change, subject to extension to comply with
applicable law.  The Fundamental Change Purchase Notice shall
state:

(a)  if certificated, the certificate numbers of the Notes which
the  Holder  shall deliver to be purchased, or,  if  not
certificated, the Fundamental Change Purchase Notice must comply
with appropriate Depositary procedures;

(b)  the portion of the principal amount of the Notes which the
Holder shall deliver to be purchased, which portion must be
$1,000 in principal amount or an integral multiple thereof; and

(c)  that such Notes shall be purchased as of the Fundamental
Change Purchase Date pursuant to the terms and conditions
specified in paragraph 7 of the Notes and in this Supplemental
Indenture.

     Section 4.04   Procedures.  The Company shall purchase from a
Holder, pursuant to Article IV hereof, Notes if the principal
amount of such Notes is $1,000 or a multiple of $1,000 if  so
requested by such Holder.

     Any purchase by the Company contemplated pursuant to the
provisions of Article IV hereof shall be consummated  by  the
delivery  of  the  Fundamental Change Purchase  Price  to  be
received  by the Holder promptly following the later  of  the
Fundamental  Change Purchase Date or the time  of  book-entry
transfer or delivery of the Notes.

     Notwithstanding  anything herein to  the  contrary,  any
Holder  delivering to the Paying Agent the Fundamental Change
Purchase  Notice contemplated by Section 4.03 shall have  the
right  at  any  time prior to the close of  business  on  the
Business Day prior to the Fundamental Change Purchase Date to
withdraw such Fundamental Change Purchase Notice (in whole or
in part) by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 6.02.

     The  Paying  Agent shall promptly notify the Company  of
the  receipt by it of any Fundamental Change Purchase  Notice
or written notice of withdrawal thereof.

     On  or  before  10:00 a.m. (New York City time)  on  the
Fundamental  Change Purchase Date, the Company shall  deposit
with  the Paying Agent (or if the Company or an Affiliate  of
the  Company  is acting as the Paying Agent, shall  segregate
and  hold  in  trust) money sufficient to pay  the  aggregate
Fundamental  Change  Purchase  Price  of  the  Notes  to   be
purchased  pursuant  to Article IV hereof.   Payment  by  the
Paying  Agent  of the Fundamental Change Purchase  Price  for
such Notes shall be made promptly following the later of  the
Fundamental  Change Purchase Date or the time  of  book-entry
transfer  or  delivery of such Notes.  If  the  Paying  Agent
holds,  in accordance with the terms of the Indenture,  money
sufficient  to pay the Fundamental Change Purchase  Price  of
such  Notes  on  the Business Day following  the  Fundamental
Change  Purchase  Date, then, on and after  such  date,  such
Notes  shall cease to be outstanding and interest  (including
Additional  Amounts,  if any) on such Notes  shall  cease  to
accrue,  whether or not book-entry transfer of such Notes  is
made or such Notes are delivered to the Paying Agent, and all
other  rights of the Holder shall terminate (other  than  the
right  to receive the Fundamental Change Purchase Price  upon
delivery  or  transfer of the Notes).  Nothing  herein  shall
preclude any withholding tax required by law.

     The  Company shall require each Paying Agent (other than
the  Trustee) to agree in writing that the Paying Agent shall
hold  in trust for the benefit of Holders or the Trustee  all
money  held  by  the  Paying Agent for  the  payment  of  the
Fundamental  Change  Purchase  Price  and  shall  notify  the
Trustee  of  any  default by the Company in making  any  such
payment.  If the Company or an Affiliate of the Company  acts
as  Paying Agent, it shall segregate the money held by it  as
Paying  Agent  and  hold it as a separate  trust  fund.   The
Company at any time may require a Paying Agent to deliver all
money  held by it to the Trustee and to account for any funds
disbursed  by  the Paying Agent.  Upon doing so,  the  Paying
Agent  shall have no further liability for the cash delivered
to the Trustee.

     All questions as to the validity, eligibility (including
time  of  receipt) and acceptance of any Notes  for  purchase
shall be determined by the Company, whose determination shall
be final and binding.

                            ARTICLE V

                        Optional Purchase

     Section 5.01   Purchase of Notes by the Company at the Option of
the Holder.

(a)  On each of October 15, 2010, October 15, 2013, October 15,
2018, October 15, 2023 and October 15, 2028 (each, a "Purchase
Date"), Holders shall have the option to require the Company to
purchase all or any portion of their Notes at the Purchase Price
specified in paragraph 7 of the Notes, upon:

       (i)  delivery to the Paying Agent by the Holder of a written
     notice of purchase (a "Purchase Notice") at any time from the
     opening of business on the date that is 20 Business Days prior to
     the relevant Purchase Date until the close of business on the
     Business Day prior to such Purchase Date, stating:

          (1)  if certificated, the certificate numbers of the Notes which
          the Holder will deliver to be purchased, or, if not certificated,
          the Purchase Notice must comply with appropriate Depositary
          procedures;

          (2)  the portion of the principal amount of the Notes which the
          Holder will deliver to be purchased, which portion must be $1,000
          in principal amount or an integral multiple thereof; and

          (3)  that such Notes shall be purchased as of the Purchase Date
          pursuant to the terms and conditions specified in paragraph 7 of
          the Notes and in this Supplemental Indenture; and

       (ii) delivery or book-entry transfer of such Notes to the Paying
     Agent prior to, on or after the Purchase Date (together with all
     necessary endorsements) at the offices of the Paying Agent, such
     delivery or transfer being a condition to receipt by the Holder
     of the Purchase Price therefor; provided, however, that such
     Purchase Price shall be so paid pursuant to this Section 5.01
     only if the Notes so delivered or transferred to the Paying Agent
     shall conform in all respects to the description thereof in the
     related Purchase Notice.

(b)  The Company shall purchase from a Holder, pursuant to the
terms of this Section 5.01, Notes if the principal amount of such
Notes is $1,000 or a multiple of $1,000 if so requested by such
Holder.

(c)  Any purchase by the Company contemplated pursuant to the
provisions of this Section 5.01 shall be consummated by the
delivery of the Purchase Price to be received by the Holder
promptly following the later of the Purchase Date or the time of
book-entry transfer or delivery of the Notes.

(d)  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated
by this Section 5.01 shall have the right at any time prior to
the close of business on the Business Day prior to the Purchase
Date to withdraw such Purchase Notice (in whole or in part) by
delivery of a written notice of withdrawal to the Paying Agent in
accordance with Section 6.02.

(e)  The Paying Agent shall promptly notify the Company of the
receipt by it of any Purchase Notice or written notice of
withdrawal thereof.

(f)  On or before 10:00 a.m. (New York City time) on the Purchase
Date, the Company shall deposit with the Paying Agent (or if the
Company or an Affiliate of the Company is acting as the Paying
Agent, shall segregate and hold in trust) money sufficient to pay
the aggregate Purchase Price of the Notes to be purchased
pursuant to this Section 5.01.  Payment by the Paying Agent of
the Purchase Price for such Notes shall be made promptly
following the later of the Purchase Date or the time of book-
entry transfer or delivery of such Notes.  If the Paying Agent
holds, in accordance with the terms of the Indenture, money
sufficient to pay the Purchase Price of such Notes on the
Business Day following the Purchase Date, then, on and after such
date, such Notes shall cease to be outstanding and interest
(including Additional Amounts, if any) on such Notes shall cease
to accrue, whether or not book-entry transfer of such Notes is
made or such Notes are delivered to the Paying Agent, and all
other rights of the Holder shall terminate (other than the right
to receive the Purchase Price upon delivery or transfer of the
Notes).

(g)  The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of the Purchase Price and shall
notify the Trustee of any default by the Company in making any
such payment.  If the Company or an Affiliate of the Company acts
as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund.  The Company
at any time may require a Paying Agent to deliver all money held
by it to the Trustee and to account for any funds disbursed by
the Paying Agent.  Upon doing so, the Paying Agent shall have no
further liability for the cash delivered to the Trustee.

(h)  All questions as to the validity, eligibility (including
time of receipt) and acceptance of any Notes for purchase shall
be determined by the Company, whose determination shall be final.

                           ARTICLE VI

  Conditions and Procedures for Purchases at Option of Holders

     Section 6.01   Notice of Purchase Date or Fundamental Change.
The Company shall send notices (each, a "Company Notice") to the
Holders (and to beneficial owners as required by applicable law)
at their addresses shown in the Security Register maintained by
the Security Registrar, and delivered to the Trustee and Paying
Agent,  not less than 20 Business Days prior to each Purchase
Date, or on or before the 30th day after the occurrence of the
Fundamental  Change, as the case may be (each  such  date  of
delivery, a "Company Notice Date").  Each Company Notice shall
include a form of Purchase Notice or Fundamental Change Purchase
Notice to be completed by a Holder and shall state:

(a)  the applicable Purchase Price or Fundamental Change Purchase
Price, excluding accrued and unpaid interest, Conversion Rate at
the time of such notice (and any adjustments to the Conversion
Rate) and, to the extent known at the time of such notice, the
amount of interest (including Additional Amounts, if any), if
any, that will be payable with respect to the Notes on the
applicable Purchase Date or Fundamental Change Purchase Date;

(b)  if the notice relates to a Fundamental Change, the events
causing the Fundamental Change and the date of the Fundamental
Change;

(c)  the Purchase Date or Fundamental Change Purchase Date;

(d)  the last date on which a Holder may exercise its purchase
right;

(e)  the name and address of the Paying Agent and the Conversion
Agent;

(f)  that Notes must be surrendered to the Paying Agent to
collect payment of the Purchase Price or Fundamental Change
Purchase Price;

(g)  that Notes as to which a Purchase Notice or Fundamental
Change Purchase Notice has been given may be converted only if
the applicable Purchase Notice or Fundamental Change Purchase
Notice has been withdrawn in accordance with the terms of this
Supplemental Indenture;

(h)  that the Purchase Price or Fundamental Change Purchase Price
for any Notes as to which a Purchase Notice or a Fundamental
Change Purchase Notice, as applicable, has been given and not
withdrawn shall be paid by the Paying Agent promptly following
the later of the Purchase Date or Fundamental Change Purchase
Date, as applicable, or the time of book-entry transfer or
delivery of such Notes;

(i)  the procedures the Holder must follow under Article IV or V
hereof, as applicable, and Article VI hereof;

(j)  briefly, the conversion rights of the Notes;

(k)  that, unless the Company defaults in making payment of such
Purchase Price or Fundamental Change Purchase Price on Notes
covered by any Purchase Notice or Fundamental Change Purchase
Notice, as applicable, interest (including Additional Amounts, if
any) will cease to accrue on and after the Purchase Date or
Fundamental Change Purchase Date, as applicable;

(l)  the CUSIP or ISIN number of the Notes; and

(m)  the procedures for withdrawing a Purchase Notice or
Fundamental Change Purchase Notice.

     In  connection with providing such Company  Notice,  the
Company  will  issue  a press release and  publish  a  notice
containing  the  information in  such  Company  Notice  in  a
newspaper of general circulation in The City of New  York  or
publish  such information on the Company's then existing  Web
site  or through such other public medium as the Company  may
use at the time.

     At  the  Company's request, made at least five  Business
Days  prior  to  the date upon which such  notice  is  to  be
mailed, and at the Company's expense, the Paying Agent  shall
give the Company Notice to the Holders in the Company's name;
provided,  however,  that, in all  cases,  the  text  of  the
Company Notice shall be prepared by the Company.

     Section 6.02   Effect of Purchase Notice or Fundamental Change
Purchase Notice; Effect of Event of Default.  Upon receipt by the
Company of the Purchase Notice or Fundamental Change Purchase
Notice specified in Section 5.01 or Section 4.03, as applicable,
the Holder of the Notes in respect of which such Purchase Notice
or Fundamental Change Purchase Notice, as the case may be, was
given shall (unless such Purchase Notice or Fundamental Change
Purchase Notice is withdrawn as specified in the following two
paragraphs) thereafter be entitled to receive solely the Purchase
Price or Fundamental Change Purchase Price with respect to such
Notes.  Such Purchase Price or Fundamental Change Purchase Price
shall  be  paid  by the Paying Agent to such Holder  promptly
following the later of (x) the Purchase Date or the Fundamental
Change Purchase Date, as the case may be, with respect to such
Notes (provided the conditions in Section 5.01 or Section 4.03,
as applicable, have been satisfied) and (y) the time of delivery
or book-entry transfer of such Notes to the Paying Agent by the
Holder thereof in the manner required by Section 5.01 or Section
4.03, as applicable.  Notes in respect of which a Purchase Notice
or Fundamental Change Purchase Notice, as the case may be, has
been given by the Holder thereof may not be converted for shares
of  Common Stock on or after the date of the delivery of such
Purchase Notice or Fundamental Change Purchase Notice, as the
case may be, unless such Purchase Notice or Fundamental Change
Purchase  Notice, as the case may be, has first been  validly
withdrawn as specified in the following two paragraphs.

     A Purchase Notice or Fundamental Change Purchase Notice,
as  the  case may be, may be withdrawn by means of a  written
notice  of  withdrawal delivered to the office of the  Paying
Agent  at any time prior to 5:00 p.m. New York City  time  on
the   Business  Day  prior  to  the  Purchase  Date  or   the
Fundamental  Change Purchase Date, as the  case  may  be,  to
which it relates specifying:

(a)  if certificated, the certificate number of the Notes in
respect of which such notice of withdrawal is being submitted,
or, if not certificated, the written notice of withdrawal must
comply with appropriate Depositary procedures;

(b)  the principal amount of the Notes with respect to which such
notice of withdrawal is being submitted; and

(c)  the principal amount, if any, of such Notes which remains
subject to the original Purchase Notice or Fundamental Change
Purchase Notice, as the case may be, and which has been or shall
be delivered for purchase by the Company.

     There  shall  be  no purchase of any Notes  pursuant  to
Article  IV  or Article V hereof if an Event of  Default  has
occurred  and  is  continuing (other than a default  that  is
cured  by  the  payment of the Purchase Price or  Fundamental
Change Purchase Price, as the case may be).  The Paying Agent
shall  promptly return to the respective Holders thereof  any
Notes  (x)  with  respect  to  which  a  Purchase  Notice  or
Fundamental Change Purchase Notice, as the case may  be,  has
been   withdrawn   in   compliance  with  this   Supplemental
Indenture,  or  (y) held by it during the continuance  of  an
Event  of Default (other than a default that is cured by  the
payment  of the Purchase Price or Fundamental Change Purchase
Price,  as the case may be) in which case, upon such  return,
the  Purchase  Notice or Fundamental Change  Purchase  Notice
with respect thereto shall be deemed to have been withdrawn.

     Section 6.03   Notes Purchased in Part.  Any Notes that are to be
purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the
Holder  thereof or such Holder's attorney duly authorized  in
writing) and the Company shall execute and the Trustee or the
Authenticating Agent shall authenticate and deliver to the Holder
of such Notes, without service charge, a new Note or Notes, of
any  authorized denomination as requested by such  Holder  in
aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Notes so surrendered which
is not purchased or redeemed.

     Section 6.04   Covenant to Comply with Securities Laws upon
Purchase of Notes.  In connection with any offer to purchase
Notes under Article IV or Article V hereof, the Company shall, to
the extent applicable, (a) comply with Rules 13e-4 and 14e-1 (and
any successor provisions thereto) under the Exchange Act, if
applicable; (b) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, if applicable;
and (c) otherwise comply with all applicable federal and state
securities laws so as to permit the rights and obligations under
Article IV or Article V hereof to be exercised in the time and in
the manner specified in Article IV or Article V hereof.

     Section 6.05   Repayment to the Company.  The Trustee and the
Paying Agent shall return to the Company any cash or property
that remains unclaimed as provided in paragraph 12 of the Notes,
together with interest that the Trustee or Paying Agent, as the
case may be, has agreed to pay, if any, held by them for the
payment of a Purchase Price or Fundamental Change Purchase Price,
as the case may be; provided, however, that to the extent that
the aggregate amount of cash or property deposited by the Company
pursuant to Section 4.04 or 5.01(f), as applicable, exceeds the
aggregate Purchase Price or Fundamental Change Purchase Price, as
the case may be, of the Notes or portions thereof which the
Company is obligated to purchase as of the Purchase Date or
Fundamental Change Purchase Date, as the case may be, then
promptly on and after the Business Day following the Purchase
Date or Fundamental Change Purchase Date, as the case may be, the
Trustee and the Paying Agent shall return any such excess to the
Company together with interest that the Trustee or Paying Agent,
as the case may be, has agreed to pay, if any.

     Section 6.06   Officers' Certificate.  At least five Business
Days before the Company Notice Date, the Company shall deliver an
Officers' Certificate to the Trustee  (provided, that at the
Company's option, the matters to be addressed in such Officers'
Certificate may be divided among two such certificates)
specifying:

(a)  the manner of payment selected by the Company; and

(b)  whether the Company desires the Trustee to give the Company
Notice to the Holders required by Section 6.01 herein.

                           ARTICLE VII

                       Conversion of Notes

     Section 7.01   Right to Convert.  A Holder may convert its Notes
for Common Stock, in whole or in part,  at any time during which
the conditions stated in paragraph 8 of the Notes are met.  The
number of shares of Common Stock issuable upon conversion of a
Note per $1,000 principal amount (the "Conversion Rate") shall be
that set forth in paragraph 8 in the Notes, subject to adjustment
as  herein set forth.  The initial Conversion Rate is 32.2373
shares of Common Stock issuable upon conversion of a Convertible
Note per $1,000 principal amount.

     A  Holder may convert a portion of the principal  amount
of Notes if the portion is $1,000 or a multiple of $1,000.

     Section 7.02   Conversion Procedures.  To convert Notes, a Holder
must  satisfy the requirements in this Section  7.02  and  in
paragraph 8 of the Notes.  The date on which the Holder satisfies
all those requirements is the conversion date (the "Conversion
Date").  As soon as practicable, but in no event later than the
fifth Business Day following the Conversion Date, the Company
shall deliver to the Holder, through the Conversion Agent,  a
certificate  for  the number of full shares of  Common  Stock
issuable upon the conversion and cash in lieu of any fractional
share determined pursuant to Section 7.03.  The Person in whose
name  the  certificate is registered shall be  treated  as  a
stockholder of record on and after the Conversion Date; provided,
however, that no surrender of Notes on any date when the stock
transfer books of the Company shall be closed shall be effective
to  constitute the Person or Persons entitled to receive  the
shares of Common Stock upon such conversion as the record holder
or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the Person or Persons
entitled to receive such shares of Common Stock as the record
holder  or holders thereof for all purposes at the  close  of
business on the next succeeding day on which such stock transfer
books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Notes shall have been surrendered
for conversion, as if the stock transfer books of the Company had
not been closed.  Upon conversion of Notes, such Person shall no
longer be a Holder of such Notes.

     No  payment or adjustment shall be made for dividends on
or  other  distributions with respect  to  any  Common  Stock
except  as provided in Section 7.06 or as otherwise  provided
in this Indenture.

     On conversion of Notes, that portion of accrued interest
with  respect  to the converted Notes shall not be  canceled,
extinguished or forfeited, but rather shall be deemed  to  be
paid  in full to the Holder thereof through delivery  of  the
Common Stock (together with the cash payment, if any, in lieu
of  fractional  shares)  in  exchange  for  the  Notes  being
converted  pursuant to the provisions hereof,  and  the  Fair
Market  Value  of such shares of Common Stock (together  with
any such cash payment in lieu of fractional shares) shall  be
treated  as issued, to the extent thereof, first in  exchange
for  interest accrued and unpaid through the Conversion Date,
and  the  balance, if any, of such Fair Market Value of  such
Common Stock (and any such cash payment) shall be treated  as
issued  in  exchange for the principal amount  of  the  Notes
being   converted   pursuant  to   the   provisions   hereof.
Notwithstanding conversion of any Notes, the Holders  of  the
Notes  and any Common Stock issuable upon conversion  thereof
will continue to be entitled to receive Additional Amounts in
accordance with the Registration Rights Agreement.

     If  a  Holder  converts more than one Note at  the  same
time, the number of shares of Common Stock issuable upon  the
conversion  shall be based on the total principal  amount  of
the Notes converted.

     Upon surrender of a Note that is converted in part,  the
Company  shall execute, and the Trustee or the Authenticating
Agent  shall  authenticate and deliver to the Holder,  a  new
Note  in an authorized denomination equal in principal amount
to the unconverted portion of the Note surrendered.

     If  the  last day on which Notes may be converted  is  a
legal holiday in a place where a Conversion Agent is located,
the  Notes may be surrendered to that Conversion Agent on the
next succeeding day that it is not a legal holiday.

     Section 7.03   Cash Payments in Lieu of Fractional Shares.  The
Company shall not issue a fractional share of Common Stock upon
conversion of Notes.  Instead the Company shall deliver cash for
the current market value of the fractional share.  The current
market value of a fractional share shall be determined to the
nearest 1/10,000th of a share by multiplying the Last Reported
Sale Price of a full share of Common Stock on the Trading Day
immediately  preceding the Conversion Date by the  fractional
amount and rounding the product to the nearest whole cent.

     Section 7.04   Taxes on Conversion.  If a Holder converts Notes,
the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon the
conversion.  However, the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name
other than the Holder's name.  The Conversion Agent may refuse to
deliver the certificates representing the Common Stock being
issued in a name other than the Holder's name until the
Conversion Agent receives a sum sufficient to pay any tax which
shall be due because the shares are to be issued in a name other
than the Holder's name.  Nothing herein shall preclude any
withholding tax required by law.

     Section 7.05   Covenants of the Company.  The Company shall,
prior to issuance of any Notes hereunder, and from time to time
as may be necessary, reserve out of its authorized but unissued
Common Stock a sufficient number of shares of Common Stock to
permit the conversion of the Notes.

     All shares of Common Stock delivered upon conversion  of
the  Notes  shall be newly issued shares or treasury  shares,
shall  be  duly  and  validly  issued  and  fully  paid   and
nonassessable  and shall be free from preemptive  rights  and
free of any lien or adverse claim.

     The  Company shall endeavor promptly to comply with  all
federal  and state securities laws regulating the  order  and
delivery  of  shares of Common Stock upon the  conversion  of
Notes,  if any, and shall cause to have listed or quoted  all
such  shares  of Common Stock on each United States  national
securities  exchange or over-the-counter  or  other  domestic
market on which the Common Stock is then listed or quoted.

     Section 7.06   Adjustments to Conversion Rate.  The Conversion
Rate shall be adjusted from time to time, without duplication, as
follows:

(a)  In case the Company shall (i) pay a dividend or make a
distribution on its Common Stock exclusively in shares of its
Common Stock; (ii) subdivide its outstanding Common Stock into a
greater number of shares; or (iii) combine its outstanding Common
Stock into a smaller number of shares, the Conversion Rate in
effect immediately prior to the record date or effective date, as
the case may be, for the adjustment pursuant to this Section
7.06(a) as described below, shall be adjusted so that the Holder
of any Notes thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock of the
Company which such Holder would have owned or have been entitled
to receive after the happening of any of the events described
above had such Notes been converted immediately prior to such
record date or effective date, as the case may be.  An adjustment
made pursuant to this Section 7.06(a) shall become effective
immediately after the applicable record date in the case of a
dividend or distribution and shall become effective immediately
after the applicable effective date in the case of subdivision or
combination of the Company's Common Stock.  If any dividend or
distribution of the type described in clause (i) above is not so
paid or made, the Conversion Rate shall again be adjusted to the
Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

(b)  In case the Company shall issue rights or warrants to all
holders of the Common Stock entitling them (for a period expiring
within 60 days after the date of issuance of such rights or
warrants) to subscribe for or purchase Common Stock at a price
per share less than the Market Price per share of Common Stock on
the record date fixed for determination of stockholders entitled
to receive such rights or warrants, the Conversion Rate in effect
immediately after such record date shall be adjusted so that the
same shall equal the Conversion Rate determined by multiplying
the Conversion Rate in effect immediately after such record date
by a fraction of which (i) the numerator shall be the number of
shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock offered for
subscription or purchase, and (ii) the denominator shall be the
number of shares of Common Stock outstanding on such record date
plus the number of shares which the aggregate offering price of
the total number of shares so offered would purchase at the
Market Price per share of Common Stock on the earlier of such
record date or the Trading Day immediately preceding the ex-date
for such issuance of rights or warrants.  Such adjustment shall
be made successively whenever any such rights or warrants are
issued, and shall become effective immediately after the opening
of business on the day following the record date for the
determination of stockholders entitled to receive such rights or
warrants.  To the extent that shares of Common Stock are not
delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made on the basis of
delivery of only the number of shares of Common Stock actually
delivered.  If such rights or warrants are not so issued, the
Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such record date for the
determination of stockholders entitled to receive such rights or
warrants had not been fixed.  In determining whether any rights
or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Market Price, and in
determining the aggregate offering price of such shares of Common
Stock, there shall be taken into account any consideration
received by the Company for such rights or warrants, the value of
such consideration, if other than cash, to be determined by the
Board of Directors.

(c)  In case the Company shall, by dividend or otherwise,
distribute to all holders of Common Stock any assets, debt
securities, shares of any class of capital stock of the Company
or rights or warrants to purchase any of its securities
(excluding (i) any dividend, distribution or issuance covered by
those referred to in Section 7.06(a) or 7.06(b) hereof and
(ii) any dividend or distribution paid exclusively in cash) (any
of the foregoing hereinafter in this Section 7.06(c) called the
"Distributed Assets or Securities"), then, in each case, the
Conversion Rate shall be adjusted (unless Section 7.06(e)
applies, in which case the adjustment shall be made as provided
therein) so that the same shall equal the Conversion Rate
determined by multiplying the Conversion Rate in effect
immediately prior to the close of business on the record date
mentioned below by a fraction of which (A) the numerator shall be
the Market Price per share of the Common Stock on the earlier of
the record date or the Trading Day immediately preceding the ex-
date for such dividend or distribution, and (B) the denominator
shall be (1) the Market Price per share of the Common Stock on
the earlier of such record date or the Trading Day immediately
preceding the ex-date for such dividend or distribution less
(2) the Fair Market Value on the earlier of such record date or
the Trading Day immediately preceding the ex-date for such
dividend or distribution (as determined by the Board of
Directors, whose determination shall be conclusive, and described
in a certificate filed with the Trustee and the Conversion Agent)
of the Distributed Assets or Securities so distributed applicable
to one share of Common Stock.  Such adjustment shall become
effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or
distribution; provided, however, that, if (i) the Fair Market
Value of the portion of the Distributed Assets or Securities so
distributed applicable to one share of Common Stock is equal to
or greater than the Market Price of the Common Stock on the
record date for the determination of stockholders entitled to
receive such distribution or (ii) the Market Price of the Common
Stock on the record date for the determination of stockholders
entitled to receive such distribution is greater than the Fair
Market Value per share of such Distributed Assets or Securities
by less than $1.00, then, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Holder shall have
the right to receive upon conversion, in addition to the shares
of Common Stock, the kind and amount of assets, debt securities,
shares of our capital stock or rights or warrants comprising the
Distributed Assets or Securities the Holder would have received
had such Holder converted such Notes immediately prior to the
record date for the determination of stockholders entitled to
receive such distribution.  In the event that such distribution
is not so paid or made, the Conversion Rate shall again be
adjusted to the Conversion Rate that would then be in effect if
such distribution had not been declared.

(d)  In case the Company shall make any distributions, by
dividend or otherwise, consisting exclusively of cash to all
holders of Common Stock, other than cash dividends on Common
Stock in amounts up to $0.25 aggregate cash dividends per share
of Common Stock in any six month period (the "Dividend Threshold
Amount"), then, in such case, the Conversion Rate shall be
adjusted so that the same shall equal the Conversion Rate
determined by multiplying the Conversion Rate in  effect
immediately prior to the close of business on the record date
fixed for the determination of holders of Common Stock entitled
to receive such distribution by a fraction of which (A) the
numerator shall be the Market Price per share of the Common Stock
on the earlier of such record date or the Trading Day immediately
preceding the ex-date for such dividend or distribution and
(B) the denominator shall be (1) the Market Price per share of
Common Stock on the earlier of such record date or the Trading
Day immediately preceding the ex-date for such dividend or
distribution less (2) the amount of cash so  distributed
applicable to one share of Common Stock (in the case of cash
dividends, that amount in excess of the Dividend Threshold
Amount).

Such adjustment shall become effective immediately after
the  record  date for the determination of  stockholders
entitled to receive such distribution; provided that  if
(i) the portion of the cash so distributed applicable to
one  share  of Common Stock is equal to or greater  than
the  Market Price of the Common Stock on the record date
for  the  determination  of  stockholders  entitled   to
receive  such distribution or (ii) the Market  Price  of
the   Common   Stock  on  the  record   date   for   the
determination of stockholders entitled to  receive  such
distribution is greater than the portion of the cash  so
distributed applicable to one share of Common  Stock  by
less   than  $1.00,  then,  in  lieu  of  the  foregoing
adjustment,  adequate provision shall be  made  so  that
each  Holder  shall  have  the  right  to  receive  upon
conversion,  in addition to the shares of Common  Stock,
the  amount of cash such Holder would have received  had
such  Holder converted such Notes immediately  prior  to
the  record  date for the determination of  stockholders
entitled  to  receive such distribution.  In  the  event
that  such  distribution is not so  paid  or  made,  the
Conversion   Rate  shall  again  be  adjusted   to   the
Conversion  Rate that would then be in  effect  if  such
distribution  had not been declared.  If any  adjustment
is  required  to be made by this Section  7.06(d)  as  a
result of a distribution of a dividend in any six  month
period that exceeds the Dividend Threshold Amount,  such
adjustment shall be based upon the amount by which  such
distribution exceeds the Dividend Threshold Amount.   If
an  adjustment is otherwise required to be made by  this
Section 7.06(d), such adjustment shall be based upon the
full amount of the distribution.

(e)  With respect to Section 7.06(c) above, in the event that the
Company makes any distribution to all holders of Common Stock for
which an adjustment is required by Section 7.06(c) consisting of
Equity Interests in a Subsidiary or other business unit of the
Company, the Conversion Rate shall be adjusted so that the same
shall equal the Conversion Rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of
business on the record date fixed for the determination of
holders of Common Stock entitled to receive such distribution by
a fraction of which (i) the numerator shall be (x) the Spin-off
Market Price per share of the Common Stock on such record date
plus (y) the Spin-off Market Price per Equity Interest of the
Subsidiary or other business unit of the Company on such record
date and (ii) the denominator shall be the Spin-off Market Price
per  share of the Common Stock on such record date, such
adjustment to become effective immediately after the effective
date of such distribution of Equity Interests in a Subsidiary or
other business unit of the Company.

(f)  In case a tender or exchange offer made by the Company or
any Subsidiary for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the
expiration thereof) shall require the payment to stockholders of
consideration per share of Common Stock having a Fair Market
Value  (as  determined by the Board of Directors,  whose
determination shall be conclusive, and described in a certificate
filed with the Trustee and the Conversion Agent) that as of the
last time (the "Expiration Time") tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be
amended) exceeds the Last Reported Sale Price of a share of
Common Stock on the Trading Day next succeeding the Expiration
Time, the Conversion Rate shall be adjusted so that the same
shall equal the Conversion Rate determined by multiplying the
Conversion Rate in effect immediately prior to the Expiration
Time by a fraction, of which (i) the numerator shall be the sum
of (x) the Fair Market Value (determined as aforesaid) of the
aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the
tender or exchange offer) of all shares validly tendered or
exchanged and not withdrawn as of the Expiration Time (the shares
deemed so accepted up to any such maximum, being referred to as
the "Purchased Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at
the Expiration Time and the Last Reported Sale Price of a share
of Common Stock on the Trading Day next succeeding the Expiration
Time, and (ii) the denominator shall be the product of the number
of shares of Common Stock outstanding (including any Purchased
Shares) at the Expiration Time and the Last Reported Sale Price
of a share of Common Stock on the Trading Day next succeeding the
Expiration Time.

Such adjustment shall become effective immediately prior
to  the  opening  of business on the day  following  the
Expiration  Time.   If  the  Company  is  obligated   to
purchase  shares pursuant to any such tender or exchange
offer,  but  the  Company  is permanently  prevented  by
applicable law from effecting any such purchases or  all
such  purchases are rescinded, the Conversion Rate shall
again  be adjusted to be the Conversion Rate that  would
then  be in effect if such tender or exchange offer  had
not been made.

(g)  Upon conversion of the Notes, the Holders shall receive, in
addition to the Common Stock issuable upon such conversion, the
rights issued under any future shareholder rights plan the
Company implements (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior
to the time of conversion) unless, prior to conversion, such
rights have expired, terminated or been redeemed or exchanged in
accordance with such future shareholders rights plan.  If, and
only  if, the Holders of Notes receive rights under such
shareholder rights plan as described in the preceding sentence
upon conversion of their Notes, then no other adjustment pursuant
to this Section 7.06 shall be made in connection with such
shareholder rights plan, but an adjustment to the Conversion Rate
shall be made pursuant to Section 7.06(c) hereof upon the
separation of the rights from the Common Stock.

(h)  For purposes of this Section 7.06, the number of shares of
Common Stock at any time outstanding shall not include shares
held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.  The Company shall not pay
any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

(i)  Notwithstanding the foregoing, in no event shall the
Conversion Rate exceed the maximum conversion rate specified
under this Section 7.06(i) (the "Maximum Conversion Rate") as a
result of an adjustment pursuant to Section 7.06(d) and Section
7.06(f) hereof.  The Maximum Conversion Rate shall initially be
47.3934. The Maximum Conversion Rate is subject to the same
proportional adjustments made to the Conversion Rate pursuant to
Section 7.06(a), (b), (c) or (e) hereof.

(j)  If any adjustment or readjustment is made to the Conversion
Rate pursuant to this Section 7.06 (other than pursuant to
Section 7.06(d)), the same proportional adjustment shall be made
to the Dividend Threshold Amount; provided that the Dividend
Threshold Amount shall be decreased whenever the Conversion Rate
is increased and increased whenever the Conversion Rate is
decreased.

     Section 7.07   Calculation Methodology.  No adjustment in the
Conversion Rate need be made unless the adjustment would require
an increase or decrease of at least 1% in the Conversion Rate
then in effect, provided that any adjustment that would otherwise
be required to be made shall be carried forward and taken into
account in any subsequent adjustment.  Except as stated in this
Article VII, the Conversion Rate will not be adjusted for the
issuance of Common Stock or any securities convertible into or
exchangeable for Common Stock or carrying the right to purchase
any of the foregoing.  Any adjustments that are made shall be
carried  forward  and taken into account  in  any  subsequent
adjustment.  All calculations under Article VII, Section 7.06 and
this Section 7.07 shall be made to the nearest cent or to the
nearest 1/10,000th of a share, as the case may be.

     Section 7.08   When No Adjustment Required.  No adjustment to the
Conversion Rate need be made:

(a)  upon the issuance of any shares of Common Stock pursuant to
any present or future plan providing for the reinvestment of
dividends or interest payable on securities of the Company and
the investment of additional optional amounts in shares of Common
Stock under any plan;

(b)  upon the issuance of any shares of Common Stock or options
or rights to purchase or acquire those shares pursuant to any
present or future employee, director or consultant benefit plan
or program of or assumed by the Company or any of its
Subsidiaries;

(c)  upon the issuance of any shares of Common Stock pursuant to
any option, warrant, right, or exercisable, exchangeable or
convertible security not described in paragraph (b) above and
outstanding as of the date of this Supplemental Indenture;

(d)  for a change in the par value or no par value of the Common
Stock; or

(e)  for accrued and unpaid interest (including Additional
Amounts, if any).

     To  the  extent the Notes become convertible into  cash,
assets,  or property (other than capital stock of the Company
or  securities to which Section 7.12 applies), no  adjustment
shall  be made thereafter as to the cash, assets or property.
Interest shall not accrue on such cash.

     Section 7.09   Notice of Adjustment.  Whenever the Conversion
Rate is adjusted, the Company shall promptly mail to Holders a
notice  of the adjustment.  The Company shall file  with  the
Trustee and the Conversion Agent such notice.  The certificate
shall, absent manifest error, be conclusive evidence that the
adjustment is correct.  Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to
any such certificate except to exhibit the same to any Holder
desiring inspection thereof.

     Section 7.10   Voluntary Increase.  The Company may make such
increases in the Conversion Rate, in addition to those required
by Section 7.06, as the Board of Directors considers to be
advisable to avoid or diminish any income tax to holders of
Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.
To the extent permitted by applicable law, the Company may from
time to time increase the Conversion Rate by any amount for any
period of time if the period is at least 20 days, the increase is
irrevocable during the period and the Board of Directors shall
have made a determination that such increase would be in the best
interests of the Company, which determination shall be
conclusive.  Whenever the Conversion Rate is so increased, the
Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice of such increase.  Neither the Trustee
nor any Conversion Agent shall be under any duty or
responsibility with respect to any such notice except to exhibit
the same to any Holder desiring inspection thereof.  The Company
shall mail the notice at least 15 days before the date the
increased Conversion Rate takes affect.  The notice shall state
the increased Conversion Rate and the period it shall be in
effect.

     Section 7.11   Notice to Holders Prior to Certain Actions.  In
case:

(a)  The Company shall declare a dividend (or any other
distribution) on its Common Stock that would require  an
adjustment in the Conversion Rate pursuant to Section 7.06;

(b)  The Company shall authorize the granting to all or
substantially all the holders of its Common Stock of rights or
warrants to subscribe for or purchase any share of any class or
any other rights or warrants;

(c)  Of any reclassification or reorganization of the Common
Stock of the Company (other than a subdivision or combination of
its outstanding Common Stock, or a change in par value, or from
par value to no par value, or from no par value to par value), or
of any consolidation or merger to which the Company is a party
and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all
of the assets of the Company; or

(d)  Of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, the Company shall cause to be filed
with the Trustee and to be mailed to each Holder at its address
appearing on the Security Register, as promptly as possible but
in any event at least 15 days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend,
distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, or rights or
warrants are to be determined or (y) the date on which such
reclassification, reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up is expected to
become effective or occur, and the date as of which it is
expected that holders of Common Stock of record shall be entitled
to exchange their Common Stock for securities or other property
deliverable upon such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation
or winding-up.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation
or winding-up.

     Section 7.12   Effect of Reclassification, Consolidation, Merger,
Binding Share Exchange or Sale.  If any of the following events
occur, namely (a) any reclassification or change of outstanding
shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or
as  a  result  of  a  subdivision or  combination);  (b)  any
consolidation, merger, combination or binding share exchange of
the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in
exchange for such Common Stock; or (c) any sale or conveyance of
the properties and assets of the Company as, or substantially as,
an entirety to any other corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in
exchange for such Common Stock, then the Company or the successor
or purchasing corporation, as the case may be, shall execute with
the Trustee a Supplemental Indenture, providing that each Note
shall be convertible into the kind and amount of shares of stock
and  other securities or property or assets (including  cash)
receivable upon such reclassification, change, consolidation,
merger, combination, binding share exchange, sale or conveyance
by a holder of a number of shares of Common Stock issuable upon
conversion   of   such  Note  immediately   prior   to   such
reclassification, change, consolidation, merger, combination,
binding share exchange, sale or conveyance.  Such Supplemental
Indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for
in this Section 7.12.

     The  Company shall cause notice of the execution of such
Supplemental  Indenture to be mailed to each Holder,  at  its
address  appearing on the Security Register, within  20  days
after  execution  thereof.  Failure to  deliver  such  notice
shall   not   affect  the  legality  or  validity   of   such
supplemental indenture.

     The  above  provisions of this Section  shall  similarly
apply     to     successive    reclassifications,    changes,
consolidations,   mergers,   combinations,   binding    share
exchanges, sales and conveyances.

     If this Section 7.12 applies to any event or occurrence,
Section 7.06 shall not apply.

     Section 7.13   Responsibility of Trustee.  The Trustee and any
other Conversion Agent shall not at any time be under any duty or
responsibility to any Holder to either calculate the Conversion
Rate or determine whether any facts exist which may require any
adjustment of the Conversion Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or
with  respect  to the method employed, or herein  or  in  any
supplemental indenture provided to be employed, in making the
same  and  shall  be protected in relying upon  an  Officers'
Certificate with respect to the same.  The Trustee and any other
Conversion Agent shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at any time be
issued or delivered upon the conversion of any Notes and  the
Trustee and any other Conversion Agent make no representations
with respect thereto.  Subject to the provisions of Article Six
of the Base Indenture, neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company  to
issue, transfer or deliver any shares of Common Stock or stock
certificates or other securities or property or cash upon the
surrender of any Notes for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of  the
Company  contained  in  this Section.  Without  limiting  the
generality  of  the foregoing, neither the  Trustee  nor  any
Conversion Agent shall be under any responsibility to determine
the correctness of any provisions contained in any Supplemental
Indenture entered into pursuant to Article VII hereof relating
either to the kind or amount of shares of stock or securities or
property  (including  cash) receivable by  Holders  upon  the
conversion of their Notes after any event referred to in such
Section  7.12  or to any adjustment to be made  with  respect
thereto, but, subject to the provisions of Article Six of the
Base  Indenture,  may accept as conclusive  evidence  of  the
correctness of any such provisions, and shall be protected in
relying upon, the Officers' Certificate (which the Company shall
be obligated to file with the Trustee prior to the execution of
any such supplemental indenture) with respect thereto.

     Section 7.14   Simultaneous Adjustments.  In the event that
Section 7.06 requires adjustments to the Conversion Rate under
more than one of Sections 7.06(a), (b), (c), (d) or (f), and the
Record Dates for the distributions giving rise to such
adjustments shall occur on the same date, then such adjustments
shall be made by applying, first, the provisions of Section
7.06(c), second, the provisions of Section 7.06(a), third, the
provisions of Section 7.06(b), fourth, the provisions of section
7.06(d) and fifth, the provisions of Section 7.06(f).

     Section 7.15   Successive Adjustments.  After an adjustment to
the Conversion Rate under Section 7.06, any subsequent event
requiring an adjustment under Section 7.06 shall cause an
adjustment to the Conversion Rate as so adjusted.

     Section 7.16   General Considerations.  Whenever successive
adjustments to the Conversion Rate are called for pursuant to
Article VII hereof, such adjustments shall be made to the Market
Price as may be necessary or appropriate to effectuate the intent
of Article VII hereof and to avoid unjust or inequitable results
as determined in good faith by the Board of Directors.

                            ARTICLE VIII


                    Restrictions on Transfer

     Section 8.01   Transfer and Exchange.

(a)  Transfer and Exchange of Notes in Definitive Form.  In
addition to the requirements set forth in Section 305 of the Base
Indenture, Notes in definitive form that are Transfer Restricted
Securities presented or surrendered for registration of transfer
or exchange pursuant to Section 305 of the Base Indenture shall
be  accompanied  by the following additional information  and
documents, as applicable, upon which the Security Registrar may
conclusively rely:

     (i)  if such Transfer Restricted Securities are being delivered
     to the Security Registrar by a Holder for registration in the
     name of such Holder, without transfer, a certification from such
     Holder to that effect (in substantially the form of Exhibit B
     hereto); or

     (ii) if such Transfer Restricted Securities are being transferred
     (1) to a Qualified Institutional Buyer in accordance with Rule
     144A under the Securities Act or (2) pursuant to an exemption
     from registration in accordance with Rule 144 under the
     Securities Act (and based upon an opinion of counsel if the
     Company or the Trustee so requests) or (3) pursuant to an
     effective registration statement under the Securities Act, a
     certification to that effect from such Holder (in substantially
     the form of Exhibit B hereto); or

     (iii)     if such Transfer Restricted Securities are being
     transferred in reliance on and in compliance with another
     exemption from the registration requirements of the Securities
     Act, a certification to that effect from such Holder (in
     substantially the form of Exhibit B hereto) and an opinion of
     counsel to that effect if the Company or the Trustee so requests.

(b)  Transfer and Exchange of the Notes.

     (i)  The transfer and exchange of Global Notes or beneficial
     interests therein shall be effected through the Depositary, in
     accordance with Section 305 of the Base Indenture and Article
     VIII hereof (including the restrictions on transfer set forth
     therein and herein) and the rules and procedures of  the
     Depositary therefor, which shall include restrictions on transfer
     comparable to those set forth therein and herein to the extent
     required by the Securities Act.

     (ii) The transfer and exchange of Global Notes or beneficial
     interests therein for certificated notes (or vice versa) shall be
     effected through the Trustee and the Depositary, as the case may
     be, in accordance with Section 305 of the Base Indenture and
     Article VIII hereof (including the restrictions on transfer set
     forth therein and herein) and the rules and procedures of the
     Depositary therefor, which shall include restrictions on transfer
     comparable to those set forth therein and herein to the extent
     required by the Securities Act.

     Section 8.02   Legends.

(a)  Except as permitted by Section 8.02(b) hereof, each
certificate evidencing the Global Notes or certificated notes in
definitive form (and all Notes issued in exchange therefor or
substitution thereof) shall bear a legend in substantially the
following form:

          THIS  SECURITY (OR ITS PREDECESSOR) WAS  ORIGINALLY
          ISSUED  IN  A  TRANSACTION EXEMPT FROM REGISTRATION
          UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
          "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON
          STOCK  ISSUABLE UPON CONVERSION HEREOF MAY  NOT  BE
          OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  IN  THE
          ABSENCE  OF  SUCH  REGISTRATION  OR  AN  APPLICABLE
          EXEMPTION   THEREFROM.  EACH  PURCHASER   OF   THIS
          SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
          SECURITY  MAY BE RELYING ON THE EXEMPTION FROM  THE
          PROVISIONS  OF  SECTION  5 OF  THE  SECURITIES  ACT
          PROVIDED BY RULE 144A THEREUNDER.
          THE  HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT
          OF  THE  COMPANY  THAT (A) THIS  SECURITY  AND  THE
          COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE
          OFFERED,  RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
          ONLY  (I)  TO  A PERSON WHOM THE SELLER  REASONABLY
          BELIEVES  IS  A QUALIFIED INSTITUTIONAL  BUYER  (AS
          DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
          TRANSACTION MEETING THE REQUIREMENTS OF RULE  144A,
          (II)   PURSUANT  TO AN EXEMPTION FROM  REGISTRATION
          UNDER  THE  SECURITIES  ACT PROVIDED  BY  RULE  144
          THEREUNDER (IF AVAILABLE) OR (III) PURSUANT  TO  AN
          EFFECTIVE   REGISTRATION   STATEMENT   UNDER    THE
          SECURITIES ACT, IN EACH OF CASES (I) THROUGH  (III)
          IN  ACCORDANCE WITH ANY APPLICABLE SECURITIES  LAWS
          OF  ANY  STATE OF THE UNITED STATES,  AND  (B)  THE
          HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
          TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM IT OF
          THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
          THIS SECURITY AND ANY RELATED DOCUMENTATION MAY  BE
          AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
          THE  RESTRICTIONS ON AND PROCEDURES FOR RESALES AND
          OTHER  TRANSFERS OF THIS SECURITY  TO  REFLECT  ANY
          CHANGE  IN  APPLICABLE LAW OR  REGULATION  (OR  THE
          INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
          THE  RESALE  OR  TRANSFER OF RESTRICTED  SECURITIES
          GENERALLY.  THE  HOLDER OF THIS SECURITY  SHALL  BE
          DEEMED  BY THE ACCEPTANCE OF THIS SECURITY TO  HAVE
          AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
          THE  HOLDER  OF  THIS SECURITY IS SUBJECT  TO,  AND
          ENTITLED TO THE BENEFITS OF, A REGISTRATION  RIGHTS
          AGREEMENT,  DATED  AS OF OCTOBER 10,  2003  ENTERED
          INTO  BY  THE  COMPANY FOR THE BENEFIT  OF  CERTAIN
          HOLDERS OF SECURITIES FROM TIME TO TIME.
Each  certificate evidencing the Global Notes also shall bear
the  legend  specified for Global Notes in the form  of  Note
attached hereto as Exhibit A.

(b)  Upon any sale or transfer of a Transfer Restricted Security
(including any Transfer Restricted Security represented by  a
Global Note) pursuant to Rule 144 under the Securities Act or an
effective registration statement under the Securities Act, which
shall be certified to the Trustee and Security Registrar upon
which each may conclusively rely:

     (i)  in the case of any Transfer Restricted Security represented
     by a certificated note, the Security Registrar shall permit the
     Holder thereof to exchange such Transfer Restricted Security for
     a certificated note that does not bear the legend set forth in
     Section 8.02(a) hereof and rescind any restriction on the
     transfer of such Transfer Restricted Security; and

     (ii) in the case of any Transfer Restricted Security represented
     by a Global Note, such Transfer Restricted Security shall not be
     required to bear the legend set forth in Section 8.02(a) hereof
     if all other interests in such Global Note have been or are
     concurrently being sold or transferred pursuant to Rule 144 under
     the Securities Act or pursuant to an effective registration
     statement under the Securities Act.

     Section 8.03   Registration Rights Agreement.

     The  Company  shall  perform its obligations  under  the
Registration  Rights  Agreement  and  shall  comply  in   all
material  respects  with the terms and  conditions  contained
therein   including,  without  limitation,  the  payment   of
Additional Amounts.

     Section 8.04   Restriction on Common Stock Issuable Upon
Conversion.

(a)  Shares of Common Stock to be issued upon conversion of Notes
prior  to the effectiveness of a Shelf Registration Statement
shall be physically delivered in certificated form to the Holders
converting  such Notes and the certificate representing  such
shares of Common Stock shall bear the Restricted Common Stock
Legend unless removed in accordance with Section 8.04(c).

(b)  If (i) shares of Common Stock to be issued upon conversion
of Notes prior to the effectiveness of a Shelf Registration
Statement are to be registered in a name other than that of the
Holder of such Notes or (ii) shares of Common Stock represented
by a certificate bearing the Restricted Common Stock Legend are
transferred subsequently by such Holder, then, unless the Shelf
Registration Statement has become effective and such shares are
being transferred pursuant to the Shelf Registration Statement,
the Holder must deliver to the transfer agent for the Common
Stock and to the Company a certificate in substantially the form
of Exhibit H as to compliance with the restrictions on transfer
applicable to such shares of Common Stock and neither the
transfer agent nor the registrar for the Common Stock shall be
required to register any transfer of such Common Stock not so
accompanied by a properly completed certificate.

(c)  Except in connection with a Shelf Registration Statement, if
certificates representing shares of Common Stock are issued upon
the registration of transfer, exchange or replacement of any
other certificate representing shares of Common Stock bearing the
Restricted Common Stock Legend, or if a request is made to remove
such Restricted Common Stock Legend from certificates
representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted
Common Stock Legend shall not be removed, as the case may be,
unless there is delivered to the Company such reasonably
satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act of 1933, may
include an opinion of counsel, as may be reasonably required by
the Company, that neither the legend nor the restrictions on
transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A or Rule 144 under
the Securities Act of 1933 and that such shares of Common Stock
are securities that are not "restricted" within the meaning of
Rule 144 under the Securities Act of 1933.  Upon provision to the
Company of such reasonably satisfactory evidence, the Company
shall cause the transfer agent for the Common Stock to
countersign and deliver certificates representing shares of
Common Stock that do not bear the legend.

     Section 8.05   Delivery of Certain Information.  At any time when
the Company is not subject to Section 13 or 15(d) of the Exchange
Act, upon the request of a Holder or any beneficial holder of
Notes or shares of Common Stock issued upon conversion thereof,
the Company will promptly furnish or cause to be furnished Rule
144A  Information (as defined below) to such  Holder  or  any
beneficial holder of Notes or holder of shares of Common Stock
issued upon conversion of Notes, or to a prospective purchaser of
any such security designated by any such holder, as the case may
be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with
the resale of any such security.  "Rule 144A Information" shall
be such information as is specified pursuant to Rule 144A(d)(4)
under the Securities Act.

                           ARTICLE IX

                Remedies; Modification and Waiver

     Section 9.01   Additional Events of Default; Acceleration of
Maturity.   Solely with respect to the Notes  issued  hereby,
Section 501(a) of the Base Indenture is hereby deleted in its
entirety, and the following is substituted in lieu thereof as an
Event of Default in addition to the other events set forth in
Section 501 of the Base Indenture:

     "(a)  default  in the payment of any interest  upon
     any   Security  of  that  series,  including  Additional
     Amounts,  if  any, when it becomes due and payable,  and
     continuance of such default for a period of 30 days;"

     Section 9.02   Modification and Waiver.

(a)  In addition to those matters set forth in Section 902 of the
Base Indenture (including the terms and conditions of the Notes
set forth herein), and solely with respect to the Notes issued
hereby, no amendment or Supplemental Indenture shall without the
consent of the Holder of each Note affected thereby:

     (i)  Reduce the Redemption Price, Purchase Price or Fundamental
     Change Purchase Price of the Notes; or

     (ii) Alter the manner of calculation or rate of Additional
     Amounts payable on any Note or extend the time for payment of any
     such amount.

The  references to "interest" in Sections 513(1) and 1001  of
the Base Indenture shall include Additional Amounts, if any.

(b)  Amendments to the Base Indenture.  The following amendments
apply to the Notes issued hereby and all other Securities issued
under the Base Indenture from and after the date of this Fifth
Supplemental Indenture, including the Company's 7.25%  Senior
Notes due 2013.

     (i)  The first paragraph of Section 502 of the Base Indenture is
     hereby deleted in its entirety and replaced with the following
     paragraph:

          "If  an Event of Default with respect to Securities
          of any series at the time Outstanding occurs and is
          continuing, other than under clause (6) or  (7)  of
          Section 501, then in every such case the Trustee or
          the  Holders  of  not less than  25%  in  principal
          amount of the Outstanding Securities of that series
          may  declare  the  principal  amount  (or,  if  the
          Securities  of  that  series  are  Original   Issue
          Discount  Securities, such portion of the principal
          amount  as  may be specified in the terms  of  that
          series) of all of the Securities of that series  to
          be  due  and  payable immediately, by a  notice  in
          writing to the Company (and to the Trustee if given
          by  Holders),  and  upon any such declaration  such
          principal amount (or specified amount) shall become
          immediately  due  and  payable.   If  an  Event  of
          Default  specified in clause (6) or (7) of  Section
          501 occurs with respect to Securities of any series
          at  the  time Outstanding, all unpaid principal  of
          and  accrued interest on the Outstanding Securities
          of  that  series  shall ipso facto  become  and  be
          immediately due and payable without any declaration
          or  other  act  on the part of the Trustee  or  any
          Holder of any Security of that series."

     (ii) The following paragraph is added to the end of Section 301
     of the Base Indenture:

          "All Securities of any series need not be issued at
          the same time and, unless otherwise so provided,  a
          series  may  be reopened for issuance of additional
          Securities of such series."

                            ARTICLE X

                    Miscellaneous Provisions

     Section 10.01  The Indenture, as supplemented and amended by this
Fifth Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.

     Section 10.02  This Fifth Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one
and the same instrument.

     Section 10.03  THIS FIFTH SUPPLEMENTAL INDENTURE AND EACH NOTE
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE
OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAW).

     Section 10.04  If any provision in this Fifth Supplemental
Indenture limits, qualifies or conflicts with another provision
hereof which is required to be included herein by any provisions
of the Trust Indenture Act, such required provision shall
control.

     Section 10.05  In case any provision in this Fifth Supplemental
Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

     Section 10.06  The recitals contained herein shall be taken as
the  statements  of the Company, and the Trustee  assumes  no
responsibility for their correctness.  The Trustee  makes  no
representations as to the validity or sufficiency of this Fifth
Supplemental Indenture.


     IN  WITNESS WHEREOF, the parties hereto have caused this
Fifth  Supplemental Indenture to be duly executed, as of  the
day and year first written above.

                                EASTMAN KODAK COMPANY



                                By:
                                   Name: Daniel A. Carp
                                   Title:Chairman of the
                                        Board and
                                        Chief Executive
                                        Officer

Attest:




Name:
Title:



(SEAL)

                                THE BANK OF NEW YORK, as
                                Trustee



                                By:
                                   Name:
                                   Title:



(SEAL)

                            Exhibit A

                     [FORM OF FACE OF NOTE]

                                                [Global Note]
                                          [Certificated Note]

[IF THIS SECURITY IS TO BE A GLOBAL NOTE -] THIS SECURITY  IS
A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF  THE  INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE  NAME  OF  A
DEPOSITARY  OR  A NOMINEE OF A DEPOSITARY. THIS  SECURITY  IS
EXCHANGEABLE  FOR  SECURITIES REGISTERED IN  THE  NAME  OF  A
PERSON  OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN  THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY  NOT
BE  TRANSFERRED  EXCEPT AS A WHOLE BY  THE  DEPOSITARY  TO  A
NOMINEE  OF  THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.

[For as long as this Global Security is deposited with or  on
behalf  of  The  Depository Trust Company it shall  bear  the
following  legend.]  Unless this certificate is presented  by
an authorized representative of The Depository Trust Company,
a  New York corporation ("DTC"), to Eastman Kodak Company  or
its agent for registration of transfer, exchange, or payment,
and  any certificate issued is registered in the name of Cede
&  Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede &  Co.
or  to  such  other entity as is requested by  an  authorized
representative of DTC), ANY TRANSFER, PLEDGE,  OR  OTHER  USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co.,  has  an
interest herein.

                      EASTMAN KODAK COMPANY

            3.375% Convertible Senior Notes due 2033

No. __________                                     $  __________*
                                               CUSIP No. ________

     EASTMAN KODAK COMPANY, a corporation duly organized  and
existing  under  the laws of the State of New Jersey  (herein
called  the  "Company",  which term  includes  any  successor
Person  under  the  Indenture hereinafter referred  to),  for
value received, hereby promises to pay to _______________, or
registered assigns, the principal sum of ____________________
Dollars  on October 15, 2033.  This Note shall bear  interest
as  specified on the other side of this Note.  This  Note  is
convertible and is subject to redemption at the option of the
Company and to purchase by the Company at the option  of  the
Holder as specified on the other side of this Note.

     Reference  is  hereby made to the further provisions  of
this  Note  set  forth on the reverse hereof,  which  further
provisions shall for all purposes have the same effect as if
set forth at this place.

          THIS  SECURITY (OR ITS PREDECESSOR) WAS  ORIGINALLY
          ISSUED  IN  A  TRANSACTION EXEMPT FROM REGISTRATION
          UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
          "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON
          STOCK  ISSUABLE UPON CONVERSION HEREOF MAY  NOT  BE
          OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  IN  THE
          ABSENCE  OF  SUCH  REGISTRATION  OR  AN  APPLICABLE
          EXEMPTION   THEREFROM.  EACH  PURCHASER   OF   THIS
          SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
          SECURITY  MAY BE RELYING ON THE EXEMPTION FROM  THE
          PROVISIONS  OF  SECTION  5 OF  THE  SECURITIES  ACT
          PROVIDED BY RULE 144A THEREUNDER.

          THE  HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT
          OF  THE  COMPANY  THAT (A) THIS  SECURITY  AND  THE
          COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE
          OFFERED,  RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
          ONLY  (I)  TO  A PERSON WHOM THE SELLER  REASONABLY
          BELIEVES  IS  A QUALIFIED INSTITUTIONAL  BUYER  (AS
          DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
          TRANSACTION MEETING THE REQUIREMENTS OF RULE  144A,
          (II)  PURSUANT  TO  AN EXEMPTION FROM  REGISTRATION
          UNDER  THE  SECURITIES  ACT PROVIDED  BY  RULE  144
          THEREUNDER (IF AVAILABLE) OR (III) PURSUANT  TO  AN
          EFFECTIVE   REGISTRATION   STATEMENT   UNDER    THE
          SECURITIES ACT, IN EACH OF CASES (I) THROUGH  (III)
          IN  ACCORDANCE WITH ANY APPLICABLE SECURITIES  LAWS
          OF  ANY  STATE OF THE UNITED STATES,  AND  (B)  THE
          HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
          TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM IT OF
          THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

          THE HOLDER OF THIS SECURITY AGREES THAT SUCH HOLDER
          WILL  NOT  ENGAGE IN HEDGING TRANSACTIONS INVOLVING
          THIS  SECURITY  AND THE COMMON STOCK ISSUABLE  UPON
          CONVERSION  HEREOF  UNLESS IN COMPLIANCE  WITH  THE
          SECURITIES ACT.

          THIS SECURITY AND ANY RELATED DOCUMENTATION MAY  BE
          AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
          THE  RESTRICTIONS ON AND PROCEDURES FOR RESALES AND
          OTHER  TRANSFERS OF THIS SECURITY  TO  REFLECT  ANY
          CHANGE  IN  APPLICABLE LAW OR  REGULATION  (OR  THE
          INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
          THE  RESALE  OR  TRANSFER OF RESTRICTED  SECURITIES
          GENERALLY.  THE  HOLDER OF THIS SECURITY  SHALL  BE
          DEEMED  BY THE ACCEPTANCE OF THIS SECURITY TO  HAVE
          AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

          THE  HOLDER  OF  THIS SECURITY IS SUBJECT  TO,  AND
          ENTITLED TO THE BENEFITS OF, A REGISTRATION  RIGHTS
          AGREEMENT,  DATED  AS OF OCTOBER 10,  2003  ENTERED
          INTO  BY  THE  COMPANY FOR THE BENEFIT  OF  CERTAIN
          HOLDERS OF SECURITIES FROM TIME TO TIME.

     Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof  by
manual  signature,  this Note shall not be  entitled  to  any
benefit under the Indenture or be valid or obligatory for any
purpose.

     IN   WITNESS  WHEREOF,  the  Company  has  caused   this
instrument to be duly executed under its corporate seal.

Dated:                    EASTMAN KODAK COMPANY

                          By:
                             Name:     Daniel A. Carp
                             Title:    Chairman of the Board
                                  of Directors and
                                  Chief Executive Officer
(SEAL)

Attest:




Name:
Title:

            (Trustee's Certificate of Authentication)

     This  is  one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

                                THE BANK OF NEW YORK,
                                As Trustee

Date of Authentication:  ______________

                                By:
                                    Authorized Signatory

                 [FORM OF REVERSE SIDE OF NOTE]

                      EASTMAN KODAK COMPANY

            3.375% CONVERTIBLE SENIOR NOTES DUE 2033

1.   INTEREST

     This  Note  shall bear interest at a rate of 3.375%  per
year  on the principal hereof, from October 10, 2003 or  from
the  most recent Interest Payment Date (as defined below)  to
which  payment  has been made or duly provided  for,  payable
semiannually in arrears on April 15 and October  15  of  each
year,  beginning  April 15, 2004 (each an  "Interest  Payment
Date") to the persons in whose names the Notes are registered
at the close of business on the April 1 and October 1 (each a
"Regular  Record Date") (whether or not a Business  Day),  as
the  case may be, immediately preceding such Interest Payment
Date.  The amount of interest payable for any period shall be
computed  on  the  basis of a 360-day year of  twelve  30-day
months. The amount of interest payable for any partial period
shall be computed on the basis of a 360-day year of twelve 30-
day months and the days elapsed in any partial month.

     Holders  of Notes at the close of business on a  Regular
Record  Date will receive payment of interest payable on  the
corresponding  Interest  Payment  Date  notwithstanding   the
conversion  of  such  Notes at any time after  the  close  of
business on such Regular Record Date.  Notes surrendered  for
conversion  by a Holder during the period from the  close  of
business  on  any  Regular Record  Date  to  the  opening  of
business  on the immediately following Interest Payment  Date
must  be  accompanied by payment of an amount  equal  to  the
interest  that  the  Holder  is  to  receive  on  the  Notes;
provided, however, that no such payment need be made  if  (1)
the  Company has specified a Redemption Date that is after  a
Regular  Record  Date  and  on or prior  to  the  immediately
following   Interest  Payment  Date,  (2)  the  Company   has
specified a Purchase Date following a Fundamental Change that
is  during such period or (3) any overdue interest exists  at
the  time  of  conversion with respect to such Notes  to  the
extent  of  such overdue interest.  The Holders of the  Notes
and  any  Common Stock issuable upon conversion thereof  will
continue  to  be  entitled to receive Additional  Amounts  in
accordance with the Registration Rights Agreement.

     If the principal hereof or any portion of such principal
is  not  paid when due (whether upon acceleration,  upon  the
date  set  for  payment of the Redemption Price  pursuant  to
paragraph  5  hereof,  upon the date set  for  payment  of  a
Purchase  Price or Fundamental Change Purchase Price pursuant
to  paragraph  7 hereof or upon the Stated Maturity  of  this
Note)  or  if  interest due hereon or  any  portion  of  such
interest  is  not  paid  when due  in  accordance  with  this
paragraph or paragraph 9 hereof, then in each such  case  the
overdue amount shall bear interest at the rate of 3.375%  per
annum,  compounded  semiannually  (to  the  extent  that  the
payment of such interest shall be legally enforceable), which
interest  shall accrue from the date such overdue amount  was
due  to  the date payment of such amount, including  interest
thereon,  has  been  made  or duly provided  for.   All  such
interest shall be payable on demand.

2.   METHOD OF PAYMENT

     Payment  of the principal of (and premium, if  any)  and
any  such interest on this Note will be made at the Corporate
Trust Office of the Trustee,  in such coin or currency of the
United  States of America as at the time of payment is  legal
tender  for  payment of public and private  debts;  provided,
however,  that  at  the  option of  the  Company  payment  of
interest  may be made (i) by check mailed to the  address  of
the  Person entitled thereto as such address shall appear  in
the Security Register or (ii) by wire transfer in immediately
available funds at such place and to such account as  may  be
designated  in  writing  by the Person  entitled  thereto  as
specified in the Security Register.

3.   PAYING AGENT, CONVERSION AGENT AND SECURITY REGISTRAR

     Initially,  the  Trustee  shall  act  as  Paying  Agent,
Conversion  Agent and Security Registrar.   The  Company  may
appoint  and  change  any  Paying  Agent,  Conversion  Agent,
Security Registrar or co-registrar or approve a change in the
office  through  which any Paying Agent or  Conversion  Agent
acts  without notice, other than notice to the Trustee.   The
Company or any of its Subsidiaries or any of their Affiliates
may act as Paying Agent, Conversion Agent, Security Registrar
or co-registrar.

4.   INDENTURE

     This  Note  is  one  of  a  duly  authorized  issue   of
securities of the Company, issued and to be issued in one  or
more  series under an Indenture, dated as of January 1, 1988,
as  supplemented by the First Supplemental Indenture thereto,
dated  as  of  September  6, 1991,  the  Second  Supplemental
Indenture thereto, dated as of September 20, 1991, the  Third
Supplemental Indenture thereto, dated as of January 26,  1993
and  the Fourth Supplemental Indenture thereto, dated  as  of
March 1, 1993 (the "Base Indenture"), as supplemented by  the
Fifth Supplemental Indenture thereto, dated as of October 10,
2003  (the  "Supplemental Indenture" and, together  with  the
Base Indenture, the "Indenture"), between the Company and the
Trustee.   Capitalized  terms used  herein  and  not  defined
herein  have the meanings ascribed thereto in the  Indenture.
Reference is hereby made to the Indenture for a statement  of
the  respective rights thereunder of the Company, the Trustee
and the Holders and the terms upon which the Notes are to  be
authenticated  and  delivered.   The  terms,  conditions  and
provisions  of  the Notes are those stated in the  Indenture,
those  made part of the Indenture by reference to  the  Trust
Indenture Act of 1939, as amended, and those set forth in the
Notes.

     The  Notes  are  general unsecured  obligations  of  the
Company limited to $575,000,000 aggregate principal amount.

5.   REDEMPTION AT THE OPTION OF THE COMPANY

     No  sinking fund is provided for the Notes.   The  Notes
are redeemable for cash at any time in whole, or from time to
time  in part, on or after October 15, 2010 at the option  of
the  Company at a redemption price ("Redemption Price") equal
to  100%  of the principal amount of the Notes to be redeemed
plus  any  accrued and unpaid interest (including  Additional
Amounts, if any) to, but excluding, the Redemption Date.

6.   NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

     Notice of redemption at the option of the Company  shall
be mailed at least 30 days but not more than 60 days before a
Redemption  Date to the Trustee, the Paying  Agent  and  each
Holder  of  Notes  to be redeemed at the Holder's  registered
address.  If money sufficient to pay the Redemption Price  of
all  Notes  (or  portions thereof)  to  be  redeemed  on  the
Redemption Date is deposited with the Paying Agent  prior  to
or  on the Redemption Date, on and after the Redemption  Date
interest  (including Additional Amounts,  if  any),  if  any,
shall  cease  to  accrue on such Notes or  portions  thereof.
Notes  in  denominations larger than $1,000 principal  amount
may  be  redeemed in part but only in integral  multiples  of
$1,000 principal amount.

7.   PURCHASE  BY  THE COMPANY AT THE OPTION OF  THE  HOLDER;
     PURCHASE AT THE OPTION OF THE HOLDER UPON A FUNDAMENTAL CHANGE

     (a)    Subject  to  the  terms  and  conditions  of  the
Indenture,  a  Holder shall have the option  to  require  the
Company  to purchase all or any portion of the Notes held  by
such   Holder  on  October  15,  2010,  October   15,   2013,
October  15,  2018,  October 15, 2023 and  October  15,  2028
(each,  a "Purchase Date") at a purchase price (the "Purchase
Price") equal to 100% of the principal amount of the Notes to
be  purchased plus any accrued and unpaid interest (including
Additional Amounts, if any) to, but excluding, such  Purchase
Date,  upon  delivery  of a Purchase  Notice  containing  the
information set forth in the Indenture, from the  opening  of
business on the date that is 20 Business Days prior  to  such
Purchase Date until the close of business on the Business Day
prior to such Purchase Date and upon delivery of the Notes to
the Paying Agent by the Holder as set forth in the Indenture.
The Company will pay the Purchase Price in cash.

     Notes  in  denominations larger  than  $1,000  principal
amount  may  be  purchased  in part,  but  only  in  integral
multiples of $1,000 principal amount.

     (b)   If  a  Fundamental Change shall occur at any  time
prior to the Maturity Date, each Holder shall have the right,
at  such  Holder's  option  and  subject  to  the  terms  and
conditions  of  the  Indenture, to  require  the  Company  to
purchase  all  of such Holder's Notes or any portion  of  the
principal  amount  thereof that is  equal  to  $1,000  or  an
integral multiple of $1,000 on the day that is 35 days  after
the  date  of  the  Company Notice of the occurrence  of  the
Fundamental  Change  (subject to  extension  to  comply  with
applicable law) for a Fundamental Change Purchase Price equal
to  100%  of  the  principal amount of Notes  purchased  plus
accrued and unpaid interest (including Additional Amounts, if
any) to, but excluding, the Fundamental Change Purchase Date,
which Fundamental Change Purchase Price shall be paid by  the
Company in cash, as set forth in the Indenture.

     (c)   Holders  have the right to withdraw  any  Purchase
Notice or Fundamental Change Purchase Notice, as the case may
be,  by  delivery to the Paying Agent of a written notice  of
withdrawal   in  accordance  with  the  provisions   of   the
Indenture.

     (d)   If  cash  sufficient to pay a  Fundamental  Change
Purchase Price or Purchase Price, as the case may be, of  all
Notes  or portions thereof to be purchased as of the Purchase
Date or the Fundamental Change Purchase Date, as the case may
be,  is  deposited with the Paying Agent on the Business  Day
following  the  Purchase  Date  or  the  Fundamental   Change
Purchase  Date,  as  the  case may  be,  interest  (including
Additional  Amounts, if any) shall cease to  accrue  on  such
Notes  (or portions thereof) on and after such date, and  the
Holder thereof shall have no other rights as such (other than
the right to receive the Purchase Price or Fundamental Change
Purchase  Price, as the case may be, upon surrender  of  such
Note).

8.   CONVERSION

     Subject to the procedures set forth in the Indenture,  a
Holder  may convert Notes into Common Stock, in whole  or  in
part  (but  only those called for redemption in the  case  of
paragraph 8(e) below), on or before the close of business  on
October 15, 2033 during the periods and upon satisfaction  of
at least one of the conditions set forth below:

          (a)   in any calendar quarter (and only during such
     calendar  quarter), beginning with the calendar  quarter
     ending  March 31, 2004, if the Last Reported Sale  Price
     for Common Stock for at least 20 Trading Days during the
     period of 30 consecutive Trading Days ending on the last
     Trading  Day of the previous calendar quarter is greater
     than  or equal to 120% of the Conversion Price per share
     of Common Stock on such last Trading Day;

          (b)   during  any  period in which either  (A)  the
     credit rating assigned to the Notes by Moody's Investors
     Service, Inc. is lower than Ba2 or (B) the credit rating
     assigned  to  the  Notes  by  Standard  &  Poors  Rating
     Services is lower than BB;

          (c)  during any period in which the Notes no longer
     are  assigned credit ratings by at least one of  Moody's
     Investors  Services, Inc. and Standard & Poor's  Ratings
     Services or their successors;

          (d)  during any five consecutive Trading Day period
     following any 10 consecutive Trading Day period in which
     (1)  the  Trading Price of a Note for each day  of  such
     period  was less than 105% of the Conversion Value,  and
     (2) the Conversion Value for each day of such period was
     less than 95% of the principal amount of a Note;

          (e)   in the event that the Company issues a notice
     pursuant to Section 1102 of the Base Indenture  that  it
     intends  to call the Notes for redemption, at  any  time
     prior  to  the close of business on the second  Business
     Day  immediately preceding the Redemption Date (but only
     those Notes called for redemption may be converted); or

          (f)    the   Company   becomes   a   party   to   a
     consolidation, merger or binding share exchange pursuant
     to  which the Common Stock would be converted into cash,
     property  or  securities, in which  case  a  Holder  may
     surrender  Notes  for conversion at any  time  from  and
     after the date which is 15 days prior to the anticipated
     effective  date for the transaction until 15 days  after
     the  actual effective date of such transaction  (or  the
     close  of  business  of  the  Business  Day  immediately
     preceding  the date on which the Company announces  that
     the  transaction  will  not  take  place)  and,  at  the
     effective time of the transaction, the right to  convert
     a Note into shares of Common Stock shall be changed into
     a right to convert such Note into the kind and amount of
     cash,  property or securities of the Company or  another
     person that the Holder would have received if the Holder
     had   converted  the  Note  immediately  prior  to   the
     transaction  as set forth in Section 7.12 of  the  Fifth
     Supplemental Indenture; or

          (g)   the Company elects to (i) distribute  to  all
     holders  of  Common  Stock assets,  debt  securities  or
     rights  to  purchase  securities of the  Company,  which
     distribution has a per share value as determined by  the
     Board  of  Directors exceeding 5% of the  Last  Reported
     Sale Price of a share of Common Stock on the Trading Day
     immediately  preceding  the declaration  date  for  such
     distribution,  or  (ii) distribute  to  all  holders  of
     Common  Stock rights entitling them to purchase,  for  a
     period  expiring within 60 days after the date  of  such
     distribution,  shares of Common Stock at less  than  the
     Last  Reported Sale Price of Common Stock on the Trading
     Day  immediately preceding the declaration date  of  the
     distribution.  In the case of the foregoing clauses  (i)
     and  (ii), the Company must notify the Holders at  least
     20  Business Days immediately prior to the ex  date  for
     such  distribution.   Once the Company  has  given  such
     notice,   Holders   may  surrender   their   Notes   for
     conversion, in whole or in part, at any time  thereafter
     until  the  earlier  of the close  of  business  on  the
     Business  Day immediately prior to the ex date  and  the
     date   of   the   Company's   announcement   that   such
     distribution  will  not take place;  provided,  however,
     that a Holder may not exercise this right to convert  if
     the  Holder may participate in the distribution  without
     conversion.   As used herein, the term "ex  date,"  when
     used with respect to any issuance or distribution, shall
     mean  the  first date on which the Common  Stock  trades
     regular  way on such exchange or in such market  without
     the right to receive such issuance or distribution.

     Notes  in  respect  of which a Holder  has  delivered  a
notice  of  exercise of the option to require the Company  to
purchase  such  Notes pursuant to Articles IV  or  V  of  the
Supplemental Indenture may be converted only if the notice of
exercise  is  withdrawn in accordance with the terms  of  the
Supplemental Indenture.

     The  initial Conversion Rate is 32.2373 shares of Common
Stock  per $1,000 principal amount, subject to adjustment  in
certain events described in the Indenture.  The Company shall
deliver  cash or a check in lieu of any fractional  share  of
Common Stock.

     Holders  of Notes at the close of business on a  Regular
Record  Date will receive payment of interest payable on  the
corresponding  Interest  Payment  Date  notwithstanding   the
conversion  of  such  Notes at any time after  the  close  of
business on such Regular Record Date.  Notes surrendered  for
conversion  by a Holder during the period from the  close  of
business  on  any  Regular Record  Date  to  the  opening  of
business  on the immediately following Interest Payment  Date
must  be  accompanied by payment of an amount  equal  to  the
interest  that  the  Holder  is  to  receive  on  the  Notes;
provided, however, that no such payment need be made  if  (1)
the  Company has specified a Redemption Date that is after  a
Regular  Record  Date  and  on or prior  to  the  immediately
following   Interest  Payment  Date,  (2)  the  Company   has
specified a Purchase Date following a Fundamental Change that
is  during such period or (3) any overdue interest exists  at
the  time  of  conversion with respect to such Notes  to  the
extent  of  such overdue interest.  The Holders of the  Notes
and  any  Common Stock issuable upon conversion thereof  will
continue  to  be  entitled to receive Additional  Amounts  in
accordance with the Registration Rights Agreement.

     To  convert  the  Notes a Holder must (1)  complete  and
manually  sign the irrevocable conversion notice on the  back
of  the  Notes (or complete and manually sign a facsimile  of
such  notice) and deliver such notice to the Conversion Agent
at  the  office maintained by the Conversion Agent  for  such
purpose, (2) surrender the Notes to the Conversion Agent, (3)
furnish  appropriate endorsements and transfer  documents  if
required by the Conversion Agent, the Company or the  Trustee
and (4) pay any transfer or similar tax, if required.

     A  Holder may convert a portion of the Notes only if the
principal  amount of such portion is $1,000 or a multiple  of
$1,000.  No payment or adjustment shall be made for dividends
on  the Common Stock except as provided in the Indenture.  On
conversion  of the Notes, that portion of accrued and  unpaid
interest  attributable to the period from the Original  Issue
Date  to  the  Conversion Date with respect to the  converted
portion  of the Notes shall not be canceled, extinguished  or
forfeited, but rather shall be deemed to be paid in  full  to
the  Holder thereof through the delivery of the Common  Stock
(together with any cash payment in lieu of fractional shares)
in  exchange  for  the portion of the Notes  being  converted
pursuant  to the terms hereof; and the Fair Market  Value  of
such  shares  of Common Stock (together with  any  such  cash
payment  in  lieu of fractional shares) shall be  treated  as
issued, to the extent thereof, first in exchange for interest
accrued  and  unpaid  through the Conversion  Date,  and  the
balance,  if  any, of such Fair Market Value of  such  Common
Stock  (and any such cash payment) shall be treated as issued
in  exchange  for  the principal amount of  the  Notes  being
converted pursuant to the provisions hereof.  Notwithstanding
the conversion of any Notes, the Holders of the Notes and any
Common  Stock issuable upon conversion thereof will  continue
to  be  entitled to receive Additional Amounts in  accordance
with the Registration Rights Agreement.

9.   DEFAULTED INTEREST

     Except as otherwise specified with respect to the Notes,
any  Defaulted Interest on any Note shall forthwith cease  to
be  payable to the registered Holder thereof on the  relevant
Regular Record Date or accrual date, as the case may  be,  by
virtue  of  having  been  such  Holder,  and  such  Defaulted
Interest  may  be  paid by the Company  as  provided  for  in
Section 2.04 of the Supplemental Indenture.

10.  DENOMINATIONS; TRANSFER; EXCHANGE

     The  Notes  are in registered form, without coupons,  in
denominations  of  $1,000 principal amount and  multiples  of
$1,000.  A Holder may transfer or convert Notes in accordance
with  the  Indenture.  The Security Registrar may  require  a
Holder,   among   other   things,  to   furnish   appropriate
endorsements and transfer documents and to pay any taxes  and
fees  required by law or permitted by the Indenture.  In  the
event  of  any  redemption or purchase in part, the  Security
Registrar  need not register the transfer of or exchange  any
Notes selected for redemption (except, in the case of a  Note
to  be  redeemed in part, the portion of the Note not  to  be
redeemed) or any Notes in respect of which a Purchase  Notice
or  Fundamental Change Purchase Notice has been given and not
withdrawn  (except, in the case of a Note to be purchased  in
part,  the  portion of the Note not to be  purchased)  for  a
period  of 15 days before the mailing of a Redemption Notice,
Purchase Notice or Fundamental Change Purchase Notice.

11.  PERSONS DEEMED OWNERS

     The registered Holder of this Note may be treated as the
owner of this Note for all purposes.

12.  UNCLAIMED MONEY OR PROPERTY

     The  Trustee  and the Paying Agent shall return  to  the
Company  upon written request any money or property  held  by
them  for the payment of any amount with respect to the Notes
that remains unclaimed for two years, provided, however, that
the  Trustee  or such Paying Agent, before being required  to
make  any  such return, shall at the expense of  the  Company
cause  to  be  published  once  in  a  newspaper  of  general
circulation  in  The City of New York or mail  to  each  such
Holder  notice that such money or property remains  unclaimed
and that, after a date specified therein, which shall not  be
less  than  30  days  from the date of  such  publication  or
mailing, any unclaimed money or property then remaining shall
be  returned  to the Company.  After return to  the  Company,
Holders  entitled to the money or property must look  to  the
Company for payment as general creditors unless an applicable
abandoned property law designates another Person.

13.  AMENDMENT; WAIVER

     Subject   to  certain  exceptions  set  forth   in   the
Indenture, (i) the Indenture or the Notes may be amended with
the written consent of the Holders of at least a majority  in
aggregate  principal  amount  of  the  Notes  at   the   time
Outstanding  and (ii) certain defaults or noncompliance  with
certain provisions may be waived with the written consent  of
the  Holders of a majority in aggregate principal  amount  of
the  Notes  at  the time Outstanding.  The Indenture  or  the
Notes may be amended without the consent of any Holders under
circumstances set forth in Section 901 of the Base Indenture.
Any  such consent or waiver by the Holder of this Note  shall
be  conclusive  and  binding upon such Holder  and  upon  all
future  Holders of this Note and of any Note issued upon  the
registration of transfer hereof or in exchange herefor or  in
lieu  hereof,  whether or not notation  of  such  consent  or
waiver is made upon this Note.

14.  DEFAULTS AND REMEDIES

     If  an  Event  of Default occurs and is continuing,  the
Trustee,  or  the  Holders  of  at  least  25%  in  aggregate
principal  amount  of the Notes at the time outstanding,  may
declare  the principal amount of all the Notes to be due  and
payable   immediately.   Certain  events  of  bankruptcy   or
insolvency  are Events of Default which shall result  in  the
principal  amount of, and any accrued and unpaid interest  on
(including  Additional Amounts, if any), the  Notes  becoming
due  and  payable  immediately upon the  occurrence  of  such
Events of Default.

     Events of Default in respect of the Notes are set  forth
in Section 9.01 of the Supplemental Indenture and Section 501
of the Base Indenture.  Holders may not enforce the Indenture
or  the  Notes  except  as provided in  the  Indenture.   The
Trustee  may  refuse to enforce the Indenture  or  the  Notes
unless it receives reasonable indemnity or security.  Subject
to certain limitations, conditions and exceptions, Holders of
a  majority in aggregate principal amount of the Notes at the
time  Outstanding may direct the Trustee in its  exercise  of
any  trust or power, including the annulment of a declaration
of  acceleration.   The  Trustee may  withhold  from  Holders
notice of any continuing default (except a default in payment
on  any Notes) if it determines that withholding notice is in
their interests.

15.  CONSOLIDATION, MERGER, AND SALE OF ASSETS

     In  the  event of a consolidation, merger,  or  sale  of
assets to convey, transfer or lease all or substantially  all
of  Company's property or assets as described in Article VIII
of  the  Base  Indenture, the successor  corporation  to  the
Company  shall succeed to and be substituted for the Company,
and  may exercise the Company's rights and powers under  this
Indenture, and thereafter, except in the case of a lease, the
Company  shall  be relieved of all obligations and  covenants
under the Indenture and the Notes.

16.  TRUSTEE AND AGENT DEALINGS WITH THE COMPANY

     The Trustee, Paying Agent, Conversion Agent and Security
Registrar under the Indenture, each in its individual or  any
other capacity, may become the owner or pledgee of Notes  and
may otherwise deal with and collect obligations owed to it by
the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would  have
if  it  were not Trustee, Paying Agent, Conversion  Agent  or
Security Registrar.

17.  CALCULATIONS IN RESPECT OF THE NOTES

     The   Company  will  be  responsible  for   making   all
calculations  called for under the Notes.  These calculations
include, but are not limited to, determination of the  market
prices for the Common Stock, accrued interest payable on  the
Notes  and  the Conversion Price of the Notes.   The  Company
will  make  these  calculations in  good  faith  and,  absent
manifest error, these calculations will be final and  binding
on  the  Holders.  The Company will provide to  each  of  the
Trustee   and  the  Conversion  Agent  a  schedule   of   its
calculations and each of the Trustee and the Conversion Agent
is  entitled  to rely upon the accuracy of such  calculations
without  independent verification.  The Trustee will  forward
the Company's calculations to any Holder upon the request  of
such Holder.

18.  NO RECOURSE AGAINST OTHERS

     A director, officer or employee, as such, of the Company
or  any Subsidiary of the Company or any stockholder as such,
of   the  Company  shall  not  have  any  liability  for  any
obligations  of the Company under the Notes or the  Indenture
or for any claim based on, in respect of or by reason of such
obligations  or their creation.  By accepting  a  Note,  each
Holder  waives and releases all such liability.   The  waiver
and  release are part of the consideration for the  issue  of
the Notes.

19.  AUTHENTICATION

     This Note shall not be valid until an authorized officer
of  the  Trustee or Authenticating Agent manually  signs  the
Trustee's Certificate of Authentication on the other side  of
this Note.

20.  ABBREVIATIONS

     Customary  abbreviations may be used in the  name  of  a
Holder  or an assignee, such as TEN COM (=tenants in common),
TENANT  (=tenants by the entireties), JT TEN (=joint  tenants
with  right  of survivorship and not as tenants  in  common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

21.  GOVERNING LAW

     The  Indenture  and this Note shall be governed  by  and
construed  in  accordance with the laws of the State  of  New
York  without  regard to the conflicts of law rules  of  said
State.

                                                   SCHEDULE A

                     SCHEDULE OF ADJUSTMENTS

     The  initial  aggregate principal amount  of  Securities
evidenced  by  the  Certificate to  which  this  Schedule  is
attached  is _______________.  The notations on the following
table  evidence  decreases  and increases  in  the  aggregate
principal amount of Securities evidenced by such Certificate.

Date of    Decrease in    Increase in    Aggregate     Notation
Adjust-     Aggregate      Aggregate     Principal        by
 ment       Principal      Principal     Amount of     Security
            Amount of      Amount of     Securities    Registrar
           Securities     Securities     Remaining
                                         After Such
                                        Decrease or
                                          Increase

                                                    Exhibit B

        FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE
            OR REGISTRATION OF TRANSFER OF SECURITIES

Re:   3.375%  Convertible Senior Notes due  2033  of  Eastman
Kodak Company (the "Company")

     This  Certificate relates to $_____ principal amount  of
Notes  held in *______ book-entry or *______ definitive  form
by _____________________ (the "Transferor").

     The  Transferor  has  requested the Trustee  by  written
order  to  exchange or register the transfer  of  a  Note  or
Notes.

     In  connection with such request and in respect of  each
such  Note,  the  Transferor does  hereby  certify  that  the
Transferor  is  familiar  with the  Indenture,  dated  as  of
January  1,  1988, as supplemented by the First  Supplemental
Indenture thereto, dated as of September 6, 1991, the  Second
Supplemental  Indenture thereto, dated as  of  September  20,
1991,  the Third Supplemental Indenture thereto, dated as  of
January  26, 1993, the Fourth Supplemental Indenture thereto,
dated  as  of  March  1,  1993  and  the  Fifth  Supplemental
Indenture  thereto, dated as of October 10, 2003 (as  amended
or  supplemented  to  date,  the  "Indenture"),  between  the
Company and The Bank of New York (the "Trustee"), relating to
the  above-captioned Notes and that the transfer of this Note
does  not require registration under the Securities  Act  (as
defined below) because:*

           Such  Note  is being acquired for the Transferor's
own account without transfer.

           Such Note is being transferred (i) to a "qualified
institutional  buyer"  (as defined in  Rule  144A  under  the
Securities  Act of 1933, as amended (the "Securities  Act")),
in accordance with Rule 144A under the Securities Act.

           Such Note is being transferred (i) pursuant to  an
exemption from registration in accordance with Rule 144 under
the  Securities Act (and based upon an opinion of counsel  if
the  Company or the Trustee so requests) or (ii) pursuant  to
an effective registration statement under the Securities Act.

           Such Note is being transferred in reliance on  and
in  compliance  with another exemption from the  registration
requirements of the Securities Act (and based upon an opinion
of counsel if the Company or the Trustee so requests).

You  are  entitled to rely upon this certificate and you  are
irrevocably authorized to produce this certificate or a  copy
hereof to any interested party in any administrative or legal
proceeding  or official inquiry with respect to  the  matters
covered hereby.

                                [INSERT NAME OF TRANSFEROR]



                                By:
                                    Name:
                                    Title:
                                    Address:



Date:  ____________________

                                                    Exhibit C

                    FORM OF CONVERSION NOTICE

To:  Eastman Kodak Company

     The  undersigned registered holder of this  Note  hereby
exercises the option to convert this Note, or portion  hereof
(which  is  $1,000  principal amount or an integral  multiple
thereof)  designated below, for shares  of  Common  Stock  of
Eastman  Kodak Company in accordance with the  terms  of  the
Indenture  referred  to in this Note, and  directs  that  the
shares,   if   any,  issuable  and  deliverable   upon   such
conversion, together with any check for cash deliverable upon
such  conversion, and any Notes representing any  unconverted
principal  amount  hereof, be issued  and  delivered  to  the
registered  holder hereof unless a different  name  has  been
indicated below.  If shares or any portion of this  Note  not
converted are to be issued in the name of a Person other than
the undersigned, the undersigned shall pay all transfer taxes
payable with respect thereto.

     This  notice  shall  be  deemed  to  be  an  irrevocable
exercise of the option to convert this Note.

Dated:

                                               Signature(s)

                         Signature(s) must be guaranteed by a
                         commercial bank or trust company  or
                         a  member  firm  of  a  major  stock
                         exchange  if shares of Common  Stock
                         are  to  be issued, or Notes  to  be
                         delivered, other than to or  in  the
                         name of the registered holder.




                                             Signature Guarantee


Fill in for registration of shares
if
to be delivered, and Notes if to be
issued other than to and in the
name of registered holder:

                                     Principal Amount to be
(Name)                               converted (if less than
                                     all):

                                     $___________,000
(Street Address)

                                     Social Security or
(City, state and zip code)           Other Taxpayer Number

Please print name and address

                                                    Exhibit D

           FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

To:  Eastman Kodak Company

     The  undersigned registered holder of this  Note  hereby
acknowledges  receipt of a notice from Eastman Kodak  Company
(the  "Company") as to the occurrence of a Fundamental Change
with  respect  to the Company and requests and instructs  the
Company to repurchase this Note, or the portion hereof (which
is  $1,000  principal amount or a integral multiple  thereof)
designated  below,  in  accordance  with  the  terms  of  the
Supplemental Indenture referred to in this Note  and  directs
that  the check of the Company, in payment for this  Note  or
the   portion   thereof  and  any  Notes   representing   any
unrepurchased   principal  amount  hereof,  be   issued   and
delivered  to the registered holder hereof unless a different
name  has been indicated below.  If any portion of this  Note
not repurchased is to be issued in the name of a Person other
than  the undersigned, the undersigned shall pay all transfer
taxes payable with respect thereto.

Dated:
                                               Signature(s)

                         Signature(s) must be guaranteed by a
                         commercial bank or trust company  or
                         a  member  firm  of  a  major  stock
                         exchange   if  Notes   are   to   be
                         delivered  other than to or  in  the
                         name of the registered holder.


                                             Signature Guarantee

Fill  in for registration of Notes if to be issued other than
to and in the name of registered holder:


(Name)


(Street Address)


(City, state and zip code)

Please print name and address

                                        Principal  Amount  to
                                        be purchased (if less
                                        than            all):
                                        $__________,000

                                        Social  Security   or
                                        Other Taxpayer Number

                                                    Exhibit E

                     FORM OF PURCHASE NOTICE

To:  Eastman Kodak Company

     The  undersigned registered holder of this  Note  hereby
acknowledges  receipt of a notice from Eastman Kodak  Company
(the  "Company")  as to the holder's option  to  require  the
Company  to  repurchase this Note and requests and  instructs
the  Company  to repurchase this Note, or the portion  hereof
(which  is  $1,000  principal amount or an integral  multiple
thereof)  designated below, in accordance with the  terms  of
the  Supplemental  Indenture referred to  in  this  Note  and
directs  that  the check of the Company in payment  for  this
Note  or  the portion thereof and any Notes representing  any
unrepurchased   principal  amount  hereof,  be   issued   and
delivered  to the registered holder hereof unless a different
name  has been indicated below.  If any portion of this  Note
not repurchased is to be issued in the name of a Person other
than  the undersigned, the undersigned shall pay all transfer
taxes payable with respect thereto.

Dated:
                                               Signature(s)

                         Signature(s) must be guaranteed by a
                         commercial bank or trust company  or
                         a  member  firm  of  a  major  stock
                         exchange   if  Notes   are   to   be
                         delivered  other than to or  in  the
                         name of the registered holder.


                                             Signature Guarantee

Fill  in for registration of Notes if to be issued other than
to and in the name of registered holder:


(Name)


(Street Address)


(City, state and zip code)

Please print name and address

                                        Principal  Amount  to
                                        be purchased (if less
                                        than            all):
                                        $__________,000

                                        Social  Security   or
                                        Other Taxpayer Number


                                                    Exhibit F

                         ASSIGNMENT FORM

     For  value  received ___________________________  hereby
sell(s),       assign(s)      and      transfer(s)       unto



_____________________________________________________________
_________________  (Please insert social  security  or  other
Taxpayer Identification Number of assignee) the within  Note,
and       hereby       irrevocably      constitutes       and
appoints


                                                  attorney to
transfer the said Note on the books of the Company, with full
power of substitution in the premises.

Dated:
                                                  Signature(s)

                                             Signature(s)
                                             must          be
                                             guaranteed by  a
                                             commercial  bank
                                             or trust company
                                             or a member firm
                                             of a major stock
                                             exchange      if
                                             Notes are to  be
                                             delivered  other
                                             than  to  or  in
                                             the  name of the
                                             registered
                                             holder.


                                                Signature Guarantee

NOTICE:  The  above signatures of the holder(s)  hereof  must
correspond with the name as written upon the face of the Note
in  every particular without alteration or enlargement or any
change whatever.

                                                    Exhibit G

             FORM OF RESTRICTED COMMON STOCK LEGEND

          THIS  SECURITY (OR ITS PREDECESSOR) WAS  ORIGINALLY
          ISSUED  IN  A  TRANSACTION EXEMPT FROM REGISTRATION
          UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
          "SECURITIES  ACT"), AND THIS SECURITY  MAY  NOT  BE
          OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  IN  THE
          ABSENCE  OF  SUCH  REGISTRATION  OR  AN  APPLICABLE
          EXEMPTION   THEREFROM.  EACH  PURCHASER   OF   THIS
          SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
          SECURITY  MAY BE RELYING ON THE EXEMPTION FROM  THE
          PROVISIONS  OF  SECTION  5 OF  THE  SECURITIES  ACT
          PROVIDED BY RULE 144A THEREUNDER.

          THE  HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT
          OF  THE  COMPANY  THAT  (A) THIS  SECURITY  MAY  BE
          OFFERED,  RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
          ONLY  (I)  TO  A PERSON WHOM THE SELLER  REASONABLY
          BELIEVES  IS  A QUALIFIED INSTITUTIONAL  BUYER  (AS
          DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
          TRANSACTION MEETING THE REQUIREMENTS OF RULE  144A,
          (II)  PURSUANT  TO  AN EXEMPTION FROM  REGISTRATION
          UNDER  THE  SECURITIES  ACT PROVIDED  BY  RULE  144
          THEREUNDER (IF AVAILABLE) OR (III) PURSUANT  TO  AN
          EFFECTIVE   REGISTRATION   STATEMENT   UNDER    THE
          SECURITIES ACT, IN EACH OF CASES (I) THROUGH  (III)
          IN  ACCORDANCE WITH ANY APPLICABLE SECURITIES  LAWS
          OF  ANY  STATE OF THE UNITED STATES,  AND  (B)  THE
          HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
          TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM IT OF
          THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

          THIS SECURITY AND ANY RELATED DOCUMENTATION MAY  BE
          AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
          THE  RESTRICTIONS ON AND PROCEDURES FOR RESALES AND
          OTHER  TRANSFERS OF THIS SECURITY  TO  REFLECT  ANY
          CHANGE  IN  APPLICABLE LAW OR  REGULATION  (OR  THE
          INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
          THE  RESALE  OR  TRANSFER OF RESTRICTED  SECURITIES
          GENERALLY.  THE  HOLDER OF THIS SECURITY  SHALL  BE
          DEEMED  BY THE ACCEPTANCE OF THIS SECURITY TO  HAVE
          AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

          THE  HOLDER  OF  THIS SECURITY IS SUBJECT  TO,  AND
          ENTITLED TO THE BENEFITS OF, A REGISTRATION  RIGHTS
          AGREEMENT,  DATED  AS OF OCTOBER 10,  2003  ENTERED
          INTO  BY  THE  COMPANY FOR THE BENEFIT  OF  CERTAIN
          HOLDERS OF SECURITIES FROM TIME TO TIME.

                                                    Exhibit H

            FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                   OF RESTRICTED COMMON STOCK

   (Transfers pursuant to Section 8.04(b) of the Supplemental
                           Indenture)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

          Re:Eastman Kodak Company 3.375% Convertible  Senior
             Notes Due 2033 (the "Notes")

          Reference is hereby made to the Indenture, dated as
of January 1, 1988, as supplemented by the First Supplemental
Indenture thereto, dated as of September 6, 1991, the  Second
Supplemental  Indenture thereto, dated as  of  September  20,
1991,  the Third Supplemental Indenture thereto, dated as  of
January  26, 1993, the Fourth Supplemental Indenture thereto,
dated  as  of  March  1,  1993, and  the  Fifth  Supplemental
Indenture thereto, dated as of October 10, 2003, between  the
Company  and  the  Trustee (collectively,  the  "Indenture").
Capitalized terms used but not defined herein shall have  the
meanings given them in the Indenture.

          This  letter relates to _________ shares of  Common
Stock  represented  by the accompanying  certificate(s)  that
were  issued upon conversion of Notes and which are  held  in
the  name of ______________________________________ [name  of
transferor] (the "Transferor") to effect the transfer of such
Common Stock.

          In  connection with the transfer of such shares  of
Common  Stock, the undersigned confirms that such  shares  of
Common Stock are being transferred:

          CHECK ONE BOX BELOW

          (1)       [ ]  to the Company; or

          (2)       [ ]  to a "qualified institutional buyer"
                    (as   defined  in  Rule  144A  under  the
                    Securities  Act  of 1933)  in  accordance
                    with  Rule 144A under the Securities  Act
                    of 1933; or

          (3)       [ ]  pursuant  to  an  exemption  from
                    registration under the Securities Act  of
                    1933 provided by Rule 144 thereunder.

          Unless  one  of the boxes is checked, the  transfer
agent  will  refuse  to  register any  of  the  Common  Stock
evidenced by this certificate in the name of any person other
than  the registered holder thereof; provided, however,  that
if  box (2) is checked, the transfer agent may require, prior
to  registering any such transfer of the Common  Stock,  such
certifications  and  other information  as  the  Company  has
reasonably requested in writing, by delivery to the  transfer
agent  of  a standing letter of instruction, to confirm  that
such transfer is being made pursuant to an exemption from, or
in   a   transaction   not  subject  to,   the   registration
requirements of the Securities Act of 1933.

                                [Name of Transferor],



                                By:
                                   Name:
                                   Title:



Dated:


_______________________________
     *    Reference is made to Schedule A attached hereto with
respect to decreases and increases in the aggregate principal
amount of Notes evidenced by this Certificate.

     *    Fill in blank or check appropriate box, as applicable.

EX-99

                                            1
                                           Exhibit (99)


Media Contacts:
Gerard Meuchner          Anthony Sanzio
585-724-4513             585-781-5481
gerard.meuchner@kodak.com     anthony.sanzio@kodak.com

Kodak Prices $500 Million of 3.375% Convertible Senior Notes

ROCHESTER, N.Y., Oct. 8 - Eastman Kodak Company announced
that it has priced $500 million of 3.375% convertible senior
notes to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933.
  These notes, which pay interest each April and October,
have a term of 30 years, with a right by the company to call
them on or after seven years, and a right by holders to put
their notes at various times on or after seven years.
  The notes are convertible into Kodak common stock at a
price of $31.02, equal to a conversion premium of
approximately 47% based on the closing price of $21.10 on
Oct. 7.
  The terms of the offering include an option exercisable by
the initial purchasers to purchase up to an additional $75
million in aggregate principal amount of the notes.  These
notes will be senior unsecured obligations of the company.
  The proceeds from this offering will be used to repay a
portion of Kodak's commercial paper borrowings and to
partially fund Kodak's previously announced acquisition of
PracticeWorks, Inc.
  This press release does not constitute an offer to sell or
the solicitation of an offer to buy securities.  The offering
was made only to qualified institutional buyers.  The
convertible senior notes have not been registered under the
Securities Act of 1933 or state securities laws and may not
be offered or sold in the United States absent registration
or an applicable exemption from the registration
requirements.

                                #
Editor's Note:  For additional information about Kodak, visit
our web site on the Internet at www.kodak.com

2003