UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
FORM 10-Q

(Mark
One)
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2007
 
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________ to ______________

Commission file number 1-12626
 
EASTMAN CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)

Delaware
 
62-1539359
(State or other jurisdiction of
 
(I.R.S. employer
incorporation or organization)
 
identification no.)
     
200 South Wilcox Drive
   
Kingsport, Tennessee
 
37660
(Address of principal executive offices)
 
(Zip Code)
     

Registrant’s telephone number, including area code: (423) 229-2000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [X]  NO  [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one);
Large accelerated filer [X] Accelerated filer [  ] Non-accelerated filer [  ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    YES [  ]  NO  [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Number of Shares Outstanding at September 30,  2007
Common Stock, par value $0.01 per share
 
81,027,677
     

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EXHIBIT INDEX ON PAGE 52

1


TABLE OF CONTENTS

ITEM
 
PAGE

PART I.  FINANCIAL INFORMATION

1.
Financial Statements
 
     
 
3
 
4
 
5
 
6
     
2.
23
     
3.
48
     
4.
48

PART II.  OTHER INFORMATION

1.
49
     
1A.
50
     
2.
50
     
6.
50

SIGNATURES

 
51


2


UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS,
COMPREHENSIVE INCOME AND RETAINED EARNINGS

   
Third Quarter
 
First Nine Months
 (Dollars in millions, except per share amounts)
 
2007
 
2006
 
2007
 
2006
                 
Sales
$
1,813
$
1,966
$
5,503
$
5,698
Cost of sales
 
1,503
 
1,650
 
4,580
 
4,701
Gross profit
 
 310
 
 316
 
 923
 
 997
                 
Selling, general and administrative expenses
 
107
 
105
 
321
 
316
Research and development expenses
 
43
 
40
 
116
 
126
Asset impairments and restructuring charges, net
 
120
 
13
 
143
 
23
Operating earnings
 
  40
 
 158
 
 343
 
 532
                 
Interest expense, net
 
17
 
21
 
50
 
62
Other (income) charges, net
 
(9)
 
1
 
(15)
 
(2)
Earnings before income taxes
 
  32
 
 136
 
 308
 
 472
Provision for income taxes
 
12
 
41
 
106
 
158
Net earnings
$
  20
$
  95
$
 202
$
 314
                 
Earnings per share
               
Basic
$
0.24
$
1.16
$
2.41
$
3.84
Diluted
$
0.24
$
1.15
$
2.38
$
3.79
                 
Comprehensive Income
               
Net earnings
$
  20
$
 95
$
 202
$
 314
Other comprehensive income (loss)
               
Change in cumulative translation adjustment
 
21
 
(8)
 
31
 
32
Change in pension and other post employment benefits due to amortization, net of tax
 
22
 
--
 
18
 
--
Change in unrealized gains (losses) on investments, net of tax
 
--
 
--
 
1
 
(1)
Change in unrealized gains (losses) on derivative instruments, net of tax
 
(8)
 
(6)
 
(5)
 
5
Total other comprehensive income (loss)
 
  35
 
(14)
 
  45
 
  36
Comprehensive income
$
  55
$
  81
$
 247
$
 350
                 
Retained Earnings
               
Retained earnings at beginning of period
$
2,302
$
2,070
$
2,186
$
1,923
Net earnings
 
  20
 
  95
 
 202
 
 314
Adoption of accounting standards
 
--
 
--
 
8
 
--
Cash dividends declared
 
(36)
 
(36)
 
(110)
 
(108)
Retained earnings at end of period
$
2,286
$
2,129
$
2,286
$
2,129


The accompanying notes are an integral part of these consolidated financial statements.

3


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

   
September 30,
 
December 31,
(Dollars in millions, except per share amounts)
 
2007
 
2006
   
(Unaudited)
   
Assets
       
Current assets
       
Cash and cash equivalents
$
781
$
939
Trade receivables, net of allowance of $6 and $16
 
596
 
682
Miscellaneous receivables
 
69
 
72
Inventories
 
646
 
682
Other current assets
 
75
 
47
Current assets held for sale
 
130
 
--
Total current assets
 
2,297
 
2,422
         
Properties
       
Properties and equipment at cost
 
8,679
 
8,844
Less:  Accumulated depreciation
 
5,716
 
5,775
Net properties
 
2,963
 
3,069
         
Goodwill
 
321
 
314
Other noncurrent assets
 
309
 
368
Noncurrent assets held for sale
 
55
 
--
Total assets
$
5,945
$
6,173
         
Liabilities and Stockholders’ Equity
       
Current liabilities
       
Payables and other current liabilities
$
975
$
1,056
Borrowings due within one year
 
72
 
3
Current liabilities related to assets held for sale
 
27
 
--
Total current liabilities
 
1,074
 
1,059
         
Long-term borrowings
 
1,522
 
1,589
Deferred income tax liabilities
 
234
 
269
Post-employment obligations
 
985
 
1,084
Other long-term liabilities
 
133
 
143
Other long-term liabilities related to assets held for sale
 
6
 
--
Total liabilities
 
3,954
 
4,144
         
Stockholders’ equity
       
Common stock ($0.01 par value – 350,000,000 shares authorized; shares issued – 93,576,549 and 91,579,294 for 2007 and 2006, respectively)
 
1
 
1
Additional paid-in capital
 
564
 
448
Retained earnings
 
2,286
 
2,186
Accumulated other comprehensive loss
 
(129)
 
(174)
   
2,722
 
2,461
Less: Treasury stock at cost (12,631,546 shares for 2007 and 8,048,442 shares for 2006)
 
731
 
432
         
Total stockholders’ equity
 
1,991
 
2,029
         
Total liabilities and stockholders’ equity
$
5,945
$
6,173
         
The accompanying notes are an integral part of these consolidated financial statements.

4


UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

   
First Nine Months
(Dollars in millions)
 
2007
 
2006
         
Cash flows from operating activities
       
Net earnings
$
202
$
314
         
Adjustments to reconcile net earnings to net cash provided by operating activities:
       
Depreciation and amortization
 
247
 
226
Gain on sale of assets
 
(3)
 
(5)
Asset impairments
 
138
 
20
Provision (benefits) for deferred income taxes
 
(23)
 
49
Changes in operating assets and liabilities:
       
(Increase) decrease in receivables
 
22
 
(189)
(Increase) decrease in inventories
 
1
 
(134)
Increase (decrease) in trade payables
 
(63)
 
50
(Decrease) in liabilities for employee benefits and incentive pay
 
(88)
 
(60)
Other items, net
 
(22)
 
(38)
         
Net cash provided by operating activities
 
 411
 
 233
         
Cash flows from investing activities
       
Additions to properties and equipment
 
(346)
 
(279)
Proceeds from sale of assets and investments
 
43
 
12
Additions to capitalized software
 
(8)
 
(12)
Other items, net
 
12
 
--
         
Net cash (used in) investing activities
 
(299)
 
(279)
         
Cash flows from financing activities
       
Net increase in commercial paper, credit facility and other borrowings
 
42
 
33
Dividends paid to stockholders
 
(112)
 
(108)
Treasury stock purchases
 
(300)
 
--
Proceeds from stock option exercises and other items
 
100
 
25
         
Net cash (used in) financing activities
 
(270)
 
(50)
         
Effect of exchange rate changes on cash and cash equivalents
 
--
 
2
         
Net change in cash and cash equivalents
 
(158)
 
(94)
         
Cash and cash equivalents at beginning of period
 
939
 
524
         
Cash and cash equivalents at end of period
$
 781
$
 430

The accompanying notes are an integral part of these consolidated financial statements.

5


NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

ITEM
Page
   
Note 1.     Basis of Presentation
7
Note 2.     Assets Held for Sale
8
Note 3.     Inventories
9
9
10
Note 6.     Borrowings
11
11
13
Note 9.     Environmental Matters
14
Note 10.   Commitments
15
16
16
17
18
18
Note 16.   Legal Matters
21
21
Note 18.   Divestiture
22

6

  NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS       

1.  

The accompanying unaudited consolidated financial statements have been prepared by Eastman Chemical Company (the "Company" or "Eastman") in accordance and consistent with the accounting policies stated in the Company's 2006 Annual Report on Form 10-K, except as described below.   The Company adopted the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48") , on January 1, 2007.  In the opinion of the Company, all normal recurring adjustments necessary for a fair presentation have been included in the unaudited consolidated financial statements.  The unaudited consolidated financial statements are prepared in conformity with generally accepted accounting principles ("GAAP") in the United States and, of necessity, include some amounts that are based upon management estimates and judgments.  Future actual results could differ from such current estimates.  The unaudited consolidated financial statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries and joint ventures.  Eastman accounts for other joint ventures and investments in minority-owned companies where it exercises significant influence on the equity basis.  Intercompany transactions and balances are eliminated in consolidation.

The Company has reclassified certain 2006 amounts to conform to the 2007 presentation including the reclassification of segment sales and operating earnings. For additional information, see Note 15 to the Company's unaudited consolidated financial statements.
 
 
7

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

During the third quarter 2007, Eastman entered into definitive agreements to sell its polyethylene terephthalate ("PET") polymers production facilities in Mexico and Argentina and the related businesses.  The sale, which is subject to customary approvals, includes Eastman's PET manufacturing facilities in Cosoleacaque, Mexico, and Zarate, Argentina. Their production capacity is 150,000 and 185,000 metric tons per year, respectively.  The Company also recorded an impairment charge of $117 million to adjust the asset values to the expected sales price less cost to sell, resulting from the expected fourth quarter 2007 sale.  See Note 7 for additional information.

The Company has concluded that the assets, businesses and product lines being sold should not be reported as discontinued operations per Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," due to continuing involvement in the PET businesses in the region .

   
September 30,
(Dollars in millions)
 
2007
Current assets
   
Miscellaneous receivables
$
8
Trade receivables
 
81
Inventories
 
41
Total current assets held for sale
 
 130
     
Non-current assets
   
Properties and Equipment, net
 
35
Other non-current assets
 
20
Total non-current assets held for sale
 
  55
Total assets
$
 185
     
Current liabilities
   
Payables and other current liabilities, net
$
27
Total current liabilities held for sale
 
  27
     
Non-current liabilities
   
Deferred tax liability
 
6
Total non-current liabilities held for sale
 
   6
Total liabilities
$
  33
 
8

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS       
3.  
 
 
September 30,
 
December 31,
(Dollars in millions)
2007
 
2006
       
At FIFO or average cost (approximates current cost)
     
Finished goods
$
632
$
660
Work in process
191
 
206
Raw materials and supplies
304
 
280
Total inventories
1,127
 
1,146
LIFO Reserve
(481)
 
(464)
Inventories before assets held for sale
 
 646
 
 682
Inventories related to assets held for sale (1)
 
41
 
--
Total inventories
$
 687
$
 682

(1)   
For more information regarding assets held for sale, see Note 2 to the Company's unaudited consolidated financial statements .

Inventories valued on the LIFO method were approximately 70% as of September 30, 2007 and 65% as of December 31, 2006 of total inventories.

 
   
September 30,
 
December 31,
(Dollars in millions)
 
2007
 
2006
         
Trade creditors
$
510
$
581
Accrued payrolls, vacation, and variable-incentive compensation
 
125
 
126
Accrued taxes
 
26
 
59
Post-employment obligations
 
60
 
63
Interest payable
 
26
 
31
Bank overdrafts
 
64
 
11
Other
 
164
 
185
Payables and other current liabilities before assets held for sale
 
975
 
1,056
Current liabilities related to assets held for sale (1)
 
27
 
--
Total payables and other current liabilities
$
1,002
$
1,056

 
(1)      For more information regarding assets held for sale, see Note 2 to the Company's unaudited consolidated financial statements .

9


  NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



 
Third Quarter
First Nine Months
(Dollars in millions)
2007
 
2006
 
2007
 
2006
               
Provision for
income taxes
$
12
$
41
$
106
$
158
Effective tax rate
 
40 %
 
30 %
 
35 %
 
34 %

The third quarter and first nine months 2007 effective tax rates reflect the Company's normal tax rate on reported operating earnings before income tax, excluding discrete items, of approximately 34 percent.  The third quarter 2007 effective tax rate was negatively impacted by tax law changes in Europe due to German tax law changes resulting in a reduction in the value of deferred tax assets.  The third quarter 2006 effective tax rate was positively impacted by the reversal of foreign loss valuation allowances.

The Company adopted the provisions of FIN 48 on January 1, 2007.  As a result of the implementation of FIN 48 and reliance on the FASB Staff Position No. FIN 48-a, " Definition of Settlement in FASB Interpretation No. 48 ," the Company recognized a decrease of approximately $3 million in the liability for unrecognized tax benefits, which was accounted for as a $8 million increase to the January 1, 2007 balance of retained earnings and a $5 million decrease in long-term deferred tax liabilities. After the above decrease, the liability for unrecognized tax benefits was approximately $31 million, of which $26 million would, if recognized, impact the Company's effective tax rate.

Interest and penalties, net, related to unrecognized tax benefits are recorded as a component of income tax expense.  As of January 1, 2007 the Company had accrued approximately $3 million for interest, net of tax benefit and had no accrual for tax penalties.  During the third quarter and first nine months 2007, the Company recognized an immaterial amount of interest associated with unrecognized tax benefits.

The Company or one of its subsidiaries files tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2001. It is reasonably possible that within the next 12 months the Company will recognize approximately $2 million of unrecognized tax benefits as a result of the expiration of relevant statutes of limitations.

10

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
   
September 30,
 
December 31,
(Dollars in millions)
 
2007
 
2006
         
Borrowings consisted of:
       
3 1/4% notes due 2008
$
72
$
72
7% notes due 2012
 
143
 
141
6.30% notes due 2018
 
182
 
182
7 1/4% debentures due 2024
 
497
 
497
7 5/8% debentures due 2024
 
200
 
200
7.60% debentures due 2027
 
298
 
297
Credit facility borrowings
 
187
 
185
Other
 
15
 
18
Total borrowings
 
1,594
 
1,592
Borrowings due within one year
 
(72)
 
(3)
Long-term borrowings
$
1,522
$
1,589

At September 30, 2007, the Company has credit facilities with various U.S. and non-U.S. banks totaling approximately $890 million. These credit facilities consist of a $700 million revolving credit facility (the "Credit Facility"), expiring in April 2012, and a 132 million euro credit facility which expires in December 2011.  Both of these credit facilities have options for a one year extension. Borrowings under these credit facilities are subject to interest at varying spreads above quoted market rates.  These credit facilities require facility fees on the total commitment that are based on Eastman's credit rating.  In addition, these credit facilities contain a number of covenants and events of default, including the maintenance of certain financial ratios.  The Company's combined credit facility borrowings at September 30, 2007 and December 31, 2006 were $187 million and $185 million at weighted average interest rates of 4.76 percent and 4.00 percent, respectively.

The Credit Facility provides liquidity support for commercial paper borrowings and general corporate purposes.  Accordingly, any outstanding commercial paper borrowings reduce borrowings available under the Credit Facility.  Since the Credit Facility expires in April 2012, any commercial paper borrowings supported by the Credit Facility are classified as long-term borrowings because the Company has the ability to refinance such borrowings on a long-term basis.

At September 30, 2007 and December 31, 2006, the Company had outstanding interest rate swaps associated with the entire outstanding principal of the 7% notes due in 2012 and $150 million of the outstanding principal of the 6.30% notes due in 2018.  The average variable interest rate on the 7% notes was 7.66 percent and 7.89 percent for September 30, 2007 and December 31, 2006, respectively.  The average variable interest rate on the 6.30% notes was 6.06 percent and 6.30 percent for September 30, 2007 and December 31, 2006, respectively.

7.  

In the third quarter 2007 and first nine months 2007, asset impairments and restructuring charges totaled $120 million and $143 million, respectively, related primarily to the impairment of assets of Eastman's PET manufacturing facilities in Cosoleacaque, Mexico, and Zarate, Argentina which were classified as held for sale in the third quarter 2007.  The Company impaired the assets of these facilities in third quarter 2007 to adjust the asset values to the expected sales price less cost to sell. These charges were reflected in the Performance Polymers segment.  Also in third quarter 2007, the Company adjusted the severance accrual recorded in fourth quarter 2006 which resulted in a reversal which was reflected in all segments.


11

  NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In first quarter 2007, the Company impaired the assets of the San Roque, Spain PET manufacturing facility which was sold in second quarter 2007 to adjust the asset values to the sales price less cost to sell and also recorded a charge to shut down the facility.  The impairment was partially offset by the reversal of the $5 million severance accrual related to the fourth quarter 2006 shut down of the cyclohexane dimethanol ("CHDM") manufacturing facility, located adjacent to the PET manufacturing facility. The employees included in the CHDM severance accrual were employed by the purchaser of the San Roque, Spain PET manufacturing facility, relieving the Company of the severance obligation.  These charges were reflected in the Performance Polymers and the Specialty Plastics ("SP") segments.

In the third quarter and first nine months 2006, asset impairments and restructuring charges totaled $13 million and $23 million, respectively, relating primarily to previously closed manufacturing facilities.

Changes in Reserves for Asset Impairments, Restructuring Charges, and Severance Charges

The following table summarizes the beginning reserves, charges to and changes in estimates to the reserves and the cash and non-cash reductions to the reserves attributable to asset impairments and the cash payments for severance and site closure costs for the full year 2006 and the first nine months 2007:
 
 
(Dollars in millions)
 
Balance at
January 1, 2006
 
Provision/ Adjustments
 
Non-cash Reductions
 
Cash Reductions
 
Balance at
December 31, 2006
                     
Non-cash charges
$
--
$
62
$
(62)
$
--
$
--
Severance costs
 
3
 
32
 
--
 
(1)
 
34
Site closure and other  restructuring costs
 
7
 
7
 
--
 
--
 
14
Total
$
10
$
101
$
(62)
$
(1)
$
48
                     
   
Balance at
January 1, 2007
 
Provision/ Adjustments
 
Non-cash Reductions
 
Cash Reductions
 
Balance at
September 30, 2007
                     
Non-cash charges
$
--
$
143
$
(143)
$
--
$
--
Severance costs
 
34
 
(7)
 
--
 
(12)
 
15
Site closure and other  restructuring costs
 
14
 
7
 
--
 
(6)
 
15
Total
$
48
$
 143
$
(143)
$
(18)
$
30

A majority of the remaining severance is expected to be applied to the reserves within one year.
 
12

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


DEFINED BENEFIT PENSION PLANS
 
Eastman maintains defined benefit plans that provide eligible employees with retirement benefits.  Costs recognized for these benefits are recorded using estimated amounts, which may change as actual costs derived for the year are determined.
 
Below is a summary of the components of net periodic benefit cost recognized for Eastman's significant defined benefit pension plans:
 
Summary of Components of Net Periodic Benefit Costs
       
   
Third Quarter
 
First Nine Months
(Dollars in millions)
 
2007
 
2006
 
2007
 
2006
                 
Service cost
$
12
$
11
$
36
$
33
Interest cost
 
23
 
21
 
68
 
61
Expected return on assets
 
(26)
 
(21)
 
(78)
 
(65)
Amortization of:
               
Prior service credit
 
(2)
 
(3)
 
(6)
 
(7)
Actuarial loss
 
8
 
9
 
25
 
28
Other loss
 
4
 
--
 
4
 
--
Net periodic benefit cost
$
  19
$
17
$
  49
$
50

In July 2006, the Company announced plans to change the U.S. defined benefit plans such that employees hired on or after January 1, 2007 will not be eligible for those plans.  This change did not impact net periodic benefit cost in 2006 and had minimal impact on the financial statements in the first nine months 2007.

The Company contributed $100 million and $75 million to its U.S. defined benefit plans during first nine months 2007 and 2006, respectively.

POSTRETIREMENT WELFARE PLANS

Eastman provides life insurance and health care benefits for eligible retirees, and health care benefits for retirees' eligible survivors.  In general, Eastman provides those benefits to retirees eligible under the Company's U.S. defined benefit pension plans.  A few of the Company's non-U.S. operations have supplemental health benefit plans for certain retirees, the cost of which is not significant to the Company.  Costs recognized for these benefits are recorded using estimated amounts, which may change as actual costs derived for the year are determined.  Below is a summary of the components of net periodic benefit cost recognized for the Company’s U.S. postretirement welfare plans:
 
13

         
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
         
Summary of Components of Net Periodic Benefit Costs
       
   
Third Quarter
 
First Nine Months
   
2007
 
2006
 
  2007
 
    2006
                 
Service cost
$
1
$
2
$
5
$
6
Interest cost
 
11
 
10
 
32
 
31
Expected return on assets
 
(1)
 
--
 
(2)
 
 --
Amortization of:
               
Prior service credit
 
(6)
 
(5)
 
(17)
 
(17)
Actuarial loss
 
3
 
3
 
9
 
11
Net periodic benefit cost
$
   8
$
10
$
  27
$
31

Similar benefits are also provided to retirees of Holston Defense Corporation (“HDC”), a wholly-owned subsidiary of the Company that, prior to January 1, 1999, operated a government-owned ammunitions plant.  HDC’s contract with the Department of Army (“DOA”) provided for reimbursement of allowable costs incurred by HDC including certain postretirement welfare costs, for as long as HDC operated the plant.  After the contract was terminated at the end of 1998, the DOA did not contribute further to these costs.  The Company pursued extraordinary relief from the DOA and was granted an award in the amount of $95 million effective in the fourth quarter 2006.  This award was for reimbursement of the described costs and other previously expensed post-retirement benefit costs.  The Company began recognizing the impact of the reimbursement in fourth quarter 2006 by recording an unrecognized gain and amortizing the gain into earnings over a period of time.

In July 2006, the Company announced plans to change its U.S. life insurance and health care benefit plans such that employees hired on or after January 1, 2007 will have access to post-retirement health care benefits only, while Eastman will not provide a company contribution toward the premium cost of post-retirement benefits for those employees.  This change had minimal impact on the financial statements in the first nine months 2007.

9.  

Certain Eastman manufacturing sites generate hazardous and nonhazardous wastes, the treatment, storage, transportation, and disposal of which are regulated by various governmental agencies.  In connection with the cleanup of various hazardous waste sites, the Company, along with many other entities, has been designated a potentially responsible party ("PRP"), by the U.S. Environmental Protection Agency under the Comprehensive Environmental Response, Compensation and Liability Act, which potentially subjects PRPs to joint and several liability for such cleanup costs.  In addition, the Company will be responsible for costs for environmental remediation and closure and postclosure under the federal Resource Conservation and Recovery Act.  Reserves for environmental contingencies have been established in accordance with Eastman’s policies described in Note 1, "Significant Accounting Policies" in the Company's 2006 Annual Report on Form 10-K.  Because of expected sharing of costs, the availability of legal defenses, and the Company’s preliminary assessment of actions that may be required, management does not believe that the Company's liability for these environmental matters, individually or in the aggregate, will be material to the Company’s consolidated financial position, results of operations or cash flows.  The Company’s reserve for environmental contingencies was $43 million and $47 million at September 30, 2007 and December 31, 2006, respectively, representing the minimum or best estimate for remediation costs and the best estimate accrued to date over the facilities' estimated useful lives for asset retirement obligation costs.  Estimated future environmental expenditures for remediation costs range from the minimum or best estimate of $14 million to the maximum of $20 million at September 30, 2007 and the minimum or best estimate of $18 million to the maximum of $32 million at December 31, 2006.


14

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
10.  

Purchase Obligations and Lease Commitments

At September 30, 2007, the Company had various purchase obligations totaling approximately $2.2 billion over a period of approximately 15 years for materials, supplies, and energy incident to the ordinary conduct of business.  The Company also had various lease commitments for property and equipment under cancelable, non-cancelable, and month-to-month operating leases totaling approximately $200 million over a period of several years.  Of the total lease commitments, approximately 10 percent relate to machinery and equipment, including computer and communications equipment and production equipment; approximately 55 percent relate to real property, including office space, storage facilities and land; and approximately 35 percent relate to vehicles, primarily railcars.

Accounts Receivable Securitization Program

In 1999, the Company entered into an agreement that allows the Company to sell certain domestic accounts receivable under a planned continuous sale program to a third party.  The agreement permits the sale of undivided interests in domestic trade accounts receivable.  Receivables sold to the third party totaled $200 million at September 30, 2007 and December 31, 2006.  Undivided interests in designated receivable pools were sold to the purchaser with recourse limited to the purchased interest in the receivable pools.  Average monthly proceeds from collections reinvested in the continuous sale program were approximately $320 million and $334 million in the third quarter 2007 and 2006, respectively, and $308 million and $323 million for the first nine months of 2007 and 2006, respectively.
 
Guarantees

FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"), clarifies the requirements of Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies,” relating to the guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees.  If certain operating leases are terminated by the Company, it guarantees a portion of the residual value loss, if any, incurred by the lessors in disposing of the related assets.  Under these operating leases, the residual value guarantees at September 30, 2007   totaled $153 million and consisted primarily of leases for railcars, aircraft, and other equipment.  Leases with guarantee amounts totaling $2 million, $27 million, $9 million and $115 million will expire in 2007, 2008, 2011 and 2012, respectively.  The Company believes, based on current facts and circumstances, that the likelihood of a material payment pursuant to such guarantees is remote.

Variable Interest Entities

The Company has evaluated material relationships including the guarantees related to the third-party borrowings of joint ventures and has concluded that the entities are not Variable Interest Entities (“VIEs”) or, in the case of Primester, a joint venture that manufactures cellulose acetate at the Company's Kingsport, Tennessee plant, the Company is not the primary beneficiary of the VIE.  As such, in accordance with FASB Interpretation No. 46R "Consolidation of Variable Interest Entities" ("FIN 46R"), the Company is not required to consolidate these entities.  In addition, the Company has evaluated long-term purchase obligations with two entities that may be VIEs at September 30, 2007.  These potential VIEs are joint ventures from which the Company has purchased raw materials and utilities for several years and purchases approximately $70 million of raw materials and utilities on an annual basis.  The Company has no equity interest in these entities and has confirmed that one party to each of these joint ventures does consolidate the potential VIE.  However, due to competitive and other reasons, the Company has not been able to obtain the necessary financial information to determine whether the entities are VIEs, and if one or both are VIEs, whether or not the Company is the primary beneficiary.


15

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
11.  

Hedging Programs

Financial instruments held as part of the hedging programs described below are recorded at fair value based upon comparable market transactions as quoted by brokers.

The Company is exposed to market risk, such as changes in currency exchange rates, raw material and energy costs and interest rates.  The Company uses various derivative financial instruments pursuant to the Company's hedging policies to mitigate these market risk factors and their effect on the cash flows of the underlying transactions. Designation is performed on a specific exposure basis to support hedge accounting.  The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the cash flows of the underlying exposures being hedged.  The Company does not hold or issue derivative financial instruments for trading purposes. For further information, see Note 9 to the consolidated financial statements in Part II, Item 8 of the Company's 2006 Annual Report on Form 10-K.

At September 30, 2007, mark-to-market gains from raw material and energy, currency and certain interest rate hedges that were included in accumulated other comprehensive loss totaled approximately $11 million, and if realized, the majority will be reclassified into earnings during the next 12 months.  The mark-to-market gains or losses on non-qualifying, excluded and ineffective portions of hedges are immediately recognized in cost of sales or other income and charges.  Such amounts did not have a material impact on earnings during the third quarter of 2007.


A reconciliation of the changes in stockholders’ equity for the first nine months 2007 is provided below:

(Dollars in millions)
Common Stock at Par Value
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock at Cost
Total Stockholders' Equity
Balance at December 31, 2006
1
448
2,186
(174)
(432)
2,029
             
Net Earnings
 --
 --
202
 --
 --
202
Effect of FIN 48 Adoption
--
--
8
--
--
8
Cash Dividends Declared (1)
 --
 --
(110)
 --
 --
(110)
Other Comprehensive Income
 --
 --
 --
45
 --
45
Stock Option Exercises and Other Items (2)(3)
--
116
--
--
1
117
Stock Repurchases
 --
  --
 --
 --
(300)
(300)
Balance at September 30, 2007
1
564
2,286
(129)
(731)
 1,991

 
(1)   Includes cash dividends paid and dividends declared but unpaid.
 
(2)    The tax benefits relating to the difference between the amounts deductible for federal income taxes over the amounts charged to income for financial reporting purposes have been credited to paid-in capital.
 
 (3) Includes the fair value of equity share-based awards recognized under SFAS No. 123 Revised December 2004 ("SFAS No. 123(R)"), "Share-Based Payment".


16

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 
 
 
 
(Dollars in millions)
 
 
Cumulative Translation Adjustment
 
 
Unfunded
Additional
Minimum Pension Liability
 
Unrecognized Loss and Prior Service Cost, net of taxes
 
Unrealized Gains (Losses) on Cash Flow Hedges
 
 
Unrealized Losses on Investments
 
 
Accumulated Other Comprehensive Income (Loss)
 
Balance at December 31, 2005
61
 (255)
--
(5)
(1)
(200)
Period change
60
48
--
(1)
--
107
Pre-SFAS No. 158 (1) balance at December 31, 2006
121
(207)
--
(6)
(1)
(93)
Adjustments to apply SFAS No. 158
--
207
(288)
--
--
(81)
Balance at December 31, 2006
121
--
(288)
(6)
(1)
(174)
Period change
31
--
18
(5)
1
45
Balance at September 30, 2007
152
--
(270)
(11)
--
(129)

 
(1)    SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158").

Except for cumulative translation adjustment, amounts of other comprehensive loss are presented net of applicable taxes.  Because cumulative translation adjustment is considered a component of permanently invested unremitted earnings of subsidiaries outside the United States, no taxes are provided on such amounts.


 
Third Quarter
 
First Nine Months
 
2007
 
2006
 
2007
 
2006
               
Shares used for earnings per share calculation:
             
Basic
82.6
 
82.1
 
83.6
 
81.8
Diluted
83.6
 
83.1
 
84.6
 
82.8

In the third quarter and first nine months 2007, common shares underlying options to purchase 20,000 shares of common stock and 591,233 shares of common stock, respectively, were excluded from the computation of diluted earnings per share, because the total market value of option exercises for these awards was less than the total proceeds that would be received for these awards.  Additionally, the basic and diluted shares were reduced in third quarter and first nine months 2007 as a result of the share repurchase program completed in third quarter 2007.  For third quarter and first nine months 2007, a total of 3,231,348 shares and 4,601,448 shares, respectively, were repurchased.  
 
In the third quarter and first nine months 2006, common shares underlying options to purchase 2,193,779 shares of common stock for both periods were excluded from the computation of diluted earnings per share because, the total market value of option exercises for these awards was less than the total proceeds that would be received for these awards.
 
The Company declared cash dividends of $0.44 per share in the third quarters 2007 and 2006 and $1.32 per share in the first nine months 2007 and 2006.
 

17

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
14.  

In the third quarter and first nine months 2007, approximately $5 million and $18 million, respectively, of compensation expense before tax was recognized in selling, general and administrative expense in the earnings statement for all share-based awards. The impact on third quarter 2007 net earnings of $3 million is net of a $2 million credit to deferred tax expense for recognition of deferred tax assets.  The impact on the first nine months 2007 net earnings of $11 million is net of a $7 million credit to deferred tax expense for recognition of deferred tax assets.

In the third quarter and first nine months 2006, approximately $4 million and $15 million, respectively, of compensation expense before tax was recognized in selling, general and administrative expense in the earnings statement for all share-based awards of which approximately $2 million and $6 million related to stock options in the third quarter and the first nine months 2006, respectively.  The impact on third quarter 2006 net earnings of $2 million is net of a $2 million credit to deferred tax expense for recognition of deferred tax assets.  The impact on the first nine months 2006 net earnings of $9 million is net of a $6 million credit to deferred tax expense for recognition of deferred tax assets.

Additional information regarding share-based compensation may be found in Note 15 to the consolidated financial statements in Part II, Item 8 of the Company's 2006 Annual Report on Form 10-K.

Stockholders approved the 2007 Omnibus Long-Term Compensation Plan at the annual stockholders' meeting held on May 3, 2007.  This new plan, effective with the date of approval, replaces the 2002 Omnibus Long-Term Compensation Plan.

15.  

The Company's products and operations are managed and reported in five reportable operating segments, consisting of the Coatings, Adhesives, Specialty Polymers and Inks ("CASPI") segment, the Fibers segment, the Performance Chemicals and Intermediates ("PCI") segment, the Performance Polymers segment and the SP segment.  For additional information concerning the Company's segments' businesses and products, refer to Note 21 to the consolidated financial statements in Part II, Item 8 of the Company's 2006 Annual Report on Form 10-K.

Revenues, research and development, other expenses and assets not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown in the tables below as "other" revenues, operating losses and assets.

In fourth quarter 2006, certain product lines were transferred from the PCI segment to the Performance Polymers segment.  Accordingly, the 2006 amounts for sales and operating earnings have been adjusted to retrospectively apply these changes to all periods presented.

   
Third Quarter
(Dollars in millions)
 
2007
 
2006
Sales by Segment
       
CASPI
$
368
$
367
Fibers
 
258
 
228
PCI
 
509
 
437
Performance Polymers
 
461
 
727
SP
 
217
 
207
Total Sales by Segment
 
1,813
 
1,966
Other
 
--
 
--
         
Total Sales
$
1,813
$
1,966
         

18

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

   
First Nine Months
(Dollars in millions)
 
2007
 
2006
Sales by Segment
       
CASPI
$
1,089
$
1,078
Fibers
 
731
 
696
PCI
 
1,559
 
1,260
Performance Polymers
 
1,480
 
2,068
SP
 
644
 
596
Total Sales by Segment
 
5,503
 
5,698
Other
 
--
 
--
         
Total Sales
$
5,503
$
5,698
         

   
Third quarter
(Dollars in millions)
 
2007
 
2006
         
Operating Earnings (Loss)
       
CASPI (1)
$
59
$
53
Fibers
 
66
 
55
PCI (1)
 
50
 
22
Performance Polymers (1)
 
(134)
 
20
SP (1)
 
13
 
18
Total Operating Earnings (Loss) by Segment
 
  54
 
 168
Other
 
(14)
 
(10)
         
Total Operating Earnings (Loss)
$
  40
$
 158

 
(1) Operating earnings (loss) for the following segments include asset impairments and restructuring charges:  CASPI includes $(1) million in the third quarter 2007 related primarily to an adjustment to severance charges recorded in fourth quarter 2006; PCI includes $(1) million in the third quarter 2007 related primarily to an adjustment to severance charges recorded in fourth quarter 2006 and $11 million in the third quarter 2006 for the expected divestiture of the Arkansas facility; Performance Polymers includes $120 million in the third quarter of 2007 relating primarily to the divestiture of PET assets in Latin America; and Other includes $2 million in the third quarter 2007 related to an intangible asset impairment  and $2 million in third quarter 2006 for Cendian's shutdown of its business activities.  Operating earnings (loss) for the third quarter 2007 in the PCI and Performance Polymers segments also include $2 million and $7 million, respectively, in accelerated depreciation costs related to cracking units at the Company's Longview, Texas facility and polymer assets in Columbia, South Carolina.

19

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

   
First Nine Months
(Dollars in millions)
 
2007
 
2006
         
Operating Earnings (Loss)
       
CASPI (1)
$
190
$
176
Fibers
 
176
 
182
PCI (1)
 
161
 
108
Performance Polymers (1)
 
(198)
 
51
SP (1)
 
49
 
50
Total Operating Earnings (Loss) by Segment
 
 378
 
 567
Other
 
(35)
 
(35)
         
Total Operating Earnings (Loss)
$
 343
$
 532

(1)   
Operating earnings (loss) for the following segments include asset impairments and restructuring charges:  CASPI includes $(1) million in the first nine months 2007 related primarily to an adjustment to severance charges recorded in fourth quarter 2006 and $8 million in first nine months 2006 relating primarily to the divestiture of previously closed manufacturing facilities; PCI includes $(1) million in the first nine months 2007 related primarily to an adjustment to severance charges recorded in fourth quarter 2006 and $11 million in the first nine months 2006 for the expected divestiture of the Arkansas facility; Performance Polymers includes $142 million in the first nine months 2007 related to the divestiture of PET assets in Latin America and Europe; SP includes $1 million in the first nine months 2007 relating primarily to the San Roque, Spain CHDM facility; and Other includes $2 million in first nine months 2007 related to an intangible asset impairment and $4 million in the first nine months 2006 for Cendian's shutdown of its business activities. Operating earnings (loss) for the first nine months 2007 in the PCI, Performance Polymers and SP segments also include $16 million, $20 million and $1 million, respectively, in accelerated depreciation costs related to cracking units at the Company's Longview, Texas facility and polymer assets in Columbia, South Carolina.

   
September 30,
 
December 31,
(Dollars in millions)
 
2007
 
2006
         
Assets by Segment (1)
       
CASPI
$
1,118
$
1,078
Fibers
 
680
 
651
PCI
 
1,080
 
926
Performance Polymers (2)
 
972
 
1,480
SP
 
622
 
599
Total Assets by Segment
 
4,472
 
4,734
Other
 
25
 
13
Corporate Assets
 
1,263
 
1,426
Total Assets Before Assets Held for Sale
 
5,760
 
6,173
Assets Held for Sale (3)
 
185
 
--
Total Assets
$
5,945
$
6,173

(1)   
Assets managed by segments include accounts receivable, inventory, fixed assets and goodwill.
(2)   
The Performance Polymers assets have decreased as a result of asset impairments, divestitures in Europe and assets held for sale in Latin America.
(3)   
For more information regarding assets held for sale, see Note 2 to the Company's unaudited consolidated financial statements .


20

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


General

From time to time, the Company and its operations are parties to, or targets of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which are being handled and defended in the ordinary course of business.  While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters, including the sorbates litigation and the asbestos litigation (described below), will have a material adverse effect on its overall financial condition, results of operations or cash flows.  However, adverse developments could negatively impact
earnings or cash flows in a particular future period.

Sorbates Litigation

Over time, the Company has been named in several putative class action lawsuits filed on behalf of purchasers of sorbates and products containing sorbates, claiming those purchasers paid more for sorbates and for products containing sorbates than they would have paid in the absence of the defendants’ price-fixing. Two civil cases relating to sorbates remain.  In each case, the Company prevailed at the trial court, and in each case, the plaintiff appealed the trial court's decision.  In one case, the appellate court affirmed the trial court's dismissal of all claims, except the plaintiff's claim for civil penalties.  In the other case, the court of appeals overturned the trial court's decision and ruled that the plaintiff could amend and re-file its complaint with the trial court.  The Company appealed this decision to the state supreme court, which declined to review the decision.  Accordingly, the plaintiff filed its Second Amended Complaint on July 9, 2007.  In each case the Company intends to continue to vigorously defend its position.

Asbestos Litigation

Over the years, Eastman has been named as a defendant, along with numerous other defendants, in lawsuits in various state courts in which plaintiffs have alleged injury due to exposure to asbestos at Eastman’s manufacturing sites.  More recently, certain plaintiffs have claimed exposure to an asbestos-containing plastic, which Eastman manufactured in limited amounts between the mid-1960’s and the early 1970’s.

To date, the Company has obtained dismissals or settlements of its asbestos-related lawsuits with no material effect on its financial condition, results of operations or cash flows, and over the past several years, has substantially reduced its number of pending asbestos-related claims.  The Company has also confirmed insurance coverage that applies to a portion of certain of the Company’s defense costs and payments of settlements or judgments in connection with asbestos-related lawsuits.

Based on an ongoing evaluation, the Company believes that the resolution of its pending asbestos claims will not have a material impact on the Company’s financial condition, results of operations, or cash flows, although these matters could result in the Company being subject to monetary damages, costs or expenses, and charges against earnings in particular periods.

17.   

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," ("SFAS No. 157") which addresses the measurement of fair value by companies when they are required to use a fair value measure for recognition or disclosure purposes under GAAP.  SFAS No. 157 provides a common definition of fair value to be used throughout GAAP which is intended to make the measurement of fair value more consistent and comparable and improve disclosures about those measures.  SFAS No. 157 will be effective for an entity's financial statements issued for fiscal years beginning after November 15, 2007.  The Company is currently evaluating the effect SFAS No. 157 will have on its consolidated financial position, liquidity, or results of operations.

21

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
In February, 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115" ("SFAS No. 159").  SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value at specified election dates.  Upon adoption, an entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  Most of the provisions apply only to entities that elect the fair value option.  However, the amendment to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," applies to all entities with available for sale and trading securities.  SFAS No. 159 will be effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007.  The Company is currently evaluating the effect SFAS No. 159 will have on its consolidated financial position, liquidity, or results of operations.

 
18.  

Certain Businesses and Product Lines and Related Assets in Performance Polymers Segments
 
On April 30, 2007, the Company sold its San Roque, Spain PET manufacturing facility in the Performance Polymer's segment for net proceeds of approximately $43 million.  The Company also retained approximately $12 million of accounts receivable related to this manufacturing site.  The Company will continue to produce certain intermediate products for the buyer under ongoing supply agreements with indefinite terms.  In addition, the Company indemnified the buyer against certain liabilities primarily related to taxes, legal matters, environmental matters, and other representations and warranties.  During the first nine months 2007, the Company has recorded an impairment charge and site closure costs of $21 million related to the San Roque PET site.

 

 

22


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM
Page
   
21
   
22
   
22
   
24
   
28
   
36
   
38
   
41
   
41
   
42
   

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's audited consolidated financial statements, including related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 2006 Annual Report on Form 10-K, and the Company's unaudited consolidated financial statements, including related notes, included elsewhere in this report.  All references to earnings per share contained in this report are diluted earnings per share unless otherwise noted.

CRITICAL ACCOUNTING POLICIES

In preparing the consolidated financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States, Eastman Chemical Company's (the "Company" or "Eastman") management must make decisions which impact the reported amounts and the related disclosures.  Such decisions include the selection of the appropriate accounting principles to be applied and assumptions on which to base estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, the Company evaluates its estimates, including those related to allowances for doubtful accounts, impairment of assets, environmental costs, U.S. pension and other post-employment benefits, litigation and contingent liabilities, and income taxes.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  The Company’s management believes the critical accounting policies listed and described in Part II, Item 7 of the Company's 2006 Annual Report on Form 10-K are the most important to the fair presentation of the Company’s financial condition and results.  These policies require management’s more significant judgments and estimates in the preparation of the Company’s consolidated financial statements.


23

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

 
STRATEGIC ACTIONS AND RELATED PRESENTATION OF NON-GAAP FINANCIAL MEASURES

During the second and third quarters 2007, the Company undertook strategic actions in its Performance Polymers segment for its underperforming polyethylene terephthalate ("PET") manufacturing facilities outside the United States. In second quarter 2007, the Company completed the sale of its San Roque, Spain PET manufacturing facility.   During the third quarter 2007, the Company entered into definitive agreements to sell its PET polymers production facilities in Mexico and Argentina and the related businesses.  Asset impairments and restructuring charges resulting from these actions were $21 million for the Spain divestiture in the first nine months 2007 and $117 million in the third quarter and first nine months 2007 for the Latin American manufacturing sites.

In fourth quarter 2006, the Company sold its Batesville, Arkansas manufacturing facility and related assets in the Performance Chemicals and Intermediates ("PCI") segment and its polyethylene ("PE") and Epolene polymer businesses and related assets of the Performance Polymers and Coatings, Adhesives, Specialty Polymers, and Inks ("CASPI") segments.  For the third quarter and first nine months of 2006, sales revenue of $225 million and $667 million, respectively and operating earnings of $4 million and $47 million, respectively, were attributed to these divested product lines.  Asset impairments and restructuring charges resulting from the divested Arkansas manufacturing facility were $11 million for the third quarter and first nine months 2006.  As part of the PE divestiture, the Company entered into a transition agreement for contract ethylene sales, for which revenues and operating earnings are reflected in the PCI segment results in third quarter and first nine months 2007.   Third quarter and first nine months 2007 included accelerated depreciation costs of $9 million and $37 million, respectively, resulting from the scheduled shutdown of cracking units in Longview, Texas related to the divestiture and a planned shutdown of higher cost PET assets in Columbia, South Carolina.

This Management's Discussion and Analysis includes the following non-GAAP financial measures and accompanying reconciliations to the most directly comparable GAAP financial measures:
·  
Company and segment sales excluding contract ethylene sales under a transition agreement related to the PE product lines divested in fourth quarter 2006;
·  
Company sales and segment sales and operating results excluding sales revenue and operating results from the fourth quarter 2006 divested product lines;
·  
Company gross profit, operating earnings and net earnings excluding accelerated depreciation costs and asset impairments and restructuring charges; and
·  
Segment operating earnings excluding accelerated depreciation costs and asset impairments and restructuring charges.

Eastman's management believes that sales from contract ethylene sales under the transition agreement related to the previous divestiture of the PE product lines do not reflect the continuing and expected future business of the PCI segment.  In addition, management believes that corporate and segment earnings should be considered both with and without accelerated depreciation costs and asset impairments and restructuring charges for evaluation and analysis of ongoing business results.   However, management believes that these items are indicative of results of continuous efforts to reduce costs and of actions to improve the profitability of the Company.  Management believes that investors can better evaluate and analyze historical and future business trends if they also consider the reported corporate and segment results, respectively, without the identified items. Management utilizes corporate and segment results including and excluding the identified items in the measures it uses to evaluate business performance and in determining certain performance-based compensation.  These measures, excluding the identified items, are not recognized in accordance with GAAP and should not be viewed as alternatives to the GAAP measures of performance.

In addition, the Company has chosen to present in this Management's Discussion and Analysis certain financial measures for the Company and certain segments with and without sales and operating results attributable to sales revenue and operating results in Latin America from PET manufactured at non-U.S. sites.   This additional information is provided to assist the reader in understanding the impact on the Company and the Performance Polymers segment of the announced Latin American PET divestitures.  Following the completion of the divestitures, subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell a limited set of PET products manufactured in the U.S. in certain Latin American markets.



24

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
OVERVIEW

The Company generated sales revenue of $1.8 billion and $2.0 billion for the third quarter 2007 and third quarter 2006, respectively, and $5.5 billion and $5.7 billion for the first nine months 2007 and first nine months 2006, respectively.  Excluding the sales from divested product lines and contract ethylene sales, sales revenue decreased 1 percent in the third quarter 2007 and increased 5 percent in the first nine months 2007.

As a result of strategic decisions related to the Performance Polymers and PCI segments discussed above, operating earnings in third quarter and first nine months 2007 were negatively impacted by accelerated depreciation costs of $9 million and $37 million, respectively, as well as asset impairments and restructuring charges of $120 million and $143 million for the respective periods.  Operating earnings in third quarter and first nine months 2006 were negatively impacted by asset impairments and restructuring charges of $13 million and $23 million, respectively.  Operating earnings were $40 million in third quarter 2007, a $118 million decrease compared with third quarter 2006, and $343 million in the first nine months 2007, a $189 million decrease compared with the first nine months 2006.  Excluding accelerated depreciation costs and asset impairments and restructuring charges, operating earnings were $169 million in third quarter 2007 compared with $171 million in third quarter 2006, and $523 million in first nine months 2007 compared with $555 million in first nine months 2006.  Net earnings were $20 million for third quarter 2007 compared to $95 million for third quarter 2006.  Net earnings were $202 million for first nine months 2007 compared to $314 million for first nine months 2006.  Excluding accelerated depreciation costs and asset impairments and restructuring charges, net earnings were $106 million and $103 million, for third quarter 2007 and 2006, respectively and $322 million and $331 million for first nine months 2007 and 2006, respectively. The Company's broad base of businesses continues to have strong results, with the declines primarily due to operating results in the Performance Polymers segment.

The Company generated $411 million in cash from operating activities during the first nine months 2007 compared to $233 million from operating activities in the first nine months 2006.  The difference was due primarily to the significant increases in working capital in the first nine months 2006.  The Company contributed $100 million and $75 million to its U.S. defined benefit pension plans in the first nine months 2007 and 2006, respectively.  The Company does not plan to make additional contributions to its U.S. defined benefit pension plans in 2007.  Priorities for use of available cash include paying the quarterly cash dividend, funding targeted growth initiatives and repurchasing shares.   In the third quarter and first nine months 2007, the Company repurchased shares totaling $214 million and $300 million, respectively, completing the share repurchases authorized by the board in February 2007.  In October 2007, the Board of Directors authorized an additional $700 million in share repurchases.

In addition to achieving the above results, Eastman continued to progress on its overall growth objectives including the announcement in July 2007 of two industrial gasification projects in the U.S. Gulf Coast and actions to improve the performance of its Performance Polymers segment.

The gasification projects announcement is an important milestone in the Company's continuing efforts to leverage its technology and operational expertise for future growth.  The Beaumont, Texas project is expected to be operational in 2011 and will produce low-cost intermediate chemicals, such as hydrogen, methanol, and ammonia.  The Company will be an investor, developer, service provider and customer for this project.  In October 2007, the Company announced it has entered into an agreement with Green Rock Energy, L.L.C., a company formed by the D. E. Shaw group and Goldman, Sachs & Co., to jointly develop the approximately $1.6 billion industrial gasification facility in Beaumont, Texas with expects to obtain non-recourse project financing for the development, design, engineering, construction, start-up, and testing of the facility.  The Faustina project is expected to be operational in 2010 and will produce anhydrous ammonia for agriculture, methanol, sulfur and industrial-grade carbon dioxide.  The Company will be an investor, service provider and customer for this project.

During the second and third quarters 2007, the Company undertook strategic actions in its Performance Polymers segment for its underperforming PET manufacturing facilities outside the United States. In second quarter 2007, the Company completed the sale of its Spain PET manufacturing facility.   During the third quarter 2007, the Company entered into definitive agreements to sell its PET polymers production facilities in Mexico and Argentina and the related businesses.



25

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
Additional actions in the Performance Polymers segment include the start-up of the Company's new 350 thousand metric tons PET facility using IntegRex technology in Columbia, South Carolina, which was fully operational in the first quarter of 2007 and continuing qualifications of the ParaStar PET product with customers.

The Company continues to pursue strategic actions for the remaining PET manufacturing facilities located in Rotterdam, the Netherlands and Workington, United Kingdom.  The Company does not expect material asset impairments and restructuring charges related to these actions.

 
RESULTS OF OPERATIONS
 
 
Third Quarter
 
Volume Effect
 
Price Effect
 
Product
Mix Effect
 
Exchange
Rate
Effect
(Dollars in millions)
2007
 
2006
 
Change
 
                           
Sales
$
1,813
$
1,966
 
(8) %
 
(10) %
 
1 %
 
1 %
 
-- %
                             
Sales - contract ethylene sales
 
84
 
--
                   
Sales - divested product lines (1)
 
--
 
225
                   
Sales – continuing product lines
 
1,729
 
1,741
 
(1) %
 
(5) %
 
2 %
 
1 %
 
1 %
                             
Sales - PET sales in Latin America from non-U.S. sites (2)
 
91
 
136
                   
                             
Sales – continuing product lines excluding PET sales in Latin America from non-U.S. sites (2)
 
1,638
 
1,605
                   
                             
(1)   
Divested product lines are Polyethylene and Epolene polymer businesses and related assets of the Performance Polymers and CASPI segments located at the Longview, Texas site and the Company's ethylene pipeline and the Company's Batesville, Arkansas manufacturing facility and related assets and the specialty organic chemicals product lines in the PCI segment.
(2)   
Sales revenue in Latin America from PET manufactured at non-U.S. sites, including the Mexico and Argentina PET manufacturing facilities held for sale at September 30, 2007.  During the third quarter 2007, Eastman entered into definitive agreements to sell its PET manufacturing facilities in Mexico and Argentina and the related businesses.  Subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell a limited set of PET products manufactured in the U.S. in certain Latin American markets.   For more information, refer to Note 2 to the unaudited consolidated financial statements.

Sales revenue in third quarter 2007 compared to the third quarter 2006 decreased $153 million.  Sales revenue in the third quarter 2007 included $84 million of revenue from contract ethylene sales under the transition agreement resulting from the divestiture of the Performance Polymers segment's PE business in the fourth quarter 2006.  Sales revenue in third quarter 2006 included $225 million of revenue from divested product lines.  Excluding contract ethylene sales and divested product lines, revenues decreased 1 percent primarily due to lower volume in the Performance Polymers segment.

26

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

 
First Nine Months
 
Volume Effect
 
Price Effect
 
Product
Mix Effect
 
Exchange
Rate
Effect
(Dollars in millions)
2007
 
2006
 
Change
 
                           
Sales
$
5,503
$
5,698
 
(3) %
 
(6) %
 
1 %
 
1 %
 
1 %
                             
Sales - contract ethylene sales
 
228
 
--
                   
Sales - divested product lines (1)
 
--
 
667
                   
Sales – continuing product lines
 
5,275
 
5,031
 
5 %
 
-- %
 
3 %
 
1 %
 
1 %
                             
Sales - PET sales in Latin America from non-U.S. sites (2)
 
328
 
364
                   
                             
Sales – continuing product lines excluding PET sales in Latin America from non-U.S. sites (2)
 
4,947
 
4,667
                   
                             
(1)   
Divested product lines are Polyethylene and Epolene polymer businesses and related assets of the Performance Polymers and CASPI segments located at the Longview, Texas site and the Company's ethylene pipeline and the Company's Batesville, Arkansas manufacturing facility and related assets and the specialty organic chemicals product lines in the PCI segment.
(2)   
Sales revenue in Latin America from PET manufactured at non-U.S. sites, including the Mexico and Argentina PET manufacturing facilities held for sale at September 30, 2007.   During the third quarter 2007, Eastman entered into definitive agreements to sell its PET manufacturing facilities in Mexico and Argentina and the related businesses.  Subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell a limited set of PET products manufactured in the U.S. in certain Latin American markets.    For more information, refer to Note 2 to the unaudited consolidated financial statements.

Sales revenue in the first nine months 2007 compared to the first nine months 2006 decreased $195 million.  Sales revenue in the first nine months 2007 included $228 million of revenue from contract ethylene sales under the transition agreement.  Sales revenue in first nine months 2006 included $667 million of revenue from divested product lines.  Excluding contract ethylene sales and divested product lines, revenues increased 5 percent primarily due to higher selling prices, particularly in the PCI and Specialty Plastics ("SP") segments.

27

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

 
Third Quarter
 
First Nine Months
(Dollars in millions)
2007
 
2006
 
Change
 
2007
 
2006
 
Change
                       
Gross Profit
$
310
$
316
 
(2) %
$
923
$
997
 
(7) %
As a percentage of sales
 
17 %
 
16 %
     
17 %
 
17 %
   
                         
Accelerated depreciation included in cost of goods sold
 
9
 
--
     
37
 
--
   
                         
Gross Profit excluding accelerated depreciation
 
319
 
316
 
1 %
 
960
 
997
 
(4) %
As a percentage of sales
 
18 %
 
16 %
     
17 %
 
17 %
   

Gross profit for third quarter and first nine months 2007 decreased compared to the third quarter and first nine months 2006 due primarily to accelerated depreciation costs of $9 million and $37 million, respectively, resulting from the scheduled shutdown of cracking units in Longview, Texas and of higher cost PET polymer assets in Columbia, South Carolina.  The Company's first nine months 2007 raw material and energy costs increased by approximately $100 million.
 
 
Third Quarter
 
First Nine Months
(Dollars in millions)
2007
 
2006
 
Change
 
2007
 
2006
 
Change
                       
Selling, General and
                     
Administrative Expenses
$
107
$
105
 
3 %
$
321
$
316
 
2 %
Research and Development
                       
Expenses
 
43
 
40
 
 7 %
 
116
 
126
 
(8) %
 
$
150
$
145
 
4 %
$
437
$
442
 
(1) %
As a percentage of sales
 
8 %
 
7 %
     
8 %
 
8 %
   

Selling, general and administrative ("SG&A") expenses for the third quarter and first nine months 2007 increased compared to the comparable periods in 2006 due to higher compensation expense.

Research and development ("R&D") expenses increased $3 million in third quarter 2007 compared to third quarter 2006 primarily due to higher expenses for growth initiatives in the SP segment. R&D expenses decreased $10 million in the first nine months 2007 compared to first nine months 2006 primarily due to decreases in the Performance Polymers segment resulting from the commercialization of ParaStar next generation PET resins   using IntegRex technology in the fourth quarter 2006.

Asset Impairments and Restructuring Charges, Net

Asset impairments and restructuring charges, net, totaled $120 million and $143 million for the third quarter and first nine months 2007, respectively, primarily associated with the held for sale PET manufacturing facilities in Mexico and Argentina and the sale of the San Roque, Spain PET manufacturing facility.  Asset impairments and restructuring charges, net, totaled $13 million and $23 million in the third quarter and first nine months 2006.  The Company continues to make progress on strategic actions for the remaining PET manufacturing facilities outside the United States and does not expect material asset impairments and restructuring charges related to these actions.  For more information regarding asset impairments and restructuring charges, primarily related to recent and pending divestitures, see the Performance Polymers segment discussion and Note 7 to the Company's unaudited consolidated financial statements.

28

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

Operating Earnings
Third Quarter
 
First Nine Months
 
2007
 
2006
 
Change
 
2007
 
2006
 
Change
(Dollars in millions)
                     
                         
Operating earnings
$
40
$
158
 
(75) %
$
343
$
532
 
(36)%
Accelerated depreciation included in cost of goods sold
 
9
 
--
     
37
 
--
   
Asset impairments and restructuring charges
 
120
 
13
     
143
 
23
   
Operating earnings excluding accelerated depreciation and asset impairment and restructuring charges
$
169
$
171
 
(1) %
$
523
$
555
 
(6) %

Interest Expense, Net
 
Third Quarter
 
First Nine Months
(Dollars in millions)
2007
 
2006
 
Change
 
2007
 
2006
 
Change
                       
Gross interest costs
$
31
$
28
 
10 %
$
89
$
84
 
6 %
Less:  Capitalized interest
 
3
 
2
     
8
 
5
   
Interest expense
 
28
 
26
 
7 %
 
81
 
79
 
3 %
Interest income
 
11
 
5
     
31
 
17
   
Interest expense, net
$
17
$
21
 
(19)%
$
50
$
62
 
(19)%
                       

Gross interest costs for the third quarter and first nine months 2007 were higher compared to the third quarter and first nine months 2006 due to higher average interest rates.  Capitalized interest for the third quarter and first nine months 2007 were higher compared to the third quarter and first nine months 2006 due to increased spending on capital projects during those periods.  Interest income for the third quarter and first nine months 2007 was higher compared to the third quarter and first nine months 2006 due to higher average cash balances and higher average interest rates.

For 2007, the Company expects net interest expense to decrease compared to 2006 due to higher interest income driven by higher invested cash balances.

Other (Income) Charges, Net

 
Third Quarter
 
First Nine Months
(Dollars in millions)
2007
 
2006
 
Change
 
2007
 
2006
 
Change
                       
Other (income)
$
(12)
$
(3)
 
>100 %
$
(18)
$
(10)
 
80 %
Other charges
 
3
 
4
 
(25) %
 
3
 
8
 
(63) %
Other (income) charges, net
$
(9)
$
1
>100 %
$
(15)
$
(2)
 
>100 %

Included in other income are the Company’s portion of earnings from its investments, net gains on foreign exchange transactions, and other non-operating income related to the funding of Holston Defense Corporation's post-retirement benefits.  Included in other charges are net losses on foreign exchange transactions and fees on securitized receivables.


29

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
Provision for Income Taxes

 
Third Quarter
First Nine Months
(Dollars in millions)
2007
 
2006
 
2007
 
2006
               
Provision for
income taxes
$
12
$
41
$
106
$
158
Effective tax rate
 
40 %
 
30 %
 
35 %
 
34 %

The third quarter and first nine months 2007 effective tax rates reflect the Company's normal tax rate on reported operating earnings before income tax, excluding discrete items, of approximately 34 percent.  The third quarter 2007 effective tax rate was negatively impacted by tax law changes in Europe due to German tax law changes resulting in a reduction in the value of deferred tax assets.  
 
The third quarter and first nine months 2006 effective tax rates reflect the Company's expected normal tax rate on reported operating earnings before income tax, excluding discrete items, of approximately 35 percent.  The third quarter and first nine months 2006 effective tax rates were positively impacted by lower foreign earnings in favorable tax jurisdictions and the reversal of foreign loss valuation allowances.  The implementation of SFAS No. 123 Revised December 2004 ("SFAS No. 123(R)"), "Share-Based Payment", effective January 1, 2006, did not have a material effect on the Company's effective income tax rate in the third quarter and first nine months 2006.

Net Earnings
           
   
Third Quarter
 
First Nine Months
(Dollars in millions)
 
2007
 
2006
 
2007
 
2006
                 
Net earnings
$
20
$
95
$
202
$
314
Accelerated depreciation included in cost of goods sold, net of tax
 
6
 
--
 
24
 
--
Asset impairments and restructuring charges, net of tax
 
80
 
8
 
96
 
17
Net earnings excluding accelerated depreciation and asset impairment and restructuring charges, net of tax
$
106
$
103
$
322
$
331

SUMMARY BY OPERATING SEGMENT

The Company’s products and operations are managed and reported in five reportable operating segments, consisting of the CASPI segment, the Fibers segment, the PCI segment, the Performance Polymers segment and the SP segment.   For additional information concerning the Company’s operating businesses and products,   refer to Note 21, "Segment Information", to the consolidated financial statements in Part II, Item 8 of the Company's 2006 Annual Report on Form 10-K.

Revenues and expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown in Note 15, "Segment Information", as "other" revenues and operating losses in this Form 10-Q.

In fourth quarter 2006, certain product lines were transferred from the PCI segment to the Performance Polymers segment.  Accordingly, the prior year's amounts for sales and operating earnings have been adjusted to retrospectively apply these changes to all periods presented.

30

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

CASPI Segment
 
Third Quarter
 
First Nine Months
         
Change
         
Change
(Dollars in millions)
2007
 
2006
 
$
 
%
 
2007
 
2006
 
$
 
%
                               
Sales
$
368
$
367
$
1
 
-- %
$
1,089
$
1,078
$
11
 
1 %
 
Volume effect
       
(22)
 
(6)%
         
(64)
 
(6)%
 
Price effect
       
8
 
2 %
         
40
 
4 %
 
Product mix effect
       
11
 
3 %
         
19
 
2 %
 
Exchange rate effect
       
4
 
1 %
         
16
 
1 %
                               
Operating earnings
59
 
53
 
6
 
11 %
 
190
 
176
 
14
 
8 %
                               
Asset impairments and
                             
restructuring charges, net
(1)
 
--
 
(1)
     
(1)
 
8
 
(9)
   
                               
Operating earnings excluding asset impairments and restructuring charges, net
58
 
53
 
5
 
9 %
 
189
 
184
 
5
 
3 %

Sales revenue increased $1 million in third quarter 2007 compared to third quarter 2006 and $11 million in the first nine months 2007 compared to first nine months 2006 as a favorable shift in product mix and higher selling prices were offset by lower sales volume.  The lower sales volume was primarily attributed to the divestiture of the Company's Epolene product lines in fourth quarter 2006.  Excluding Epolene product lines divested in fourth quarter 2006, sales revenue increased due to an increase in selling prices in response to higher raw material and energy costs.

Operating earnings increased $6 million for third quarter 2007 compared to third quarter 2006 and $14 million for first nine months 2007 compared to first nine months 2006.  Excluding asset impairments and restructuring charges of $(1) million in third quarter 2007 and $(1) million and $8 million for the first nine months 2007 and 2006, respectively, operating earnings increased $5 million for both comparable periods.  Increases in operating earnings are primarily due to higher selling prices and an improved product mix that more than offset higher raw material and energy costs.  Asset impairments and restructuring charges in 2006 were related to previously closed manufacturing facilities.  

Fibers Segment
 
Third Quarter
 
First Nine Months
         
Change
         
Change
(Dollars in millions)
2007
 
2006
 
$
 
%
 
2007
 
2006
 
$
 
%
                               
Sales
$
258
$
228
$
30
 
14 %
$
731
$
696
$
35
 
5 %
 
Volume effect
       
6
 
3 %
         
(14)
 
(2)%
 
Price effect
       
21
 
9 %
         
39
 
6 %
 
Product mix effect
       
2
 
2 %
         
8
 
1 %
 
Exchange rate effect
       
1
 
-- %
         
2
 
-- %
                               
Operating earnings
66
 
55
 
11
 
20 %
 
176
 
182
 
(6)
 
(3) %


Sales revenue increased $30 million in third quarter 2007 compared to third quarter 2006 and increased $35 million in the first nine months 2007 compared to first nine months 2006 due primarily to higher selling prices.  Selling prices increased primarily due to efforts to offset higher raw material and energy costs, particularly for wood pulp, and favorable market conditions for acetate tow and acetyl chemical product lines related to competitor outages.




31

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
Operating earnings increased $11 million for third quarter 2007 compared to third quarter 2006 reflecting improved  results particularly for acetyl chemical and acetate tow product lines.  Operating earnings decreased $6 million for first nine months 2007 compared to first nine months 2006.

PCI Segment
 
Third Quarter
 
First Nine Months
         
Change
         
Change
(Dollars in millions)
2007
 
2006
 
$
 
%
 
2007
 
2006
 
$
 
%
                               
Sales
$
509
$
437
$
72
 
17 %
$
1,559
$
1,260
$
299
 
24 %
 
Volume effect
       
68
 
16 %
         
341
 
27 %
 
Price effect
       
9
 
2 %
         
(36)
 
(3) %
 
Product mix effect
       
(6)
 
(1) %
         
(12)
 
(1) %
 
Exchange rate effect
       
1
 
-- %
         
6
 
1 %
                               
Sales – contract ethylene sales
84
 
--
 
84
     
228
 
--
 
228
   
Sales – divested product lines
--
 
38
 
(38)
     
--
 
97
 
(97)
   
                               
Sales – excluding listed items
425
 
399
 
26
 
6 %
 
1,331
 
1,163
 
168
 
14 %
Volume effect
       
(6)
 
(1) %
         
101
 
8 %
Price effect
       
29
 
7 %
         
66
 
6 %
Product mix effect
       
2
 
-- %
         
(5)
 
-- %
Exchange rate effect
       
1
 
-- %
         
6
 
-- %
                               
Operating earnings
50
 
22
 
28
 
>100 %
 
161
 
108
 
53
 
49 %
Operating earnings (loss) – divested product lines (1)
--
 
(11)
 
11
 
100 %
 
--
 
(8)
 
8
 
100 %
Operating earnings – excluding divested product lines
50
 
33
 
17
 
52 %
 
161
 
116
 
45
 
39 %
                               
Accelerated depreciation included in cost of goods sold
2
 
--
 
2
     
16
 
--
 
16
   
                               
Asset impairment and restructuring charges
(1)
 
11
 
(12)
     
(1)
 
11
 
(12)
   
Asset impairment and restructuring charges -divested product lines (1)
--
 
11
 
(11)
     
--
 
11
 
(11)
   
Asset impairment and restructuring charges - excluding divested product lines
(1)
 
--
 
(1)
     
(1)
 
--
 
(1)
   
                               
Operating earnings excluding certain items (2)
51
 
33
 
18
 
55 %
 
176
 
119
 
57
 
48 %
Operating earnings excluding certain items (2) – divested product lines (1)
--
 
--
 
--
 
-- %
 
--
 
3
 
(3)
 
(100)%
Operating earnings excluding certain items (2) – excluding divested product lines
51
 
33
 
18
 
55 %
 
176
 
116
 
60
 
52 %

 
(1) Includes allocated costs consistent with the Company’s historical practices, some of which may remain and could be reallocated to the remainder of the segment and other segments.
 
(2) Items are accelerated depreciation costs and asset impairment and restructuring charges, net.

32

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
Sales revenue increased $72 million in third quarter 2007 compared to third quarter 2006 and $299 million in the first nine months 2007 compared to first nine months 2006 primarily due to contract ethylene sales under the transition agreement resulting from the divestiture of the Performance Polymers segment's PE business in the fourth quarter 2006.  These sales were $84 million and $228 million in third quarter and first nine months 2007, respectively. Excluding the contract ethylene sales and revenue from divested product lines, sales revenue for third quarter 2007 increased due to higher selling prices, which were in response to higher raw material and energy costs. Excluding the contract ethylene sales and revenue from divested product lines, sales revenue for first nine months 2007 increased due to higher sales volume and increased selling prices, which were attributed to favorable market conditions, primarily for olefin-based derivative products in Asia Pacific and the United States.

Excluding accelerated depreciation of $2 million and asset impairments and restructuring charges of $(1) million in third quarter 2007, operating earnings increased $18 million attributed to strong demand, particularly for acetyl chemicals and olefin-based derivative products in the United States and Asia Pacific.  The accelerated depreciation is related to the continuation of the planned staged phase-out of older cracking units at the Company's Longview, Texas facility.

Excluding accelerated depreciation of $16 million and asset impairment and restructuring charges of $(1) million in the first nine months 2007 and asset impairment and restructuring charges of $11 million in first nine months 2006, operating earnings increased $57 million.  The increase is due to higher selling prices and increased sales volume, with contract ethylene sales having minimal impact on operating earnings for the first nine months 2007 compared to first nine months 2006.  Selling prices increased in response to higher raw material and energy costs.  The accelerated depreciation is related to the continuation of the planned staged phase-out of older cracking units at the Company's Longview, Texas facility.

In the fourth quarter 2006 the Company completed its divestiture of the PCI segment's Batesville, Arkansas manufacturing facility and related assets and specialty organic chemicals product lines.  Sales revenue and operating earnings attributed to the divested product lines were $97 million and $3 million, respectively for first nine months 2006.

33

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

Performance Polymers Segment
 
Third Quarter
 
First Nine Months
         
Change
         
Change
(Dollars in millions)
2007
 
2006
 
$
 
%
 
2007
 
2006
 
$
 
%
                               
Sales
$
461
$
727
$
(266)
 
(37) %
$
1,480
$
2,068
$
(588)
 
(28) %
 
Volume effect
       
(254)
 
(35) %
         
(603)
 
(29) %
 
Price effect
       
(26)
 
(4) %
         
(20)
 
(1) %
 
Product mix effect
       
6
 
1 %
         
4
 
-- %
 
Exchange rate effect
       
8
 
1 %
         
31
 
2 %
                               
Sales – divested PE product line (1)
--
 
169
 
(169)
 
(100) %
 
--
 
517
 
(517)
 
(100)%
                               
Sales –PET product lines
461
 
558
 
(97)
 
(17) %
 
1,480
 
1,551
 
(71)
 
(5)%
Volume effect
       
(85)
 
(15) %
         
(86)
 
(6)%
Price effect
       
(26)
 
(4) %
         
(20)
 
(1)%
Product mix effect
       
6
 
1 %
         
4
 
-- %
Exchange rate effect
       
8
 
1 %
         
31
 
2 %
                               
PET sales in Latin America from non-U.S. sites (2)
91
 
136
 
(45)
 
(33)%
 
328
 
364
 
(36)
 
(10)%
                               
Sales –PET product lines excluding PET sales in Latin America from non-U.S. sites (2)
370
 
422
 
(52)
 
(12)%
 
1,152
 
1,187
 
(35)
 
(3)%
                               
Operating earnings (loss)
(134)
 
20
 
(154)
     
(198)
 
51
 
(249)
   
Operating earnings – divested PE product line (1) (2)
--
 
15
 
(15)
     
--
 
53
 
(53)
   
Operating earnings (loss) –PET product lines
(134)
 
5
 
(139)
     
(198)
 
(2)
 
(196)
   
Operating loss  -  PET results in Latin America attributed to non-U.S. sites (2)
(121)
 
(4)
 
(117)
     
(127)
 
(9)
 
(118)
   
Operating earnings (loss) –PET results excluding PET results in Latin America attributed to non-U.S. sites (2)
(13)
 
9
 
(22)
     
(71)
 
7
 
(78)
   

(1)   
Divested product line is the Polyethylene business located at the Longview, Texas site.
(2)   
Sales revenue and operating results in Latin America from PET manufactured at non-U.S. sites, including the Mexico and Argentina PET manufacturing facilities held for sale.   During the third quarter 2007, Eastman entered into definitive agreements to sell its PET manufacturing facilities in Mexico and Argentina and the related businesses.  Subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell a limited set of PET products manufactured in the U.S. in certain Latin American markets.   For more information, refer to Note 2 to the unaudited consolidated financial statements.
 
 
 
34

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
 
Performance Polymers Segment
 
Third Quarter
 
First Nine Months
         
Change
         
Change
(Dollars in millions)
2007
 
2006
 
$
 
%
 
2007
 
2006
 
$
 
%
                               
Operating earnings (loss) excluding items (3)
(7)
 
20
 
(27)
     
(36)
 
51
 
(87)
   
Operating earnings (loss) excluding items (3) – divested  PE product line (1) (2)
--
 
15
 
(15)
     
--
 
53
 
(53)
   
Operating earnings (loss) excluding items (3) –PET product lines
(7)
 
5
 
(12)
     
(36)
 
(2)
 
(34)
   
Operating earnings (loss) excluding items (3) –PET results in Latin America attributed to non-U.S. sites (2)
(4)
 
(4)
 
--
     
(10)
 
(9)
 
(1)
   
Operating earnings (loss) excluding items (3) – PET results excluding PET results in Latin America attributed to non-U.S. sites (2)
(3)
 
9
 
(12)
     
(26)
 
7
 
(33)
   
(1)   
Divested product line is the Polyethylene businesses located at the Longview, Texas site.
(2)   
Sales revenue and operating results in Latin America from PET manufactured at non-U.S. sites, including the Mexico and Argentina PET manufacturing facilities held for sale.   During the third quarter 2007, Eastman entered into definitive agreements to sell its PET manufacturing facilities in Mexico and Argentina and the related businesses.  Subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell a limited set of PET products manufactured in the U.S. in certain Latin American markets.   For more information, refer to Note 2 to the unaudited consolidated financial statements.
(3)   
Items are accelerated depreciation costs and asset impairment and restructuring charges, net.  In third quarter 2007, asset impairments and restructuring charges of $120 million consist of $117 million relating to the Mexico and Argentina PET manufacturing facilities held for sale and $3 million relating to other sites.  Accelerated depreciation costs of $7 million relate to restructuring actions associated with higher cost PET polymer assets in Columbia, South Carolina.  In first nine months 2007, asset impairments and restructuring charges of $142 million consist of $117 million relating to the Mexico and Argentina PET manufacturing facilities held for sale and $25 million relating to other sites.  Accelerated depreciation costs of $20 million relate to restructuring actions associated with higher cost PET polymer assets in Columbia, South Carolina .

Sales revenue decreased $266 million in third quarter 2007 compared to third quarter 2006 due primarily to the divestiture of the PE product lines and the San Roque, Spain PET manufacturing facility.  For continuing product lines, sales revenue decreased $97 million due to decreased volumes in Europe attributed to the sale of the San Roque, Spain PET manufacturing facility and operational disruptions at the Argentina PET facility, partially offset by increased North America sales volumes attributed to increased operating rates for the Company's ParaStar PET facility based on IntegRex technology.

Sales revenue decreased $588 million in first nine months 2007 compared to first nine months 2006 due to the divested product lines and manufacturing assets mentioned above.  For continuing product lines, sales revenue decreased $71 million primarily due to decreased volumes in Europe attributed to the divestiture of the San Roque, Spain PET manufacturing facility offset by increased North America sales volumes attributed to operating rates for the Company's ParaStar PET facility based on IntegRex technology.

35

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
Excluding asset impairments and restructuring charges of $120 million related primarily to an impairment for Mexico and Argentina PET manufacturing facilities held for sale and accelerated depreciation costs of $7 million for restructuring actions associated with higher cost PET polymer assets in Columbia, South Carolina, operating results decreased $27 million for third quarter 2007 compared to third quarter 2006 primarily due to the divestiture of the PE product lines.  Excluding asset impairments and restructuring charges operating results from continuing product lines decreased $12 million in third quarter 2007 compared to third quarter 2006 as higher and continued volatile raw material and energy costs and low PET industry operating rates resulted in compressed gross margins, particularly in North America.  For additional information on asset impairments and restructuring charges, refer to Note 7 to the notes to the unaudited consolidated financial statements.

Excluding asset impairments and restructuring charges of $142 million primarily for the Mexico and Argentina PET manufacturing facilities held for sale and $20 million of accelerated depreciation costs for restructuring actions associated with higher cost PET polymer assets in Columbia, South Carolina, operating results decreased $87 million for the first nine months 2007 compared to the first nine months 2006 primarily due to the divestiture of the PE product lines.  Excluding asset impairments and restructuring charges,  operating results from continuing product lines decreased $34 million as higher and continued volatile raw material and energy costs resulted in compressed gross margins, particularly in North America.  The results were also impacted by costs associated with the new PET facility based on IntegRex technology becoming fully operational and the timing of the commercial launch of ParaStar PET produced in the IntegRex facility.
 
Production began in November 2006 at the Company's new PET manufacturing facility utilizing IntegRex technology in Columbia, South Carolina.  Manufacturing ParaStar next generation PET resins, the 350 thousand metric tons facility was fully operational in first quarter of 2007.  The Company plans to increase capacity at this facility to over 525 thousand metric tons of ParaStar next generation PET resins by the end of 2008 and to reduce the cost structure at this facility by $30 million.
 
In second quarter 2007, the Company completed the sale of the San Roque, Spain PET manufacturing facility.  For the first nine months 2007, sales revenue attributed to PET product manufactured at the San Roque PET site was $25 million, all of which was recorded in first quarter 2007, and for the third quarter and first nine months 2006, sales revenue was $64 million and $158 million, respectively.

During the third quarter 2007, the Company entered into definitive agreements to sell Eastman's PET polymers production facilities in Mexico and Argentina and the related businesses.  The sale, which is subject to customary approvals, includes Eastman's PET manufacturing facilities in Cosoleacaque, Mexico, and Zarate, Argentina.

The Company continues to pursue strategic actions for the remaining PET manufacturing facilities located in Rotterdam, the Netherlands and Workington, United Kingdom.  The Company does not expect material asset impairments and restructuring charges related to these actions.

36

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

SP Segment
 
Third Quarter
 
First Nine Months
         
Change
         
Change
(Dollars in millions)
2007
 
2006
 
$
 
%
 
2007
 
2006
 
$
 
%
                               
Sales
$
217
$
207
$
10
 
5 %
$
644
$
596
$
48
 
8 %
 
Volume effect
       
(1)
 
(1) %
         
17
 
3 %
 
Price effect
       
6
 
3 %
         
19
 
3 %
 
Product mix effect
       
3
 
2 %
         
5
 
1 %
 
Exchange rate effect
       
2
 
1 %
         
7
 
1 %
                               
Operating earnings
13
 
18
 
(5)
 
(28) %
 
49
 
50
 
(1)
 
(2) %
                               
Accelerated depreciation included in cost of goods sold
--
 
--
 
--
     
1
 
--
 
1
   
                               
Asset impairments and restructuring charges, net
--
 
--
 
--
     
1
 
--
 
1
   
                               
Operating earnings excluding accelerated depreciation
13
 
18
 
(5)
 
(28) %
 
51
 
50
 
1
 
2 %

Sales revenue increased $10 million in third quarter 2007 compared to third quarter 2006 primarily due to higher selling prices to offset higher raw material and energy costs and a favorable shift in product mix.  Sales volume decreased slightly as declines in demand for polyester product lines used in photographic and optical films were mostly offset by higher volumes in copolyester and cellulosic products.

Sales revenue increased $48 million in the first nine months 2007 compared to the first nine months 2006 primarily due to increased sales volume and higher selling prices.  The increased sales volume was primarily attributed to continued market development efforts, particularly in copolyester product lines.  Selling prices increased to offset higher raw material and energy costs.

Operating earnings decreased $5 million for third quarter 2007 compared to third quarter 2006 due primarily to increased research and development costs related to commercialization of high-temperature copolyester products, Eastman Tritan copolyester.

Excluding asset impairments and restructuring charges and accelerated depreciation costs, operating earnings were similar for the first nine months 2007 compared to first nine months 2006 as increased sales volume and higher selling prices offset higher raw material and energy costs.  The 2007 operating results included $1 million in asset impairment and restructuring costs primarily for the Spain CHDM facility and $1 million of accelerated depreciation costs for restructuring actions associated with higher cost PET polymer assets in Columbia, South Carolina.

37

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
SUMMARY BY CUSTOMER LOCATION

Sales Revenue

 
Third Quarter
               
(Dollars in millions)
 
2007
 
2006
 
Change
 
Volume Effect
 
Price Effect
 
Product
Mix Effect
 
Exchange
Rate
Effect
                             
United States and Canada
$
1,023
$
1,111
 
(8) %
 
(9) %
 
1 %
 
-- %
 
-- %
Europe, Middle East, and Africa
 
349
 
371
 
(6) %
 
(10) %
 
(2) %
 
2 %
 
4 %
Asia Pacific
 
259
 
243
 
6 %
 
(4) %
 
6 %
 
4 %
 
-- %
Latin America
 
182
 
241
 
 (24) %
 
(25) %
 
1 %
 
-- %
 
-- %
 
$
1,813
$
1,966
 
(8) %
 
(10) %
 
1 %
 
1 %
 
-- %

Sales revenue in the United States and Canada decreased for third quarter 2007 compared to third quarter 2006 primarily due to lower sales volume attributed to divested product lines in the Performance Polymers, PCI and CASPI segments.  These volumes were partially offset by contract ethylene sales in the PCI segment under the transition agreement resulting from the divestiture of the Performance Polymers segment's PE business in fourth quarter 2006 and lower average selling prices in the PCI segment attributed to these contract ethylene sales.  Excluding divested product lines and contract ethylene sales, sales revenue increased 1 percent primarily due to sales volumes in the Performance Polymers segment and increased selling prices.

Sales revenue in Europe, Middle East and Africa decreased for third quarter 2007 compared to third quarter 2006, primarily due to sales volume, particularly in the Performance Polymers segment due to the divestiture of the San Roque, Spain PET manufacturing facility.

Sales revenue in Asia Pacific increased for third quarter 2007 compared to third quarter 2006 primarily due to higher selling prices, particularly in the PCI segment attributed to strong demand for olefin-based derivative products and acetyl chemicals.

Sales revenue in Latin America decreased for third quarter 2007 compared to third quarter 2006 primarily due to lower sales volume, particularly in the Performance Polymers segment.   Excluding divested product lines, sales revenue decreased 16 percent.  During the third quarter 2007, the Company entered into definitive agreements to sell its PET polymers production facilities in Mexico and Argentina and the related businesses, which will result in significantly lower sales revenue in Latin America in the future.  However, following the completion of the divestitures, and subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell a limited set of PET products manufactured in the U.S. in certain Latin American markets.

38

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
                 
 
First Nine Months
               
(Dollars in millions)
 
2007
 
2006
 
Change
 
Volume Effect
 
Price Effect
 
Product
Mix Effect
 
Exchange
Rate
Effect
                             
United States and Canada
$
3,055
$
3,278
 
(7) %
 
(5) %
 
(2) %
 
-- %
 
-- %
Europe, Middle East, and Africa
 
          1,098
 
1,080
 
2 %
 
(6) %
 
1 %
 
1  %
 
6 %
Asia Pacific
 
782
 
702
 
11 %
 
-- %
 
9 %
 
2  %
 
-- %
Latin America
 
568
 
638
 
(11) %
 
(13) %
 
3 %
 
(1) %
 
-- %
 
$
5,503
$
5,698
 
(3) %
 
(6) %
 
1 %
 
1 %
 
1 %

Sales revenue in the United States and Canada decreased for the first nine months 2007 compared to the first nine months 2006 primarily due to lower sales volume attributed to divested product lines in the Performance Polymers, PCI and CASPI segments.  These volumes were partially offset by contract ethylene sales in the PCI segment under the transition agreement resulting from the divestiture of the Performance Polymers segment's PE business in fourth quarter 2006 and lower average selling prices in the PCI segment attributed to these contract ethylene sales. Excluding divested product lines and contract ethylene sales, sales revenue increased 4 percent primarily due to sales volumes in the PCI segment and increased selling prices.

Sales revenue in Europe, Middle East and Africa increased for the first nine months 2007 compared to the first nine months 2006, due to the effects of the exchange rates, particularly in the Performance Polymers segment, increased selling prices and favorable product mix, partially offset by lower sales volume, particularly in the Performance Polymers segment due to the divestiture of the San Roque, Spain PET manufacturing facility.

Sales revenue in Asia Pacific increased for the first nine months 2007 compared to the first nine months 2006 primarily due to higher selling prices, particularly in the PCI segment attributed to strong demand for olefin-based derivative products and acetyl chemicals.

Sales revenue in Latin America decreased for the first nine months 2007 compared to the first nine months 2006 primarily due to lower sales volume, particularly in the Performance Polymers segment.   Excluding divested product lines, sales revenue was flat.  During the third quarter 2007, the Company entered into definitive agreements to sell its PET polymers production facilities in Mexico and Argentina and the related businesses, which will result in significantly lower sales revenue in Latin America in the future.  However, following the completion of the divestitures, and subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell a limited set of PET products manufactured in the U.S. in certain Latin American markets.

With a substantial portion of sales to customers outside the United States, Eastman is subject to the risks associated with operating in international markets.  To mitigate its exchange rate risks, the Company frequently seeks to negotiate payment terms in U.S. dollars.  In addition, where it deems such actions advisable, the Company engages in foreign currency hedging transactions and requires letters of credit and prepayment for shipments where its assessment of individual customer and country risks indicates their use is appropriate.  For additional information, see Note 9 to the consolidated financial statements in Part II, Item 8 and Part II, Item 7A of the Company’s 2006 Annual Report on Form 10-K and Forward-Looking Statements and Risk Factors of this Quarterly Report on Form 10-Q.

39

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

 
LIQUIDITY, CAPITAL RESOURCES, AND OTHER FINANCIAL INFORMATION

Cash Flows

   
First Nine Months
(Dollars in millions)
 
2007
 
2006
         
Net cash provided by (used in)
       
Operating activities
$
411
$
233
Investing activities
 
(299)
 
(279)
Financing activities
 
(270)
 
(50)
Effect of exchange rate changes on cash and cash equivalents
 
--
 
2
Net change in cash and cash equivalents
 
( 158)
 
(  94)
         
Cash and cash equivalents at beginning of period
 
939
 
524
         
Cash and cash equivalents at end of period
$
 781
$
 430

Cash provided by operating activities increased $178 million in the first nine months 2007 compared to first nine months 2006 reflecting continued strong earnings and a smaller increase in working capital.  In the first nine months 2006, the Company's working capital increased, consistent with a more normal level, following a reduction of working capital requirements in the fourth quarter 2005 due to the impact of the Gulf Coast hurricanes on sales volume, especially in the Performance Polymers segment. In the first nine months 2007, the working capital has remained at a more normal level.  The Company contributed $100 million and $75 million to its U.S. defined benefit pension plans in the first nine months 2007 and 2006, respectively.

Cash used in investing activities increased $20 million in the first nine months 2007 compared to first nine months 2006.  During the first nine months 2007, the Company received net proceeds of approximately $42 million primarily related to the sale of the San Roque, Spain PET manufacturing facility in the Performance Polymer's segment.  Additions to properties and equipment increased $70 million in the first nine months 2007 consistent with the Company's expected higher capital spending.

Cash used by financing activities totaled $270 million in the first nine months 2007 and included cash paid for share repurchases totaling $300 million offset by cash received from stock option exercises of $100 million. Cash used in financing activities in the first nine months 2006 totaled $50 million.   The payment of dividends is reflected in financing activities in all periods.

Liquidity

At September 30, 2007, the Company has credit facilities with various U.S. and non-U.S. banks totaling approximately $890 million. These credit facilities consist of a $700 million revolving credit facility (the "Credit Facility"), expiring in April 2012, and a 132 million euro credit facility which expires in December 2011.  Both of these credit facilities have options for a one year extension. Borrowings under these credit facilities are subject to interest at varying spreads above quoted market rates.  These credit facilities require facility fees on the total commitment that are based on the Company's credit rating.  In addition, these credit facilities contain a number of covenants and events of default, including the maintenance of certain financial ratios. The Company was in compliance with all such covenants for all periods presented.   The Company's combined credit facility borrowings at September 30, 2007 and December 31, 2006 were $187 million and $185 million at weighted average interest rates of 4.76 percent and 4.00 percent, respectively.

40

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
The Credit Facility provides liquidity support for commercial paper borrowings and general corporate purposes.  Accordingly, any outstanding commercial paper borrowings reduce borrowings available under the Credit Facility.  Since the Credit Facility expires in April 2012, any commercial paper borrowings supported by the Credit Facility are classified as long-term borrowings because the Company has the ability to refinance such borrowings on a long-term basis.

For more information regarding interest rates, refer to Note 6 to the Company's unaudited consolidated financial statements.

The Company has effective shelf registration statements filed with the Securities and Exchange Commission ("SEC") to issue a combined $1.1 billion of debt or equity securities.

In the first quarter 2007, the Company announced its intention to repurchase up to $300 million of its common shares.  In the third quarter 2007, the Company completed these share repurchases having purchased a total of approximately 4.6 million common shares for a total of $300 million.  In October 2007, the Board authorized an additional $700 million in share repurchases.  Repurchased shares may be used to meet common stock requirements for compensation and benefit plans and other corporate purposes.

The Company contributed $100 million to its U.S. defined benefit pension plansin the first quarter 2007 and expects no further contributions to this plan during 2007.

Cash flows from operations and the sources of capital described above are expected to be available and sufficient to meet foreseeable cash flow requirements.  However, the Company’s cash flows from operations can be affected by numerous factors including risks associated with global operations, raw material availability and cost, demand for and pricing of Eastman’s products, capacity utilization, and other factors described under "Forward-Looking Statements and Risk Factors" below.  The Company believes maintaining a financial profile consistent with an investment grade company is important to its long term strategy and financial flexibility.

Capital Expenditures

Capital expenditures were $346 million and $279 million for the first nine months 2007 and 2006, respectively.  The Company expects capital spending in 2007 will be approximately $500 million which includes an expansion of acetate tow and copolyester intermediates, enhancements to benefit the PET facilities in South Carolina, utilizing IntegRex technology, and other targeted growth initiatives.

Commitments

At September 30, 2007, the Company’s obligations related to notes and debentures totaled approximately $1.4 billion to be paid over a period of up to 20 years.  Other borrowings, related primarily to credit facility borrowings, totaled approximately $200 million.

The Company had various purchase obligations at September 30, 2007 totaling approximately $2.2 billion over a period of approximately 15 years for materials, supplies and energy incident to the ordinary conduct of business. For information regarding the Company's lease commitments, refer to Note 10 to the Company's unaudited consolidated financial statements.

In addition, the Company had other liabilities at September 30, 2007 totaling approximately $1.0 billion primarily related to pension, retiree medical, and other post-employment obligations.

Off-Balance Sheet and Other Financing Arrangements

If certain operating leases are terminated by the Company, it guarantees a portion of the residual value loss, if any, incurred by the lessors in disposing of the related assets.  For information on the Company's residual value guarantees, refer to Note 10 to the Company's unaudited consolidated financial statements.


41

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
Eastman entered into an agreement in 1999 that allows it to generate cash by reducing its working capital through the sale of undivided interests in certain domestic trade accounts receivable under a planned continuous sale program to a third party.  For information on the Company's accounts receivable securitization program, refer to Note 10 to the Company's unaudited consolidated financial statements.

The Company did not have any other material relationships with unconsolidated entities or financial partnerships, including special purpose entities, for the purpose of facilitating off-balance sheet arrangements with contractually narrow or limited purposes.  Thus, Eastman is not materially exposed to any financing, liquidity, market, or credit risk related to the above or any other such relationships.

The Company has evaluated material relationships including the guarantees related to the third-party borrowings of joint ventures and has concluded that the entities are not Variable Interest Entities ("VIEs") or, in the case of Primester, a joint venture that manufactures cellulose acetate at its Kingsport, Tennessee plant, the Company is not the primary beneficiary of the VIE.  As such, in accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 46R ("FIN 46R"), "Consolidation of Variable Interest Entities" the Company is not required to consolidate these entities.  In addition, the Company has evaluated long-term purchase obligations with two entities that may be VIEs at September 30, 2007.  These potential VIEs are joint ventures from which the Company has purchased raw materials and utilities for several years and purchases approximately $70 million of raw materials and utilities on an annual basis.  The Company has no equity interest in these entities and has confirmed that one party to each of these joint ventures consolidates the potential VIE.  However, due to competitive and other reasons, the Company has not been able to obtain the necessary financial information to determine whether the entities are VIEs, and if one or both are VIEs, whether or not the Company is the primary beneficiary.

Guarantees and claims also arise during the ordinary course of business from relationships with suppliers, customers, and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur.  Non-performance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, intellectual property and environmental matters, and other indemnifications.  The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final outcome of these claims.  However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's consolidated financial position or liquidity.

Treasury Stock

In the third quarter 2007, the Company completed share repurchases authorized by the Board of Directors in February 2007 having purchased a total of approximately 4.6 million common shares for a total of $300 million.   In October 2007, the Board of Directors authorized an additional $700 million for repurchase of the Company's outstanding common stock at such times, in such amounts, and on such terms, as determined to be in the best interests of the Company. Repurchased shares may be used for such purposes or otherwise applied in such a manner as determined to be in the best interests of the Company.

Dividends

The Company declared cash dividends of $0.44 per share in the third quarter 2007 and 2006 and $1.32 per share in the first nine months 2007 and 2006.

42

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

 
RECENTLY ISSUED ACCOUNTING STANDARDS

In September 2006, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS No. 157"), which addresses the measurement of fair value by companies when they are required to use a fair value measure for recognition or disclosure purposes under GAAP.  SFAS No. 157 provides a common definition of fair value to be used throughout GAAP which is intended to make the measurement of fair value more consistent and comparable and improve disclosures about those measures.  SFAS No. 157 will be effective for an entity's financial statements issued for fiscal years beginning after November 15, 2007.  The Company is currently evaluating the effect SFAS No. 157 will have on its consolidated financial position, liquidity, or results of operations.

In February, 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115"  ("SFAS No. 159"). SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value at specified election dates.  Upon adoption, an entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  Most of the provisions apply only to entities that elect the fair value option.  However, the amendment to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," applies to all entities with available for sale and trading securities.  SFAS No. 159 will be effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007.  The Company is currently evaluating the effect SFAS No. 159 will have on its consolidated financial position, liquidity, or results of operations.

OUTLOOK

For 2007, the Company expects:

·  
strong volumes will be maintained due to continued economic strength, continued substitution of Eastman products for other materials, and new applications for existing products;

·  
the volatility of raw material and energy costs will continue and the Company will continue to pursue pricing strategies and ongoing cost control initiatives to offset the effects on gross profit;

·  
a staged phase-out of older cracking units in Texas and a planned shutdown of higher cost PET assets in South Carolina will continue in 2007, resulting in accelerated depreciation costs in 2007 of approximately $50 million;

·  
to increase volumes in the PCI segment due to the transition agreement pertaining to the polyethylene divestiture; the Company will supply ethylene to the buyer, allowing both companies to optimize the value of their respective olefin businesses under various market conditions;

·  
net interest expense to decrease compared with 2006 primarily due to higher interest income, driven by higher invested cash balances;

·  
the effective tax rate to be approximately 34 percent;

·  
that acetate tow will have modest growth potential in future years and expects to continue to evaluate growth options in Asia;

·  
to aggressively take action to improve the performance of its PET product lines in the Performance Polymers segment, including starting up the Company's new PET facility utilizing IntegRex technology in Columbia, South Carolina (which was fully operational in the first quarter 2007), debottlenecking the new PET facility which will result in additional capacity of 50 percent over planned capacity, rationalizing 350 thousand metric tons of existing capacity in North America, completing the sale of its Spain PET manufacturing facility (which was completed in second quarter 2007), selling the Latin America PET manufacturing facilities (which was agreed to in third quarter 2007) and pursuing other strategic options for its remaining underperforming PET manufacturing facilities outside the United States;


43

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    

 
·  
capital expenditures to increase to approximately $500 million and exceed estimated depreciation and amortization of approximately $335 million, including accelerated depreciation costs of $50 million; in 2007, the Company plans to pursue expansion of acetate tow and copolyester intermediates, enhancements to benefit the PET facilities in South Carolina, utilizing IntegRex technology, and pursue other targeted growth initiatives;

·  
continues to evaluate its portfolio, which could lead to further restructuring, divestiture, or consolidation of product lines as it continues to focus on profitability;
 
·  
to contribute $100 million to the Company’s U.S. defined benefit pension plans, all of which was contributed in the first quarter of 2007; and

·  
priorities for use of available cash will be to pay the quarterly cash dividend, fund targeted growth initiatives and defined benefit pension plans, and repurchase shares.
 
For fourth quarter 2007, the Company expects normal seasonality will reduce demand in most of its businesses and product lines sequentially.  The Company also expects continued volatility in its raw material and energy costs resulting in similar results to fourth quarter 2006 excluding asset impairments and restructuring charges related to ongoing strategic decisions in both periods.

See “Forward-Looking Statements and Risk Factors below.”

FORWARD-LOOKING STATEMENTS AND RISK FACTORS
 
The expectations under "Outlook" and certain other statements in this Quarterly Report on Form 10-Q may be forward-looking in nature as defined in the Private Securities Litigation Reform Act of 1995. These statements and other written and oral forward-looking statements made by the Company from time to time may relate to, among other things, such matters as planned and expected capacity increases and utilization; anticipated capital spending; expected depreciation and amortization; environmental matters; legal proceedings; exposure to, and effects of hedging of, raw material and energy costs, foreign currencies and interest rates; global and regional economic, political, and business conditions; competition; growth opportunities; supply and demand, volume, price, cost, margin, and sales; earnings, cash flow, dividends and other expected financial results and conditions; expectations, strategies, and plans for individual assets and products, businesses and segments as well as for the whole of Eastman Chemical Company; cash requirements and uses of available cash; financing plans; pension expenses and funding; credit ratings; anticipated restructuring, divestiture, and consolidation activities; cost reduction and control efforts and targets; integration of acquired businesses; strategic initiatives and development, production, commercialization, and acceptance of new products, services and technologies and related costs; asset, business and product portfolio changes; and expected tax rates and net interest costs.

44

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
These plans and expectations are based upon certain underlying assumptions, including those mentioned with the specific statements.  Such assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, management plans and strategies, economic conditions and other factors.  These plans and expectations and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results.  Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized.  In addition to the factors described in this report, the following are some of the important factors that could cause the Company's actual results to differ materially from those in any such forward-looking statements:

·  
The Company is reliant on certain strategic raw materials and energy commodities for its operations and utilizes risk management tools, including hedging, as appropriate, to mitigate short-term market fluctuations in raw material and energy costs.  There can be no assurance, however, that such measures will result in cost savings or that all market fluctuation exposure will be eliminated.  In addition, natural disasters, changes in laws or regulations, war or other outbreak of hostilities or terrorism or other political factors in any of the countries or regions in which the Company operates or does business or in countries or regions that are key suppliers of strategic raw materials and energy commodities, or breakdown or degradation of transportation infrastructure used for delivery of strategic raw materials and energy commodities, could affect availability and costs of raw materials and energy commodities.

·  
While temporary shortages of raw materials and energy may occasionally occur, these items have historically been sufficiently available to cover current and projected requirements.  However, their continuous availability and price are impacted by natural disasters, plant interruptions occurring during periods of high demand, domestic and world market and political conditions, changes in government regulation, war or other outbreak of hostilities or terrorism, and breakdown or degradation of transportation infrastructure.  Eastman’s operations or products may, at times, be adversely affected by these factors.

·  
The Company's competitive position in the markets in which it participates is, in part, subject to external factors in addition to those that the Company can impact.  Natural disasters, pandemic illnesses, changes in laws or regulations, war or other outbreak of hostilities or terrorism, or other political factors in any of the countries or regions in which the Company operates or does business or in countries or regions that are key suppliers of strategic raw materials, and breakdown or degradation of transportation infrastructure used for delivery of  raw materials and energy supplies to the Company and for delivery of the Company's products to customers, could negatively impact the Company’s competitive position and its ability to maintain market share.  For example, supply and demand for certain of the Company's products is driven by end-use markets and worldwide capacities which, in turn, impact demand for and pricing of the Company's products.

·  
Limitation of the Company's available manufacturing capacity due to significant disruption in its manufacturing operations, including natural disasters, pandemic illnesses, changes in laws or regulations, war or other outbreak of hostilities or terrorism or other political factors in any of the countries or regions in which the Company operates or does business, or breakdown or degradation of transportation infrastructure used for delivery of  raw materials and energy supplies to the Company and for delivery of the Company's products to customers, could have a material adverse affect on sales revenue, costs and results of operations and financial condition.  Additionally, limitations of our suppliers' and customers' available manufacturing capacity due to the factors described above could have a material adverse affect on sales revenue, costs and results of operations and financial condition.

·  
The Company has an extensive customer base; however, loss of, or material financial weakness of, certain of the largest customers could adversely affect the Company's financial condition and results of operations until such business is replaced and no assurances can be made that the Company would be able to regain or replace any lost customers.

45

   
 
   
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
 
·  
The Company's competitive position has from time to time been adversely impacted by low cost competitors in certain regions.  The Company has efforts underway to exploit growth opportunities in certain core businesses by developing new products and technologies, expanding into new markets, and tailoring product offerings to customer needs.  Current examples include IntegRex technology and new PET polymers products, such as ParaStar , and copolyester product innovations, such as Eastman   Tritan copolyester. There can be no assurance that such efforts will result in financially successful commercialization of such products or acceptance by existing or new customers or new markets or that large capital projects for such growth efforts can be completed within the time or at the costs projected due, among other things, to demand for and availability of construction materials and labor.

·  
The Company has made, and intends to continue making, strategic investments, including IntegRex technology and coal gasification, and has entered, and expects to continue to enter, into strategic alliances in technology, services businesses, and other ventures in order to build, diversify, and strengthen certain Eastman capabilities, improve Eastman's raw materials and energy cost and supply position, and maintain high utilization of manufacturing assets.  There can be no assurance that such investments and alliances will achieve their underlying strategic business objectives or that they will be beneficial to the Company's results of operations or that large capital projects for such growth efforts can be completed within the time or at the costs projected due, among other things, to demand for and availability of construction materials and labor.

·  
In addition to productivity and cost reduction initiatives, the Company is striving to improve margins on its products through price increases where warranted and accepted by the market; however, the Company's earnings could be negatively impacted should such increases be unrealized, not be sufficient to cover increased raw material and energy costs, or have a negative impact on demand and volume.  There can be no assurances that price increases will be realized or will be realized within the company's anticipated timeframe.

·  
The Company has undertaken and expects to continue to undertake productivity and cost reduction initiatives and organizational restructurings to improve performance and generate cost savings.  There can be no assurance that these will be completed as planned or beneficial or that estimated cost savings from such activities will be realized.

·  
The Company's facilities and businesses are subject to complex health, safety and environmental laws and regulations, which require and will continue to require significant expenditures to remain in compliance with such laws and regulations currently and in the future.  The Company's accruals for such costs and associated liabilities are subject to changes in estimates on which the accruals are based.  The amount accrued reflects the Company’s assumptions about remediation requirements at the contaminated site, the nature of the remedy, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the number and financial viability of other potentially responsible parties.  Changes in the estimates on which the accruals are based, unanticipated government enforcement action, or changes in health, safety, environmental, chemical control regulations and testing requirements could result in higher or lower costs.

·  
The Company and its operations from time to time are parties to or targets of lawsuits, claims, investigations, and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which are handled and defended in the ordinary course of business.  The Company believes amounts reserved are adequate for such pending matters; however, results of operations could be affected by significant litigation adverse to the Company.

·  
The Company has deferred tax assets related to capital and operating losses.  The Company establishes valuation allowances to reduce these deferred tax assets to an amount that is more likely than not to be realized.  The Company’s ability to utilize these deferred tax assets depends on projected future operating results, the reversal of existing temporary differences, and the availability of tax planning strategies.  Realization of these assets is expected to occur over an extended period of time. As a result, changes in tax laws, assumptions with respect to future taxable income, and tax planning strategies could result in adjustments to these assets.
 

 
46

 
 
 
 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS    
 
·  
Due to the Company's global sales, earnings, and asset profile, it is exposed to volatility in foreign currency exchange rates and interest rates.  The Company may use derivative financial instruments, including swaps, options and forwards, to mitigate the impact of changes in exchange rates and interest rates on its financial results.  However, there can be no assurance that these efforts will be successful and operating results could be affected by significant adverse changes in currency exchange rates or interest rates.

The foregoing list of important factors does not include all such factors nor necessarily present them in order of importance.  This disclosure, including that under "Outlook" and "Forward-Looking Statements and Risk Factors," and other forward-looking statements and related disclosures made by the Company in this Quarterly Report on Form 10-Q and elsewhere from time to time, represents management's best judgment as of the date the information is given.  The Company does not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law.  Investors are advised, however, to consult any further public Company disclosures (such as in filings with the Securities and Exchange Commission or in Company press releases) on related subjects.


47

 
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There are no material changes to the quantitative and qualitative information about the Company's market risks from that disclosed in Part II, Item 7A of the Company's 2006 Annual Report on Form 10-K.

ITEM 4.   CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company’s disclosure controls and procedures.  Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective as of September 30, 2007.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during the third quarter of 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


48


PART II.  OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS

General

From time to time, the Company and its operations are parties to, or targets of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which are being handled and defended in the ordinary course of business.  While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters, including the sorbates litigation and the asbestos litigation, will have a material adverse effect on its overall financial condition, results of operations or cash flows.  However, adverse developments could negatively impact earnings or cash flows in a particular future period.  For additional information about the sorbates and asbestos litigation, refer to Note 16 to the Company's unaudited consolidated financial statements.

Middelburg (Netherlands) Environmental Proceeding

In June 2005, Eastman Chemical Middelburg, B.V., a wholly owned subsidiary of the Company, (the "Subsidiary") received a summons from the Middelburg (Netherlands) District Court Office to appear before the economic magistrate of that District and respond to allegations that the Subsidiary's manufacturing facility in Middelburg has exceeded certain conditions in the permit that allows the facility to discharge wastewater into the municipal wastewater treatment system. The summons proposed penalties in excess of $100,000 as a result of the alleged violations. A hearing in this matter took place on July 28, 2005, at which time the magistrate bifurcated the proceeding into two phases: a compliance phase and an economic benefit phase. With respect to the compliance phase, the magistrate levied a fine of less than $100,000. With respect to the economic benefit phase, where the prosecutor proposed a penalty in excess of $100,000, the district court in November 2006 assessed against the Subsidiary a penalty of less than $100,000.  The prosecutor has appealed this ruling, and the appeal is pending.  This disclosure is made pursuant to SEC Regulation S-K, Item 103, Instruction 5.C., which requires disclosure of administrative proceedings commenced under environmental laws that involve governmental authorities as parties and potential monetary sanctions in excess of $100,000. The Company believes that the ultimate resolution of this proceeding will not have a material impact on the Company’s financial condition, results of operations, or cash flows.

Jefferson (Pennsylvania) Environmental Proceeding

In December 2005, Eastman Chemical Resins, Inc., a wholly-owned subsidiary of the Company (the "ECR Subsidiary"), received a Notice of Violation ("NOV") from the United States Environmental Protection Agency's Region III Office ("EPA") alleging that the ECR Subsidiary's West Elizabeth, Jefferson Borough, Allegheny County, Pennsylvania manufacturing operation violated certain federally enforceable local air quality regulations and certain provisions in a number of air quality-related permits.  The NOV did not assess a civil penalty and EPA has to date not proposed any specific civil penalty amount.  In October 2006, EPA referred the matter to the United States Department of Justice's Environmental Enforcement Section ("DOJ").  Company representatives met with EPA and DOJ in November, 2006 and subsequent to that meeting the Company determined that it is not reasonably likely that any civil penalty assessed by the EPA and DOJ will be less than $100,000. While the Company intends to vigorously defend against these allegations, this disclosure is made pursuant to SEC Regulation S-K, Item 103, Instruction 5.C., which requires disclosure of administrative proceedings commenced under environmental laws that involve governmental authorities as parties and potential monetary sanctions in excess of $100,000.  The Company believes that the ultimate resolution of this proceeding will not have a material impact on the Company's financial condition, results of operations, or cash flows.



49


ITEM 1A.   RISK FACTORS

For identification and discussion of the most significant risks applicable to the Company and its business, see Part I – Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements and Risk Factors of this Quarterly Report on Form 10-Q.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 (c)  Purchases of Equity Securities by the Issuer

Period
Total Number
of Shares
Purchased
(1)
 
Average Price Paid Per Share
(2)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans
or Programs
(3)
 
Approximate Dollar
Value (in millions) that May Yet Be Purchased Under the Plans or Programs
(3)
July 1- 31, 2007
301,101
$
67.06
 
300,900
$
193
August 1-31, 2007
2,208,967
 
66.14
 
2,208,500
47
September 1-30, 2007
722,477
 
65.64
 
721,948
 
0
Total
3,232,545
$
66.11
 
3,231,348
   

(1)  
Shares repurchased under a publicly announced repurchase plan and shares surrendered to the Company by employees to satisfy individual tax withholding obligations upon vesting of previously issued shares of restricted common stock.

(2)  
Average price paid per share reflects the weighted average purchase price paid during the period for all share repurchases and shares surrendered by employee stockholders to satisfy individual tax withholding obligations upon vesting of restricted common stock.

(3)  
On February 20, 2007, the Board of Directors approved a new authorization for the repurchase of up to $300 million of the Company's outstanding common stock at such times, in such amounts, and on such terms, as determined to be in the best interests of the Company.  Repurchased shares may be used for compensation and benefit plans and other corporate purposes.  As of September 30, 2007, the Company has completed the authorized share repurchases having purchased a total of 4,601,448 shares for a total amount of $300 million.

ITEM 6.   EXHIBITS

Exhibits filed as part of this report are listed in the Exhibit Index appearing on page 51.

 

50


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 thereunto duly authorized.
 
     
Eastman Chemical Company
       
       
       
Date:  October 31, 2007
 
By:
 /s/ Richard A. Lorraine
     
Richard A. Lorraine
     
Senior Vice President and Chief Financial Officer

 

 

51



   
EXHIBIT INDEX
 
Sequential
Exhibit
     
Page
Number
 
Description
 
Number
         
3.01
 
Amended and Restated Certificate of Incorporation of Eastman Chemical Company, as amended (incorporated herein by reference to Exhibit 3.01 to Eastman Chemical Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001)
   
         
3.02
 
Amended and Restated Bylaws of Eastman Chemical Company , as amended  effective November 9, 2007 to except CEO Board member from term limits provision of Section 3.1
   
         
4.01
 
Form of Eastman Chemical Company common stock certificate as amended February 1, 2001 (incorporated herein by reference to Exhibit 4.01 to Eastman Chemical Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001)
   
         
4.02
 
Indenture, dated as of January 10, 1994, between Eastman Chemical Company and The Bank of New York, as Trustee (the "Indenture") (incorporated herein by reference to Exhibit 4(a) to Eastman Chemical Company's Current Report on Form 8-K dated January 10, 1994 (the "8-K"))
   
         
4.03
 
Form of 7 1/4% Debentures due January 15, 2024 (incorporated herein by reference to Exhibit 4(d) to the 8-K)
   
         
4.04
 
Officers’ Certificate pursuant to Sections 201 and 301 of the Indenture (incorporated herein by reference to Exhibit 4(a) to Eastman Chemical Company's Current Report on Form 8-K dated June 8, 1994 (the "June 8-K"))
   
         
4.05
 
Form of 7 5/8% Debentures due June 15, 2024 (incorporated herein by reference to Exhibit 4(b) to the June 8-K)
   
         
4.06
 
Form of 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.08 to Eastman Chemical Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996 10-K"))
   
         
4.07
 
Form of 7% Notes due April 15, 2012 (incorporated herein by reference to Exhibit 4.09 to Eastman Chemical Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002)
   
         
4.08
 
Officer's Certificate pursuant to Sections 201 and 301 of the Indenture related to 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.09 to the 1996 10-K)
   
         
4.09
 
$200,000,000 Accounts Receivable Securitization agreement dated April 13, 1999 (amended April 11, 2000), between the Company and Bank One, N.A., as agent. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, in lieu of filing a copy of such agreement, the Company agrees to furnish a copy of such agreement to the Commission upon request
   
         
4.10
 
Amended and Restated Credit Agreement, dated as of April 3, 2006 (the "Credit Agreement") among Eastman Chemical Company, the Lenders named therein, and Citigroup Global Markets, Inc. and J. P. Morgan Securities Inc., as joint lead arrangers (incorporated herein by reference to Exhibit 4.11 to Eastman Chemical Company's Quarterly Report on Form 10-Q for the quarter ended  June 30, 2006)
   



52



     
EXHIBIT INDEX
 
Sequential
 
Exhibit
     
Page
 
Number
 
Description
 
Number
           
 
4.11
 
Form of 3 ¼% Notes due June 16, 2008 (incorporated herein by reference to Exhibit 4.13 to Eastman Chemical Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
   
           
 
4.12
 
Form of 6.30% Notes due 2018 (incorporated herein by reference to Exhibit 4.14 to Eastman Chemical Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)
   
           
 
10.01
     
           
 
10.02
     
           
 
10.03
     
           
 
10.04
     
           
 
10.05
     
           
 
10.06
     
           
 
10.07
     
           
 
 10.08
  Forms of Award Notice for Stock Options Granted to Executive Officers under the 2007 Omnibus Long-Term Compensation Plan    
           
 
 10.09
  Forms of Performance Share Award to Executive Officers under the 2007 Omnibus Long-Term Compensation Plan (2008-2010 Performance Period)    
           
 
 10.10
    2007 Director Long-Term Compensation Subplan of the 2007 Imnibus Long-Term Compensation Plan    
           
 
12.01
   
54
           
 
31.01
   
55
           
 
31.02
   
56
           
 
32.01
   
57
           
 
32.02
   
58
           
 
99.01
   
59
           
 

53
 




EASTMAN CHEMICAL COMPANY BYLAWS

SECTION I

Capital Stock

Section 1.1.  Certificates .  Every holder of stock in the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the Chairman of the Board of Directors or the Vice Chairman or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares in the Corporation owned by such holder.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 1.2.  Record Ownership .  A record of the name and address of the holder of each certificate, the number of shares represented thereby and the date of issue thereof shall be made on the Corporation's books.  The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by the laws of the State of Delaware.

Section 1.3.  Transfer of Record Ownership .  Transfers of stock shall be made on the books of the Corporation only by direction of the person named in the certificate or such person's attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor and a written assignment of the shares evidenced thereby, which certificate shall be canceled before the new certificate is issued.

Section 1.4.  Lost Certificates .  Any person claiming a stock certificate in lieu of one lost, stolen or destroyed shall give the Corporation an affidavit as to such person's ownership of the certificate and of the facts which go to prove its loss, theft or destruction.  Such person shall also, if required by policies adopted by the Board of Directors, give the Corporation a bond, in such form as may be approved by the Corporation, sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of the certificate or the issuance of a new certificate.

Section 1.5.  Transfer Agents; Registrars; Rules Respecting Certificates .  The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.  The Board of Directors may make such further rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Corporation.

1



Section 1.6.  Record Date .  The Board of Directors may fix in advance a future date, not exceeding 60 days (nor, in the case of a stockholders' meeting, less than ten days) preceding the date of any meeting of stockholders, payment of dividend or other distribution, allotment of rights, or change, conversion or exchange of capital stock or for the purpose of any other lawful action, as the record date for determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or to receive any such dividend or other distribution or allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to participate in any such other lawful action, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive such dividend or other distribution or allotment of rights, or to exercise such rights, or to participate in any such other lawful action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.


SECTION II

Meetings of Stockholders

Section 2.1.  Annual .  The annual meeting of stockholders for the election of directors and the transaction of such other proper business shall be held on the first Thursday in May, unless otherwise specified by resolution adopted by the Board of Directors, and at the time and place, within or without the State of Delaware, as determined by the Board of Directors.

Section 2.2.  Special .  Special meetings of stockholders for any purpose or purposes may be called only by the Board of Directors, pursuant to a resolution adopted by a majority of the members of the Board of Directors then in office.  Special meetings may be held at any place, within or without the State of Delaware, as determined by the Board of Directors.  The only business which may be conducted at such a meeting, other than procedural matters and matters relating to the conduct of the meeting, shall be the matter or matters described in the notice of the meeting.

Section 2.3.  Notice . Notice of each meeting of stockholders, shall be made in writing, or electronically to such stockholders as have consented to the receipt of such notice by electronic means, or by any such other means permitted by the Delaware General Corporation Law.  Such notice shall state the date, time, place and, in the case of a special meeting, the purpose thereof, shall be given as provided by law by the Secretary or an Assistant Secretary not less than ten days nor more than 60 days before such meeting (unless a different time is specified by law) to every stockholder entitled by law to notice of such meeting.

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Section 2.4.  List of Stockholders.   A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary.  Such list shall be available for examination of any stockholder, for any purpose germane to the meeting, either on a reasonably accessible electronic network or, during normal business hours, at the Corporation’s principal place of business, for at least ten days before the meeting and at the place of the meeting during the whole time of the meeting.  In the event that such list is to be made available on an electronic network, the notice of meeting given under Section 2.3 hereof shall provide the information required to gain access to such list.

Section 2.5.  Quorum .  The holders of shares of stock entitled to cast a majority of the votes on the matters at issue at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum, except as otherwise required by the Delaware General Corporation Law.  In the event of a lack of a quorum, the chairman of the meeting or a majority in interest of the stockholders present in person or represented by proxy may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be obtained.  At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.6.  Organization and Procedure .  (a)  The Chairman of the Board, or such other officer of the Corporation designated by a majority of the directors that the Corporation would have if there were no vacancies on the Board of Directors (the “Whole Board”), will call meetings of the stockholders to order and will act as presiding officer thereof.  Unless otherwise determined prior to the meeting by a majority of the Whole Board, the presiding officer of the meeting of the stockholders will have the right and the authority to determine and maintain the rules, regulations and procedures for the proper conduct of the meeting, including, without limitation, restricting entry to the meeting after it has commenced, maintaining order and the safety of those in attendance, opening and closing the polls for voting, dismissing business or proposals not properly submitted, limiting the time allowed for discussion of the business of the meeting, restricting the persons (other than stockholders of the Corporation or their duly appointed proxies) that may attend the meeting, and ascertaining whether any stockholder or proxy holder may be excluded from the meeting based upon any determination by the presiding officer, in his or her sole discretion, that the stockholder or proxy holder is unduly disruptive or is likely to disrupt the meeting.  The Secretary of the Corporation shall act as secretary, but in the absence of the Secretary, the presiding officer may appoint a secretary.
 
(b)  At an annual meeting of the stockholders, only such business will be conducted or considered as is properly brought before the meeting.  To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given in accordance with these bylaws, (ii) brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board, or (iii) otherwise properly requested to be brought before the meeting by a stockholder of the Corporation in accordance with these bylaws.
 

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        (c)  At a special meeting of stockholders, only such business may be conducted or considered as is properly brought before the meeting.  To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given in accordance with these bylaws or (ii) brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board.  The determination of whether any business sought to be brought before any annual or special meeting of the stockholders is properly brought before such meeting will be made by the presiding officer of the meeting.  If the presiding officer determines that any business is not properly brought before such meeting, he or she will so declare at the meeting and any such business will not be conducted or considered.
 
Section 2.7.  Stockholder Nominations and Proposals .  (a)  No proposal for a stockholder vote shall be submitted by a stockholder (a "Stockholder Proposal") to the Corporation's stockholders unless the stockholder submitting such proposal (the "Proponent") shall have filed a written notice setting forth with particularity (i) the names and business addresses of the Proponent and all Persons (as such term is defined in Article V of the Certificate of Incorporation) acting in concert with the Proponent; (ii) the name and address of the Proponent and the Persons identified in clause (i), as they appear on the Corporation's books (if they so appear); (iii) the class and number of shares of the Corporation beneficially owned by the Proponent and the Persons identified in clause (i); (iv) a description of the Stockholder Proposal containing all material information relating thereto; and (v) such other information as the Board of Directors reasonably determines is necessary or appropriate to enable the Board of Directors and stockholders of the Corporation to consider the Stockholder Proposal.  The presiding officer at any stockholders' meeting may determine that any Stockholder Proposal was not made in accordance with the procedures prescribed in these Bylaws or is otherwise not in accordance with law, and if it is so determined, such officer shall so declare at the meeting and the Stockholder Proposal shall be disregarded.

(b)  Only persons who are selected and recommended by the Board of Directors or the committee of the Board of Directors designated to make nominations, or who are nominated by stockholders in accordance with the procedures set forth in this Section 2.7, shall be eligible for election, or qualified to serve, as directors.  Nominations of individuals for election to the Board of Directors of the Corporation at any annual meeting or any special meeting of stockholders at which directors are to be elected may be made by any stockholder of the Corporation entitled to vote for the election of directors at that meeting by compliance with the procedures set forth in this Section 2.7.  Nominations by stockholders shall be made by written notice (a "Nomination Notice"), which shall set forth (i) as to each individual nominated, (A) the name, date of birth, business address and residence address of such individual; (B) the business experience during the past five years of such nominee, including his or her principal occupations and employment during such period, the name and principal business of any corporation or other organization in which such occupations and employment were carried on, and such other information as to the nature of his or her responsibilities

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and level of professional competence as may be sufficient to permit assessment of his or her prior business experience; (C) whether the nominee is or has ever been at any time a director, officer or owner of 5% or more of any class of capital stock, partnership interests or other equity interest of any corporation, partnership or other entity; (D) any directorships held by such nominee in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended; (E) whether, in the last five years, such nominee has been convicted in a criminal proceeding or has been subject to a judgment, order, finding or decree of any federal, state or other governmental entity, concerning any violation of federal, state or other law, or any proceeding in bankruptcy, which conviction, order, finding, decree or proceeding may be material to an evaluation of the ability or integrity of the nominee; and (F) all information relevant to a determination of the nominee's status as to "independence," including references to the criteria established by the New York Stock Exchange (or any other exchange or quotation system on which the Corporation's equity securities are then listed or quoted) and the Corporation's Corporate Governance Guidelines, in each case as in effect at the time of such Stockholder Nomination; and (ii) as to the Person submitting the Nomination Notice and any Person acting in concert with such Person, (x) the name and business address of such Person, (y) the name and address of such Person as they appear on the Corporation's books (if they so appear), and (z) the class and number of shares of the Corporation that are beneficially owned by such Person.  A written consent to being named in a proxy statement as a nominee, and to serve as a director if elected, signed by the nominee, shall be filed with any Nomination Notice.  If the presiding officer at any stockholders' meeting determines that a nomination was not made in accordance with the procedures prescribed by these Bylaws, he shall so declare to the meeting and the defective nomination shall be disregarded.

(c)  In the case of an annual meeting of stockholders, Nomination Notices and Stockholder Proposals shall be delivered to the Secretary at the principal executive office of the Corporation not less than 45 days prior to the date on which the notice of the immediately preceding year's annual meeting of stockholders was first sent to the stockholders of the Corporation.  In the case of a special meeting of stockholders, Nomination Notices and Stockholder Proposals shall be delivered to the Secretary at the principal executive office of the Corporation no later than the close of business on the 15th day following the day on which notice of the date of a special meeting of stockholders was given.

Section 2.8.  Voting. Unless otherwise provided in a resolution or resolutions providing for any class or series of Preferred Stock pursuant to Article IV of the Certificate of Incorporation or by the Delaware General Corporation Law, each stockholder shall be entitled to one vote, in person or by proxy, for each share held of record by such stockholder who is entitled to vote generally in the election of directors.  Each stockholder voting by proxy shall grant such authority in writing, by electronic or telephonic transmission or communication, or by any such other means permitted by the Delaware General Corporation Law.  All questions, including elections for the Board of Directors, shall be decided by a majority of the votes cast, except as otherwise required by the Delaware General Corporation Law or as provided for in the Certificate of Incorporation or these Bylaws.

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Abstentions shall not be considered to be votes cast. For purposes of this Bylaw, a majority of votes cast shall mean that the number of shares voted "for" a director's election exceeds 50% of the number of votes cast with respect to that director's election or, in the case where the number of nominees exceeds the number of directors to be elected, cast with respect to election of directors generally. Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director's election, or, in the case where the number of nominees exceeds the number of directors to be elected, abstentions with respect to election of directors generally.

If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee of the Board of Directors shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission, or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale for the decision within 90 days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director's resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting of stockholders at which the class in which he or she is serving is nominated and re-elected and until his or her successor is duly elected, or his or her earlier resignation and removal. If a director's resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board of Directors pursuant to the Delaware General Corporation Law and the Certificate of Incorporation and these Bylaws of the Company.

Section 2.9.  Inspectors .  The Board of Directors by resolution shall, in advance of any meeting of stockholders, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof.  One or more persons may be designated by the Board of Directors as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.  The inspectors shall have the duties prescribed by the Delaware General Corporation Law.

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SECTION III

Board of Directors

Section 3.1.   Number and Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.  The number of directors constituting the Board of Directors shall be as authorized from time to time exclusively by a vote of a majority of the members of the Board of Directors then in office.  The maximum number of consecutive three-year terms of office that may be served by any director is three, and for purposes of calculating such maximum number of terms there shall not be counted as a three-year term any service during a partial term for which such director is serving or during any initial term; provided, however, that the Board of Directors is authorized in circumstances it deems appropriate to nominate and thereby render eligible a person for a fourth or subsequent consecutive three-year term. These term limits shall not apply to a Chief Executive Officer of the Corporation who is also a member of the Board of Directors.   Notwithstanding the foregoing, (i) a person who is not serving as a director shall not be eligible for nomination, appointment, or election if such person has or will have reached age 70 on the date of his or her appointment or election; and (ii) any director reaching the age of 70 during any term of office shall continue to be qualified to serve as a director only until the next annual meeting of stockholders following his or her 70th birthday, provided, however, that the Board of Directors is authorized, in circumstances it deems appropriate and by unanimous approval of all of the directors then in office (excepting the director whose qualification is the subject of the action),  to render a director then in office eligible to serve until the next annual meeting of stockholders following his or her 71st birthday.

Section 3.2.  Resignation .  A director may resign at any time by giving notice, in writing, by electronic transmission or by any other means permitted by the Delaware General Corporation Law, to the Chairman of the Board or to the Secretary.  Unless otherwise stated in such notice of resignation, the acceptance thereof shall not be necessary to make it effective; and such resignation shall take effect at the time specified therein or, in the absence of such specification, it shall take effect upon the receipt thereof.

Section 3.3.  Regular Meetings .  Regular meetings of the Board of Directors may be held without further notice at such time as shall from time to time be determined by the Board of Directors.  Unless otherwise determined by the Board of Directors, the locations of the regular meetings of the Board of Directors shall be in Kingsport, Tennessee.  A meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before it may be held without notice immediately following the annual meeting of stockholders.

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Section 3.4.  Special Meetings .  Special meetings of the Board of Directors may be called by the Chairman of the Board, or the Vice Chairman or at the request in writing of one third of the members of the Board of Directors then in office.

Section 3.5.  Notice of Special Meetings .  Notice of the date, time and place of each special meeting shall be mailed by regular mail to each director at his designated address at least six days before the meeting; or sent by overnight courier to each director at his designated address at least two days before the meeting (with delivery scheduled to occur no later than the day before the meeting); or given orally by telephone or other means, or by telegraph or telecopy, or by any other means comparable to any of the foregoing, to each director at his designated address at least 24 hours before the meeting; provided, however, that if less than five days' notice is provided and one third of the members of the Board of Directors then in office object in writing prior to or at the commencement of the meeting, such meeting shall be postponed until five days after such notice was given pursuant to this sentence (or such shorter period to which a majority of those who objected in writing agree), provided that notice of such postponed meeting shall be given in accordance with this Section 3.5.  The notice of the special meeting shall state the general purpose of the meeting, but other routine business may be conducted at the special meeting without such matter being stated in the notice.

Section 3.6.  Place of Meetings .  The Board of Directors may hold their meetings and have an office or offices inside or outside of the State of Delaware.

Section 3.7.  Telephonic Meeting and Participation .  Any or all of the directors may participate in a meeting of the Board of Directors or any committee thereof by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

Section 3.8.  Action by Directors Without a Meeting .  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, by electronic transmission, or by any other means permitted by the Delaware General Corporation Law, and the writing or writings or, if the consent action is taken by electronic transmission, paper reproductions of such electronic transmissions, are filed with the minutes of proceedings of the Board or committee.

Section 3.9.  Quorum and Adjournment .  A majority of the directors then holding office shall constitute a quorum.  The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  Whether or not a quorum is present to conduct a meeting, any meeting of the Board of Directors (including an adjourned meeting) may be adjourned by a majority of the directors present, to reconvene at a specific time and place.  It shall not be necessary to give to the directors present at the adjourned meeting notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned; provided, however, notice of such reconvened meeting, stating the date, time, and place of the reconvened meeting, shall be given to the directors not present at the adjourned meeting in accordance with the requirements of Section 3.5 hereof.

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Section 3.10.  Organization .  The Chairman of the Board, or, in the absence of the Chairman of the Board, the Vice Chairman, or in the absence of the Vice Chairman, a member of the Board selected by the members present, shall preside at meetings of the Board.  The Secretary of the Corporation shall act as secretary, but in the absence of the Secretary, the presiding officer may appoint a secretary.

Section 3.11.  Compensation of Directors .  Directors shall receive such compensation for their services as the Board of Directors may determine.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

Section 3.12.  Presumption of Assent .  A director of the Corporation who is present at a meeting of the Board of Directors when a vote on any matter is taken is deemed to have assented to the action taken unless he votes against or abstains from the action taken, or unless at the beginning of the meeting or promptly upon arrival the director objects to the holding of the meeting or transacting specified business at the meeting.  Any such dissenting votes, abstentions or objections shall be entered in the minutes of the meeting.


SECTION IV

Committees

Section 4.1.  Committees .  The Board of Directors may, by resolutions passed by a majority of the members of the Board of Directors, designate members of the Board of Directors to constitute other committees which shall in each case consist of such number of directors, and shall have and may execute such powers as may be determined and specified in the respective resolutions appointing them.  Any such committee may fix its rules of procedure, determine its manner of acting and the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide.  Unless otherwise provided by the Board of Directors or such committee, the quorum, voting and other procedures shall be the same as those applicable to actions taken by the Board of Directors.  A majority of the members of the Board of Directors then in office shall have the power to change the membership of any such committee at any time, to fill vacancies therein and to discharge any such committee or to remove any member thereof, either with or without cause, at any time.

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SECTION V

Officers

Section 5.1.  Designation.   The officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer, a Chief Financial Officer, a Treasurer, a Controller, and a Secretary, and such other officers as the Board of Directors may elect or appoint, or provide for the appointment of, as may from time to time appear necessary or advisable in the conduct of the business and affairs of the Corporation.  Any number of offices may be held by the same persons, except that the Chairman of the Board must be a director of the Corporation and may also be the Chief Executive Officer.

Section 5.2.  Election Term.   At its first meeting after each annual meeting of stockholders, the Board of Directors shall elect the officers or provide for the appointment thereof.  Subject to Section 5.3 and Section 5.4 hereof, the term of each officer elected by the Board of Directors shall be until the first meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor is chosen and qualified.

Section 5.3.  Resignation.   Any officer may resign at any time by giving written notice to the Secretary.  Unless otherwise stated in such notice of resignation, the acceptance thereof shall not be necessary to make it effective; and such resignation shall take effect at the time specified therein or, in the absence of such specification, it shall take effect upon the receipt thereof.

Section 5.4.  Removal.   Any officer may be removed at any time with or without cause by affirmative vote of a majority of the members of the Board of Directors then in office.  Any officer appointed by another officer may be removed with or without cause by such officer or the Chief Executive Officer.

Section 5.5.  Vacancies.   A vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors or, in the case of offices held by officers who may be appointed by other officers, by any officer authorized to appoint such officer.

Section 5.6.  Chief Executive Officer.   The Chief Executive Officer shall be responsible for carrying out the policies adopted by the Board of Directors.

Section 5.7.  Chairman of the Board.   The Chairman of the Board shall have such powers and perform such duties as may be provided for herein and as may be incident to the office and as may be assigned by the Board of Directors.

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Section 5.8.  Chief Financial Officer.   The Chief Financial Officer shall act in an executive financial capacity, and assist the Chief Executive Officer in the general supervision of the Corporation’s financial policies and affairs, and shall perform all acts incident to the position of Chief Financial Officer, subject to the control of the Board of Directors.

Section 5.9.  Treasurer.   The Treasurer shall have charge of all funds of the Corporation and shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors.

Section 5.10.  Controller.   The Controller shall serve as principal accounting officer of the Corporation, having the custody and operation of the accounting books and records of the Corporation, and shall perform all acts incident to the position of Controller, subject to the control of the Board of Directors.

Section 5.11.  Secretary.   The Secretary shall keep the minutes, and give notices, of all meetings of stockholders and directors and of such committees as directed by the Board of Directors.  The Secretary shall have charge of such books and papers as the Board of Directors may require.  The Secretary (or any Assistant Secretary) is authorized to certify copies of extracts from minutes and of documents in the Secretary’s charge and anyone may rely on such certified copies to the same effect as if such copies were originals and may rely upon any statement of fact concerning the Corporation certified by the Secretary (or any Assistant Secretary).  The Secretary shall perform all acts incident to the office of Secretary, subject to the control of the Board of Directors.

Section 5.12.  Compensation of Officers.   The officers of the Corporation shall receive such compensation for their services as the Board of Directors or the appropriate committee thereof may determine.  The Board of Directors may delegate its authority to determine compensation to designated officers of the Corporation.

Section 5.13.  Execution of Instruments.   Checks, notes, drafts, other commercial instruments, assignments, guarantees of signatures and contracts (except as otherwise provided herein or by law) shall be executed by the Chief Executive Officer or other officers or employees or agents, in any such case as the Board of Directors may direct or authorize.

Section 5.14.  Mechanical Endorsements.   The Chief Executive Officer, the Secretary, or other authorized officers may authorize any endorsement on behalf of the Corporation to be made by such mechanical means or stamps as any of such officers may deem appropriate.

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SECTION VI

Indemnification

Section 6.1.  Indemnification Provisions in Certificate of Incorporation .  The provisions of this Section VI are intended to supplement Article VII of the Certificate of Incorporation pursuant to Sections 7.2 and 7.3 thereof.  To the extent that this Section VI contains any provisions inconsistent with said Article VII, the provisions of the Certificate of Incorporation shall govern.  Terms defined in such Article VII shall have the same meaning in this Section VI.

Section 6.2.  Indemnification of Employees .  The Corporation shall indemnify and advance expenses to its employees to the same extent as to its directors and officers, as set forth in the Certificate of Incorporation and in this Section VI of the Bylaws of the Corporation.

Section 6.3.  Undertakings for Advances of Expenses .  If and to the extent the Delaware General Corporation Law requires, an advancement by the Corporation of expenses incurred by an indemnitee pursuant to clause (iii) of the last sentence of Section 7.1 of the Certificate of Incorporation (hereinafter an "advancement of expenses") shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under Article VII of the Certificate of Incorporation or otherwise.

Section 6.4.  Claims for Indemnification .  If a claim for indemnification under Section 7.1 of the Certificate of Incorporation is not paid in full by the Corporation within 60 days after it has been received in writing by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses only upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in Section 145 of the Delaware General Corporation Law (or any successor provision or provisions).  Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of

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conduct set forth in Section 145 of the Delaware General Corporation Law (or any successor provision or provisions), nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to have or retain such advancement of expenses, under Article VII of the Certificate of Incorporation or this Section VI or otherwise, shall be on the Corporation.

Section 6.5.  Insurance .  The Corporation may maintain insurance, at its expense, to protect itself and any director, trustee, officer, employee or agent of the Corporation or another enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.6.  Severability .  In the event that any of the provisions of this Section VI (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the full extent permitted by law.


SECTION VII

Miscellaneous

Section 7.1.  Seal .  The Corporation shall have a suitable seal, containing the name of the Corporation.  The Secretary shall be in charge of the seal and may authorize one or more duplicate seals to be kept and used by any other officer or person.

Section 7.2.  Waiver of Notice .  Whenever any notice is required to be given, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein shall be deemed equivalent thereto.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.3.  Voting of Stock Owned by the Corporation .  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the Vice Chairman, any Vice President or such officers or employees or agents as the Board of Directors or any of such designated officers may direct.  Any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors may from time to time confer like powers upon any other person or persons.

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SECTION VIII

Amendment of Bylaws

Section 8.1.  Power to Amend.   Except as otherwise provided by law or by the certificate of incorporation or these bylaws, these bylaws or any of them may be amended in any respect or repealed at any time, either (i) at any meeting of stockholders, subject to these bylaws, provided that any amendment or supplement proposed to be acted upon at any such meeting has been described in reasonable detail in the notice of such meeting, or (ii) at any meeting of the Board of Directors, provided in all events that any action relating to the last sentence of Section 3.1 hereof concerning the age 70 qualification limitation on Board service shall require the vote of 100% of the directors then in office, and provided further in all events that no amendment to any by-law that conflicts or varies with, or frustrates the purposes or effect of, any provision of the certificate of incorporation or other provisions of these bylaws may be adopted (including, without limitation, any bylaw the purpose or effect of which is to require approvals of matters by supermajority vote of the Board of Directors or a committee) without amendment of such provision of the certificate of incorporation or other provision of the bylaws in accordance with applicable law and, to the extent otherwise applicable, these bylaws.

Section 8.2.  Approval of Amendments.   Notwithstanding the foregoing and anything contained in these bylaws to the contrary, these bylaws may not be amended, supplemented, or repealed by the stockholders, and no provision inconsistent in intent, operation, or effect therewith may be adopted by the stockholders, without the affirmative vote of the holders of at least 80% of the stock of the Corporation of any class or series entitled to vote generally in the election of the directors of the Board of Directors, voting together as a single class.  Notwithstanding anything contained in these bylaws to the contrary, the affirmative vote of the holders of at least 80% of the stock of the Corporation of any class or series entitled to vote generally in the election of the directors of the Board of Directors, voting together as a single class, is required to amend, supplement or repeal, or to adopt any provisions inconsistent with, this section.

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EASTMAN CHEMICAL COMPANY
2007 OMNIBUS LONG-TERM COMPENSATION PLAN

ARTICLE 1
PURPOSE

      1.1.   GENERAL . The purpose of the Eastman Chemical Company 2007 Omnibus Long-Term Compensation Plan (the “Plan”) is to promote the success, and enhance the value, of Eastman Chemical Company (the “Company”), by linking the personal interests of employees, officers, and directors of the Company or any Affiliate (as defined below) to those of Company stockholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, and directors upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, and directors of the Company and its Affiliates.

ARTICLE 2
DEFINITIONS

      2.1.      DEFINITIONS . When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:
   
 
(a)  “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.
 
 
 
      (b)  “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Deferred Stock Unit Award, Performance Award, Dividend Equivalent Award, or Other Stock-Based Award awarded or granted to a Participant under the Plan.
 
 
 
      (c)  “Award Notice” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Notices may be in the form of individual award notices, agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Notices, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
 
 
 
     (d)  “Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.
 
 
 
(e)  “Board” means the Board of Directors of the Company.
 
 
   (f)  “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Notice, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee: gross neglect of duty, prolonged absence from duty without the consent of the Company, material breach by the Participant of any published Company code of conduct or code of ethics; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.
   
 
        (g)  “Change in Control” means and includes the occurrence of any one of the following events:
   
 
      (i) individuals who, on the Effective Date, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or
 
 
 
      (ii) any person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of Stock or (B) securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or
 
 
 
 
      (iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or
 
 
 
      (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
   
 
(h)  “Change-in-Control Price” means the highest closing price (or, if the Shares are not traded on an Exchange, the highest last sale price or closing “asked” price) per Share paid for the purchase of Stock in a national securities market during the ninety (90) day period ending on the date the Change in Control occurs.
   
 
(i)  “Change in Ownership” means a Change in Control that results directly or indirectly in the Stock (or the stock of any successor to the Company received in exchange for Stock) ceasing to be publicly traded in a national securities market.
 
 
 
       (j)  “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or Internal Revenue Service.
 
 
 
       (k)  “Committee” means the committee or committees of the Board described in Article 4.

 
       (l)  “Company” means Eastman Chemical Company, a Delaware corporation, or any successor corporation.
 
 
 
      (m)  “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee, officer, or director of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in the following cases: (ii) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee for executive officers, or the Committee’s delegate for other employees, and any determination by the Committee or the Committee’s delegate shall be final and conclusive.
 
 
 
      (n)  “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).
 
 
 
      (o)  “Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares of Stock (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections, which right may be subject to certain restrictions but is not subject to risk of forfeiture.
 
 
 
(p)  “Disability” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination whether a Participant is Disabled will be made by the Committee for executive officers, or the Committee’s delegate for other employees, and may be supported by the advice of a physician competent in the area to which such Disability relates.
 
 
 
(q)  “Dividend Equivalent” means a right granted to a Participant under Article 12.
   
 
 
       (r)  “Effective Date” has the meaning assigned such term in Section 3.1.
 
 
 
(s)  “Eligible Participant” means an employee, officer, or director of the Company or any Affiliate.
 
 
 
      (t)  “Exchange” means the New York Stock Exchange or any national securities exchange on which the Stock may from time to time be listed or traded.
 
 
 
       (u)  “Fair Market Value,” on any date, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by Nasdaq for such date, provided that if it is determined that the fair market value is not properly reflected by such Nasdaq quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.
 
 
 
       (v)  “Full Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock.
 
 
 
(w)  “Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.
 
 
 
(x)  “Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision.
 
 
 
       (y)  “Independent Directors” means those members of the Board of Directors who qualify at any given time as “independent” directors under Section 303A of the New York Stock Exchange Listed Company Manual, “non-employee” directors under Rule 16b-3 of the 1934 Act, and “outside” directors under Section 162(m) of the Code.
 
 
 
         (z)  “Non-Employee Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.
 
 
 
       (aa)  “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.
 
 
 
       (bb)  “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.
 
 
 
      (cc)  “Other Stock-Based Award” means a right, granted to a Participant under Article 13 that relates to or is valued by reference to Stock or other Awards relating to Stock.
 
 
 
      (dd)  “Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

 
(ee)  “Participant” means a person who, as an employee, officer, or director of the Company or any Affiliate, has been granted an Award under the Plan; provided that in the case of the death or Disability of a Participant, the term “Participant” refers to the Participant’s estate or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.
 
 
 
      (ff)  “Performance Award” means an Award under Article 10 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
 
     
(gg)  “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.
   
 
(hh)  “Plan” means this Eastman Chemical Company 2007 Omnibus Long-Term Compensation Plan, as amended from time to time.
 
 
 
(ii)  “Prior Plans” means the Company’s 1994 Omnibus Long-Term Compensation Plan, 1997 Omnibus Long-Term Compensation Plan, 2002 Omnibus Long-Term Compensation Plan, 1996 Non-Employee Director Stock Option Plan, 1994 Director Long-Term Compensation Plan, 1999 Director Long-Term Compensation Plan and 2002 Director Long-Term Compensation Plan.
 
 
 
(jj)  “Qualified Performance-Based Award” means an Award that is either (i) intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Business Measures as set forth in Section 11.2, or (ii) an Option or SAR having an exercise price equal to or greater than the Fair Market Value of the underlying Stock as of the Grant Date.
 
 
 
(kk)  “Qualified Business Measures” means one or more of the business measures listed in Section 11.2 upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee.
 
 
 
       (ll)  “Restricted Stock Award” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.
 
 
 
      (mm)  “Restricted Stock Unit Award” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.
 
 
 
       (nn)  “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.
 
 

 
(oo)  “Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Article 15, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Article 15.
 
 
 
      (pp)  “Stock” means the $0.01 par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 15.
 
 
 
(qq)  “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the excess of the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined pursuant to Article 8.
 
 
 
       (rr)  “Subsidiary” means any corporation, limited liability company, partnership or other entity, domestic or foreign, of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.
 
 
 
      (ss)  “1933 Act” means the Securities Act of 1933, as amended from time to time.
 
 
 
       (tt)  “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.


ARTICLE 3
EFFECTIVE TERM OF PLAN

      3.1.      EFFECTIVE DATE . The Plan shall be effective as of the date it is approved by the stockholders of the Company (the “Effective Date”).

      3.2.      TERMINATION OF PLAN . The Plan shall terminate on the fifth anniversary of the Effective Date unless earlier terminated as provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of this Plan.


ARTICLE 4
ADMINISTRATION
 
     4.1.      COMMITTEE . The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that at least two of the directors appointed to serve on the Committee shall be Independent Directors and that any such members of the Committee who do not so qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award (i) are persons subject to the short-swing profit rules of Section 16 of the 1934 Act, or (ii) are reasonably anticipated to become Covered Employees during the term of the Award. However, the mere fact that a Committee member shall fail to qualify as an Independent Director or shall fail to abstain from such action shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The members of

the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. Unless and until changed by the Board, the Compensation and Management Development Committee of the Board is designated as the Committee to administer the Plan, and in the case of Awards to Non-Employee Directors, the Nominating and Corporate Governance Committee of the Board is designated as the Committee to administer the Plan. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.

      4.2.      ACTION AND INTERPRETATIONS BY THE COMMITTEE . For purposes of administering the Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Notice and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company or the Committee to assist in the administration of the Plan.

      4.3.      AUTHORITY OF COMMITTEE . Except as provided in Section 4.1 and 4.5 hereof, the Committee has the exclusive power, authority and discretion to:
   
 
      (a) Grant Awards;
 
 
 
      (b) Designate Participants;
 
 
 
      (c) Determine the type or types of Awards to be granted to each Participant;
 
 
 
      (d) Determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;
 
 
 
      (e) Determine the terms and conditions of any Award granted under the Plan;
 
 
 
      (f) Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award, subject to and in accordance with Article 11 or 14;
 
 
 
      (g) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
 
 
 
      (h) Prescribe the form of each Award Notice, which need not be identical for each Participant;
   
 
      (i) Decide all other matters that must be determined in connection with an Award;

 
      (j) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;
 
 
 
      (k) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;
 
 
 
      (l) Amend the Plan or any Award Notice as provided herein; and
 
 
 
      (m) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other jurisdictions and to meet the objectives of the Plan.

      Notwithstanding the foregoing, Awards to Non-Employee Directors hereunder shall be made only in accordance with the terms, conditions and parameters of a subplan to this Plan, program, or policy for the compensation of Non-Employee Directors adopted by the Board as in effect from time to time, and the Committee may not make grants hereunder to Non-Employee Directors outside of the terms of such a Subplan, program, or policy.

      4.4.      DELEGATION .
   
 
      (a)  Administrative Duties . The Committee may delegate to one or more of its members or to one or more officers of the Company or an Affiliate or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan.
 
 
 
      (b)  Special Committee . The Board may, by resolution, expressly delegate to a special committee, consisting of one or more directors who are also officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible participants (a) who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who as of the Grant Date are reasonably anticipated to be become Covered Employees during the term of the Award. The acts of such delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the Committee regarding the delegated duties and responsibilities and any Awards so granted.

      4.5.      AWARD NOTICES . Each Award shall be evidenced by an Award Notice. Each Award Notice shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

ARTICLE 5
SHARES SUBJECT TO THE PLAN

      5.1.      NUMBER OF SHARES . Subject to adjustment as provided in Section 5.2 and Article 15, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 4,100,000, which shall consist of a number of Shares not previously authorized for issuance under any plan. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 4,100,000.

      5.2.      SHARE COUNTING . Shares covered by an Award shall be removed from the Plan share reserve as of the date of grant, but shall be added back to the Plan share reserve in accordance with this Section 5.2.

           (a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.

           (b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan.

           (c) Shares withheld from an Award or tendered to the Company by a Participant to satisfy minimum tax withholding requirements with respect to an Award will again be available for issuance pursuant to Awards granted under the Plan.

      (d) If the exercise price of an Option is satisfied by tendering Shares to the Company (by either actual delivery or attestation), such tendered Shares will again be available for issuance pursuant to Awards granted under the Plan.

      (e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, the Shares underlying the Award in excess of the number of Shares actually issued and delivered to the Participant will again be available for issuance pursuant to Awards granted under the Plan.

      (f)  Substitute Awards granted pursuant to Section 14 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.

      5.3.      STOCK DISTRIBUTED . Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

      5.4.      LIMITATION ON AWARDS . Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Article 15):
   
 
      (a)  Options . The maximum aggregate number of Shares subject to Options granted under the Plan in any 12-month period to any one Participant shall be 400,000.
 
 
 
      (b)  SARs . The maximum number of Shares subject to Stock Appreciation Rights granted under the Plan in any 12-month period to any one Participant shall be 400,000.

 
      (c)  Restricted Stock or Restricted Stock Units . The maximum aggregate grant of performance-based Awards of Restricted Stock or Restricted Stock Units under the Plan in any 12-month period to any one Participant shall be 250,000.
 
 
 
      (d)  Performance Awards . The maximum aggregate number of Shares that a Participant may receive in any 12-month period under a Performance Award under the Plan shall be 250,000 Shares, determined as of the date of vesting or payout, as applicable.
 
 
 
      (e)  Other Stock-Based Awards . The maximum aggregate grant with respect to Other Stock-Based Awards under the Plan in any 12-month period to any one Participant shall be 250,000 Shares.

      5.5.      MINIMUM VESTING REQUIREMENTS . Except in the case of substitute Awards granted pursuant to Section 14.8 or Awards granted as an inducement to join the Company or an Affiliate as a new employee to replace forfeited awards from a former employer, Full-Value Awards granted under the Plan to an employee or officer shall either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation. Notwithstanding the foregoing, (i) the minimum-vesting restrictions of this Section 5.5 shall not apply with respect to a maximum of 5% of the Shares authorized to be issued under the Plan, and (ii) the Committee may permit acceleration of vesting of any Full Value Awards in the event of the Participant’s death, Disability, or Retirement, or a Change in Control.


ARTICLE 6
ELIGIBILITY

      6.1.      GENERAL . Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted to only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are employees of an Affiliate may only be granted Options or SARs to the extent that the Affiliate is part of: (i) the Company’s controlled group of corporations, or (ii) a trade or business under common control with the Company, as of the Grant Date, as determined within the meaning of Code Section 414(b) or 414(c), and substituting for this purpose ownership of at least 50% (or 20% in the case of an Option or SAR granted to an employee of a joint venture partner based on “legitimate business criteria” within the meaning of Code Section 409A), of the Affiliate to determine the members of the controlled group of corporations and the entities under common control.

ARTICLE 7
STOCK OPTIONS

      7.1.      GENERAL . The Committee is authorized to grant Options to Participants on the following terms and conditions:
   
 
      (a)  EXERCISE PRICE . The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 14.8) shall not be less than the Fair Market Value as of the Grant Date.
 
 
 
      (b)  PROHIBITION ON REPRICING . Except as otherwise provided in Article 15, the exercise price of an Option may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.
 
 
 
      (c)  TIME AND CONDITIONS OF EXERCISE . The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.
 
 
 
      (d)  PAYMENT . The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, Shares, or other property (including “brokered or other cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants.
 
 
 
      (e)  EXERCISE TERM . Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.
 
 
 
      (f)  NO DEFERRAL FEATURE . No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the later of the exercise or disposition of the Option, or the time the Stock acquired pursuant to the exercise of the Option first becomes substantially vested.
 
 
 
      (g)   OTHER TERMS . All Options shall be evidenced by an Award Notice. Subject to the limitations of this Article 7, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Option shall be determined by the Committee at the time of the grant of the Option and shall be reflected in the Award Notice.

      7.2.      INCENTIVE STOCK OPTIONS . The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section 422 of the Code. If all of the requirements of Section 422 of the Code are not met, the Option shall automatically become a Nonstatutory Stock Option.


ARTICLE 8
STOCK APPRECIATION RIGHTS

      8.1.      GRANT OF STOCK APPRECIATION RIGHTS . The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions:
   
 
      (a)  STAND-ALONE AND TANDEM STOCK APPRECIATION RIGHTS . Stock Appreciation Rights granted under the Plan may, in the discretion of the Committee, be granted either alone or in tandem with an Option granted under the Plan.
 
 
 
      (b)  RIGHT TO PAYMENT . Upon the exercise of a SAR, the Participant to whom it is granted has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:
   
 
      (1) The Fair Market Value of one Share on the date of exercise; over
 
 
 
      (2) The base price of the SAR as determined by the Committee, which shall not be less than the Fair Market Value of one Share on the Grant Date.
   
 
      (c)  PROHIBITION ON REPRICING . Except as otherwise provided in Article 15, the base price of a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.
 
 
 
      (d)  EXERCISE TERM . Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for more than ten years from the Grant Date.
 
 
 
      (e)  NO DEFERRAL FEATURE . No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the later of the exercise of the SAR, or the time any Stock acquired pursuant to the exercise of the SAR first becomes substantially vested.
 
 
 
      (f)  OTHER TERMS . All SARs shall be evidenced by an Award Notice. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Notice.
 

ARTICLE 9
RESTRICTED STOCK, RESTRICTED STOCK UNITS
AND DEFERRED STOCK UNITS

      9.1.      GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS . The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Notice setting forth the terms, conditions, and restrictions applicable to the Award.

      9.2.      ISSUANCE AND RESTRICTIONS . Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on transferability and other restrictions
as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Notice or any special Plan document governing an Award, the Participant shall have all of the rights of a stockholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units. Unless otherwise provided in the applicable Award Agreement, Awards of Restricted Stock will be entitled to full dividend rights, and any dividends paid thereon will be paid or distributed to the holder no later than the 15th day of the 3rd month following the later of (i) the calendar year in which the corresponding dividends were paid to stockholders, or (ii) the first calendar year in which the Participant’s right to such dividends is no longer subject to a substantial risk of forfeiture.
 
     9.3.      FORFEITURE . Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited.

      9.4.      DELIVERY OF RESTRICTED STOCK . Shares of Restricted Stock shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.


ARTICLE 10
PERFORMANCE AWARDS

      10.1.      GRANT OF PERFORMANCE AWARDS . The Committee is authorized to grant Performance Awards to Participants on such terms and conditions as may be selected by the Committee. The Committee shall have the complete discretion to determine the number of Performance Awards granted to each Participant, subject to Section 5.4, and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an Award Notice or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.

      10.2.      PERFORMANCE GOALS . The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate, and may relate to relative performance as compared to an outside reference or peer group. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or

circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee. The foregoing two sentences shall not apply with respect to a Performance Award that is intended to be a Qualified Performance-Based Award if the recipient of such award (a) was a Covered Employee on the date of the modification, adjustment, change or elimination of the performance goals or performance period, or (b) in the reasonable judgment of the Committee, may be a Covered Employee on the date the Performance Award is expected to be paid.

      10.3.      RIGHT TO PAYMENT . The grant of a Performance Award to a Participant will entitle the Participant to receive at a specified later time a specified number of Shares if the performance goals established by the Committee are achieved and the other terms and conditions thereof are satisfied. The Committee shall set performance goals and other terms or conditions to payment of the Performance Awards in its discretion which, depending on the extent to which they are met, will determine the number or value of the Performance Awards that will be paid to the Participant.

ARTICLE 11
QUALIFIED PERFORMANCE-BASED AWARDS

      11.1.      OPTIONS AND STOCK APPRECIATION RIGHTS . The provisions of the Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Covered Employee shall qualify for the Section 162(m) Exemption; provided that the exercise or base price of such Award is not less than the Fair Market Value of the Shares on the Grant Date.

      11.2.      OTHER AWARDS . When granting any other Award, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall establish performance goals for such Award, within the time period prescribed by Section 162(m) of the Code, based on one or more of the following Qualified Business Measures, which performance goals may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an Affiliate or a division, region, department or function within the Company or an Affiliate:
   
 
      (a) Net earnings or net income (before or after taxes);
 
 
 
      (b) Earnings per share;
 
 
 
      (c) Net sales or revenue growth;
 
 
 
      (d) Net operating profit;
 
 
 
      (e) Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);

 
      (f)  Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);
 
 
 
      (g) Earnings before or after taxes, interest, depreciation, and/or amortization;
 
 
 
      (h) Gross or operating margins;
 
 
 
      (i) Productivity ratios;
 
 
 
      (j) Share price (including, but not limited to, growth measures and total stockholder return);
 
 
 
      (k) Expense targets;
 
 
 
      (l) Margins;
 
 
 
      (m) Operating efficiency;
 
 
 
      (n) Market share;
 
 
 
      (o) Customer satisfaction;
 
 
 
      (p) Working capital targets;
 
 
 
      (q) Economic value added or EVA ® (net operating profit after tax minus the sum of capital multiplied by the cost of capital); and
 
 
 
      (r) Operating Earnings.

      Performance goals with respect to the foregoing Qualified Business Measures may be specified in absolute terms, in percentages, or in terms of growth from period to period or growth rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special index, or a stock market index, that the Committee deems appropriate. Any member of a comparator group or index that disappears during a measurement period shall be disregarded for the entire measurement period. Performance Goals need not be based upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo or the limitation of economic losses (measured, in each case, by reference to a specific business criterion).

      11.3.      PERFORMANCE GOALS . Each Qualified Performance-Based Award (other than a market-priced Option or SAR) shall be earned, vested and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon one or more of the Qualified Business Measures, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate; provided, however, that the Committee may provide, either in connection with the grant thereof or by amendment thereafter, that achievement of such performance goals will be waived, in whole or in part, upon (i) the termination of employment of a Participant by reason of death, Retirement or Disability, or (ii) the occurrence of a Change in Control. Performance periods established by the Committee for any such Qualified Performance-Based Award may be as short as three months and may be any longer period.

      11.4.      INCLUSIONS AND EXCLUSIONS FROM PERFORMANCE MEASURES . The Committee may provide in any Qualified Performance-Based Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year or in the quarterly report on Form 10-Q for the applicable quarter, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

      11.5.      CERTIFICATION OF PERFORMANCE GOALS . Any payment of a Qualified Performance-Based Award granted with performance goals pursuant to Section 11.3 above shall be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied. Except as specifically provided in Section 11.3, no Qualified Performance-Based Award held by a Covered Employee or by an employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal based on Qualified Business Measures or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.

      11.6.      AWARD LIMITS . Section 5.4 sets forth the maximum number of Shares or dollar value that may be granted in any one-year period to a Participant in designated forms of Qualified Performance-Based Awards.

ARTICLE 12
DIVIDEND EQUIVALENTS

      12.1.      GRANT OF DIVIDEND EQUIVALENTS . The Committee is authorized to grant Dividend Equivalents to Participants subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to an Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional Shares, or otherwise reinvested. Unless otherwise provided in the applicable Award Agreement, Dividend Equivalents will be paid or distributed no later than the 15 th  day of the 3 rd  month following the later of (i) the calendar year in which the corresponding dividends were paid to stockholders, or (ii) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture.


ARTICLE 13
STOCK OR OTHER STOCK-BASED AWARDS

      13.1.      GRANT OF STOCK OR OTHER STOCK-BASED AWARDS . The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards.


ARTICLE 14
PROVISIONS APPLICABLE TO AWARDS

      14.1.      PAYMENT OF AWARDS . Payment of Awards shall be made in Stock, except that in special circumstances where deemed necessary or expedient, the Committee may in its discretion provides that an Award may be made settled in cash or any other form of property. In addition, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments, as determined by the Committee; provided, however, that no payment of Awards shall be made earlier than the first date that such payment may be made without causing the Participant to incur an excise tax under Section 409A of the Code.

      14.2.      LIMITS ON TRANSFER . No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.

      14.3.      STOCK TRADING RESTRICTIONS . All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

      14.4.      ACCELERATION UPON TERMINATION OF SERVICE . If a person’s Continuous Status as a Participant terminates for a reason other than death, Disability, retirement, or any other approved reason, all unexercised, unearned, and/or unpaid Awards, including without limitation, Awards earned but not yet paid, all unpaid dividends and Dividend Equivalents, and all interest accrued on the foregoing shall be canceled or forfeited, as the case may be, unless the applicable

Award Notice provides otherwise. Subject to Sections 11.3 and 17.3, the Committee shall have the authority to promulgate rules and regulations to (i) determine what events constitute retirement or termination for an approved reason for purposes of the Plan, and (ii) determine the treatment of a Participant under the Plan in the event of such Participant’s death, Disability, retirement or termination for an approved reason.

      14.5.      CHANGE IN OWNERSHIP .

         (a)  Vesting and Lapse of Restrictions . Upon a Change in Ownership, (i) the terms of this Section 14.5 shall immediately become operative, without further action or consent by any person or entity, (ii) all of the conditions, restrictions, and limitations in effect on any unexercised, unearned, unpaid and/or deferred Awards, or any other outstanding Award, shall immediately lapse as of effective date of the Change in Ownership; (iii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any Awards on or after such date, and in no event shall an Award be forfeited on or after such date; and (iv) subject to Section 14.5(c) below, all unexercised, unvested, unearned and/or unpaid Awards, or any other outstanding Awards, shall automatically become one hundred percent (100%) vested immediately. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Notice. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

      (b)  Dividends and Dividend Equivalents . Upon a Change in Ownership, all unpaid dividends and Dividend Equivalents and all interest accrued thereon, if any, shall be treated and paid under this Section 14.5 in the identical manner and time as the Award with respect to which such dividends or dividend equivalents have been credited. For example, if upon a Change in Ownership, an Award under this Section 14.5 is to be paid in a prorated fashion, all unpaid dividends and Dividend Equivalents with respect to such Award shall be paid according to the same formula used to determine the amount of such prorated Award.

     (c)  Treatment of Performance Awards . If a Change in Ownership occurs during the term of one or more performance periods under outstanding Performance Awards (“current performance periods”) the term of each current performance period shall be treated as terminating upon the date of the Change in Ownership, and for each such current performance period and each completed performance period for which the Committee has not on or before such date made a determination as to whether and to what degree the performance objectives for such period have been attained (hereinafter a “completed performance period”), the payout opportunities shall be deemed to have been met as of the Change in Ownership based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the Change in Ownership occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target, calculated as of the end of the last calendar quarter prior to the Change in Ownership, if the Change in Ownership occurs during the second half of the applicable performance period. If a Participant is participating in one or more performance periods, he or she shall be considered to have earned and, therefore, be entitled to receive, a prorated portion of the Performance Awards for each such performance period, calculated as set forth above. Such prorated portion shall be determined based on the total number of whole and partial years (with each partial year being treated as a whole year) that have elapsed as of the Change in Ownership since the beginning of the performance period, divided by the total number of years in such performance period.

(d)  Valuation and Payment of Awards . Upon a Change in Ownership, each Participant, whether or not still employed by the Company or an Affiliate, shall be paid, in a single lump-sum cash payment, as soon as practicable but not later than seventy-five (75) days after the effective date of the Change in Ownership (unless a later date is required by Section 17.3 hereof)), the value of all of such Participant’s outstanding and/or deferred Awards (including those earned as a result of the application of Section 14.5(c) above). For purposes of calculating the cash-out value of Awards for purposes of this Section 14.5, the Change-in-Control Price shall be used as the Fair Market Value of the Shares as of the date of the Change in Ownership.

(e)  Legal Fees . The Company shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such Participant may be entitled to under the Plan after a Change in Ownership; provided, however, the Participant shall be required to repay any such amounts to the Company to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced in bad faith.

        (f)  Adjustment to Provisions . Notwithstanding that a Change in Ownership has occurred, the Committee may elect to deal with Awards in a manner different from that contained in this Section 14.5, in which case the provisions of this Section 14.5 shall not apply and such alternate terms shall apply. Such Committee action shall be effective only if it is made by the Committee prior to the occurrence of an event that otherwise would be or probably will lead to a Change in Ownership or after such event if made by the Committee a majority of which is composed of directors who were members of the Board immediately prior to the event that otherwise would be or probably will lead to a Change in Ownership.

      14.6.      CHANGE IN CONTROL .

(a)  Eligibility . All Participants shall be eligible for the treatment afforded by this Section 14.6 if their employment or directorship terminates within two years following a Change in Control, unless the termination is due to (i) death, (ii) Disability, (iii) Cause, (iv) resignation other than (A) resignation from a declined reassignment to a job that is not reasonably equivalent in responsibility or compensation (as defined in the Company’s termination allowance plan, if any), or that is not in the same geographic area (as defined in the Company’s termination allowance plan, if any), or (B) resignation within thirty (30) days following a reduction in base pay, or (v) retirement entitling the Participant to benefits under his or her employer’s retirement plan.

(b)  Vesting and Lapse of Restrictions . If a Participant is eligible for treatment under this Section 14.6, (i) all of the conditions, restrictions, and limitations in effect on any of such Participant’s unexercised, unearned, unpaid and/or deferred Awards (or any other of such Participant’s outstanding Awards) shall immediately lapse as of the date of termination of employment or directorship; (ii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any of such Participant’s Awards on or after such date, and in no event shall any of such Participant’s Awards be forfeited on or after such date; and (iii) subject to Section 14.6(c) below, all of such Participant’s unexercised, unvested, unearned and/or unpaid Awards (or any other of such Participant’s outstanding Awards) shall automatically become one hundred percent (100%) vested immediately upon termination of employment or directorship. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Notice. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

(c)  Dividends and Dividend Equivalents . All unpaid dividends and Dividend Equivalents and all interest accrued thereon, if any, shall be treated and paid under this Section 14.6 in the identical manner and time as the Award with respect to which such dividends or dividend equivalents have been credited. For example, if an Award is to be paid under this Section 14.6 in a prorated fashion, all unpaid dividends and Dividend Equivalents with respect to such Award shall be paid according to the same formula used to determine the amount of such prorated Award.

       (d)  Treatment of Performance Awards . If a Participant holding Performance Awards is terminated under the conditions above, the provisions of this Section 14.6 shall determine the manner in which such Performance Awards shall be paid to such Participant. For purposes of making such payment, each current performance period shall be treated as terminating upon the date of the Participant’s termination, and for each such current performance period and each completed performance period for which the Committee has not on or before such date made a determination as to whether and to what degree the performance objectives for such period have been attained, the payout opportunities shall be deemed to have been met as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the date of termination occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target, calculated as of the end of the last calendar quarter prior to the date of termination, if the termination occurs during the second half of the applicable performance period. If a Participant is participating in one or more performance periods, he or she shall be considered to have earned and, therefore, be entitled to receive, a prorated portion of the Performance Awards for each such performance period, calculated as set forth above. Such prorated portion shall be determined based on the total number of whole and partial years (with each partial year being treated as a whole year) that have elapsed as of the date of termination since the beginning of the performance period, divided by the total number of years in such performance period.

(e)  Valuation and Payment of Awards. If a Participant is eligible for treatment under this Section 14.6, such Participant shall be paid, in a single lump-sum cash payment, as soon as practicable but not later than seventy-five (75) days after the date of such Participant’s termination (unless a later date is required by Section 17.3 hereof), the value of all of such Participant’s outstanding and/or deferred Awards (including those earned as a result of the application of Section 14.6(c) above). For purposes of calculating the cash-out value of Awards for purposes of this Section 14.6, the Change-in-Control Price shall be used as the Fair Market Value of the Shares as of the date of termination.

(f)  Legal Fees. The Company shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such Participant may be entitled to under the Plan after a Change in Control; provided, however, the Participant shall be required to repay any such amounts to the Company to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced in bad faith.

(g)  Adjustment to Provisions. Notwithstanding that a Change in Control has occurred, the Committee may elect to deal with Awards in a manner different from that contained in this Section 14.6, in which case the provisions of this Section 14.6 shall not apply and such alternate terms shall apply. Such Committee action shall be effective only if it is made by the Committee prior to the occurrence of an event that otherwise would be or probably will lead to a Change in Control or after such event if made by the Committee a majority of which is composed of directors who were members of the Board immediately prior to the event that otherwise would be or probably will lead to a Change in Control.

      14.7.      FORFEITURE EVENTS.

           (a) The Committee may specify in an Award Notice that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for cause, violation of material Company or Affiliate policies, breach of non-competition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate.

        (b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if a Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.

      14.8.      SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute Awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.


ARTICLE 15
CHANGES IN CAPITAL STRUCTURE

      15.1.      MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 and 5.4 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

      15.2      DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

      15.3      GENERAL. Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of Section 16.2. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.


ARTICLE 16
AMENDMENT, MODIFICATION AND TERMINATION

      16.1.      AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board, either (i) materially increase the number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval; and provided, further, that the Board may condition any other amendment or modification on the approval of stockholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.

      16.2.      AWARDS PREVIOUSLY GRANTED . At any time and from time to time, the Board may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:
   
 
         (a) Subject to the terms of the applicable Award Notice, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of such Award);
 
 
 
     
     (b) The original term of an Option or SAR may not be extended without the prior approval of the stockholders of the Company;
 
 
 
        (c)  Except as otherwise provided in Article 15, the exercise price of an Option or SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and
 
 
 
     (d)  No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).

      16.3.    COMPLIANCE AMENDMENTS .   Notwithstanding anything in the Plan or in any Award Notice to the contrary, the Board may amend the Plan or an Award Notice, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Notice to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 16.3 to any Award granted under the Plan without further consideration or action.


ARTICLE 17
GENERAL PROVISIONS
  
17.1.     RIGHTS OF PARTICIPANTS .

           (a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).
       
        (b)  Nothing in the Plan, any Award Notice or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or anyAffiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.
 
         (c)  Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 16, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or an of its Affiliates.

         (d) No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

17.2.      WITHHOLDING . The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
 
       17.3.      SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE .

       (a) Notwithstanding anything in the Plan or in any Award Notice to the contrary, to the extent that any amount or benefit that would constitute “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award Notice by reason of the occurrence of a Change in Control, Change in Ownership, or the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Change in Ownership, Disability or separation from service meet the description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under the Plan or any Award Notice.
   
(b) Notwithstanding anything in Plan or in any Award Notice to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Notice by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then if and to the extent necessary to comply with Code Section 409A:

(i) if the payment or distribution is payable in a lump sum, the Participant’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed
until earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service (subject to exceptions specified in the final regulations under Code Section 409A); and

(ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated and the Participant’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service (subject to exceptions specified in the final regulations under Code Section 409A), whereupon the accumulated amount will be paid or distributed to the Participant and the normal payment or distribution schedule for any remaining payments or distributions will resume.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however , that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

      17.4.      UNFUNDED STATUS OF AWARDS . The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Notice shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. This Plan is not intended to be subject to ERISA. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual.

      17.5.     RELATIONSHIP TO OTHER BENEFITS . No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.

      17.6.    EXPENSES . The expenses of administering the Plan shall be borne by the Company and its Affiliates.

      17.7.     TITLES AND HEADINGS . The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

      17.8.     GENDER AND NUMBER . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

      17.9.     FRACTIONAL SHARES . No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.

      17.10.     UNCERTIFICATED SHARES . To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any Exchange.

  
   17.11.     GOVERNMENT AND OTHER REGULATIONS .

      (a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

      (b) Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such
 
     17.12.      GOVERNING LAW . To the extent not governed by federal law, the Plan and all Award Notices shall be construed in accordance with and governed by the laws of the State of Delaware.
   
     17.13.      ADDITIONAL PROVISIONS . Each Award Notice may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.

      17.14.      NO LIMITATIONS ON RIGHTS OF COMPANY . The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer

Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.

      17.15.   INDEMNIFICATION . Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Article 4 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, by contract, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.




EASTMAN CHEMICAL COMPANY
2002 OMNIBUS LONG-TERM COMPENSATION PLAN

1. Purpose

The purpose of the Plan is to provide motivation to Employees of the Company and its Subsidiaries to put forth maximum efforts toward the continued growth, profitability, and success of the Company and its Subsidiaries by providing incentives to such Employees through the ownership and performance of Common Stock of the Company. Toward this objective, the Committee may grant stock options, stock appreciation rights (“SARs”), Stock Awards, performance shares, and/or other incentive awards to Employees of the Company and its Subsidiaries on the terms and subject to the conditions set forth in the Plan.

2. Definitions

2.1  “Award” means any form of stock option, SAR, Stock Award, performance shares, or other incentive award granted under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations, if any, as the Committee may establish by the Award Notice or otherwise.

2.2  “Award Notice” means a written notice from the Company to a Participant that establishes the terms, conditions, restrictions, and/or limitations applicable to an Award in addition to those established by the Plan and by the Committee’s exercise of its administrative powers.

2.3  “Board” means the Board of Directors of the Company.

2.4  “Change In Control” means a change in control of the Company of a nature that would be required to be reported (assuming such event has not been “previously reported”) in response to Item 1(a) of a Current Report on Form 8-K, as in effect on December 31, 2001, pursuant to Section 13 or 15(d) of the Exchange Act; provided that, without limitation, a Change In Control shall be deemed to have occurred at such time as (i) any “person” within the meaning of Section 14(d) of the Exchange Act, other than the Company, a Subsidiary, or any employee benefit plan(s) sponsored by the Company or any Subsidiary, is or has become the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 25% or more of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote in the election of directors; provided, however, that the following will not constitute a Change In Control: any acquisition by any corporation if, immediately following such acquisition, more than 75% of the outstanding securities of the acquiring corporation ordinarily having the right to vote in the election of directors is beneficially owned by all or substantially all of those persons who, immediately prior to such acquisition, were the beneficial owners of the

outstanding securities of the Company ordinarily having the right to vote in the election of directors, or (ii) individuals who constitute the Board on January 1, 2002 (the “Incumbent Board”) have ceased for any reason to constitute at least a majority thereof, provided that: any person becoming a director subsequent to January 1, 2002 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least three-quarters (3/4) of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board, (iii) upon approval by the Company’s stockholders of a reorganization, merger or consolidation, other than one with respect to which all or substantially all of those persons who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of outstanding securities of the Company ordinarily having the right to vote in the election of directors own, immediately after such transaction, more than 75% of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors; or (iv) upon approval by the Company’s stockholders of a complete liquidation and dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company other than to a Subsidiary.

2.5  “Change In Control Price” means the highest closing price (or, if the  shares are not traded on an exchange, the highest last sale price or closing “asked” price) per share paid for the purchase of Common Stock in a national securities market during the ninety (90) day period ending on the date the Change In Control occurs.

2.6  “Change In Ownership” means a Change In Control that results directly or indirectly in the Common Stock (or the stock of any successor to the Company received in exchange for Common Stock) ceasing to be publicly traded in a national securities market.

2.7  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.8  “Committee” means the Compensation and Management Development Committee of the Board or such other committee, designated by the Board, authorized to administer the Plan under Section 3 hereof. The Committee shall consist of not less than two members. It is intended that the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 under the Exchange Act) and “outside directors” (within the meaning of Code Section 162(m) and the regulations thereunder). However, the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan.

2.9  “Common Stock” means the $.01 par value common stock of the Company.

2.10  “Company” means Eastman Chemical Company.

2.11  “Covered Employee” means an individual defined in Code Section 162(m)(3).

2.12  “Disability” has the same meaning as provided in the long-term disability plan or policy maintained by the Company or if applicable, most recently maintained, by the Company or if applicable, a Subsidiary, for the Participant, whether or not such Participant actually receives disability benefits under such plan or policy. If no long-term disability plan or policy was ever maintained on behalf of Participant or if the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination whether a Participant has suffered a Disability will be made by the Committee and may be supported by the advice of a physician competent in the area to which such Disability relates.

2.13  “Employee” means an employee of the Company or a Subsidiary.

2.14  “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

2.15  “Fair Market Value” means the closing price of the shares of Common Stock on the New York Stock Exchange on the day on which such value is to be determined or, if no shares were traded on such day, on the next preceding day on which shares were traded; provided, however, that if at any relevant time the shares of Common Stock are not traded on the New York Stock Exchange, the “Fair Market Value” shall be determined by reference to the closing price of the shares of Common Stock on another national securities exchange, if applicable, or if the shares are not traded on an exchange but are traded in the over-the-counter market, by reference to the last sale price or the closing “asked” price of the shares in the over-the-counter market as reported by the National Association of Securities Dealers Automatic Quotation System (NASDAQ) or other national quotation service.

2.16  “Participant” means any individual to whom an Award has been granted by the Committee under the Plan.

2.17  “Plan” means the Eastman Chemical Company 2002 Omnibus Long-Term Compensation Plan.

2.18  “Qualified Performance-Based Award” means (i) any stock option or SAR granted under the Plan, or (ii) any other Award that is intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Performance Measures as set forth in Section 12.

2.19  “Qualified Performance Measures” means one or more of the performance measures listed in Section 12(b) upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee.

2.20  “SAR” is an Award that shall entitle the recipient to receive a payment equal to the appreciation in value of a stated number of shares of Common Stock from the price established in the Award to the market value of such number of shares of Common Stock on the date of exercise.

2.21  “Section 162(m) Exemption” means the exemption from the limitation on  deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.

2.22  “Section 16 Insider” means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act with respect to the Company.

2.23  “Stock Award” means an Award granted pursuant to Section 10 hereof in the form of shares of Common Stock, restricted shares of Common Stock and/or Units of Common Stock.

2.24  “Subsidiary” means a corporation or other business entity in which the Company directly or indirectly has an ownership interest of eighty percent (80%) or more.

2.25  “Unit” means a bookkeeping entry used by the Company to record and  account for the grant of the following Awards until such time as the Award is paid, canceled, forfeited or terminated, as the case may be: Units of Common Stock, SARs and performance shares that are expressed in terms of Units of Common Stock.

3. Administration

The Plan shall be administered by the Committee. The Committee shall have the authority to: (a) interpret the Plan; (b) establish such rules and regulations as it deems necessary for the proper operation and administration of the Plan; (c) select Employees to become Participants and receive Awards under the Plan; (d) determine the form of an Award, whether a stock option, SAR, Stock Award, performance share, or other incentive award established by the Committee, the number of shares or Units subject to the Award, all the terms, conditions, restrictions and/or limitations, if any, of an Award, including the time and conditions of exercise or vesting, and the terms of any Award Notice; (e) determine whether Awards should be granted singly, in combination or in tandem; (f) grant waivers of Plan terms, conditions, restrictions and limitations; (g) accelerate the vesting, exercise or payment of an Award or the performance period of an Award in the event of a Participant’s termination of employment or when such action or actions would be in the best interest of the Company; (h) establish such other types of Awards, besides those specifically enumerated in Section 2.1 hereof, which the Committee determines are consistent with the Plan’s purpose; and (i) take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan. In addition, in order to enable Employees who are foreign nationals or are employed outside the United States or both to receive Awards under the Plan, the Committee may adopt such amendments, procedures, regulations, subplans and the like as are necessary or advisable, in the opinion of the Committee, to effectuate the purposes of the Plan. Subject to Section 23, the Committee shall also have the authority to grant Awards in replacement of Awards previously granted under the Plan or any other executive compensation plan of the Company or a Subsidiary.  All determinations of the Committee shall be made by a majority of its members, and its determinations shall be final, binding and conclusive.

The Committee, in its discretion, may delegate its authority and duties under the Plan to the Chief Executive Officer and/or to other senior officers of the Company under such conditions and/or limitations as the Committee may establish; provided, however, that only the Committee may select, grant, and establish the terms of Awards to Section 16 Insiders or Covered Employees.

4. Eligibility

Any Employee is eligible to become a Participant in the Plan.

5. Shares Available

The maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan (including incentive stock options) during its term shall not exceed 7,500,000, provided that the maximum number of shares of Common Stock available for grant of Stock Awards or performance shares under the Plan during its term shall not exceed 1,500,000. (Such amounts shall be subject to adjustment as provided in Section 18.) Any shares of Common Stock related to Awards that are settled in cash in lieu of Common Stock shall be available again for grant under the Plan. Similarly, any shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares or are exchanged with the Committee’s permission for Awards not involving Common Stock, shall be available again for grant under the Plan. Further, any shares of Common Stock that are used by a Participant for the full or partial payment to the Company of the purchase price of Common Stock upon exercise of a stock option, or for withholding taxes due as a result of such exercise, shall again be available for Awards under the Plan. Notwithstanding any provision in the Plan to the contrary, the maximum number of shares of Common Stock with respect to one or more options and/or SARs that may be granted during any one calendar year under the Plan to any one Participant shall be 300,000. The maximum fair market value of any Awards (other than options and SARs) that may be received by a Participant (less any consideration paid by the Participant for such Award) during any one calendar year under the Plan shall be the equivalent value of 200,000 shares of Common Stock as of the first business day of such calendar year. The shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or treasury shares.

6. Effective Date; Term

The Plan shall become effective as of the date upon which it is approved by the stockholders of the Company. No Awards shall be exercisable or payable before the Plan
shall have become effective. Awards shall not be granted pursuant to the Plan after May 2, 2007.

7. Participation

The Committee shall select, from time to time, Participants from those Employees who, in the opinion of the Committee, can further the Plan’s purposes.  Once a Participant is so selected, the Committee shall determine the type or types of Awards to be made to the Participant and shall establish in the related Award Notices the terms, conditions, restrictions and/or limitations, if any, applicable to the Awards in addition to those set forth in the Plan and the administrative rules and regulations issued by the Committee.

8. Stock Options

(a) Grants .  Awards may be granted in the form of stock options. These stock options may be incentive stock options within the meaning of Section 422 of the Code, other tax-qualified stock options, or non-qualified stock options (i.e., stock options that are not incentive or other tax-qualified stock options), or a combination of any of the above.

(b)            Terms and Conditions of Options .  An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an option may be exercised. The price at which Common Stock may be purchased upon exercise of a stock option shall be established by the Committee, but such price shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of the stock option’s grant. Each stock option shall expire not later than ten years from its date of grant, or, in the case of stock options granted in countries outside the U.S., not later than ten years and six months from the date of grant, to the extent that such term complies with local country tax, legal, or accounting requirements.

(c) Restrictions Relating to Incentive Stock Options .  Stock options issued in the form of incentive stock options shall, in addition to being subject to all applicable terms, conditions, restrictions and/or limitations established by the Committee, comply with Section 422 of the Code. Accordingly, the aggregate market value (determined at the time the option was granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by a Participant during any calendar year (under the Plan or any other plan of the Company or any of its Subsidiaries) shall not exceed $100,000 (or such other limit as may be required by the Code). Each incentive stock option shall expire not later than ten years from its date of grant.

(d) Additional Terms and Conditions .  The Committee may, by way of the Award Notice or otherwise, establish such other terms, conditions, restrictions and/or limitations, if any, of any stock option Award, provided they are not inconsistent with the Plan. Without limiting the generality of the foregoing, options may provide for the automatic granting of new options at the time of exercise.

(e) Exercise .  The Committee shall determine the methods by which the exercise price of an option may be paid, the form of payment, including, without limitation, cash, shares of Common Stock, or other property (including “cashless exercise” arrangements), and the methods by which shares of Common Stock shall be delivered or deemed to be delivered by Participants.

9. Stock Appreciation Rights

(a) Grants .  Awards may be granted in the form of SARs. An SAR may be granted in tandem with all or a portion of a related stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”). A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. In the case of SARs granted in tandem with stock options granted prior to the grant of such SARs, the appreciation in value is the difference between the option price of such related stock option and the Fair Market Value of the Common Stock on the date of exercise.

(b) Terms and Conditions of Tandem SARs .  A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related stock option is exercisable, and the “exercise price” of such an SAR (the base from which the value of the SAR is measured at its exercise) shall be the option price under the related stock option. If a related stock option is exercised as to some or all of the shares covered by the Award, the related Tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the stock option exercise. Upon exercise of a Tandem SAR as to some or all of the shares covered by the Award, the related stock option shall be canceled automatically to the extent of the number of shares covered by such exercise.

(c) Terms and Conditions of Freestanding SARs .  Freestanding SARs shall be exercisable in whole or in such installments and at such times as may be determined by the Committee. Freestanding SARs shall have a term specified by the Committee, in no event to exceed ten years. The exercise price of a Freestanding SAR shall also be determined by the Committee; provided, however, that such price shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of the Freestanding SAR grant. The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of a Freestanding SAR may be exercised.

(d) Deemed Exercise .  The Committee may provide that an SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of such SAR if at such time the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the holder of such SAR.

(e) Additional Terms and Conditions .  The Committee may, by way of the Award Notice or otherwise, determine such other terms, conditions, restrictions and/or limitations, if any, of any SAR Award, provided they are not inconsistent with the Plan.

10. Stock Awards

(a) Grants .  Awards may be granted in the form of Stock Awards. Stock Awards shall be awarded in such numbers and at such times during the term of the Plan as the Committee shall determine. Stock Awards may be actual shares of Common Stock or the economic equivalent thereof (“Stock Award Units”).

(b) Award Restrictions .  Stock Awards shall be subject to such terms, conditions, restrictions, and/or limitations, if any, as the Committee deems appropriate including, without limitation, restrictions on transferability and continued employment of the Participant. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of the applicable restrictions lapse.

(c) Rights as Stockholder .  During the period in which any restricted shares of Common Stock are subject to restrictions imposed pursuant to Section 10(b), the Committee may, in its discretion, grant to the Participant to whom such restricted shares have been awarded all or any of the rights of a stockholder with respect to such shares, including, without limitation, the right to vote such shares and to receive dividends.  Any dividends accruing on an Award of restricted stock shall be paid or distributed to the Participant no later than the 15 th day of the 3 rd month following the later of (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such dividends is no longer subject to a substantial risk of forfeiture.

(d) Evidence of Award .  Any Stock Award granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates.

11. Performance Shares

(a) Grants .  Awards may be granted in the form of performance shares. Performance shares, as that term is used in the Plan, shall refer to shares of Common Stock or Units which are expressed in terms of Common Stock.

(b) Performance Criteria .  Performance shares shall be contingent upon the attainment during a performance period of certain performance objectives. The length of the performance period, the performance objectives to be achieved during the performance period, and the measure of whether and to what degree such objectives have been attained shall be conclusively determined by the Committee in the exercise of its absolute discretion. Performance objectives may be revised by the Committee, at such times as it deems appropriate during the performance period, in order to take into consideration any unforeseen events or changes in circumstances.

(c) Additional Terms and Conditions .  The Committee may, by way of the Award Notice or otherwise, determine such other terms, conditions, restrictions and/or limitations, if any, of any Award of performance shares, provided they are not inconsistent with the Plan.

12. Performance Goals for Certain Section 162(m) Awards

(a) The provisions of the Plan are intended to ensure that all stock options and SARs granted hereunder to any Covered Employee qualify for the Section 162(m) Exemption.

(b) When granting any Award other than stock options or SARs, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall establish performance goals for such Award within the time period prescribed by Section 162(m) of the Code based on one or more of the following Qualified Performance Measures, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of a Subsidiary or a division, region, department or function within the Company or a Subsidiary: (1) return on capital, equity, or assets (including economic value created), (2) productivity, (3) cost improvements, (4) cash flow, (5) sales revenue growth, (6) net income, earnings per share, or earnings from operations, (7) quality, (8) customer satisfaction, or (9) stock price or total stockholder return. Measurement of the Company’s performance against the goals established by the Committee shall be objectively determinable, and to the extent such goals are expressed in standard accounting terms, performance shall be measured according to generally accepted accounting principles as in existence on the date on which the performance goals are established and without regard to any changes in such principles after such date.

(c) Each Qualified Performance-Based Award (other than a stock option or SAR) shall be earned, vested and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon one or more of the Qualified Performance Measures, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate; provided that (i) the Committee may provide, either in connection with the grant of an Award or by

amendment thereafter, that achievement of such performance goals will be waived upon the death or Disability of the Participant, and (ii) the provisions of Sections 25 and 26 shall apply notwithstanding this sentence.

(d) Any payment of a Qualified Performance-Based Award granted with performance goals shall be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied. Except as specifically provided in Subsection (c), no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal based on Qualified Performance Measures or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption.

13. Payment of Awards

At the discretion of the Committee, payment of Awards may be made in cash, Common Stock, a combination of cash and Common Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Common Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments, as determined by the Committee.

14. Dividends and Dividend Equivalents

If an Award is granted in the form of a Stock Award, stock option, or performance share, or in the form of any other stock-based grant, the Committee may choose, at the time of the grant of the Award or any time thereafter up to the time of the Award’s payment, to include as part of such Award an entitlement to receive dividends or dividend equivalents, subject to such terms, conditions, restrictions and/or limitations, if any, as the Committee may establish.  All dividends or dividend equivalents that are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested in additional shares of Common Stock or, in the case of dividends or dividend equivalents credited in connection with performance shares, be credited as additional performance shares and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award.  Notwithstanding the foregoing, any dividends or dividend equivalents accruing on an Award shall be paid or distributed to the Participant no later than the 15 th day of the 3 rd month following the later of (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such dividends or dividend equivalents is no longer subject to a substantial risk of forfeiture.

15.   Deferral of Awards

No Option or SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option or SAR . At the discretion of the Committee, payment of a Stock Award, performance share, dividend, dividend equivalent, or any portion thereof may be deferred by a Participant until such time as the Committee may establish. All such deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant on a form provided by the Company. All deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of Section 409A of the Code and its regulations. Deferred payments shall be paid in a lump sum or installments, as determined by the Committee. The Committee may also credit interest, at such rates to be determined by the Committee, on cash payments that are deferred and credit dividends or dividend equivalents on deferred payments denominated in the form of Common Stock. The Committee may also, in its discretion, require deferral of payment of any Award (other than an Option or SAR) or portion thereof if payment of the Award would, or could in the reasonable estimation of the Committee, result in the Participant receiving compensation in excess of the maximum amount deductible by the Company under the Code.

16. Termination of Employment

If a Participant’s employment with the Company or a Subsidiary terminates for a reason other than death, Disability, retirement, or any other approved reason, all unexercised, unearned, and/or unpaid Awards, including without limitation, Awards earned but not yet paid, all unpaid dividends and dividend equivalents, and all interest accrued on the foregoing shall be canceled or forfeited, as the case may be, unless the Participant’s Award Notice provides otherwise. Subject to Section 30, the Committee shall have the authority to promulgate rules and regulations to (i) determine what events constitute Disability, retirement or termination for an approved reason for purposes of the Plan, and (ii) determine the treatment of a Participant under the Plan in the event of such Participant’s death, Disability, retirement or termination for an approved reason.

17. Nonassignability

No Awards (other than unrestricted Stock Awards) or any other payment under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and distribution), assignment, pledge, or encumbrance; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any option intended to be an incentive stock option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any state or federal securities laws applicable to transferable Awards. During the lifetime of the Participant no Award shall be payable to or exercisable by anyone other than the Participant to whom it was granted, other than (a) in the case of a permanent

Disability involving a mental incapacity or (b) in the case of an Award transferred in accordance with the preceding sentence.

18. Changes in Capital Structure

(a)            Mandatory Adjustments .  In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the share authorization limits under Section 5 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.  Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable.  Without limiting the foregoing, in the event of a subdivision of the outstanding Common Stock (stock-split), a declaration of a dividend payable in shares of Common Stock, or a combination or consolidation of the outstanding Common Stock into a lesser number of shares, the shares then subject to each Award shall, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

(b)            Discretionary Adjustments .  Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, combination or exchange of shares, or any transaction described in Subsection 18(a), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Common Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Common Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets and performance periods for performance Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination of the foregoing.  The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

(c)            General .  Any discretionary adjustments made pursuant to this Section 18 shall be subject to the provisions of Section 23.  To the extent that any adjustments made pursuant to this Section 18 cause incentive stock options to cease to qualify as such under applicable provisions of the Code, such options shall be deemed to be non-qualified stock options.

19. Withholding Taxes

The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of this Plan. With respect to withholding required upon any taxable event hereunder, the Company may elect in its discretion, and Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by withholding or having the Company withhold shares of Common Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All elections by Participants shall be irrevocable, made in writing, and signed by the Participant.

20. Noncompetition; Confidentiality

A Participant will not, without the written consent of the Company, either during his or her employment by the Company or thereafter, disclose to anyone or make use of any confidential information which he or she has acquired during his or her employment relating to any of the business of the Company, except as such disclosure or use may be required in connection with his or her work as an employee of Company. During Participant’s employment by Company, and for a period of two years after the termination of such employment, he or she will not, either as principal, agent, consultant, employee or otherwise, engage in any work or other activity in competition with the Company in the field or fields in which he or she has worked for the Company. The agreement in this Section applies separately in the United States and in other countries but only to the extent that its application shall be reasonably necessary for the protection of the Company. Unless the Award Notice specifies otherwise, a Participant shall forfeit all rights under this Plan to any unexercised or unpaid Awards or to the deferral of any Award, dividend, or dividend equivalent, if, in the determination of the Committee, the Participant has violated the Agreement set forth in this Section 20, and in that event any further payment, deferral of payment, or other action with respect to any Award, dividend, or dividend equivalent shall be made or taken, if at all, in the sole discretion of the Committee. For purposes of this Section 20, “Company” shall include any Subsidiary employing the Participant.

21. Regulatory Approvals and Listings

Notwithstanding anything contained in the Plan to the contrary, the Company shall have no obligation to issue or deliver certificates of Common Stock evidencing Stock Awards or any other Award resulting in the payment of Common Stock prior to (a) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (b) the admission of such shares to listing on the stock exchange on which the Common Stock may be listed, and (c) the completion of any registration or other qualification of said shares under any State or

Federal law or ruling of any governmental body that the Company shall, in its sole discretion, determine to be necessary or advisable.

22. Plan Amendment

Except as provided in Section 25 and Section 26, the Board or the Committee may, at any time and from time to time, suspend, amend, modify, or terminate the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the benefits accruing to Participants, (ii) materially increase the number of shares of Common Stock issuable under the Plan, or (iii) materially modify the requirements for eligibility, then such amendment shall be subject to stockholder approval; and provided, further, that the Board or Committee may condition any amendment or modification on the approval of stockholders of the Company if such approval is necessary or deemed advisable to (i) permit Awards made hereunder to be exempt from liability under Section 16(b) of the Exchange Act, (ii) to comply with the listing or other requirements of a stock exchange, or (iii) to satisfy any other tax, securities or other applicable laws, policies or regulations.

23. Award Amendments

Except as provided in Section 25 or Section 26, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:

(a) subject to the terms of the applicable Award Notice, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in (at the spread value in the case of stock options or SARs) or otherwise settled on the date of such amendment or termination;

(b) the original term of any stock option or SAR may not be extended without the prior approval of the stockholders of the Company;

(c) except as otherwise provided in Section 18, the exercise price of any stock option or SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and

(d) no termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby.

24. Governing Law

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, except as superseded by applicable Federal law.

25. Change In Ownership

(a) Background .  Upon a Change In Ownership: (i) the terms of this Section 25 shall immediately become operative, without further action or consent by any person or entity; (ii) all conditions, restrictions, and limitations in effect on any unexercised, unearned, unpaid, and/or deferred Award, or any other outstanding Award, shall immediately lapse as of the date of such event; (iii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any Awards on or after such date, and in no circumstance shall an Award be forfeited on or after such date; and (iv) all unexercised, unvested, unearned, and/or unpaid Awards or any other outstanding Awards shall automatically become one hundred percent (100%) vested immediately.

(b) Dividends and Dividend Equivalents .  Upon a Change In Ownership, all unpaid dividends and dividend equivalents and all interest accrued thereon, if any, shall be treated and paid under this Section 25 in the identical manner and time as the Award with respect to which such dividends or dividend equivalents have been credited. For example, if upon a Change In Ownership, an Award under this Section 25 is to be paid in a prorated fashion, all unpaid dividends and dividend equivalents with respect to such Award shall be paid according to the same formula used to determine the amount of such prorated Award.

(c) Treatment of Performance Shares .  If a Change In Ownership occurs during the term of one or more performance periods for which the Committee has granted performance shares (hereinafter a “current performance period”), the term of each such current performance period shall immediately terminate upon the occurrence of such event. Upon a Change In Ownership, for each current performance period and each completed performance period for which the Committee has not on or before such date made a determination as to whether and to what degree the performance objectives for such period have been attained (hereinafter a “completed performance period”), it shall be assumed that the performance objectives have been attained at a level of one hundred percent (100%) or the equivalent thereof.

A Participant in one or more current performance periods shall be considered to have earned and, therefore, be entitled to receive, a prorated portion of the Awards previously granted for each such performance period. Such prorated portion shall be determined by multiplying the number of performance shares granted to the Participant by a fraction, the numerator of which is the total number of whole and partial years (with each partial year being treated as a whole year) that have elapsed since the beginning of the performance period, and the denominator of which is the total number of years in such performance period.

A Participant in one or more completed performance periods shall be considered to have earned and, therefore, be entitled to receive all the performance shares previously granted during each such performance period.

(d) Valuation of Awards .  Upon a Change In Ownership, all outstanding Units of Common Stock, Freestanding SARs, stock options (including incentive stock options), and performance shares (including those earned as a result of the application of Subsection 25(c) above) and all other outstanding stock-based Awards, shall be valued and cashed out on the basis of the Change In Control Price.

(e) Payment of Awards .  Upon a Change In Ownership, any Participant, whether or not still employed by the Company or a Subsidiary, shall be paid, in a single lump sum cash payment, as soon as practicable but in no event later than 75 days after the Change In Ownership (unless a later date is required by Section 30(b) hereof), the value of all of such Participant’s outstanding Units of Common Stock, Freestanding SARs, stock options (including incentive stock options), and performance shares (including those earned as a result of Subsection 25(c) above), and all other outstanding Awards, including those granted by the Committee pursuant to its authority under Subsection 3(h) hereof.

For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

(f) Deferred Awards .  Upon a Change in Ownership, all Awards deferred by a Participant under Section 15 hereof, but for which such Participant has not received payment as of such date, shall be paid in a single lump-sum cash payment as soon as practicable, but in no event later than 90 days after the Change In Ownership (unless a later date is required by Section 30(b) hereof). For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

(g) Miscellaneous .  Upon a Change In Ownership, (i) the provisions of Sections 16 and 20 (solely as such Section relates to noncompetition and not as such Section relates to confidentiality) shall become null and void and of no further force and effect; and (ii) no action, including, without limitation, the amendment, suspension, or termination of the Plan, shall be taken which would affect the rights of any Participant or the operation of the Plan with respect to any Award to which the Participant may have become entitled hereunder on or prior to the date of such action or as a result of such Change In Ownership.

(h) Legal Fees .  The Company shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such Participant may be entitled to under the Plan after a Change In Ownership; provided, however, the Participant shall be required to repay any such amounts to the Company to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced in bad faith.

(i) Adjustment to Provisions .  Notwithstanding that a Change in Ownership has occurred, the Committee may elect to deal with Awards in a manner different from that contained in this Section 25, in which case the provisions of this Section 25 shall not apply and such alternate terms shall apply. Such Committee action shall be effective only if it is
made by the Committee prior to the occurrence of an event that otherwise would be or probably will lead to a Change in Ownership or after such event if made by the Committee a majority of which is composed of directors who were members of the Board immediately prior to the event that otherwise would be or probably will lead to a Change in Ownership.

26. Change In Control .

(a) Background .  All Participants shall be eligible for the treatment afforded by this Section 26 if their employment terminates within two years following a Change In Control, unless the termination is due to (i) death, (ii) Disability, (iii) Cause, (iv) resignation other than (A) resignation from a declined reassignment to a job that is not reasonably equivalent in responsibility or compensation (as defined in the Company’s termination allowance plan, if any), or that is not in the same geographic area (as defined in the Company’s termination allowance plan, if any), or (B) resignation within 30 days following a reduction in base pay, or (v) retirement entitling the Participant to benefits under his or her employer’s retirement plan.

For purposes hereof, “Cause” means (a) the continued failure by an Employee to substantially perform such Employee’s duties of employment after warnings identifying the lack of substantial performance are communicated to the Employee by the employer to identify the manner in which the employer believes that the Employee has not substantially performed such duties, or (b) the engaging by an Employee in illegal conduct that is materially and demonstrably injurious to the Company or a Subsidiary.

(b) Vesting and Lapse of Restrictions .  If a Participant is eligible for treatment under this Section 26, (i) all of the conditions, restrictions, and limitations in effect on any of such Participant’s unexercised, unearned, unpaid and/or deferred Awards (or any other of such Participant’s outstanding Awards) shall immediately lapse as of the date of termination of employment; (ii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any of such Participant’s Awards on or after such date, and in no event shall any of such Participant’s Awards be forfeited on or after such date; and (iii) all of such Participant’s unexercised, unvested, unearned and/or unpaid Awards (or any other of such Participant’s outstanding Awards) shall automatically become one hundred percent (100%) vested immediately upon termination of employment.

(c) Dividends and Dividend Equivalents .  If a Participant is eligible for treatment under this Section 26, all of such Participant’s unpaid dividends and dividend equivalents and all interest accrued thereon, if any, shall be paid under this Section 26 in the identical manner and time as the Award with respect to which such dividend or dividend equivalents have been credited. For example, if upon a Change In Control, an Award under this Section 26 is to be paid in a prorated fashion, all unpaid dividends and dividend equivalents with respect to such Award shall be paid according to the same formula used to determine the amount of such prorated Award.

(d) Treatment of Performance Shares .  If a Participant holding performance shares is terminated under the conditions described in Subsection (a) above, the provisions of this Subsection (d) shall determine the manner in which such performance shares shall be paid to such Participant. For purposes of making such payment, each current performance period, as that term is defined in Subsection 25(c) hereof, shall be treated as terminating upon the date of the Participant’s termination of employment, and for each such current performance period and each completed performance period, as that term is defined in Subsection 25(c) hereof, it shall be assumed that the performance objectives have been attained at a level of one hundred percent (100%) or the equivalent thereof. If the Participant is participating in one or more current performance periods, he or she shall be considered to have earned and, therefore, be entitled to receive that prorated portion of the Awards previously granted for each such performance period, as determined in accordance with the formula established in Subsection 25(c) hereof. A Participant in one or more completed performance periods shall be considered to have earned and, therefore, be entitled to receive all the performance shares previously granted during each performance period.

(e) Valuation of Awards .  If a Participant is eligible for treatment under this Section 26, such Participant’s Awards shall be valued and cashed out in accordance with the provisions of Subsection 25(d) hereof.

(f) Payment of Awards .  If a Participant is eligible for treatment under this Section 26, such Participant shall be paid, in a single lump-sum cash payment, as soon as practicable but in no event later than 75 days after the date of such Participant’s termination of employment (unless a later date is required by Section 30(b) hereof), the value of all of such Participant’s outstanding Units of Common Stock, Freestanding SARs, stock options (including incentive stock options), and performance shares (including those earned as a result of Subsection 26(d) above), and all of such Participant’s other outstanding Awards. For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

(g) Deferred Awards .  If a Participant is eligible for treatment under this Section 26, all of the deferred Awards for which such Participant has not received payment as of the date of such Participant’s termination of employment shall be paid in a single lump-sum cash payment as soon as practicable, but in no event later than 90 days after the date of such Participant’s termination (unless a later date is required by Section 30(b) hereof). For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

(h) Miscellaneous .  Upon a Change In Control, (i) the provisions of Sections 16 and 20 (solely as such Section relates to noncompetition and not as such Section relates to confidentiality) shall become null and void and of no force and effect insofar as they apply to a Participant who has been terminated under the conditions described in Subsection (a) above; and (ii) no action, including, without limitation, the amendment, suspension or termination of the Plan, shall be taken that would affect the rights of such Participant or the
operation of the Plan with respect to any Award to which the Participant may have become entitled hereunder on or prior to the date of the Change In Control or to which such Participant may become entitled as a result of such Change In Control.

(i) Legal Fees .  The Company shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such Participant may be entitled to under the Plan after a Change In Control; provided, however, the Participant shall be required to repay any such amounts to the Company to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the Determination that the position taken by the Participant was frivolous or advanced in bad faith.

(j) Adjustment to Provisions .  Notwithstanding that a Change In Control has occurred, the Committee may elect to deal with Awards in a manner different from that contained in this Section 26, in which case the provisions of this Section 26 shall not apply and such alternate terms shall apply. Such Committee action shall be effective only if it is made by the Committee prior to the occurrence of an event that otherwise would be or probably will lead to a Change In Control or after such event if made by the Committee a majority of which is composed of directors who were members of the Board immediately prior to the event that  otherwise would be or probably will lead to a Change In Control.

27. No Right to Employment or Participation

Participation in the Plan shall not give any Participant any right to remain in the employ of the Company or any Subsidiary. The Company or, in the case of employment with a Subsidiary, the Subsidiary, reserves the right to terminate the employment of any Participant at any time. Further, the adoption of the Plan shall not be deemed to give any Employee or any other individual any right to be selected as a Participant or to be granted an Award.

28. No Right, Title, or Interest in Company Assets

No Participant shall have any rights as a stockholder as a result of participation in the Plan until the date of issuance of a stock certificate in such Participant’s name, and, in the case of restricted shares of Common Stock, such rights are granted to the Participant under Subsection 10(c) hereof. To the extent any person acquires a right to receive payments from the Company under the Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company.

29. Securities Laws

With respect to Section 16 Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails so to comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

30. Special Provisions related to Section 409A of the Code

(a) Notwithstanding anything in the Plan or in any Award Notice to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award Notice by reason of the occurrence of a Change In Control, Change In Ownership, or the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change In Control, Change In Ownership, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition) , or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise.  This provision does not prohibit the vesting of any Award.  If this provision prevents the payment or distribution of any amount or benefit under the Plan or any Award Notice, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Notice that is permissible under Section 409A.

(b) If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Head of Human Resources) shall determine which Awards or portions thereof will be subject to such exemptions.

(c) Notwithstanding anything in the Plan or in any Award Notice to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Notice by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i) if the payment or distribution is payable in a lump sum, the Participant’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service (subject to exceptions specified in the final regulations under Code Section 409A); and

(ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated and the Participant’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service (subject to exceptions specified in the final regulations under Code Section 409A), whereupon the accumulated amount will be paid or distributed to the Participant and the normal payment or distribution schedule for any remaining payments or distributions will resume.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however , that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

          (d) Eligible Participants who are service providers to a Subsidiary may be granted Options or SARs under this Plan only if the Subsidiary qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.


 
 
EASTMAN CHEMICAL COMPANY
1997 OMNIBUS LONG-TERM COMPENSATION PLAN


TABLE OF CONTENTS


 
Section
Title
Page
1.
Purpose
1
2.
Definitions
1
3.
Administration
3
4.
Eligibility
3
5.
Shares Available
3
6.
Effective Date; Term
4
7.
Participation
4
8.
Stock Options
4
9.
Stock Appreciation Rights
5
10.
Stock Awards
5
11.
Performance Shares
6
12.
Performance Goals for Certain Section 162(m) Awards
6
13.
Payment of Awards
7
14.
Dividends and Dividend Equivalents
7
15.
Deferral of Awards
7
16.
Termination of Employment
7
17.
Nonassignability
8
18.
Adjustment of Shares Available
8
19.
Withholding Taxes
9
20.
Noncompetition; Confidentiality
9
21.
Regulatory Approvals and Listings
9
22.
Amendment
10
23.
Governing Law
10
24.
Change In Ownership
10
25.
Change In Control
11
26.
No Right, Title, or Interest in CompanyAssets
13
27.
Securities Laws
13
28.
Special Provisions related to Section 409A of the Code
14





 
EASTMAN CHEMICAL COMPANY
1997 OMNIBUS LONG-TERM COMPENSATION PLAN

1.            Purpose

The purpose of the Plan is to provide motivation to Employees of the Company and its Subsidiaries to put forth maximum efforts toward the continued growth, profitability, and success of the Company and its Subsidiaries by providing incentives to such Employees through the ownership and performance of Common Stock of the Company.  Toward this objective, the Committee may grant stock options, stock appreciation rights ("SARs"), Stock Awards, performance shares, and/or other incentive awards to Employees of the Company and its Subsidiaries on the terms and subject to the conditions set forth in the Plan.  The Committee may at any time unilaterally amend any unexercised, unearned, or unpaid Award, including, without limitation, Awards earned but not yet paid, to the extent it deems appropriate; provided, however, that any such amendment which, in the opinion of the Committee, is adverse to the Participant shall require the Participant's consent.  Participation in the Plan shall not give any Participant any right to remain in the employ of the Company or any Subsidiary.  The Company or, in the case of employment with a Subsidiary, the Subsidiary, reserves the right to terminate the employment of any Participant at any time.  Further, the adoption of the Plan shall not be deemed to give any Employee or any other individual any right to be selected as a Participant or to be granted an Award.

2.            Definitions

2.1           "Award" means any form of stock option, SAR, Stock Award, performance shares, or other incentive award granted under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations, if any, as the Committee may establish by the Award Notice or otherwise.

2.2           "Award Notice" means a written notice from the Company to a Participant that establishes the terms, conditions, restrictions, and/or limitations applicable to an Award in addition to those established by the Plan and by the Committee's exercise of its administrative powers.

2.3           "Board" means the Board of Directors of the Company.

2.4           "Change In Control" means a change in control of the Company of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of a Current Report on Form 8-K, as in effect on December 31, 1996, pursuant to Section 13 or 15(d) of the Exchange Act; provided that, without limitation, a Change In Control shall be deemed to have occurred at such time as (i) any "person" within the meaning of Section 14(d) of the Exchange Act, other than the Company, a Subsidiary, or any employee benefit plan(s) sponsored by the Company or any Subsidiary, is or has become the "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 25% or more of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote in the election of directors; provided, however, that the following will not constitute a Change In Control: any acquisition by any corporation if, immediately following such acquisition, more than 75% of the outstanding securities of the acquiring corporation ordinarily having the right to vote in the election of directors is beneficially owned by all or substantially all of those persons who, immediately prior to such acquisition, were the beneficial owners of the outstanding securities of the Company ordinarily having the right to vote in the election of directors, or (ii) individuals who constitute the Board on January 1, 1997 (the "Incumbent Board") have ceased for any reason to  constitute at least a majority thereof, provided that: any person becoming a director subsequent to January 1, 1997 whose election, or nomination for election by the Company's shareowners, was approved by a vote of at least
three-quarters (3/4) of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board, (iii) upon approval by the Company's shareowners of a reorganization, merger or consolidation, other than one with respect to which all or substantially all of those persons who were the beneficial

1


owners, immediately prior to such reorganization, merger or consolidation, of outstanding securities of the Company ordinarily having the right to vote in the election of directors own, immediately after such transaction, more than 75% of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors; or (iv) upon approval by the Company's shareowners of a complete liquidation and dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company other than to a Subsidiary.

2.5           "Change In Control Price" means the highest closing price (or, if the shares are not traded on an exchange, the highest last sale price or closing "asked" price) per share paid for the purchase of Common Stock in a national securities market during the ninety (90) day period ending on the date the Change In Control occurs.

2.6           "Change In Ownership" means a Change In Control that results directly or indirectly in the Common Stock (or the stock of any successor to the Company received in exchange for Common Stock) ceasing to be publicly traded in a national securities market.

2.7           "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.8           "Committee" means the Compensation and Management Development Committee of the Board or such other committee, designated by the Board, authorized to administer the Plan under Section 3 hereof.  The Committee shall consist of not less than two members, each of whom shall be both a "non-employee director" as such term is defined in Rule 16b-3 under the Exchange Act or any successor rule, and an "outside director" as that term is used in Code Section 162(m) and the regulations promulgated thereunder.

2.9           "Common Stock" means the $.01 par value common stock of the Company.

2.10           "Company" means Eastman Chemical Company.

2.11           "Covered Employee" means an individual defined in Code Section 162(m)(3).

2.12           "Employee" means an employee of the Company or a Subsidiary.

2.13           "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

2.14           "Fair Market Value" means the closing price of the shares of Common Stock on the New York Stock Exchange on the day on which such value is to be determined or, if no shares were traded on such day, on the next preceding day on which shares were traded; provided, however, that if at any relevant time the shares of Common Stock are not traded on the New York Stock Exchange, the "Fair Market Value" shall be determined by reference to the closing price of the shares of Common Stock on another national securities exchange, if applicable, or if the shares are not traded on an exchange but are traded in the over-the-counter market, by reference to the last sale price or the closing "asked" price of the shares in the over-the-counter market as reported by the National Association of Securities Dealers Automatic Quotation System (NASDAQ) or other national quotation service.

2.15           "Participant" means any individual to whom an Award has been granted by the Committee under the Plan.

2.16           "Plan" means the Eastman Chemical Company 1997 Omnibus Long-Term Compensation Plan.

2.17           "SAR" is an Award that shall entitle the recipient to receive a payment equal to the appreciation in value of a stated number of shares of Common Stock from the price established in the Award to the market value of such number of shares of Common Stock on the date of exercise.

2.18           "Section 16 Insider" means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act with respect to the Company.

2


2.19           "Stock Award" means an Award granted pursuant to Section 10 hereof in the form of shares of Common Stock, restricted shares of Common Stock and/or Units of Common Stock.

2.20           "Subsidiary" means a corporation or other business entity in which the Company directly or indirectly has an ownership interest of 80 percent or more.

2.21           "Unit" means a bookkeeping entry used by the Company to record and account for the grant of the following Awards until such time as the Award is paid, canceled, forfeited or terminated, as the case may be: Units of Common Stock, SARs and performance shares that are expressed in terms of Units of Common Stock.

3.            Administration

The Plan shall be administered by the Committee.  The Committee shall have the authority to: (a) interpret the Plan; (b) establish such rules and regulations as it deems necessary for the proper operation and administration of the Plan; (c) select Employees to become Participants and receive Awards under the Plan; (d) determine the form of an Award, whether a stock option, SAR, Stock Award, performance share, or other incentive award established by the Committee, the number of shares or Units subject to the Award, all the terms, conditions, restrictions and/or limitations, if any, of an Award, including the time and conditions of exercise or vesting, and the terms of any Award Notice; (e) determine whether Awards should be granted singly, in combination or in tandem; (f) grant waivers of Plan terms, conditions, restrictions and limitations; (g) accelerate the vesting, exercise or payment of an Award or the performance period of an Award when such action or actions would be in the best interest of the Company; (h) establish such other types of Awards, besides those specifically enumerated in Section 2.1 hereof, which the Committee determines are consistent with the Plan's purpose; and (i) take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan.  In addition, in order to enable Employees who are foreign nationals or are employed outside the United States or both to receive Awards under the Plan, the Committee may adopt such amendments, procedures, regulations, subplans and the like as are necessary or advisable, in the opinion of the Committee, to effectuate the purposes of the Plan.  The Committee shall also have the authority to grant Awards in replacement of Awards previously granted under the Plan or any other executive compensation plan of the Company or a Subsidiary. All determinations of the Committee shall be made by a majority of its members, and its determinations shall be final, binding and conclusive.

The Committee, in its discretion, may delegate its authority and duties under the Plan to the Chief Executive Officer and/or to other senior officers of the Company under such conditions and/or limitations as the Committee may establish; provided, however, that only the Committee may select, grant, and establish the terms of Awards to Section 16 Insiders or Covered Employees.

4.            Eligibility

Any Employee is eligible to become a Participant in the Plan.

5.            Shares Available

The maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan (including incentive stock options) during its term shall not exceed 7,000,000, provided that the maximum number of shares of Common Stock available for grant of Stock Awards under the Plan during its term shall not exceed 3,500,000.  (Such amounts shall be subject to adjustment as provided in Section 18.)  Any shares of Common Stock related to Awards that are settled in cash in lieu of Common Stock shall be available again for grant under the Plan.  Similarly, any shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares or are exchanged with the Committee's permission for Awards not involving Common Stock, shall be available again for grant under the Plan.  Further, any shares of Common Stock that are used by a Participant for the full or partial payment to the Company of the purchase price of Common Stock upon exercise of a stock option, or for withholding taxes due as a result of such exercise, shall again be available for Awards under the Plan.  Notwithstanding any provision in the Plan to the contrary, the maximum number of shares

3


of Common Stock with respect to one or more options and/or SARs that may be granted during any one calendar year under the Plan to any one Covered Employee shall be 200,000.  The maximum fair market value of any Awards (other than options and SARs) that may be received by a Covered Employee (less any consideration paid by the Participant for such Award) during any one calendar year under the Plan shall be $5,000,000.  The shares of Common Stock available for issuance under the Plan may be authorized and unissued shares of treasury shares.

6.            Effective Date; Term

The Plan shall become effective as of the date upon which it is approved by the shareowners of the Company.  No Awards shall be exercisable or payable before the Plan shall have become effective.  Awards shall not be granted pursuant to the Plan after April 30, 2002.

7.            Participation

The Committee shall select, from time to time, Participants from those Employees who, in the opinion of the Committee, can further the Plan's purposes.  Once a Participant is so selected, the Committee shall determine the type or types of Awards to be made to the Participant and shall establish in the related Award Notices the terms, conditions, restrictions and/or limitations, if any, applicable to the Awards in addition to those set forth in the Plan and the administrative rules and regulations issued by the Committee.

8.            Stock Options

(a)            Grants .  Awards may be granted in the form of stock options.  These stock options may be incentive stock options within the meaning of Section 422 of the Code, other tax-qualified stock options, or non-qualified stock options ( i.e. , stock options that are not incentive or other tax-qualified stock options), or a combination of any of the above.

(b)            Terms and Conditions of Options .  An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee.  The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an option may be exercised.  The price at which Common Stock may be purchased upon exercise of a stock option shall be established by the Committee, but such price shall not be less than 50 percent of the Fair Market Value of the Common Stock, as determined by the Committee, on the date of the stock option's grant.

(c)            Restrictions Relating to Incentive Stock Options .  Stock options issued in the form of incentive stock options shall, in addition to being subject to all applicable terms, conditions, restrictions and/or limitations established by the Committee, comply with Section 422 of the Code.  Accordingly, the aggregate market value (determined at the time the option was granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by a Participant during any calendar year (under the Plan or any other plan of the Company or any of its Subsidiaries) shall not exceed $100,000 (or such other limit as may be required by the Code).  Further, the per-share option price of an incentive stock option shall not be less than 100 percent of the Fair Market Value of the Common Stock on the date of grant.  Also, each incentive stock option shall expire not later than ten years from its date of grant.

(d)            Additional Terms and Conditions .  The Committee may, by way of the Award Notice or otherwise, establish such other terms, conditions, restrictions and/or limitations, if any, of any stock option Award, provided they are not inconsistent with the Plan.  Without limiting the generality of the foregoing, options may provide for the automatic granting of new options at the time of exercise.

4


(e)            Exercise .  Upon exercise, the exercise price of a stock option may be paid in cash, shares of Common Stock, shares of restricted Common Stock, a combination of the foregoing, or such other consideration as the Committee may deem appropriate.  The Committee shall establish appropriate methods for accepting Common Stock, whether restricted or unrestricted, and may impose such conditions as it deems appropriate on the use of such Common Stock to exercise a stock option.

9.            Stock Appreciation Rights

(a)            Grants .  Awards may be granted in the form of SARs.  An SAR may be granted in tandem with all or a portion of a related stock option under the Plan ("Tandem SARs"), or may be granted separately ("Freestanding SARs").  A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option.  In the case of SARs granted in tandem with stock options granted prior to the grant of such SARs, the appreciation in value is the difference between the option price of such related stock option and the Fair Market Value of the Common Stock on the date of exercise.

(b)            Terms and Conditions of Tandem SARs .  A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related stock option is exercisable, and the "exercise price" of such an SAR (the base from which the value of the SAR is measured at its exercise) shall be the option price under the related stock option.  However, at no time shall a Tandem SAR be issued if the option price of its related stock option is less than 50 percent of the Fair Market Value of the Common Stock, as determined by the Committee, on the date of the Tandem SAR grant.  If a related stock option is exercised as to some or all of the shares covered by the Award, the related Tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the stock option exercise.  Upon exercise of a Tandem SAR as to some or all of the shares covered by the Award, the related stock option shall be canceled automatically to the extent of the number of shares covered by such exercise.

(c)            Terms and Conditions of Freestanding SARs .  Freestanding SARs shall be exercisable in whole or in such installments and at such times as may be determined by the Committee.  Freestanding SARs shall have a term specified by the Committee, in no event to exceed ten years.  The exercise price of a Freestanding SAR shall also be determined by the Committee; provided, however, that such price shall not be less than 50 percent of the Fair Market Value of the Common Stock, as determined by the Committee, on the date of the Freestanding SAR grant.  The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of a Freestanding SAR may be exercised.

(d)            Deemed Exercise .  The Committee may provide that an SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of such SAR if at such time the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the holder of such SAR.

(e)            Additional Terms and Conditions .  The Committee may, by way of the Award Notice or otherwise, determine such other terms, conditions, restrictions and/or limitations, if any, of any SAR Award, provided they are not inconsistent with the Plan.

10.            Stock Awards

(a)            Grants .  Awards may be granted in the form of Stock Awards.  Stock Awards shall be awarded in such numbers and at such times during the term of the Plan as the Committee shall determine.  Stock Awards may be actual shares of Common Stock or the economic equivalent thereof ("Stock Award Units").

(b)            Award Restrictions .  Stock Awards shall be subject to such terms, conditions, restrictions, and/or limitations, if any, as the Committee deems appropriate including, without limitation, restrictions on transferability and continued employment of the Participant.  The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of the applicable restrictions lapse.  The Committee may modify or accelerate the delivery of a Stock Award under such circumstances as it deems appropriate.

5


(c)            Rights as Shareowner .  During the period in which any restricted shares of Common Stock are subject to restrictions imposed pursuant to Section 10(b), the Committee may, in its discretion, grant to the Participant to whom such restricted shares have been awarded all or any of the rights of a shareowner with respect to such shares, including, without limitation, the right to vote such shares and to receive dividends.  Any dividends accruing on an Award of restricted stock shall be paid or distributed to the Participant no later than the 15 th day of the 3 rd month following the later of (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such dividends is no longer subject to a substantial risk of forfeiture.

(d)            Evidence of Award .  Any Stock Award granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates.

11.            Performance Shares

(a)            Grants .  Awards may be granted in the form of performance shares.  Performance shares, as that term is used in the Plan, shall refer to shares of Common Stock or Units which are expressed in terms of Common Stock.

(b)            Performance Criteria .  Performance shares shall be contingent upon the attainment during a performance period of certain performance objectives.  The length of the performance period, the performance objectives to be achieved during the performance period, and the measure of whether and to what degree such objectives have been attained shall be conclusively determined by the Committee in the exercise of its absolute discretion. Performance objectives may be revised by the Committee, at such times as it deems appropriate during the performance period, in order to take into consideration any unforeseen events or changes in circumstances.

(c)            Additional Terms and Conditions .  The Committee may, by way of the Award Notice or otherwise, determine such other terms, conditions, restrictions and/or limitations, if any, of any Award of performance shares, provided they are not inconsistent with the Plan.

12.
Performance Goals for Certain Section 162(m) Awards

The Committee may (but need not) determine that, in order to meet the "performance-based" award criteria of Code Section 162(m) and the regulations thereunder, any Award granted pursuant to this Plan to a Participant (including, but not limited to, Participants who are Covered Employees) shall be determined solely on the basis of one or more of the following measures of corporate performance, alone or in combination, for the Company as a whole:  (a) return on capital, equity, or assets (including economic value created), (b) productivity, (c) cost improvements, (d) cash flow, (e) sales revenue growth, (f) net income, earnings per share, or earnings from operations, (g) quality, (h) customer satisfaction, or (i) stock price or total shareowner return.  Measurement of the Company's performance against the goals established by the Committee shall be objectively determinable, and to the extent such goals are expressed in standard accounting terms, performance shall be measured according to generally accepted accounting principles as in existence on the date on which the performance goals are established and without regard to any changes in such principles after such date.  The Committee shall have the right for any reason to reduce (but not increase) any such Award, notwithstanding the achievement of a specified goal.  If an Award is made on such basis, the Committee shall establish goals prior to the beginning of the period to which such performance goal relates (or such later date as may be permitted under Code Section 162(m) or the regulations thereunder).  Any payment of an Award granted with performance goals under this Section 12 shall be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied.

6


13.            Payment of Awards

At the discretion of the Committee, payment of Awards may be made in cash, Common Stock, a combination of cash and Common Stock, or any other form of property as the Committee shall determine.  In addition, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Common Stock, restrictions on transfer and forfeiture provisions.  Further, payment of Awards may be made in the form of a lump sum, or in installments, as determined by the Committee.

14.            Dividends and Dividend Equivalents

If an Award is granted in the form of a Stock Award, stock option, or performance share, or in the form of any other stock-based grant, the Committee may choose, at the time of the grant of the Award or any time thereafter up to the time of the Award's payment, to include as part of such Award an entitlement to receive dividends or dividend equivalents, subject to such terms, conditions, restrictions and/or limitations, if any, as the Committee may establish.  All dividends or dividend equivalents that are not paid currently may, at the Committee's discretion, accrue interest, be reinvested in additional shares of Common Stock or, in the case of dividends or dividend equivalents credited in connection with performance shares, be credited as additional performance shares and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award.  Notwithstanding the foregoing, any dividends or dividend equivalents accruing on an Award shall be paid or distributed to the Participant no later than the 15 th day of the 3 rd month following the later of (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such dividends or dividend equivalents is no longer subject to a substantial risk of forfeiture.

15.            Deferral of Awards

No Option or SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option or SAR. At the discretion of the Committee, payment of a Stock Award, performance share, dividend, dividend equivalent, or any portion thereof may be deferred by a Participant until such time as the Committee may establish.  All such deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant on a form provided by the Company. All deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of Section 409A of the Code and its regulations.  Deferred payments shall be paid in a lump sum or installments, as determined by the Committee.  The Committee may also credit interest, at such rates to be determined by the Committee, on cash payments that are deferred and credit dividends or dividend equivalents on deferred payments denominated in the form of Common Stock.  The Committee may also, in its discretion, require deferral of payment of any Award (other than an Option or SAR) or portion thereof if payment of the Award would, or could in the reasonable estimation of the Committee, result in the Participant receiving compensation in excess of the maximum amount deductible by the Company under the Code.

16.            Termination of Employment

If a Participant's employment with the Company or a Subsidiary terminates for a reason other than death, disability entitling the Participant to benefits under the Company's long-term disability plan, retirement, or any other approved reason, all unexercised, unearned, and/or unpaid Awards, including without limitation, Awards earned but not yet paid, all unpaid dividends and dividend equivalents, and all interest accrued on the foregoing shall be canceled or forfeited, as the case may be, unless the Participant's Award Notice provides otherwise.  Subject to Section 30, the Committee shall have the authority to promulgate rules and regulations to (i) determine what events constitute disability, retirement or termination for an approved reason for purposes of the Plan, and (ii) determine the treatment of a Participant under the Plan in the event of such Participant's death, disability, retirement or termination for an approved reason.

7


17.            Nonassignability

No Awards (other than unrestricted Stock Awards) or any other payment under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and distribution), assignment, pledge, or encumbrance; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any option intended to be an incentive stock option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any state or federal securities laws applicable to transferable Awards.  During the lifetime of the Participant no Award shall be payable to or exercisable by anyone other than the Participant to whom it was granted, other than (a) in the case of a permanent disability involving a mental incapacity or (b) in the case of an Award transferred in accordance with the preceding sentence.

18.           Changes in Capital Structure

(a)           Mandatory Adjustments.  In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the share authorization limits under Section 5 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.  Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable.  Without limiting the foregoing, in the event of a subdivision of the outstanding Common Stock (stock-split), a declaration of a dividend payable in shares of Common Stock, or a combination or consolidation of the outstanding Common Stock into a lesser number of shares, the shares then subject to each Award shall, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

(b)           Discretionary Adjustments.  Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, combination or exchange of shares, or any transaction described in Subsection 18(a), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Common Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Common Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets and performance periods for performance Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination of the foregoing.  The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

(c)           General.  Any discretionary adjustments made pursuant to this Section 18 shall be subject to the provisions of Section 23.  To the extent that any adjustments made pursuant to this Section 18 cause incentive stock options to cease to qualify as such under applicable provisions of the Code, such options shall be deemed to be non-qualified stock options.

8


19.            Withholding Taxes

The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of this Plan.  With respect to withholding required upon any taxable event hereunder, the Company may elect in its discretion, and Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by withholding or having the Company withhold shares of Common Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.  All elections by Participants shall be irrevocable, made in writing, and signed by the Participant.

20.            Noncompetition; Confidentiality

A Participant will not, without the written consent of the Company, either during his or her employment by the Company or thereafter, disclose to anyone or make use of any confidential information which he or she has acquired during his or her employment relating to any of the business of the Company, except as such disclosure or use may be required in connection with his or her work as an employee of Company.  During Participant's employment by Company, and for a period of two years after the termination of such employment, he or she will not, either as principal, agent, consultant, employee or otherwise, engage in any work or other activity in competition with the Company in the field or fields in which he or she has worked for the Company.  The agreement in this Section applies separately in the United States and in other countries but only to the extent that its application shall be reasonably necessary for the protection of the Company.  Unless the Award Notice specifies otherwise, a Participant shall forfeit all rights under this Plan to any unexercised or unpaid Awards or to the deferral of any Award, dividend, or dividend equivalent, if, in the determination of the Committee the Participant, has violated the Agreement set forth in this Section 20, and in that event any further payment, deferral of payment, or other action with respect to any Award, dividend, or dividend equivalent shall be made or taken, if at all, in the sole discretion of the Committee.  For purposes of this Section 20, "Company" shall include any Subsidiary employing the Participant.

21.            Regulatory Approvals and Listings

Notwithstanding anything contained in the Plan to the contrary, the Company shall have no obligation to issue or deliver certificates of Common Stock evidencing Stock Awards or any other Award resulting in the payment of Common Stock prior to (a) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (b) the admission of such shares to listing on the stock exchange on which the Common Stock may be listed, and (c) the completion of any registration or other qualification of said shares under any State or Federal law or ruling of any governmental body that the Company shall, in its sole discretion, determine to be necessary or advisable.


9


22.            Amendment

The Board or the Committee may, at any time and from time to time, suspend, amend, modify, or terminate the Plan without shareowner approval; provided, however, that the Board or Committee may condition any amendment or modification on the approval of shareowners of the Company if such approval is necessary or deemed advisable with respect to tax, securities, or other applicable laws, policies, or regulations.

23.            Governing Law

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, except as superseded by applicable Federal law.
 
24.            Change In Ownership

(a)            Background .  Upon a Change In Ownership:  (i) the terms of this Section 24 shall immediately become operative, without further action or consent by any person or entity; (ii) all conditions, restrictions, and limitations in effect on any unexercised, unearned, unpaid, and/or deferred Award, or any other outstanding Award, shall immediately lapse as of the date of such event; (iii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any Awards on or after such date, and in no circumstance shall an Award be forfeited on or after such date; and (iv) all unexercised, unvested, unearned, and/or unpaid Awards or any other outstanding Awards shall automatically become one hundred percent (100%) vested immediately.

(b)            Dividends and Dividend Equivalents .  Upon a Change In Ownership, all unpaid dividends and dividend equivalents and all interest accrued thereon, if any, shall be treated and paid under this Section 24 in the identical manner and time as the Award with respect to which such dividends or dividend equivalents have been credited.  For example, if upon a Change In Ownership, an Award under this Section 24 is to be paid in a prorated fashion, all unpaid dividends and dividend equivalents with respect to such Award shall be paid according to the same formula used to determine the amount of such prorated Award.

(c)            Treatment of Performance Shares .  If a Change In Ownership occurs during the term of one or more performance periods for which the Committee has granted performance shares (hereinafter a "current performance period"), the term of each such current performance period shall immediately terminate upon the occurrence of such event. Upon a Change In Ownership, for each current performance period and each completed performance period for which the Committee has not on or before such date made a determination as to whether and to what degree the performance objectives for such period have been attained (hereinafter a "completed performance period"), it shall be assumed that the performance objectives have been attained at a level of one hundred percent (100%) or the equivalent thereof.

A Participant in one or more current performance periods shall be considered to have earned and, therefore, be entitled to receive, a prorated portion of the Awards previously granted for each such performance period.  Such prorated portion shall be determined by multiplying the number of performance shares granted to the Participant by a fraction, the numerator of which is the total number of whole and partial years (with each partial year being treated as a whole year) that have elapsed since the beginning of the performance period, and the denominator of which is the total number of years in such performance period.

A Participant in one or more completed performance periods shall be considered to have earned and, therefore, be entitled to receive all the performance shares previously granted during each such performance period.

(d)            Valuation of Awards .  Upon a Change In Ownership, all outstanding Units of Common Stock, Freestanding SARs, stock options (including incentive stock options), and performance shares (including those earned as a result of the application of Subsection 24(c) above) and all other outstanding stock-based Awards, including those granted by the Committee pursuant to its authority under Subsection 3(h) hereof, shall be valued and cashed out on the basis of the Change In Control Price.

(e)            Payment of Awards .  Upon a Change In Ownership, any Participant, whether or not still employed by the Company or a Subsidiary, shall be paid, in a single lump sum cash payment, as soon as practicable but in no event later than 75 days after the Change In Ownership (unless a later date is required by Section 30(b) hereof), the value of all of such Participant's outstanding Units of Common stock, Freestanding SARs, stock options (including incentive stock options), and performance shares (including those earned as a result of Subsection 24(c) above), and all other outstanding Awards, including those granted by the Committee pursuant to its authority under Subsection 3(h) hereof.  For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

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(f)            Deferred Awards .  Upon a Change in Ownership, all Awards deferred by a Participant under Section 15 hereof, but for which such Participant has not received payment as of such date, shall be paid in a single lump-sum cash payment as soon as practicable, but in no event later than 90 days after the Change In Ownership (unless a later date is required by Section 30(b) hereof).  For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

(g)            Miscellaneous .  Upon a Change In Ownership, (i) the provisions of Sections 16 and 20 (solely as such Section relates to noncompetition and not as such Section relates to confidentiality) and the third sentence of Section 1 hereof shall become null and void and of no further force and effect; and (ii) no action, including, without limitation, the amendment, suspension, or termination of the Plan, shall be taken which would affect the rights of any Participant or the operation of the Plan with respect to any Award to which the Participant may have become entitled hereunder on or prior to the date of such action or as a result of such Change In Ownership.

(i)            Legal Fees .  The Company shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such Participant may be entitled to under the Plan after a Change In Ownership; provided, however, the Participant shall be required to repay any such amounts to the Company to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced in bad faith.

(j)            Adjustment to Provisions .  Notwithstanding that a Change in Ownership has occurred, the Committee may elect to deal with Awards in a manner different from that contained in this Section 24, in which case the provisions of this Section 24 shall not apply and such alternate terms shall apply.  Such Committee action shall be effective only if it is made by the Committee prior to the occurrence of an event that otherwise would be or probably will lead to a Change in Ownership or after such event if made by the Committee a majority of which is composed of directors who were members of the Board immediately prior to the event that otherwise would be or probably will lead to a Change in Ownership.

25.            Change In Control .

(a)            Background .  All Participants shall be eligible for the treatment afforded by this Section 25 if their employment terminates within two years following a Change In Control, unless the termination is due to (i) death, (ii) disability entitling the Participant to benefits under the employer's long-term disability plan, (iii) Cause, (iv) resignation other than (A) resignation from a declined reassignment to a job that is not reasonably equivalent in responsibility or compensation (as defined in the Company's termination allowance plan, if any), or that is not in the same geographic area (as defined in the Company's termination allowance plan, if any), or (B) resignation within 30 days following a reduction in base pay, or (v) retirement entitling the Participant to benefits under his or her employer's retirement plan.

For purposes hereof, "Cause" means (a) the continued failure by an Employee to substantially perform such Employee's duties of employment after warnings identifying the lack of substantial performance are communicated to the Employee by the employer to identify the manner in which the employer believes that the Employee has not substantially performed such duties, or (b) the engaging by an Employee in illegal conduct that is materially and demonstrably injurious to the Company or a Subsidiary.

(b)            Vesting and Lapse of Restrictions .  If a Participant is eligible for treatment under this Section 25, (i) all of the conditions, restrictions, and limitations in effect on any of such Participant's unexercised, unearned, unpaid and/or deferred Awards (or any other of such Participant's outstanding Awards) shall immediately lapse as of the date of termination of employment; (ii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any of such Participant's Awards on or after such date, and in no event shall any of such Participant's Awards be forfeited on or after such date; and (iii) all of such Participant's unexercised, unvested, unearned and/or unpaid Awards (or any other of such Participant's outstanding Awards) shall automatically become one hundred percent (100%) vested immediately upon termination of employment.
(c)            Dividends and Dividend Equivalents .  If a Participant is eligible for treatment under this Section 25,

11


all of such Participant's unpaid dividends and dividend equivalents and all interest accrued thereon, if any, shall be paid under this Section 25 in the identical manner and time as the Award with respect to which such dividend or dividend equivalents have been credited.  For example, if upon a Change In Control, an Award under this Section 25 is to be paid in a prorated fashion, all unpaid dividends and dividend equivalents with respect to such Award shall be paid according to the same formula used to determine the amount of such prorated Award.

(d)            Treatment of Performance Shares .  If a Participant holding performance shares is terminated under the conditions described in Subsection (a) above, the provisions of this Subsection (d) shall determine the manner in which such performance shares shall be paid to such Participant.  For purposes of making such payment, each current performance period, as that term is defined in Subsection 24(c) hereof, shall be treated as terminating upon the date of the Participant's termination of employment, and for each such current performance period and each completed performance period, as that term is defined in Subsection 24(c) hereof, it shall be assumed that the performance objectives have been attained at a level of one hundred percent (100%) or the equivalent thereof.  If the Participant is participating in one or more current performance periods, he or she shall be considered to have earned and, therefore, be entitled to receive that prorated portion of the Awards previously granted for each such performance period, as determined in accordance with the formula established in Subsection 24(c) hereof.  A Participant in one or more completed performance periods shall be considered to have earned and, therefore, be entitled to receive all the performance shares previously granted during each performance period.

(e)            Valuation of Awards .  If a Participant is eligible for treatment under this Section 25, such Participant's Awards shall be valued and cashed out in accordance with the provisions of Subsection 24(d) hereof.

(f)            Payment of Awards .  If a Participant is eligible for treatment under this Section 25, such Participant shall be paid, in a single lump-sum cash payment, as soon as practicable but in no event later than 75 days after the date of such Participant's termination of employment (unless a later date is required by Section 30(b) hereof), the value of all of such Participant's outstanding Units of Common Stock, Freestanding SARs, stock options (including incentive stock options), and performance shares (including those earned as a result of Subsection 25(d) above), and all of such Participant's other outstanding Awards, including those granted by the Committee pursuant to its authority under Subsection 3(h) hereof.  For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

(g)            Deferred Awards .  If a Participant is eligible for treatment under this Section 25, all of the deferred Awards for which such Participant has not received payment as of the date of such Participant's termination of employment shall be paid in a single lump-sum cash payment as soon as practicable, but in no event later than 90 days after the date of such Participant's termination (unless a later date is required by Section 30(b) hereof). For purposes of making any payment, the value of all Awards that are stock based shall be determined by the Change In Control Price.

(h)            Miscellaneous .  Upon a Change In Control, (i) the provisions of Sections 16 and 20 (solely as such Section relates to noncompetition and not as such Section relates to confidentiality) and the third sentence of Section 1 hereof shall become null and void and of no force and effect insofar as they apply to a Participant who has been terminated under the conditions described in Subsection (a) above; and (ii) no action, including, without limitation, the amendment, suspension or termination of the Plan, shall be taken that would affect the rights of such Participant or the operation of the Plan with respect to any Award to which the Participant may have become entitled hereunder on or prior to the date of the Change In Control or to which such Participant may become entitled as a result of such Change In Control.

(i)            Legal Fees .  The Company shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such Participant may be entitled to under the Plan after a Change In Control; provided, however, the Participant shall be required to repay any such amounts to the Company to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced in bad faith.

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(j)            Adjustment to Provisions .  Notwithstanding that a Change in Control has occurred, the Committee may elect to deal with Awards in a manner different from that contained in this Section 25, in which case the provisions of this Section 25 shall not apply and such alternate terms shall apply.  Such Committee action shall be effective only if it is made by the Committee prior to the occurrence of an event that otherwise would be or probably will lead to a Change In Control or after such event if made by the Committee a majority of which is composed of directors who were members of the Board immediately prior to the event that otherwise would be or probably will lead to a Change In Control.

26.            No Right, Title, or Interest in Company Assets

No Participant shall have any rights as a shareowner as a result of participation in the Plan until the date of issuance of a stock certificate in such Participant's name, and, in the case of restricted shares of Common Stock, such rights are granted to the Participant under Subsection 10(c) hereof.  To the extent any person acquires a right to receive payments from the Company under the Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company.

27.            Securities Laws

With respect to Section 16 Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act.  To the extent any provision of the Plan or action by the Committee fails so to comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

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28. Special Provisions related to Section 409A of the Code

(a) Notwithstanding anything in the Plan or in any Award Notice to the contrary, to the extent that any amount or benefit that would constitute “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award Notice by reason the occurrence of a Change In Control, Change In Ownership, or the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change In Control, Change In Ownership, Disability or separation from service meet the description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise.  This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under the Plan or any Award Notice.

(b) Notwithstanding anything in Plan or in any Award Notice to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Notice by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then if and to the extent necessary to comply with Code Section 409A:

(i) if the payment or distribution is payable in a lump sum, the Participant’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service (subject to exceptions specified in the final regulations under Code Section 409A); and
 
(ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated and the Participant’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service (subject to exceptions specified in the final regulations under Code Section 409A), whereupon the accumulated amount will be paid or distributed to the Participant and the normal payment or distribution schedule for any remaining payments or distributions will resume.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however , that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

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AMENDED AND RESTATED
EASTMAN EXECUTIVE DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective as of August 1, 2007)







EASTMAN CHEMICAL COMPANY





AMENDED AND RESTATED
EASTMAN EXECUTIVE DEFERRED COMPENSATION PLAN

 
TABLE OF CONTENTS

 
Section
          Title
Page
Preamble
 
1
Section 1.
Definitions
1
Section 2.
Deferral of Compensation
5
Section 3.
Time of Election of Deferral
6
Section 4.
Hypothetical Investments
6
Section 5.
Deferrals and Crediting Amounts to Accounts
7
Section 6.
Deferral Period
7
Section 7.
Investment in the Stock Account and Transfers Between Accounts
8
Section 8.
Payment of Deferred Compensation
10
Section 9.
Payment of Deferred Compensation After Death
13
Section 10.
Acceleration of Payment for Hardship
13
Section 11.
Non-Competition and Non-Disclosure Provision
14
Section 12.
Participant's Rights Unsecured
15
Section 13.
No Right to Continued Employment
15
Section 14.
Statement of Account
15
Section 15.
Deductions
15
Section 16.
Administration
15
Section 17.
Amendment
16
Section 18.
Governing Law
16
Section 18.
Governing Law
16
Section 19.
Change in Control
16
Section 20.
Compliance with SEC Regulations
17
Section 21.
Successors and Assigns
17


 
 
 
 
 
 
 
 
 
 
 

 
 
  AMENDED AND RESTATED
EASTMAN EXECUTIVE DEFERRED COMPENSATION PLAN


Preamble . The Amended and Restated Eastman Executive Deferred Compensation Plan is an unfunded, nonqualified deferred compensation arrangement for eligible employees of Eastman Chemical Company ("the Company") and certain of its subsidiaries.  Under the Plan, each Eligible Employee is annually given an opportunity to defer payment of part of his or her cash compensation.

This Plan originally was adopted effective January 1, 1994, amended and restated effective as of August 1, 2002 and subsequently amended and restated again effective as of August 1, 2007 in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

Section 1 .   Definitions .

"Account" means the EDCP Account.  The EDCP Account is further sub-divided into an Interest Account and a Stock Account, and if applicable, each Interest Account and Stock Account is further sub-divided into a Grandfathered Account and a Non-Grandfathered Account.

"Board" means the Board of Directors of the Company.

 
"Change In Control" means a change in control of the Company of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1 (a) of a Current Report on Form 8-K, as in effect on December 31, 2001, pursuant to Section 13 or 15(d) of the Exchange Act; provided that, without limitation, a Change In Control shall be deemed to have occurred at such time as (i) any "person" within the meaning of Section 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company, or any employee benefit plan(s) sponsored by the Company or any subsidiary of the Company, is or has become the "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 25% or more of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote at the election of directors; provided, however, that the following will not constitute a Change In Control: any acquisition by any corporation if, immediately following such acquisition, more than 75% of the outstanding securities of the acquiring corporation ordinarily having the right to vote in the election of directors is beneficially owned by all or substantially all of those persons who, immediately prior to such acquisition, were the beneficial owners of the outstanding securities of the Company ordinarily having the right to vote in the election of directors, or (ii) individuals who constitute the Board on January 1, 2002 (the "Incumbent Board") have ceased for any reason to constitute at least a majority thereof, provided that: any person becoming a director subsequent to January 1, 2002 whose election, or nomination for election by the Company's

1


stockholders, was approved by a vote of at least three-quarters (3/4) of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board, (iii) upon approval by the Company's stockholders of a reorganization, merger or consolidation, other than one with respect to which all or substantially all of those persons who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of outstanding securities of the Company ordinarily having the right to vote in the election of directors own, immediately after such transaction, more than 75% of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors; or (iv) upon approval by the Company's stockholders of a complete liquidation and dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company other than to a subsidiary of the Company.

“Class Year” means each calendar year.  Notwithstanding the foregoing, the “2004 Class Year” includes all amounts deferred into the Plan in 2004 and in any calendar years prior to 2004.

“Code” means the Internal Revenue Code of 1986, as amended.

 
"Common Stock" means the $.01 par value common stock of the Company.

 
"Company" means Eastman Chemical Company.

 
"Compensation Committee" shall mean the Compensation and Management Development Committee of the Board.

"Deferrable Amount" means, for a given fiscal year of the Company, an amount equal to the sum of the Eligible Employee's (i) annual base cash compensation; (ii) annual cash payments under the Company's Unit Performance Plan and any sales incentive plan of the Company in which an Eligible Employee participates; (iii) stock and stock-based awards under the Omnibus Plan which, under the terms of the Omnibus Plan and the award, are payable in cash and required or allowed to be deferred into this Plan; (iv) signing bonus and/or retention bonus, if any, received in connection with his or her initial employment with the Company or the acquisition by the Company of such person's previous employer; and (v) special awards of $15,000 or more, such as special awards under the Company’s Employee/Team Recognition Program and Chairman & CEO’s Award Program.  In each case, however, the Deferrable Amount shall not include any amount that must be withheld from the Eligible Employee's wages for income or employment tax purposes.

2



 
“Disability” means the Participant (i) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under the Applicable Disability Plan (as defined below), or (ii) qualifies for Social Security disability benefits.  The “Applicable Disability Plan” shall be the group long-term disability insurance plan offered by the Company to the Participant at the time of the determination.  If no group long-term disability insurance plan is being offered to the Participant at the time of such determination, the Participant shall be required to satisfy clause (ii) in order to be declared Disabled for purposes of this Plan.

“EIP/ESOP” means the Eastman Investment and Employee Stock Ownership Plan.

"Eligible Employee" means a U.S.-based employee of the Company or any of its U.S. Subsidiaries who at any time has a salary grade classification of SG-49/SG-105 or above.  Any employee who becomes eligible to participate in this Plan and in a future year does not qualify as an Eligible Employee because of a change in position level shall nevertheless be eligible to participate in such year.

"Enrollment Period" means the period designated by Global Benefits each year, provided however, that such period shall end on or before the last business day of each year.

"Excess Compensation” means the excess, if any, of (1) an Employee's "Company Compensation" as defined in the EIP/ESOP, over (2) the applicable dollar amount under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, which applies to the EIP/ESOP for a given plan year of the EIP/ESOP.

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

 
“Grandfathered Account” means the value of the Account of each Participant on December 31, 2004, including (i) the amount of the Participant’s ESOP or RSC allocation for 2004, if any, even if such amount had not been credited to a Participant’s Account as of December 31, 2004, and (ii) any earnings accruing to the Participant’s Grandfathered Account.   For purposes of this Plan, no part of the Participant’s Grandfathered Account shall be subject to Code Section 409A, including the 6 month delay for payments to Specified Employees under Section 8.3 of this Plan.  For purposes of this Plan, the “Non-Grandfathered Account” shall equal the Participant’s Account balance on the date of the Participant’s Termination of Employment, minus the amount of the Participant’s Grandfathered Account.  The Non-Grandfathered Account shall be subject to Code Section 409A.

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“Hardship” means an emergency event beyond the Participant’s control which would cause the Participant severe financial hardship if the payment of amounts from his or her Accounts were not approved.  Any distribution for Hardship shall be limited to amounts in a Participant’s Grandfathered Account.

“Initial Enrollment Period” means, for an Eligible Employee who is newly employed by the Company, the period beginning prior to such date of employment and ending 30 days after the date of employment.  For a person who becomes an employee of the Company or a U.S. Subsidiary through an acquisition by the Company of such person's previous employer, "Initial Enrollment Period" with respect to deferral of any signing bonus or retention bonus payable to such person shall mean the period beginning prior to such date of acquisition, and ending 30 days after such date of acquisition.

"Interest Account" means the account established by the Company for each Participant for compensation deferred or Excess Contribution amounts credited pursuant to this Plan and which shall bear interest as described in Section 4.1 below.  The maintenance of individual Interest Accounts is for bookkeeping purposes only.  If applicable, each Interest Account shall be further sub-divided into a Grandfathered Account and Non-Grandfathered Account.

"Interest Rate" means the monthly average of bank prime lending rates to most favored customers as published in The Wall Street Journal, such average to be determined as of the last day of each month.

"Market Value" means the closing price of the shares of Common Stock on the New York Stock Exchange on the day on which such value is to be determined or, if no such shares were traded on such day, said closing price on the next business day on which such shares are traded, provided, however, that if at any relevant time the shares of Common Stock are not traded on the New York Stock Exchange, then "Market Value" shall be determined by reference to the closing price of the shares of Common Stock on another national securities exchange, if applicable, or if the shares are not traded on an exchange but are traded in the over-the-counter market, by reference to the last sale price or the closing "asked" price of the shares in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ) or other national quotation service.

"Omnibus Plan" means the Eastman Chemical Company 1994 Omnibus Long-Term Compensation Plan or any successor plan to the Omnibus Plan providing for awards of stock and stock-based compensation to Company employees.

"Participant" means an Eligible Employee who (i) elects for one or more years to defer compensation pursuant to this Plan; or (ii) receives an ESOP allocation under Section 2.2 of this Plan.

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"Plan" means this Amended and Restated Eastman Executive Deferred Compensation Plan.

 
"Section 16 Insider" means a Participant who is, with respect to the Company, subject to the reporting requirements of Section 16 of the Exchange Act.

 “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder (“Final 409A Regulations”), provided, however, that as permitted in the Final 409A Regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with a policy adopted by the Compensation Committee, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

"Stock Account" means the account established by the Company for each Participant, the performance of which shall be measured by reference to the Market Value of Common Stock.  The maintenance of individual Stock Accounts is for bookkeeping purposes only.  If applicable, each Stock Account shall be further sub-divided into a Grandfathered Account and Non-Grandfathered Account.

 “Termination of Employment” means a separation from service under Code Section 409A and the Final 409A Regulations.

“Unforeseeable Emergency” means severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or a dependent (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty (including the need to rebuild a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  Except as otherwise provided herein, the purchase of a home and the payment of college tuition are not unforeseeable emergencies. Any distribution for an Unforeseeable Emergency shall be limited to amounts in a Participant’s Non-Grandfathered Account.

"U.S. Subsidiaries" means the United States subsidiaries of the Company listed on Schedule A.

 
"Valuation Date" means each business day.

Section 2 .                                 Deferral of Compensation; Allocations .
Section 2.1 .  An Eligible Employee may elect to defer receipt of all or any portion of his or her Deferrable Amount to the Interest Account and/or Stock Account

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within such person's EDCP Account.  A Participant may make deferrals under this Plan regardless of whether the Participant elects deferrals under the EIP/ESOP.  If an Eligible Employee terminates employment with the Company or any of its U.S. Subsidiaries, any previous deferral election with respect to a payment or award under the Company's Unit Performance Plan, the Company's Omnibus Plan, and any sales incentive plan of the Company in which an Eligible Employee participates, shall remain in effect with respect to such items of compensation payable after termination of employment.

Section 2.2 .                                For any Plan Year in which an Eligible Employee has Excess Compensation, then at such time, if any, as the Company makes a contribution to the EIP/ESOP with respect to such Plan Year, the Company shall credit to the Eligible Employee's Stock Account within his EDCP Account under this Plan, an amount equal to the product of (1) the amount of such Eligible Employee's Excess Compensation multiplied by (2) the ESOP or RSC Payout Percentage.

Section 3 .                                 Deferral Elections.

An Eligible Employee who wishes to defer compensation must irrevocably elect to do so during the applicable Enrollment Period. The Enrollment Period shall end prior to the first day of the service year with respect to the applicable Deferrable Amount., The “service year” is the Eligible Employee’s taxable year in which the services related to the Deferrable Amount will be performed by the Eligible Employee. Elections shall be made annually for each Class Year.

Notwithstanding the foregoing, (i) in the first year in which a person becomes an Eligible Employee by reason of being employed by the Company, the Eligible Employee may elect to defer receipt of all or any portion of his or her Deferrable Amount earned for services to be performed subsequent to such election, provided that such election is made no later than the end of the Initial Enrollment Period; (ii) in the first year in which a person becomes an Eligible Employee through an acquisition by the Company of such person's previous employer, the Eligible Employee may elect to defer receipt of all or any portion of his or her signing bonus and/or retention bonus paid to such Eligible Employee by the Company, provided that (x) the deferred amount represents compensation for services to be performed subsequent to such election, and (y) such election is made no later than the end of the Initial Enrollment Period.

Section 4 .                                 Hypothetical Investments .
Section 4. 1 .   Interest Accounts .  Amounts in a Participant's Interest Accounts are hypothetically invested in an interest bearing account which bears interest computed at the Interest Rate, compounded monthly.

Section 4.2 .   Stock Accounts .  Amounts in a Participant's Stock Accounts are hypothetically invested in units of Common Stock.  Amounts deferred into Stock Accounts are recorded as units of Common Stock, and fractions thereof with one unit equating to a single share of Common Stock.  Thus, the value of one unit

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shall be the Market Value of a single share of Common Stock.  The use of units is merely a bookkeeping convenience; the units are not actual shares of Common Stock.  The Company will not reserve or otherwise set aside any Common Stock for or to any Stock Account.

Section 5 .   Deferrals and Crediting Amounts to Accounts .

Section 5.1 .   Manner of Electing Deferral .  An Eligible Employee may elect to defer compensation by completing the deferral election process established by Global Benefits.   Each Eligible Employee shall elect, in the manner specified by Global Benefits (i) the amount and sources of Deferrable Amount to be deferred; (ii) whether deferral of annual base cash compensation is to be at the same rate throughout the year, or at different rates for each calendar quarter of the year; and (iii) the portion of the deferral to be credited to the Participant's Interest Account and Stock Account respectively.  An election to defer compensation shall be irrevocable following the end of the applicable Enrollment Period, but the portion of the deferral to be credited to the Participant's Interest Account and Stock Account, respectively, may be reallocated by the Participant in the manner specified by Global Benefits or its authorized designee through and including the business day immediately preceding the date on which the deferred amount is credited to the Participant's Accounts pursuant to Section 5.2.

Section 5.2 .   Crediting of Amounts to Accounts .  Except as otherwise provided in this Section with respect to Section 16 Insiders, amounts to be deferred each Class Year shall be credited to the Participant's Interest Account and/or Stock Account, as applicable, within the EDCP Account as of the date such amounts are otherwise payable.  An ESOP or RSC allocation which is made pursuant to Section 2.2 shall be credited to the Participant's Stock Account within the EDCP Account as of the date the Company makes the contribution to the EIP/ESOP which triggers the ESOP or RSC allocation under this Plan. Notwithstanding the foregoing, for each Section 16 Insider, each and every Deferrable Amount, when initially credited to the Participant's EDCP Account, shall be held in a Participant's Interest Account until the next date that dividends are paid on Common Stock (see Section 7.6 of the Plan), and on such date the Deferrable Amount that would have been initially credited to the Participant's Stock Account but for this sentence shall be transferred, together with allocable interest thereon, to the Participant's Stock Account, provided that such transfer shall be subject to the restrictions set forth in Section 7.2.


Section 6 .   Deferral Period . Subject to Sections 9, 10, and 19 hereof, the amounts credited to a Participant's Accounts and earnings thereon will be deferred until the Participant dies, becomes Disabled or has a Termination of Employment with the Company or any of its U.S. Subsidiaries.  Any such election shall be made during the applicable Enrollment Period on the deferred compensation form referenced in Section 5 above.  The payment of a Participant's Account shall be governed by Sections 8, 9, 10, and 19, as applicable.

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Section 7 .   Investment in the Stock Account and Transfers Between Accounts .

Section 7.1 .   Election Into the Stock Account .  Amounts to be credited to a Participant's Stock Account, whether by reason of a deferral election by the Participant or an ESOP allocation by the Company, shall be credited, as of the date described in Section 5.2, with that number of units of Common Stock, and fractions thereof, obtained by dividing the dollar amount to be credited into the respective Stock Account by the Market Value of the Common Stock as of such date.

Section 7.2 .   Transfers Between Accounts .  Except as otherwise provided in this Section, a Participant may direct that all or any portion, designated as a whole dollar amount, of the existing balance of his or her Interest or Stock Account be transferred to the other Account, effective as of (i) the date such election is made, if and only if such election is made prior to the close of trading on the New York Stock Exchange on a day on which the Common Stock is traded on the New York Stock Exchange, or (ii) if such election is made after the close of trading on the New York Stock Exchange on a given day or at any time on a day on which no sales of Common Stock are made on the New York Stock Exchange, then on the next business day on which the Common Stock is traded on the New York Stock Exchange (the date described in (i) or (ii), as applicable, is referred to hereinafter as the election's "Effective Date").

Such election shall be made in the manner specified by the Committee or its authorized designee; provided however, that a Section 16 Insider may only elect to transfer between his or her Accounts if he or she has made no election within the previous six months to effect an "opposite way" fund-switching ( i.e ., transfer out versus transfer in) transfer into or out of the Stock Account or the Eastman Stock Funds of the Eastman Investment and Employee Stock Ownership Plan, or any other "opposite way" intra-plan transfer or plan distribution involving a Company equity securities fund which constitutes a "Discretionary Transaction" as defined in Rule 16b-3 under the Exchange Act.   A Participant's election to transfer less than all of the funds in his or her Interest Accounts to his or her Stock Accounts shall be applied pro rata to the Interest Account in the Participant's EDCP Account..  The same procedure shall be followed if the Participant elects to transfer less than all of the funds in his or her Stock Accounts to his or her Interest Accounts.

In addition, and notwithstanding the foregoing, a Section 16 Insider's Deferrable Amount that is initially allocated to his or her Interest Account as provided in Section 5.2, shall be transferred, following such initial allocation, from the Participant's Interest Account to his or her Stock Account in the manner provided in Section 5.2.

Section 7.3 .   Transfer Into the Stock Account .  If a Participant elects pursuant to Section 7.2 to transfer an amount from his or her Interest Accounts to his or her

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Stock Accounts, then, effective as of the election's Effective Date, his or her Stock Accounts shall be credited with that number of units of Common Stock; and fractions thereof, obtained by dividing the dollar amount elected to be transferred by the Market Value of the Common Stock on the Valuation Date immediately preceding the election's Effective Date; and (ii) his or her Interest Accounts shall be reduced by the amount elected to be transferred.

Section 7.4 .   Transfer Out of the Stock Account .  If a Participant elects pursuant to Section 7.2 to transfer an amount from his or her Stock Accounts to his or her Interest Account, effective as of the election's Effective Date; (i) his or her Interest Accounts shall be credited with a dollar amount equal to the amount obtained by multiplying the number of units to be transferred by the Market Value of the Common Stock on the Valuation Date immediately preceding the election's Effective Date; and (ii) his or her Stock Accounts shall be reduced by the number of units elected to be transferred.

Section 7.5 .   Dividend Equivalents .  Effective as of the payment date for each cash dividend on the Common Stock, the Stock Accounts of each Participant who had a balance in his or her Stock Accounts on the record date for such dividend shall be credited with a number of units of Common Stock, and fractions thereof, obtained by dividing (i) the aggregate dollar amount of such cash dividend payable in respect of such Participant's Stock Accounts (determined by multiplying the dollar value of the dividend paid upon a single share of Common Stock by the number of units of Common Stock held in the Participant's Stock Accounts on the record date for such dividend); by (ii) the Market Value of the Common Stock on the Valuation Date immediately preceding the payment date for such cash dividend.

Section 7.6 .   Stock Dividends .  Effective as of the payment date for each stock dividend on the Common Stock, additional units of Common Stock shall be credited to the Stock Accounts of each Participant who had a balance in his or her Stock Accounts on the record date for such dividend.  The number of units that shall be credited to the Stock Account of such a Participant shall equal the number of shares of Common Stock and fractions thereof, which the Participant would have received as stock dividends had he or she been the owner on the record date for such stock dividend of the number of shares of Common Stock equal to the number of units credited to his or her Stock Accounts on such record date.

Section 7.7 .   Recapitalization .  If, as a result of a recapitalization of the Company, the outstanding shares of Common Stock shall be changed into a greater number or smaller number of shares, the number of units credited to a Participant's Stock Accounts shall be appropriately adjusted on the same basis.

Section 7.8 .   Distributions .  Amounts in respect of units of Common Stock may only be distributed out of the Stock Accounts by transfer to the Interest Accounts (pursuant to Sections 7.2 and 7.4 or 7.10) or withdrawal from the Stock Accounts

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(pursuant to Sections 8, 9, 10, or 19), and shall be distributed in cash.  The number of units to be distributed from a Participant's Stock Accounts shall be valued by multiplying the number of such units by the Market Value of the Common Stock as of the Valuation Date immediately preceding the date such distribution is to occur.  Pending the complete distribution under Section 8.2 or liquidation under Section 7.10 of the Stock Accounts of a Participant who has terminated his or her employment with the Company or any of its U.S. Subsidiaries, the Participant shall continue to be able to make elections pursuant to Sections 7.2, 7.3, and 7.4 and his or her Stock Accounts shall continue to be credited with additional units of Common Stock pursuant to Sections 7.5, 7.6,   and 7.7.

Section 7.9 .   Responsibility for Investment Choices .  Each Participant is solely responsible for any decision to defer compensation into his or her EDCP Stock Account, and to retain in his or her ESOP Stock Account any amounts credited thereto, and to transfer amounts to and from his or her Stock Accounts. Each Participant accepts all investment risks entailed by such decision, including the risk of loss and a decrease in the value of the amounts he or she elects to transfer into his or her Stock Accounts.

Section 7.10 .   No Reinvestment in Stock Accounts after Termination of Employment .  Once a Participant has had a Termination of Employment with the Company and all of its U.S. Subsidiaries, a Participant may, until his Account is fully distributed and pursuant to the rules of this Plan, elect to liquidate units of the Stock Accounts and transfer such value to the Interest Accounts, but the Participant may not transfer any funds from the Interest Accounts into the Stock Accounts.  For purposes of valuing the units of Common Stock subject to such a transfer, the approach described in Section 7.8 shall be used.

Section 8 .   Payment of Deferred Compensation .

Section 8.1 .   Background .  No withdrawal may be made from a Participant's Accounts except as provided in this Section 8 and Sections 9, 10, and 19.

Section 8.2 .   Manner of Payment .  Payment of a Participant's Account shall be made in a single lump sum or annual installments, as elected by the Participant pursuant to this Section 8 for each Class Year.  The maximum number of annual installments is ten.  The minimum annual installment payment permitted from the EDCP Account under such election (determined based on the value of the Participant's Accounts as of the last Valuation Date of the calendar year in which the Participant terminates employment, and disregarding any earnings under this Plan after such date) shall be one thousand dollars ($1,000); this minimum shall be applied by dividing by $1,000 the value of the Participant's Account as of the last Valuation Date of the calendar year in which the Participant terminates employment, and the result, rounded down to the next largest whole number, shall

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be the maximum number of annual installments permitted.  All payments from the Plan shall be made in cash.

Section 8.3 .   Timing of Payments .

(a)           Payments shall commence in the year elected by the Participant pursuant to this Section 8, up through the tenth year following the year in which the Participant dies, becomes Disabled or has a Termination of Employment from the Company or any of its U.S. Subsidiaries, but in no event may a Participant elect to have payments commence later than the year the Participant reaches age 71.  Payments shall commence no earlier than January 1 of the year elected by the Participant and no later than the fifth business day in March of such year.

(b)           If a Participant is a Specified Employee on the date of his or her Termination of Employment from the Company, and payment is due from this Plan on account of Termination of Employment (but not death or Disability) and  payment is due in a lump sum, the Participant’s right to receive such payment will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s Termination of Employment (subject to the exceptions specified in the Final 409A Regulations).  This Section 8.3(b) shall not apply to any portion of the Participant’s Grandfathered Account.

(c)           If a Participant is a Specified Employee on the date of his or her Termination of Employment from the Company, and payment(s) are due from this Plan on account of Termination of Employment (but not death or Disability) and payments are due in installments, the Participant’s right to begin to receive such payments will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s Termination of Employment (subject to the exceptions specified in the Final 409A Regulations) whereupon the accumulated installment payments will be paid and distributed to the Participant (without interest) and the normal payment schedule for any remaining installment payments will resume.  This Section 8.3(c) shall not apply to any portion of the Participant’s Grandfathered Account.


Section 8.4 .   Valuation .   The amount of each payment shall be equal to the value, as of the preceding Valuation Date, of the Participant's Accounts, divided by the number of remaining payments to be paid.  If payment of a Participant's Accounts is to be paid in installments and the Participant has a balance in his or her Stock Account at the time of the payment of an installment, the amount that shall be distributed from his or her Stock Account shall be the amount obtained by multiplying the total amount of the installment determined in accordance with the immediately preceding sentence by the percentage obtained by dividing the balance in the Stock Account as of the immediately preceding Valuation Date by the total value of the Participant's Accounts as of such date.  Similarly, in such case, the amount that shall be distributed from the Participant's Interest Account

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shall be the amount obtained by multiplying the total amount of the installment determined in accordance with the first sentence of this Section 8.4 by the percentage obtained by dividing the balance in the Interest Account as of the immediately preceding Valuation Date by the total value of the Participant's Accounts as of such date.

Section 8.5 .   Participant Payment Elections .  Except as provided in Section 8.6, an election by a Participant concerning the method of payment under Section 8.2 or the commencement of payments under Section 8.3 must be made at least one (1) year before the Participant's Termination of Employment, and must be made on forms provided by the Company.  If a Participant does not have a valid election in force at the time of Termination of Employment, then (i) if the value of his aggregate Accounts as of the last Valuation Date of the calendar year in which he terminates employment is less than ten thousand dollars ($10,000), then his Accounts shall be paid in a single lump sum; (ii) if the aggregate value of his Accounts as of the last Valuation Date of the calendar year in which he terminates employment is ten thousand dollars ($10,000) or more, then his Accounts shall be paid in ten (10) annual installments; and (iii) regardless of whether payment is made in a single lump sum or installments, payment shall commence by the fifth business day in March following the calendar year in which the Participant terminates employment subject to the provisions of Section 8.3(b) and Section 8.3(c) of the Plan.

Section 8.6. Special Payment Election Rules .

(a)           Notwithstanding Sections 8.2, 8.3, and 8.5, if a Participant terminates employment less than one (1) year after the date he first becomes eligible to participate in this Plan, then an election made by the Participant under this Section 8 no later than thirty (30) days after the date he first becomes eligible to participate in this Plan shall be valid.

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(b)
The timing of a distribution of a Participant’s Non-Grandfathered Account may not be accelerated, except in the event of an Unforeseeable Emergency or other permissible acceleration of distribution under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), (j)(4)(vi) (payment of employment taxes), (j)(4)(vii) (payment upon income inclusion under Section 409A), (j)(4)(ix) (plan terminations and liquidation), (j)(4)(xi) (payment of state, local or foreign taxes), (j)(4)(xiii) (certain offsets) and (i)(4)(xiv) (bona fide disputes).  Any change which delays the timing of distributions or changes the form of distributions from a Participant’s Non-Grandfathered Account may only be made by a written agreement signed by the Company's Vice President, Human Resources and the Participant and only if the following requirements are met:
 
(i)   Any election to change the time and form of distribution may nottake effect until at least 12 months after the date on which the election ismade;
 
(ii)  Other than in the event of death, the first payment with respect tosuch election must be deferred for a period of at least 5 years from the datesuch paymentotherwise would have been made; and
 
(iii)  Any election related to a payment to be made at a specified time may not be made less than 12 months prior to the date of the first scheduled payment.
 
Section 9 .   Payment of Deferred Compensation After Death .  If a Participant dies prior to complete payment of his or her Accounts, the balance of such Accounts, valued as of the Valuation Date immediately preceding the date payment is made, shall be paid in a single, lump sum Payment to:  (i) the beneficiary or contingent beneficiary designated by the Participant in accordance with procedures established by Global Benefits, or  the absence of a valid designation of a beneficiary or contingent beneficiary, (ii) the Participant's estate within 30 days after appointment of a legal representative of the deceased Participant.

Section 10 .   Acceleration of Payment for Hardship or Unforeseeable Emergency .

Section 10.1 .                                Hardship or Unforeseeable Emergency.  Hardship distributions shall be limited to amounts in a Participant’s Grandfathered Account and distributions for an Unforeseeable Emergency shall be limited to amounts in a Participant’s Non-Grandfathered Account. Upon written approval from the Company's Vice President, Human Resources, with respect to Participants other than executive officers of the Company, and by the Compensation Committee, with respect to Participants who are executive officers of the Company, and subject to the restrictions in the next two sentences, a Participant, whether or not he or she is still employed by the Company or any of its U.S. Subsidiaries, may be permitted to receive all or part of his or her Accounts if the Company's Vice

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President, Human Resources, or the Compensation Committee, as applicable, determines that the Participant has suffered a Hardship or Unforeseeable Emergency.  The amount distributed may not exceed the amount necessary to satisfy the Hardship or Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such Hardship or Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

Section 10.2 .                                 Other Payments .  Any participant in the Plan may at his or her discretion withdraw at any time all or part of that person's Grandfathered Account Balance under the Plan; provided, if this option is exercised the individual will forfeit to the Corporation 10% of his or her aggregate Grandfathered Account Balance, and will not be permitted to make deferrals to or receive ESOP or RSC allocations under this plan for a period of 36 months beginning on the first day of the plan year following the plan year which includes the date any payment to a Participant is made under this section.

Section 10.3 .                                 Accelerated Payment . If under the Eastman Executive Deferred Compensation Plan one-half or more of the Participants with a Grandfathered Account, or one-fifth or more of the Participants with a Grandfathered Account with one-half or more of the value of all benefits owed exercise their option for immediate distribution in any consecutive six-month period, this will trigger immediate payment to all Participants of all benefits owed under the terms of the Plan from Grandfathered Accounts, immediate payout under this section will not involve reduction of the amounts paid to Participants as set forth in section 10.2.  Any individual that has been penalized in this six-month period for electing immediate withdrawal will be paid that penalty, and continuing participation will be allowed, if payout to all Participants under this section occurs.  Solely for purposes of this Section 10.3, “benefits” shall refer to amounts held in Grandfathered Accounts under the Plan.

Section 10.4 .                                 Section 16 Insiders .  A Section 16 Insider may only receive a withdrawal from his or her Stock Account pursuant to this Section 10 if he or she has made no election within the previous six months to effect a fund-switching transfer into the Stock Account or the Eastman Stock Fund of the Eastman Investment Plan or any other "opposite way" intra-plan transfer into a Company equity securities fund which constitutes a "Discretionary Transaction" as defined in Rule 16b-3 under the Exchange Act.  If such a distribution occurs while the Participant is employed by the Company or any of its U.S. Subsidiaries, any election to defer compensation for the year in which the Participant receives a withdrawal shall be ineffective as to compensation earned for the pay period following the pay period during which the withdrawal is made and thereafter for the remainder of such year and shall be ineffective as to any other compensation elected to be deferred for such year.

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Section 10.5 .                                 EDCP Elections .  A Participant's election to withdraw less than all of the funds in his or her Account under Sections 10.1 or 10.2 above shall be applied pro rata to all of the Participant's sub-accounts under the Plan (i.e., to the two investment accounts under the EDCP Account.

Section 11 .   Non-Competition and Non-Disclosure Provision . Participant will not, without the written consent of the Company, either during his or her employment by Company or any of its U.S. Subsidiaries or thereafter, disclose to anyone or make use of any confidential information which he or she has acquired during his or her employment relating to any of the business of the Company or any of its subsidiaries, except as such disclosure or use may be required in connection with his or her work as an employee of Company or any of its U.S. Subsidiaries.  During Participant's employment by the Company or any of its U.S. Subsidiaries, and for a period of two years after the termination of such employment, he or she will not, without the written consent of the Company, either as principal, agent, consultant, employee or otherwise, engage in any work or other activity in competition with the Company in the field or fields in which he or she has worked for the Company or any of its U.S. Subsidiaries.  The agreement in this Section 11 applies separately in the United States and in other countries but only to the extent that its application shall be reasonably necessary for the protection of the Company. If the Participant does not comply with the terms of this Section 11, the Company's Vice President, Total Rewards, with respect to Participants other than executive officers of the Company, or the Compensation Committee, with respect to executive officers of the Company may, in his or its sole discretion, direct the Company to pay to the Participant the balance credited to the portion of his or her Interest Accounts and/or Stock Accounts that consists of the Grandfathered Account portion.

Section 12 .   Participant's Rights Unsecured .  The benefits payable under this Plan shall be paid by the Company each year out of its general assets.  To the extent a Participant acquires the right to receive a payment under this Plan, such right shall be no greater than that of an unsecured general creditor of the Company.  No amount payable under this Plan may be assigned, transferred, encumbered or subject to any legal process for the payment of any claim against a Participant.  No Participant shall have the right to exercise any of the rights or privileges of a shareowner with respect to the units credited to his or her Stock Accounts.

Section 13 .   No Right to Continued Employment . Participation in the Plan shall not give any employee any right to remain in the employ of the Company or any of its U.S. Subsidiaries.  The Company and each employer U S. Subsidiary reserve the right to terminate any Participant at any time.

Section 14 .   Statement of Account . Statements will be made available no less frequently than annually to each Participant or his or her estate showing the value of the Participant's Accounts.

Section 15 .   Deductions . The Company will withhold to the extent required by law an applicable income and other taxes from amounts deferred or paid under the Plan.

15


Section 16 .   Administration .

Section 16.1 .   Responsibility .  Except as expressly provided otherwise herein, the Compensation Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms.

Section 16.2 .   Authority of the Compensation Committee .  The Compensation Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan.  Without limiting the generality of the preceding sentence, the Compensation Committee shall have the exclusive right to interpret the Plan, to determine eligibility for participation in the Plan, to decide all questions concerning eligibility for and the amount of benefits payable under the Plan, to construe any ambiguous provision of the Plan, to correct any default, to supply any omission, to reconcile any inconsistency, and to decide any and all questions arising in the administration, interpretation, and application of the Plan.

Section 16.3 .   Discretionary Authority .  The Compensation Committee shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the Plan including, without limitation, its construction of the terms of the Plan and its determination of eligibility for participation and benefits under the Plan.  It is the intent that the decisions of the Compensation Committee and its action with respect to the Plan shall be final and binding upon all persons having or claiming to have any right or interest in or under the Plan and that no such decision or action shall be modified upon judicial review unless such decision or action is proven to be arbitrary or capricious.

Section 16.4 .   Authority of Vice President Total Rewards .  Where expressly provided for under Sections 8, 10 and 11, the authority of the Compensation Committee is delegated to the Company's Vice President, Human Resources, and to that extent the provisions of Section 16.1 through 16.3 above shall be deemed to apply to such Vice President.

Section 16.5 .   Delegation of Authority .  The Compensation Committee may provide additional delegation of some or all of its authority under the Plan to any person or persons provided that any such delegation be in writing.

Section 17 .   Amendment .  The Board may suspend or terminate the Plan at any time.  Notwithstanding the foregoing, termination with respect to the portion of the Plan that includes the Non-Grandfathered Accounts must comply with the requirements of Treas. Reg. Section 1.409A-3(j)(4)(ix).  In addition, the Board may, from time to time, amend the Plan in any manner without shareowner approval; provided however, that the Board may condition any amendment on the approval of shareowners if such approval is necessary or advisable with respect to tax, securities, or other applicable laws. However, no amendment, modification, or termination shall, without the consent of a Participant,

16


adversely affect such Participant's accruals in his or her Accounts as of the date of such amendment, modification, or termination.

Section 18 .   Governing Law . The Plan shall be construed, governed and enforced in accordance with the law of Tennessee, except as such laws are preempted by applicable federal law.

Section 19 .   Change in Control .

Section 19.1 .   Background .  The terms of this Section 19 shall immediately become operative, without further action or consent by any person or entity, upon a Change in Control, and once operative shall supersede and control over any other provisions of this Plan.

Section 19.2 .   Amendment On or After Change in Control .  On or after a Change in Control, no action, including, but not by way of limitation, the amendment, suspension or termination of the Plan, shall be taken which would affect the rights of any Participant or the operation of this Plan with respect to the balance in the Participant's Accounts without the written consent of the Participant, or, if the Participant is deceased, the Participant's beneficiary under this Plan (if any).

Section 19.3 .                                 Attorney Fees.   The Company shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such participant may be entitled to under the Plan after a Change in Control; provided, however, the Participant shall be required to repay any such amounts to the Company to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced in bad faith.  For purposes of this Section 19.3, the legal fees and related expenses must be incurred by the Participant within 5 years of the date the Change in Control occurs.  All reimbursements must be paid to the Participant by the Company no later than the end of the tax year following the tax year in which the expense is incurred.

Section 20 .   Compliance with SEC Regulations .  It is the Company's intent that the Plan comply in all respects with Rule 16b-3 of the Exchange Act, and any regulations promulgated thereunder.  If any provision of the Plan is found not to be in compliance with such rule, the provision shall be deemed null and void. All transactions under the Plan, including, but not by way of limitation, a Participant's election to defer compensation under Section 7 and withdrawals in the event of a Hardship or Unforeseeable Emergency under Section 10, shall be executed in accordance with the requirements of Section 16 of the Exchange Act, as amended and any regulations promulgated thereunder.  To the extent that any of the provisions contained herein do not conform with Rule 16b-3 of the Exchange Act or any amendments thereto or any successor regulation, then the Committee may make such modifications so as to conform the Plan to the Rule's requirements.

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Section 21 .   Successors and Assigns . This Plan shall be binding upon the successors and assigns of the parties hereto.

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SCHEDULE A


Name of Subsidiary                                                                                        Effective Date

Holston Defense Corporation                                                                                     January 1, 1994

 
McWhorter Technologies, Inc.
Effective as of the date of acquisition by the Company, with respect to signing and retention bonuses, and effective as of January 1, 2001, with respect to other deferrable amounts

Eastman Chemical Resins, Inc.                                                                           July 1, 2001

Eastman Chemical Technology                                                                          [date] [confirm]
Corporation

Eastman Ethylene Polymers                                                                               [date][confirm]
Company

Eastman Gasification Services                                                                           [date] [confirm]
Company

Eastman SE, Inc.                                                                                       [date] [confirm]

19
 


 

FOURTH AMENDED AND RESTATED
EASTMAN DIRECTORS' DEFERRED COMPENSATION PLAN

Preamble .                                The Fourth Amended and Restated Eastman Directors' Deferred Compensation Plan is an unfunded, non-qualified deferred compensation arrangement for non-employee members of the Board of Directors of Eastman Chemical Company (the "Company"). Under the Plan, each Eligible Director is annually given an opportunity to elect to defer payment of part of his or her compensation for serving as a Director. This Plan originally was adopted effective January 1, 1994, was amended and restated effective as of December 1, 1994, as of May 2, 1996, and October 10, 1996 and is further amended and restated effective as of August 1, 2007 in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

Section 1 .                                 Definitions .

"Account" means the Interest Account or the Stock Account.  If applicable,
the Interest Account and the Stock Account are each further sub-divided into aGrandfathered Account and a Non-Grandfathered Account.

"Board" means the Board of Directors of the Company.

 
"Change In Control" means a change in control of the Company of a nature that would be required to be reported (assuming such event has not been previously reported") in response to Item l(a) of a Current Report on Form 8-K, as in effect on December 31, 2001, pursuant to Section 13 or 15(d) of the Exchange Act; provided that, without limitation, a Change In Control shall be deemed to have   occurred   at such time as (i) any "person" within the meaning of Section 14(d)   of the Exchange Act, other than the Company, a subsidiary of the Company, or any employee benefit plan(s) sponsored by the Company or any subsidiary of the Company, is or has become the "beneficial owner," as defined in Rule l3d-3 under the Exchange Act, directly or indirectly, of 25% or more of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote at the election of directors; provided, however, that the following will not constitute a Change In Control: any acquisition by any corporation if, immediately following such acquisition, more than 75% of the outstanding securities of the acquiring corporation ordinarily having the right to vote in the election of directors is beneficially owned by all or substantially all of those persons who, immediately prior to such acquisition, were the beneficial owners of the outstanding securities of the Company ordinarily having the right to vote in the election of directors; or (ii) individuals who constitute the Board on January 1, 2002 (the "Incumbent Board") have ceased for any reason to constitute at least a majority thereof, provided that: any person becoming a director subsequent to January 1, 2002 whose election, or nomination for election by the Company's shareowners, was approved by a vote of at least three-quarters (3/4) of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; or (iii) upon approval by the Company's shareowners of a reorganization, merger or consolidation, other than one with respect to which all or substantially all of those persons who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of outstanding securities of the Company ordinarily having the right to vote in the election of directors own, immediately after such transaction, more than 75% of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors; or (iv) upon approval by the Company's stockholders of a complete liquidation and dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company other than to a subsidiary of the Company.

"Nominating and Corporate Governance Committee" means the Nominating and Corporate Governance Committee of the Board.

“Class Year” means each calendar year.   Notwithstanding the foregoing, the “2004 Class Year” includes all amounts deferred into the Plan in 2004 and in any calendar years prior to 2004.

“Code” means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the $.01 par value common stock of the Company.

"Company" means Eastman Chemical Company.

"Deferrable Amount" means an amount equal to the sum of the Eligible Director's cash compensation, including retainer, meeting fees, and any other compensation otherwise payable in cash.

"Eligible Director" means a member of the Board of Directors of the Company who is not an employee of the Company or any subsidiary of the Company.

"Enrollment Period" means the period designated by Global Benefits or the Nominating and Corporate Governance Committee each year; provided however, that such period shall end on or before December 31 of each year

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

 
“Grandfathered Account” means the value of the Interest Account and Stock Account of each Participant on December 31, 2004, including (i) any amounts the Participant is entitled to receive during 2004 that have not be credited to a Participant’s Interest Account or Stock Account as of December 31, 2004, and (ii) any earnings accruing to the Participant’s Grandfathered Account.  For purposes of this Plan, no portion of a Participant’s Grandfathered Account shall be subject to Code Section 409A.  For purposes of this Plan, the “Non-Grandfathered Account” shall equal the value of the Participant’s Interest Account and Stock Account on the date of the Participant’s Termination of Employment, minus the amount of the Participant’s Grandfathered Account.  The Non-Grandfathered Account shall be subject to Code Section 409A.

 
“Hardship” means an emergency event beyond the Participant’s control which would cause the Participant severe financial hardship if the payment of amounts from his or her Interest Account or Stock Account were not approved.  Any distribution for Hardship shall be limited to distributions from the Participant’s Grandfathered Account.

"Interest Account" means the account established by the Company for each Participant for compensation deferred pursuant to this Plan and which shall bear interest as described in Section 4.1 below. The maintenance of individual Interest Accounts is for bookkeeping purposes only.  If applicable, each Interest Account shall be further sub-divided into a Grandfathered Account and Non-Grandfathered Account.

"Interest Rate" means the monthly average of bank prime lending rates to most favored customers as published in The Wall Street Journal, such average to be determined as of the last day of each month.

"Market Value" means the closing price of the shares of Common Stock on the New York Stock Exchange on the day on which such value is to be determined or, if no such shares were traded on such day, said closing price on the next business day on which such shares are traded; provided, however, that if at any relevant time the shares of Common Stock are not traded on the New York Stock Exchange, then "Market Value" shall be determined by reference to the closing price of the shares of Common Stock on another national securities exchange, if applicable, or if the shares are not traded on an exchange but are traded in the over-the-counter market, by reference to the last sale price or the closing "asked" price of the shares in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ) or other national quotation service.

"Plan" means this Fourth Amended and Restated Eastman Directors' Deferred Compensation Plan.

"Participant" means an Eligible Director who elects for one or more years to defer compensation pursuant to this Plan.

"Stock Account" means the account established by the Company for each Participant, the performance of which shall be measured by reference to the Market Value of Common Stock. The maintenance of individual Stock Accounts is for bookkeeping purposes only.  If applicable, each Stock Account shall be further sub-divided into a Grandfathered Account and Non-Grandfathered Account.

 “Unforeseeable Emergency” means severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or a dependent (as defined in Section 152 of the Code without regard go Section 152(b)(1), (b)(2) and (d)(1)(B), loss of the Participant’s property due to casualty (including the need to rebuild a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  Except as otherwise provided herein, the purchase of a home and the payment of college tuition are not unforeseeable emergencies.  Any distribution for an Unforeseeable Emergency shall be limited to amounts in a Participant’s Non-Grandfathered Account.

"Valuation Date" means each business day.

Section 2 .                                 Deferral of Compensation . An Eligible Director may elect to defer receipt of all or any portion of his or her Deferrable Amount to his or her Interest Account and/or Stock Account. No deferral shall be made of any compensation payable after termination of the Eligible Director's service on the Board.

Section 3 .                                 Time of Election of Deferral . An Eligible Director who wishes to defer compensation must irrevocably elect to do so during the applicable Enrollment Period. The Enrollment Period shall end prior to the first day of the service year with respect to the applicable Deferrable Amount.  The “service year” is the Eligible Director’s taxable year in which the services related to the Deferrable mount will be performed by the Eligible Director.  Elections shall be made annually for each Class Year.

Section 4 .                                 Hypothetical Investments.

Section 4. 1 .                                     Interest Account . Amounts in a Participant's Interest Account are hypothetically invested in an interest bearing account which bears interest computed at the Interest Rate, compounded monthly.

 
Section 4.2 .   Stock Account .  Amounts in a Participant's Stock Account are hypothetically invested in units of Common Stock. Amounts deferred into a Stock Account are recorded as units of Common Stock, and fractions thereof, with one unit equating to a single share of Common Stock. Thus, the value of one unit shall be the Market Value of a single share of Common Stock. The use of units is merely a bookkeeping convenience; the units are not actual shares of Common Stock. The Company will not reserve or otherwise set aside any Common Stock for or to any Stock Account. The maximum number of Common Stock units that may be hypothetically purchased by deferral of compensation to Stock Accounts under this Plan is 80,000.

Section 5.                        Deferrals and Crediting Amounts to Accounts .

Section 5. 1 .                                     Manner of Electing Deferral . An Eligible Director may elect to defer compensation for each Class Year by completing the deferral election process established by Global Benefits.   Each Eligible Director shall elect, in the manner specified by Global Benefits: (i) the amount of Deferrable Amount to be deferred; and (ii) the portion of the deferral to be credited to the Participant's Interest Account and Stock Account, respectively. An election to defer compensation shall be irrevocable following the end of the applicable Enrollment Period, but the portion of the deferral to be credited to the Participant's Interest Account and Stock Account, respectively, may be reallocated by the Participant in the manner specified by the Nominating and Corporate Governance Committee or its authorized designee through and including the business day immediately preceding the date on which the deferred amount is credited to the Participant's Accounts pursuant to Section 5.2.

Section 5.2 .   Crediting of Amounts to Accounts .  Except as otherwise provided in this Section, amounts to be deferred each Class Year shall be credited to the Participant's Interest Account and/or Stock Account, as applicable, as of the date such amounts are otherwise payable.  In the event that the Participant has failed to make an election, amounts to be deferred each Class Year shall be credited to the Participant’s Interest Account. Notwithstanding the foregoing, each and every Deferrable Amount, when initially credited to the Participant’s Account, shall be held in a Participant’s Interest Account until the next date that dividends are paid on Common Stock (see Section 7.6 of the Plan); and on such date the Deferrable Amount that would have been initially credited to the Participant’s Stock Account but for this sentence shall be transferred, together with allocable interest thereon, to the Participant’s Stock Account, provided that such transfer shall be subject to the restrictions set forth in Section 7.2.

Section 6 .                                 Deferral Period .   Subject to Sections 9, 10 and 17 hereof, the compensation which a Participant elects to defer under this Plan shall be deferred until the Participant dies or ceases to serve as a member of the Board. Any such election shall be made during the applicable Enrollment Period on the deferred compensation form referenced in Section 5 above. The payment of a Participant's account shall be governed by Sections 8, 9, 10 and 17, as applicable.

Section 7 .                                 Investment in the Stock Account and Transfers Between Accounts .

Section 7. 1 .                                     Election Into the Stock Account . If a Participant elects to defer compensation into his or her Stock Account, his or her Stock Account shall be credited, as of the date described in Section 5.2, with that number of units of Common Stock, and fractions thereof, obtained by dividing the dollar amount to be deferred into the Stock Account by the Market Value of the Common Stock as of such date.

Section 7.2 .   Transfers Between Accounts .  Except as otherwise provided in this Section, a Participant may direct that all or any portion, designated as a whole dollar amount, of the existing balance of one of his or her Accounts be transferred to his or her other Account, effective as of (i) the date such election is made, if and only if such election is made prior to the close of trading on the New York Stock Exchange on a day on which the Common Stock is traded on the New York Stock Exchange, or (ii) if such election is made after the close of trading on the New York Stock Exchange on a given day or at any time on a day on which no sales of Common Stock are made on the New York Stock Exchange, then on the next business day on which the Common Stock is traded on the New York Stock Exchange (the date described in (i) or (ii), as applicable, is referred to hereinafter as the election's "Effective Date"). Such election shall be made in the manner specified by the Nominating and Corporate Governance Committee or its authorized designee; provided, however, that a Participant may only elect to transfer between his or her Accounts if he or she has made no election within the previous six months to effect an "opposite way" fund-switching ( i.e. transfer out versus transfer in) transfer into or out of the Stock Account or any other "opposite way" intraplan transfer or plan distribution involving a Company equity securities fund which constitutes a "Discretionary Transaction" as defined in Rule 16b-3 under the Exchange Act.

In addition, and notwithstanding the foregoing, a Participant’s Deferrable Amount that is initially allocated to his or her Interest Account as provided in Section 5.2, shall be transferred, following such initial allocation, from the Participant’s Interest Account to his or her Stock Account in the manner provided in Section 5.2.

Section 7.3 .                                     Transfer Into the Stock Account.   If a Participant elects pursuant to Section 7.2 to transfer an amount from his or her Interest Account to his or her Stock Account, effective as of the election's Effective Date, (i) his or her Stock Account shall be credited with that number of units of Common Stock, and fractions thereof, obtained by dividing the dollar amount elected to be transferred by the Market Value of the Common Stock on the Valuation Date immediately preceding the election's Effective Date; and (ii) his or her Interest Account shall be reduced by the amount elected to be transferred.

Section 7.4 .                                     Transfer Out of the Stock Account. If a Participant elects pursuant to Section 7.2 to transfer an amount from his or her Stock Account to his or her Interest Account, effective as of the election's Effective Date, (i) his or her Interest Account shall be credited with a dollar amount equal to the amount obtained by multiplying the number of units to be transferred by the Market Value of the Common Stock on the Valuation Date immediately preceding the election's Effective Date; and (ii) his or her Stock Account shall be reduced by the number of units elected to be transferred.

Section 7.5 .                                     Dividend Equivalents.   Effective as of the payment date for each cash dividend on the Common Stock, the Stock Account of each Participant who had a balance in his or her Stock Account on the record date for such dividend shall be credited with a number of units of Common Stock, and fractions thereof, obtained by dividing (i) the aggregate dollar amount of such cash dividend payable in respect of such Participant's Stock Account (determined by multiplying the dollar value of the dividend paid upon a single share of Common Stock by the number of units of Common Stock held in the Participant's Stock Account on the record date for such dividend); by (ii) the Market Value of the Common Stock on the Valuation Date immediately preceding the payment date for such cash dividend.

Section 7.6 .                                     Stock Dividends.   Effective as of the payment date for each stock dividend on the Common Stock, additional units of Common Stock shall be credited to the Stock Account of each Participant who had a balance in his or her Stock Account on the record date for such dividend. The number of units that shall be credited to the Stock Account of such a Participant shall equal the number of shares of Common Stock, and fractions thereof, which the Participant would have received as stock dividends had he or she been the owner on the record date for such stock dividend of the number of shares of Common Stock equal to the number of units credited to his or her Stock Account on such record date.

Section 7.7 .                                     Recapitalization . If, as a result of a recapitalization of the Company, the outstanding shares of Common Stock shall be changed into a greater number or smaller number of shares, the number of units credited to a Participant's Stock Account shall be appropriately adjusted on the same basis.

Section 7.8 .                                     Distributions .  Amounts in respect of units of Common Stock may only be distributed out of the Stock Account by transfer to the Interest Account (pursuant to Sections 7.2 and 7.4 or 7.10) or withdrawal from the Stock Account (pursuant to Section 8, 9, 10, or 17), and shall be distributed in cash. The number of units to be distributed from a Participant's Stock Account shall be valued by multiplying the number of such units by the Market Value of the Common Stock as of the Valuation Date immediately preceding the date such distribution is to occur.

Section 7.9 .                                     Responsibility for Investment Choices .  Each Participant is solely responsible for any decision to defer compensation into his or her Stock Account and to transfer amounts to and from his or her Stock Account and accepts all investment risks entailed by such decision, including the risk of loss and a decrease in the value of the amounts he or she elects to defer into his or her Stock Account.

Section 7. 10.                                      Liquidation of Stock Account.   Upon the date that a Participant ceases to serve on the Board, the entire balance, if any, of the Participant's Stock Account shall automatically be transferred to his or her Interest Account. For purposes of valuing the units of Common Stock subject to such a transfer, the approach described in Section 7.8 shall be used.

Section 8 .                                 Payment of Deferred Compensation .

Section 8. 1. Background . No withdrawal may be made from a Participant's Account except as provided in this Section 8 and Sections 9, 10 and 17.

Section 8.2. Manner of Payment . Payment of a Participant's Account shall be made in a single lump sum or annual installments as elected by each Participant pursuant to this Section 8 for each Class Year.  The maximum number of annual installments is ten.  All payments from the Plan shall be made in cash.

Section 8.3.                           Timing of Payments .

(a)        Payments shall commence in any year elected by the Participant pursuant to this Section 8, up through the tenth year following the year in which the Participant ceases to be a member of the Board for any reason, but in no event may a Participant elect to have payment commence later than the year the Participant reaches age 71. Payments shall commence no earlier than January 1 of the year elected by the Participant and no later than the fifth business day in March of such year.

(b)        The timing of the distribution of a Participant’s Non-Grandfathered Account may not be accelerated, except in the event of an Unforeseeable Emergency or other permissible acceleration of distribution under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order) or (j)(4)(iii) (conflicts of interest).  Any change which delayes the timing of the distributions or changes the form of distribution from the Participant’s Non-Grandfathered Account may only be made by a written agreement signed by the Nominating and Corporate Governance Committee and the Participant and only if the following requirements are met:

(i)           Any election to change the time and form of distribution may not take
effect until at least 12 months after the date on which the election is made;

(ii)           Other than in the event of death, the first payment with respect to such
election must be deferred for a period of at least five years from the date
such payment would otherwise be made; and

(iii)           Any election related to a payment to be made at a specified time may not
be made less than 12 months prior to the date of the first scheduledpayment.

Section 8.4 .                                     Valuation .  The amount of each payment shall be equal to the value, of the preceding Valuation Date, of the Participant's Account, divided by the number of installments remaining to be paid.

Section 9 .   Payment of Deferred Compensation After Death.   If a Participant dies prior to complete payment of his or her Accounts, the balance of such Accounts, valued as of the Valuation Date immediately preceding the date payment is made, shall be paid in a single, lump-sum payment to: (i) the beneficiary or contingent beneficiary designated by the Participant on forms supplied by the Nominating and Corporate Governance Committee; or, in the absence of a valid designation of a beneficiary or contingent beneficiary, (ii) the Participant's estate within 30 days after appointment of a legal representative of the deceased Participant.

Section 10 .    Acceleration of Payment in Certain Circumstances .

Section 10.1 .
Acceleration of Payment for Hardship or Unforeeseeable Emergency .  Hardship distributions shall be limited to amounts in a Participant’s Grandfathered Account and distributions for an Unforeseeable Emergency shall be limited to amounts in a Participant’s Non-Grandfathered Account. Upon written approval from the Compensation Committee, a Participant may be permitted to receive all or part of his or her Accounts if the Compensation Committee determines that the Participant has suffered a Hardship or Unforeseeable Emergency.  The amount distributed may not exceed the amount necessary to satisfy the Hardship or Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such Hardship or Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise by liquidation of the Participant’s assets (to the extent liquidation of such assets would not itself cause severe financial hardship.

Section 10.2 .
Payment to Individuals
Any participant in the Eastman Directors Deferred Compensation Plan may at his or her discretion withdraw at any time all or part of that person's Grandfathered Account balance under the Plan; provided, if this option is exercised the individual will forfeit to the Company 10% of his or her account balance, and will not be permitted to participate in this Plan for a period of 36 months from date any payment to a Participant is made under this section.

Section 10.3 .
Accelerated Payment
If under Eastman Directors Deferred Compensation Plan one-half or more of the Participants with a Grandfathered Account or one-fifth or more of the Participants with Grandfathered Accounts totalling one-half or more of the value of all benefits owed, exercise their option for immediate distribution in any consecutive six-month period this will trigger immediate payment to all Participants of all benefits owed under the terms of the Plan from the Grandfathered Accounts, immediate payout under this section will not involve reduction of the amounts paid to Participants as set forth in section 10.2.  Any individual that has been penalized in this six-month period for electing immediate withdrawal will be paid that penalty, and continuing participation will be allowed, if payout to all Participants under this section occurs.  Solely for purposes of this Section 10.3, “benefits” shall refer to amounts held in Grandfathered Accounts under the Plan.

 
Section 10.4 .   Payments to "Insiders" under Exchange Act Section 16 .  A Section 16 Insider may only receive a withdrawal from the Grandfathered Account portion of his or her Stock Account pursuant to this Section 10 if he or she has made no election within the previous six months to effect a fund-switching transfer into the Stock Account or the Eastman Stock Fund of the Eastman Investment and Employee Stock Ownership Plan or any other "opposite way" intra-plan transfer into a Company equity securities fund which constitutes a "Discretionary Transaction" as defined in Rule 16b-3 under the Exchange Act.  If such a distribution occurs while the Participant is employed by the Company or any of its U.S. Subsidiaries, any election to defer compensation for the year in which the Participant receives a withdrawal shall be ineffective as to compensation earned for the pay period following the pay period during which the withdrawal is made and thereafter for the remainder of such year and shall be ineffective as to any other compensation elected to be deferred for such year.

Section 11 .                                 Participant's Rights Unsecured . The benefits payable under this Plan shall be paid by the Company each year out of its general assets. To the extent a Participant acquires the right to receive a payment under this Plan, such right shall be no greater than that of an unsecured general creditor of the Company. No amount payable under this Plan may be assigned, transferred, encumbered or subject to any legal process for the payment of any claim against a Participant. No Participant shall have the right to exercise any of the rights or privileges of a shareowner with respect to units credited to his or her Stock Account.

Section 12 .                                 No Right to Continued Service .  Participation in the Plan shall not give any Participant any right to remain a member of the Board.

Section 13 .                                 Statement of Account .  Statements will be made available no less frequently than annually to each Participant or his or her estate showing the value of the Participant's Accounts.

Section 14 .                                 Deductions . The Company will withhold to the extent required by law all applicable income and other taxes from amounts deferred or paid under the Plan.

Section 15 .                                 Administration .

Section 15.1 .                                     Responsibility .  Except as expressly provided otherwise herein, the Nominating and Corporate Governance Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms.

Section 15.2 .                                     Authority of the Nominating and Corporate Governance Committee .  The Nominating and Corporate Governance Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan. Without limiting the generality of the preceding sentence, the Nominating and Corporate Governance Committee shall have the exclusive right: to interpret the Plan, to determine eligibility for participation in the Plan, to decide all questions concerning eligibility for and the amount of benefits payable under the Plan, to construe any ambiguous provision of the Plan, to correct any default, to supply any omission, to reconcile any inconsistency, and to decide any and all questions arising in the administration, interpretation, and application of the Plan.

Section 15.3 .                                     Discretionary Authority .  The Nominating and Corporate Governance Committee shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the Plan including, without limitation, its construction of the terms of the Plan and its determination of eligibility for participation and benefits under the Plan. It is the intent that the decisions of the Nominating and Corporate Governance Committee and its action with respect to the Plan shall be final and binding upon all persons having or claiming to have any right or interest in or under the Plan and that no such decision or action shall be modified upon judicial review unless such decision or action is proven to be arbitrary or capricious.

Section 15.4 .                                     Delegation of Authority .  The Nominating and Corporate Governance Committee may delegate some or all of its authority under the Plan to any person or persons provided that any such delegation be in writing.

Section 15.5 .                                     Restriction on Authority of the Nominating and Corporate Governance Committee .  Under any circumstances where the Nominating and Corporate Governance Committee is authorized to make a discretionary decision concerning a payment of any type under this Plan to a member of such Committee, the member of the Committee who is to receive such payment shall take no part in the deliberations or have any voting or other power with respect to such decision.

Section 16 .                                 Amendment .  The Board may suspend or terminate the Plan at any time. Notwithstanding the foregoing, termination with respect to the portion of the Plan that includes the Non-Grandfathered Accounts must comply with the requirements of Treas. Reg. Section 1.409A-3(j)(4)(ix).  In addition, the Board may, from time to time, amend the Plan in any manner without shareowner approval; provided, however, that the Board may condition any amendment on the approval of shareowners if such approval is necessary or advisable with respect to tax, securities, or other applicable laws. No amendment, modification, or termination shall, without the consent of a Participant, adversely affect such Participant's accruals in his or her Accounts as of the date of such amendment, modification, or termination.

Section 17 .                                 Change in Control .

Section 17.1 .                                 Background .  The terms of this Section 17 shall immediately become operative, without further action or consent by any person or entity, upon a Change in Control, and once operative shall supersede and control over any other provisions of this Plan.

Section 17.2 .
Acceleration of Payment Upon Change in Control .  Upon the occurrence of a Change in Control, each Participant, whether or not he or she is still a Director, shall be paid in a single, lump-sum cash payment the balance of his or her Accounts as of the Valuation Date immediately preceding the date payment is made. Such payment shall be made as soon as practicable, but in no event later than 90 days after the date of the Change in Control.

Section 17.3 .
Amendment On or After Change in Control . On or after a Change in Control, no action, including, but not by way of limitation, the amendment, suspension or termination of the Plan, shall be taken which would affect the rights of any Participant or the operation of this Plan with respect to the balance in the Participant's Accounts.

Section 17.4 .                                 Attorney Fees .                                The Corporation shall pay all reasonable legal fees and related expenses incurred by a participant in seeking to obtain or enforce any payment, benefit or right such participant may be entitled to under the plan after a Change in Control; provided, however, the Participant shall be required to repay any such amounts to the Corporation to the extent a court of competent jurisdiction issues a final and non-appealable order setting forth the determination that the position taken by the participant was frivolous or advanced in bad faith.  For purposes of this Section 17.43, the legal fees and related expenses must be incurred by the Participant within 5 years of the date the Change in Control occurs.  All reimbursements must be paid to the Participant by the Corporation no later than the end of the tax year following the tax year in which the expense is incurred.

Section 18 .                                 Governing Law .  The Plan shall be construed, governed and enforced in accordance with the law of Tennessee, except as such laws are preempted by applicable federal law.

Section 19 .                                 Successors and Assigns .  This Plan shall be binding upon the successors and assigns of the parties hereto.

Section 20 .                                 Compliance with SEC Regulations .  It is the Company's intent that the Plan comply in all respects with Rule 16b-3 of the Exchange Act, and any regulations promulgated thereunder. If any provision of the Plan is found not to be in compliance with such rule, the provision shall be deemed null and void. All transactions under the Plan, including, but not by way of limitation, a Participant's election to defer compensation under Section 7 and  withdrawals in the event of Hardship or Unforeseeable Emergency under Section 10, shall be executed in accordance with the requirements of Section 16 of the Exchange Act, as amended and any regulations promulgated thereunder. To the extent that any of the provisions contained herein do not conform with Rule 16b-3 of the Exchange Act or any amendments thereto or any successor regulation, then the Nominating and Corporate Governance Committee may make such modifications so as to conform the Plan to the Rule's requirements.




 








AMENDED AND RESTATED
EASTMAN EXCESS RETIREMENT INCOME PLAN
Amended and Restated Effective January 1, 2008

1


EASTMAN EXCESS RETIREMENT INCOME PLAN
Amended and Restated Effective January 1, 2008


TABLE OF CONTENTS




ARTICLE ONE
Purpose of Plan
3
ARTICLE TWO
Definitions
3
ARTICLE THREE
Eligibility
4
ARTICLE FOUR
Benefits
4
ARTICLE FIVE
Administration
5
ARTICLE SIX
Amendment and Termination
6
ARTICLE SEVEN
Miscellaneous
6



2


EASTMAN EXCESS RETIREMENT INCOME PLAN
 
ARTICLE ONE
 
Purpose of Plan

1.1
This Plan implements the intent of providing retirement benefits by means of both a funded and an unfunded plan. This Plan is an excess benefit plan as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974 and is designed to provide retirement benefits payable out of the general assets of the Company where benefits cannot be paid under the Funded Plan because of Code Section 415 and the provisions of the Funded Plan which implement such Section.

The prior Plan was initially adopted effective January l, 1994. This Plan is amended and restated effective January 1, 2002  and subsequently amended and restated again effective as of January 1, 2008  in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.
.

ARTICLE TWO
 
Definitions

 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

 "Company" shall mean Eastman Chemical Company, and any subsidiary and/or affiliated corporation which is a participating employer under the Funded Plan, except where a specific reference is made to a particular corporation.

"Compensation Committee" shall mean the Compensation and Management Development Committee of the Board of Directors of the Company.

"Effective Date" shall mean January 1, 1994.  The Effective Date of this amended and restated Plan document is January 1, 2008.

 "Employee" or "Participant" shall mean a participant in the Funded Plan.

“Five-Payment Lump Sum” shall mean the automatic form of payment for a Participant’s benefit under the Plan.  For purposes of calculating the Present Value of the Participant’s benefit under this Plan on the date of his Termination of Employment the Participant’s benefit shall be converted on an actuarially equivalent basis (calculated using the actuarial assumptions and methodologies that would be used by the Funded Plan) to five equal annual installments commencing on the first day of the seventh month following the Participant’s Termination of Employment date and payable on each of the four anniversaries thereafter.

"Funded Plan" shall mean the Eastman Retirement Assistance Plan.

"Plan" shall mean this Eastman Excess Retirement Income Plan.

"Present Value" shall mean the actuarial present value of the Participant's benefit under this Plan.  Present Value for purposes of this Plan shall be calculated using the actuarial assumptions and methodologies that would be used by the Funded Plan to determine a single lump sum payment on the date of the Participant's Termination of Employment.

“Termination of Employment” means a separation from service under Code Section 409A and the Final 409A Regulations.

3


ARTICLE THREE
 
Eligibility

3.1
All Employees eligible to receive a benefit from the Funded Plan shall be eligible to receive a benefit under this Plan if their benefit cannot be fully provided by the Funded Plan due to the benefit limitations imposed by Code Section 415.  Employees who are not eligible to participate in the Funded Plan are not eligible to participate in this Plan.
 
ARTICLE FOUR
 
Benefits

4.1
Benefits due under this Plan shall be paid (i) as soon as practicable, but no later than the first day of the second month following the Participant’s death, or (ii)  on the first day of the seventh month following the date of the Participant’s Termination of Employment. Benefits due under the Plan shall be paid in the form of a Five-Payment Lump Sum unless the Participant has made the election described in Section 4.2 of this Plan  If the Employee is deceased, the person who shall receive payment under this Plan (if any), shall be the same person who would be entitled to receive survivor benefits with respect to the Employee under the Funded Plan.   Benefits will be paid to the Participant’s beneficiary under the Funded Plan in the form of a Five-Payment Lump Sum unless the Participant made the election described in Section 4.2 of this Plan prior to his death.

4.2
Special One-Time Election.

(a)
During the period beginning November 12, 2007 and ending December 7, 2007 (the “Election
Period”) each  Participant who is eligible to participate in the Eastman Executive Deferred
Compensation Plan (“EDCP”) as of November 1, 2007 shall have the
opportunity to elect, in the manner provided by the Company, to have the Present Value of his benefit under this Plan, if any, transferred to the EDCP on the date of his Termination of Employment (the “Transferred Benefit”).  In order for such election to be effective:

(i)
The Participant shall also be required to elect the form of payment applicable to his
Transferred Benefit from the payment options available under the EDCP as of January 1,
2007; and
 
(ii)
The Participant must acknowledge and agree that the election described in paragraph (a)
is irrevocable.
 
 
The election described above will not be available to any Participant whose benefitcommencement date under the Funded Plan is in 2007 or whose Termination of Employment fromthe Company occurs in 2007.
 
(b)
In the event that a Participant fails to elect the form of payment applicable to his Transferred
Benefit from the payment options available under the EDCP as of January 1, 2007, the
Participant’s benefit shall be paid to him in accordance with Section 4.1 of this Plan.
 
 
(c)
Payment from the EDCP of the Participant’s Transferred Benefit shall begin on the first day of the
7 th  month following the date of the Participant’s Termination of Employment or as soon as
practicable, but no later than, the first day of the second month following the Participant’s death..
 

4

 
 
(d)
If the Participant makes such a timely election, then upon his Termination of Employment, neither the Participant nor his beneficiaries shall have any further right to benefits of any kind under this Plan, and the payment of such benefits shall be governed solely by the EDCP.

(e)           The election described in paragraph (a) will not be available to any Participant who is not eligibleto participate in the EDCP on November 1, 2007 according to records maintained by theCompany.
 

4.3
The benefit payable under this Plan shall be the amount of the retirement income benefit to which an Employee would otherwise be entitled under the Funded Plan, if the provisions of Code Section 415, as expressed in the Funded Plan, were disregarded; less the retirement income benefit to which the Employee is entitled under the Funded Plan.

The "retirement income benefit to which the Participant is entitled under the Funded Plan" generally means the benefits actually payable to the Participant under the Funded Plan; provided, however, that where the benefits actually payable to the Participant under the Funded Plan are reduced on account of a payment of all or a portion of the Participant’s benefits to a third party on behalf of or with respect to an Employee (pursuant, for example, to a qualified domestic relations order), the "retirement income benefit to which the Participant is entitled under the Funded Plan" shall be deemed to mean the benefit that would have been actually payable but for such payment to a third party.


4.4
If an Employee's benefit from the Funded Plan is subject to an actuarial reduction because of the time when payment commences, his benefit from this Plan shall be actuarially reduced on the same basis.


4.5
If the Present Value of the Participant’s benefit under this Plan on the date of his Termination of Employment is $5,000 or less, the Participant’s benefit shall be automatically paid to him in a single lump sum on the first day of the 7 th month following the date of his Termination of Employment.



4.6
The benefits payable under this Plan shall be paid by the Company out of its general assets. To the extent an Employee acquires the right to receive a payment under this Plan, such right shall be no greater than that of an unsecured general creditor of the Company. No amount payable under this Plan may be assigned, transferred, encumbered or subject to any legal process for the payment of any claim against an Employee.
 
ARTICLE FIVE
 
Administration

5.1
Responsibility .  Except as expressly provided otherwise herein, the Senior Vice President, Human Resources, Communications, and Public Affairs shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms.

5.2
Authority of Senior Vice President, Human Resources, Communications, and Public Affairs . The Senior Vice President, Human Resources Communications, and Public Affairs shall have all the authority that may be necessary or helpful to enable him to discharge his responsibilities with respect to the Plan.. Without limiting the generality of the preceding sentence, such Senior Vice President, Human Resources, Communications, and Public Affairs shall have the exclusive right: to interpret the Plan, to determine eligibility for participation in the Plan, to answer all question concerning eligibility for and the

5


amount of benefits payable under the Plan, to construe any ambiguous provision of the Plan, to correct any default, to supply any omission, to reconcile any inconsistency, and to answer any and all questions arising in the administration, interpretation, and application of the Plan. However, see Section 5.5.

5.3
Discretionary Authority . The Senior Vice President, Human Resources, Communications, and Public Affairs shall have full discretionary authority in all matters related to the discharge of his responsibilities and the exercise of his authority under the Plan including, without limitation, his construction of the terms of the Plan and his determination of eligibility for participation and benefits under the Plan. It is the intent of Plan that the decisions of such Senior Vice President, Human Resources, Communications, and Public Affairs and his action with respect to the Plan shall be final and binding upon all persons having or claiming to have any right or interest in or under the Plan and that no such decision or action shall be modified upon judicial review unless such decision or action is proven to be arbitrary or capricious. Notwithstanding anything to the contrary in this Article Five, the Senior Vice President, Human Resources, Communications, and Public Affairs shall not have the authority to make any decision or resolve any issue that directly affects his own participation or benefits under this Plan, and instead such decision or resolution shall be reserved to the Compensation Committee.

5.4
Delegation of Authority . The Senior Vice President, Human Resources Communications, and Public Affairs   may delegate some or all of his authority under the Plan to any person or persons provided that any such delegation be in writing.

5.5
Authority of Compensation Committee .   Under Section 4.1 of this Plan, decisions concerning payment of benefits to executive officers shall be made by the Compensation Committee of the Board of Directors, and to that extent the provisions of 5.1 through 5.4 above shall be deemed to apply to such Committee.
 
ARTICLE SIX
 
Amendment and Termination

6.1
While the Company intends to maintain this Plan in conjunction with the Funded Plan under present business conditions, the Company, acting through the Compensation Committee, reserves the right to amend and/or terminate it at any time for whatever reasons it may deem advisable.  Notwithstanding the foregoing, termination of this Plan must comply with the requirements of Treas. Reg. Section 1.409A-3(j)(4)(ix).

6.2
Notwithstanding the preceding Section, however, the Company hereby makes a contractual commitment to pay the benefits accrued under this Plan as of the date of such amendment or termination to the extent it is financially capable of meeting such obligation.
 
ARTICLE SEVEN
 
Miscellaneous

7.1
Nothing contained in this Plan shall be construed as a contract of employment between the Company and an Employee, or as a right of an Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Employees, with or without cause.

7.2
This Plan shall be governed by the laws of the State of Tennessee, except to the extent preempted by federal law.

7.3           This Plan shall be binding upon the successors and assigns of the parties hereto.

7.4
The Company will withhold to the extent required by law all applicable income and other taxes from amounts accrued or paid under the Plan.

6
 

















AMENDED AND RESTATED
EASTMAN UNFUNDED RETIREMENT INCOME PLAN
Amended and Restated Effective January 1, 2008





EASTMAN UNFUNDED RETIREMENT INCOME PLAN
Amended and Restated Effective January 1, 2008


TABLE OF CONTENTS

ARTICLE ONE   [INSERT PAGE NUMBER]
Purpose of Plan   [INSERT PAGE NUMBER]
ARTICLE TWO   [INSERT PAGE NUMBER]
Definitions   [INSERT PAGE NUMBER]
ARTICLE THREE   [INSERT PAGE NUMBER]
Eligibility   [INSERT PAGE NUMBER]
ARTICLE FOUR   [INSERT PAGE NUMBER]
Benefits   [INSERT PAGE NUMBER]
ARTICLE FIVE   [INSERT PAGE NUMBER]
Administration   [INSERT PAGE NUMBER]
ARTICLE SIX   [INSERT PAGE NUMBER]
Amendment and Termination   [INSERT PAGE NUMBER]
ARTICLE SEVEN   [INSERT PAGE NUMBER]
Miscellaneous   [INSERT PAGE NUMBER]




EASTMAN UNFUNDED RETIREMENT INCOME PLAN

 
ARTICLE ONE
 
 
Purpose of Plan
 

1.1
This Plan implements the intent of providing retirement benefits by means of both a funded and unfunded plan. This Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as described in Section 201(2) of the Employee Retirement Income Security Act of 1974 and is designed to provide retirement benefits payable out of the general assets of the Company where benefits cannot be paid under the Funded Plan because of Code Section 401(a)(17) or Code Section 415 and the provisions of the Funded Plan which implement such Sections and/or because deferred compensation is ignored in defining compensation for purposes of calculating benefits under the Funded Plan.

The prior Plan was initially adopted effective January 1, 1994. This Plan is amended, renamed and restated effective January 1, 2002 and subsequently amended and restated again effective as of January 1, 2008 in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.


 
ARTICLE TWO
 
 
Definitions
 

 
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

"Company" shall mean Eastman Chemical Company, and any subsidiary and/or affiliated corporation which is a participating employer under the Funded Plan, except where a specific reference is made to a particular corporation.

"Compensation Committee" shall mean the Compensation and Management Development Committee of the Board of Directors of the Company.

"Effective Date" shall mean January 1, 1994.  The Effective Date of this amended and restated Plan document is January 1, 2008.

"Employee" or "Participant" shall mean a participant in the Funded Plan.

“Five-Payment Lump Sum” shall mean the automatic form of payment for a Participant’s benefit under the Plan.  For purposes of calculating the Present Value of the Participant’s benefit under this Plan on the date of his Termination of Employment the Participant’s benefit shall be converted on an actuarially equivalent basis (calculated using the actuarial assumptions and methodologies that would be used by the Funded Plan) to five equal annual installments commencing on the first day of the seventh month following the Participant’s Termination of Employment date and payable on each of the four anniversaries thereafter.

"Funded Plan" shall mean the Eastman Retirement Assistance Plan.

"Plan" shall mean this Eastman Unfunded Retirement Income Plan.

"Present Value" shall mean the actuarial present-value of the Participant's benefit under this Plan. Present Value for purposes of this Plan shall be calculated using the actuarial assumptions and methodologies that



would be used by the Funded Plan to determine a single lump sum payment on the date of the Participant's Termination of Employment.

 “Termination of Employment” means a separation from service under Code Section 409A and the Final 409A Regulations.



 
ARTICLE THREE
 
 
Eligibility
 

3.1
All Employees eligible to receive a benefit from the Funded Plan shall be eligible to receive a benefit under this Plan if they have deferred any portion of their compensation otherwise payable by the Company pursuant to a duly authorized and executed deferred compensation agreement or plan and/or their benefit cannot be fully provided by the Funded Plan due to the benefit limitations imposed by Code Section 401(a)(17) or Code Section 415.   Employees who are not eligible to participate in the Funded Plan are not eligible to participate in this Plan.



 
ARTICLE FOUR
 
 
Benefits
 

4.1
Benefits due under this Plan shall be paid (i) as soon as practicable, but no later than the first day of the second month following the Participant’s death, or (ii) on the first day of the seventh month following the date of the Participant’s Termination of Employment.  Benefits due under the Plan shall be paid in the form of a Five-Payment Lump Sum unless the Participant has made the election described in Section 4.2 of this Plan,  If the Employee is deceased, the person who shall receive payment under this Plan (if any), shall be the same person who would be entitled to receive survivor benefits with respect to the Employee under the Funded Plan.  Benefits will be paid to the Participant’s beneficiary under the Funded Plan in the form of a Five-Payment Lump Sum unless the Participant made the election described in Section 4.2 of the Plan prior to his death.

4.2
Special One-Time Election.

(a)
During the period beginning November 13, 2007 and ending December 7, 2007 (the “Election
Period”) each Participant who is eligible to participate in the Eastman Executive Deferred
Compensation Plan (“EDCP”) as of November 1, 2007 shall have the
opportunity to elect, in the manner provided by the Company, to have the Present Value of his benefit under this Plan, if any, transferred to the EDCP on the date of his Termination of Employment (the “Transferred Benefit”).  In order for such election to be effective:


(i)
The Participant shall also be required to elect the form of payment applicable to his
Transferred Benefit from the payment options available under the EDCP as of January 1,
2007; and
 
(ii)
The Participant must acknowledge and agree that the election described in paragraph (a)
is irrevocable.
 



 
The election described above will not be available to any Participant whose benefitcommencement date under the Funded Plan is in 2007 or whose Termination of Employment fromthe Company occurs in 2007.
 
(b)
In the event that a Participant fails to elect the form of payment applicable to his Transferred
Benefit from the payment options available under the EDCP as of January 1, 2007, the
Participant’s benefit shall be paid to him in accordance with Section 4.1 of this Plan.
 
 
(c)
Payment from the EDCP of the Participant’s Transferred Benefit shall begin on the first day of the
7 th month following the date of the Participant’s Termination of Employment or as soon as
practicable, but no later than, the first day of the second month following the Participant’s death..
 
 
(d)
If the Participant makes such a timely election, then upon his Termination of Employment, neither the Participant nor his beneficiaries shall have any further right to benefits of any kind under this Plan, and the payment of such benefits shall be governed solely by the EDCP.

(e)           The election described in paragraph (a) will not be available to any Participant who is not eligibleto participate in the EDCP on November 1, 2007 according to records maintained by theCompany.
 


4.3
The benefit payable under this Plan shall be the amount of the retirement income benefit to which an Employee would otherwise be entitled under the Funded Plan,

 
(i)
if deferred compensation were included in the Funded Plan's definitions of "Participating Compensation" and "Retirement Annual Salary Rate", at the time of deferral; and

 
(ii)
if the provisions of Sections 415 and 401(x)(17) of the Code, as expressed in the Funded Plan, were disregarded;

 
less the combined amounts of the retirement income benefit to which the Employee is entitled under the Funded Plan and the retirement income benefit to which such Employee is entitled under the Eastman Excess Retirement Income Plan.  


The "retirement income benefit to which the Participant is entitled under the Funded Plan generally means the benefits actually payable to the Participant under the Funded Plan; provided, however, that where the benefits actually payable to the Participant under the Funded Plan are reduced on account of a payment of all or a portion of the Participant’s benefits to a third party on behalf of or with respect to an Employee (pursuant, for example, to a qualified domestic relations order), the "retirement income benefit to which the Participant is entitled under the Funded Plan" shall be deemed to mean the benefit that would have been actually payable but for such payment to a third party.

4.4
If an Employee's benefit from the Funded Plan is subject to an actuarial reduction because of the time when payment commences, his benefit from this Plan shall be actuarially reduced on the same basis.

4.5.
If the Present Value of the Participant’s benefit under this Plan on the date of his Termination of Employment is $5,000 or less, the Participant’s benefit shall be automatically paid to him in a single lump sum on the first day of the 7 th month following the date of his Termination of Employment.


4.6
The benefits payable under this Plan shall be paid by the Company out of its general assets. To the extent an Employee acquires the right to receive a payment under this Plan, such right shall be no greater than that of an unsecured general creditor of the Company. No amount payable under this Plan may be



assigned, transferred, encumbered or subject to any legal process for the payment of any claim against an Employee.


 
ARTICLE FIVE
 
 
Administration
 

5.1
Responsibility . Except as expressly provided otherwise herein, the Senior Vice President, Human Resources, Communications and Public Affairs shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms.

5.2
Authority of Senior Vice President, Human Resources, Communications, and Public Affairs .  The   Senior Vice President, Human Resources, Communications and Public Affairs shall have all the authority that may be necessary or helpful to enable him to discharge his responsibilities with respect to the Plan.  Without limiting the generality of the preceding sentence, such Vice President shall have the exclusive right: to interpret the Plan, to determine eligibility for participation in the Plan, to answer all question concerning eligibility for and the amount of benefits payable under the Plan, to construe any ambiguous provision of the Plan, to correct any default, to supply any omission, to reconcile any inconsistency, and to answer any and all questions arising in the administration, interpretation, and application of the Plan. However, see Section 5.5.

5.3
Discretionary Authority . The Senior Vice President, Human Resources, Communications and Public Affairs shall have full discretionary authority in all matters related to the discharge of his responsibilities and the exercise of his authority under the Plan including, without limitation, his construction of the terms of the Plan and his determination of eligibility for participation and benefits under the Plan. It is the intent of Plan that the decisions of such Senior Vice President, Human Resources, Communications, and Public Affairs and his action with respect to the Plan shall be final and binding upon all persons having or claiming to have any right or interest in or under the Plan and that no such decision or action shall be modified upon judicial review unless such decision or action is proven to be arbitrary or capricious. Notwithstanding anything to the contrary in this Article Five, the Senior Vice President, Human Resources, Communications, and Public Affairs shall not have the authority to make any decision or resolve any issue that directly affects his own participation or benefits under this Plan, and instead such decision or resolution shall be reserved to the Compensation Committee.

5.4
Delegation of Authority . The Senior Vice President, Human Resources, Communications and Public Affairs may delegate some or all of his authority under the Plan to any person or persons provided that any such delegation be in writing.

5.5
Authority Compensation Committee . Under Section 4.1 of this Plan, decisions concerning payment of benefits to executive officers shall be made by the Compensation Committee of the Board of Directors, and to that extent the provisions of 5.1 through 5.4 above shall be deemed to apply to such Committee.




 
ARTICLE SIX
 
 
Amendment and Termination
 

6.1
While the Company intends to maintain this Plan in conjunction with the Funded Plan under present business conditions, the Company, acting through the Compensation Committee, reserves the right to amend and/or terminate it at any time for whatever reasons it may deem advisable.  Notwithstanding the foregoing, termination of this Plan must comply with the requirements of Treas. Reg. Section 1.409A-3(j)(4)(ix).


6.2
Notwithstanding the preceding Section, however, the Company hereby makes a contractual commitment to pay the benefits accrued under this Plan as of the date of such amendment or termination to the extent it is financially capable of meeting such obligation.


 
ARTICLE SEVEN
 
 
Miscellaneous
 

7.1
Nothing contained in this Plan shall be construed as a contract of employment between the Company and an Employee, or as a right of an Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Employees, with or without cause.

7.2
This Plan shall be governed by the laws of the State of Tennessee, except to the extent preempted by federal law.

7.3           This Plan shall be binding upon the successors and assigns of the parties hereto.

7.4
The Company will withhold to the extent required by law all applicable income and other taxes from amounts accrued or paid under the Plan.





 
 
  AWARD NOTICE

NOTICE OF NONQUALIFIED STOCK OPTION
GRANTED PURSUANT TO THE
EASTMAN CHEMICAL COMPANY
2007 OMNIBUS LONG-TERM COMPENSATION PLAN


Grantee:

Number of Shares:

Option Price:  $____

Date of Grant:  October 30, 2007

1.            Grant of Option .  This Award Notice serves to notify you that the Compensation and Management Development Committee (the “Committee”) of the Board of Directors of Eastman Chemical Company ("Company") has granted to you, under the Company’s 2007 Omnibus Long-Term Compensation Plan (the "Plan"), a nonqualified stock option ("Option") to purchase, on the terms and conditions set forth in this Award Notice and the Plan, up to the number of shares of its $.01 par value Common Stock ("Common Stock") set forth above, at a price equal to $____ per share. The Plan is incorporated herein by reference and made a part of this Award Notice.  Capitalized terms not defined herein have the respective meanings set forth in the Plan.  The principal terms of the Plan, and of the offer by the Company of the shares of Common Stock covered by the Option, are described in the Prospectus for the Plan, which Prospectus will be delivered to you by the Company.

2.            Period of Option and Limitations on Right to Exercise .  Subject to earlier cancellation of all or a portion of the Option as described in Sections 6 and 7 of this Award Notice, the Option will expire at 4:00 p.m., Eastern Standard Time, on October 29, 2017 ("Expiration Date").

3.            Exercise of Option .

(a)           Subject to the terms set forth in this Award Notice, the Option will become exercisable as to one-third of the shares covered hereby on October 30, 2008, and one-third of the shares covered hereby on October 30, 2009, and as to the remaining shares on October 30, 2010.

(b)           Upon your death, your personal representative may exercise the Option, subject to the terms set forth in Section 6 of this Award Notice.

(c)           The Option may be exercised in whole or in part.  The exercise generally must be accompanied by, or make provision for, full payment in cash; by check; by a broker-assisted cashless method; or by surrendering unrestricted shares of Common Stock having a value on the date of exercise equal to the exercise price, or in any combination of the foregoing; however, if you wish to pay with shares of Common Stock already held by you, you may submit an Affidavit of Ownership form attesting to the ownership of the shares instead of sending in actual share certificates.

4.            Nontransferability .  The Option is not transferable except by will or by the laws of descent and distribution, and may not be sold, assigned, pledged or encumbered in any way, whether by operation of law or otherwise.  The Option may be granted only to, and exercised only by you during your lifetime, except in the case of a permanent disability involving mental incapacity.

5.            Limitation of Rights .  You will not have any rights as a stockholder with respect to the shares covered by the Option until you become the holder of record of such shares by exercising the Option.  Neither the Plan, the granting of the Option, nor this Award Notice gives you any right to remain employed by the Company or its Subsidiaries.

6.          Termination .  Upon termination of your employment with the Company and its Subsidiaries ("termination") by reason of death, disability, or retirement, the Option will remain exercisable for the lesser of: 1) five (5) years following your date of termination, or, 2) the Expiration Date.  Upon termination due to resignation, the Option will remain exercisable for the lesser of: 1) ninety (90) days following your date of termination, or, 2) the Expiration Date. Upon termination for cause, any portion of the Option not previously exercised by you will be canceled and forfeited by you, without payment of any consideration by the Company.  Upon termination for a reason other than those described in this Section (e.g., reduction in force, divestiture, special separation, termination by mutual consent), the Option will remain exercisable until the Expiration Date, unless the Committee (for executive officers) or the executive officer responsible for Human Resources (for non-executive employees)  determines that any portion of the Option will not remain exercisable, or that the Option will be exercisable for a period less than until the Expiration Date.

7.            Noncompetition; Confidentiality .  You will not, without the written consent of the Company, either during your employment by the Company or thereafter, disclose to anyone or make use of any confidential information which you have acquired during your employment relating to any of the business of the Company, except as such disclosure or use may be required in connection with your work as an employee of the Company.  During your employment by the Company, and for a period of two years after the termination of such employment, you will not, either as principal, agent, consultant, employee or otherwise, engage in any work or other activity in competition with the Company in the field or fields in which you have worked for the Company.  The agreement in this Section 7 applies separately in the United States and in other countries but only to the extent that its application shall be reasonably necessary for the protection of the Company.  You will forfeit all rights under this Award Notice to or related to the Option if, in the determination of the Committee (in the case of executive officers) or of the  executive officer responsible for Human Resources (in the case of non-executive employees), you have violated any of the provisions of this Section 7, and in that event any payment or other action with respect to the Option shall be made or taken, if at all, in the sole discretion of the Committee or the executive officer responsible for Human Resources.   

8.            Restrictions on Issuance of Shares .  If at any time the Company determines that listing, registration, or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

9.            Change in Ownership; Change in Control .  Article 14 of the Plan contain certain special provisions that will apply to the Option in the event of a Change in Ownership or Change in Control, respectively.

10.            Adjustment of   Option Terms .  The adjustment provisions of Article 15 of the Plan will control in the event of a nonreciprocal transaction between the company and its stockholders that causes the per-share value of the Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend) or upon the occurrence of or in anticipation of any other corporate event or transaction involving the Company (including, without limitation, any merger, combination, or exchange of shares).

11.            Plan Controls .  In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the provisions of the Plan will be controlling and determinative.




  AWARD NOTICE

NOTICE OF NONQUALIFIED STOCK OPTION
GRANTED PURSUANT TO THE
EASTMAN CHEMICAL COMPANY
2007 OMNIBUS LONG-TERM COMPENSATION PLAN


Grantee:  Mark J. Costa

Number of Shares:

Option Price:  $____

Date of Grant:  October 30, 2007

1.            Grant of Option .  This Award Notice serves to notify you that the Compensation and Management Development Committee (the “Committee”) of the Board of Directors of Eastman Chemical Company ("Company") has granted to you, under the Company’s 2007 Omnibus Long-Term Compensation Plan (the "Plan"), a nonqualified stock option ("Option") to purchase, on the terms and conditions set forth in this Award Notice and the Plan, up to the number of shares of its $.01 par value Common Stock ("Common Stock") set forth above, at a price equal to $____ per share. The Plan is incorporated herein by reference and made a part of this Award Notice.  Capitalized terms not defined herein have the respective meanings set forth in the Plan.  The principal terms of the Plan, and of the offer by the Company of the shares of Common Stock covered by the Option, are described in the Prospectus for the Plan, which Prospectus will be delivered to you by the Company.

2.            Period of Option and Limitations on Right to Exercise .  Subject to earlier cancellation of all or a portion of the Option as described in Sections 6 and 7 of this Award Notice, the Option will expire at 4:00 p.m., Eastern Standard Time, on October 29, 2017 ("Expiration Date").

3.            Exercise of Option .

(a)           Subject to the terms set forth in this Award Notice, the Option will become exercisable as to one-third of the shares covered hereby on October 30, 2008, and one-third of the shares covered hereby on October 30, 2009, and as to the remaining shares on October 30, 2010.

(b)           Upon your death, your personal representative may exercise the Option, subject to the terms set forth in Section 6 of this Award Notice.

(c)           The Option may be exercised in whole or in part.  The exercise generally must be accompanied by, or make provision for, full payment in cash; by check; by a broker-assisted cashless method; or by surrendering unrestricted shares of Common Stock having a value on the date of exercise equal to the exercise price, or in any combination of the foregoing; however, if you wish to pay with shares of Common Stock already held by you, you may submit an Affidavit of Ownership form attesting to the ownership of the shares instead of sending in actual share certificates.
 
4.            Nontransferability .  The Option is not transferable except by will or by the laws of descent and distribution, and may not be sold, assigned, pledged or encumbered in any way, whether by operation of law or otherwise.  The Option may be granted only to, and exercised only by you during your lifetime, except in the case of a permanent disability involving mental incapacity.

5.            Limitation of Rights .  You will not have any rights as a stockholder with respect to the shares covered by the Option until you become the holder of record of such shares by exercising the Option.  Neither the Plan, the granting of the Option, nor this Award Notice gives you any right to remain employed by the Company or its Subsidiaries.

6.          Termination .  Upon termination of your employment with the Company and its Subsidiaries ("termination") by reason of death, disability, or retirement, the Option will remain exercisable for the lesser of: 1) five (5) years following your date of termination, or, 2) the Expiration Date. Upon termination of your employment with the Company and its Subsidiaries without "Cause" or for "Good Reason" (as such terms are defined in your Employment Agreement dated May 4, 2006), the Option shall immediately vest and remain exercisable for the lesser of: 1) five (5) years following your date of termination, or, 2) the Expiration Date.  Upon termination due to voluntary resignation, the Option will remain exercisable for the lesser of: 1) ninety (90) days following your date of termination, or, 2) the Expiration Date. Upon termination for Cause, any portion of the Option not previously exercised by you will be canceled and forfeited by you, without payment of any consideration by the Company.  Upon termination for a reason other than those described in this Section, the Committee will determine if all or any portion of the Option will remain exercisable and if so, the period of time the Option may be exercised, up to, but not to exceed the Expiration Date.

7.            Noncompetition; Confidentiality .  You will not, without the written consent of the Company, either during your employment by the Company or thereafter, disclose to anyone or make use of any confidential information which you have acquired during your employment relating to any of the business of the Company, except as such disclosure or use may be required in connection with your work as an employee of the Company.  During your employment by the Company, and for a period of two years after the termination of such employment, you will not, either as principal, agent, consultant, employee or otherwise, engage in any work or other activity in competition with the Company in the field or fields in which you have worked for the Company.  The agreement in this Section 7 applies separately in the United States and in other countries but only to the extent that its application shall be reasonably necessary for the protection of the Company.  You will forfeit all rights under this Award Notice to or related to the Option if, in the determination of the Committee (in the case of executive officers) or of the  executive officer responsible for Human Resources (in the case of non-executive employees), you have violated any of the provisions of this Section 7, and in that event any payment or other action with respect to the Option shall be made or taken, if at all, in the sole discretion of the Committee or the executive officer responsible for Human Resources.   

8.            Restrictions on Issuance of Shares .  If at any time the Company determines that listing, registration, or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

9.            Change in Ownership; Change in Control .  Article 14 of the Plan contain certain special provisions that will apply to the Option in the event of a Change in Ownership or Change in Control, respectively.

10.            Adjustment of   Option Terms .  The adjustment provisions of Article 15 of the Plan will control in the event of a nonreciprocal transaction between the company and its stockholders that causes the per-share value of the Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend) or upon the occurrence of or in anticipation of any other corporate event or transaction involving the Company (including, without limitation, any merger, combination, or exchange of shares).

11.            Plan Controls .  In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the provisions of the Plan will be controlling and determinative.


 


EASTMAN CHEMICAL COMPANY
PERFORMANCE SHARE AWARD SUBPLAN
OF THE 2007 OMNIBUS LONG-TERM COMPENSATION PLAN
2 008-2010 PERFORMANCE PERIOD



Section 1.  Background .  Under Article 4 of the Eastman Chemical Company 2007 Omnibus Long-Term Compensation Plan (the "Plan"), the "Committee" (as defined in the Plan), may, among other things, award shares of the $.01 par value common stock ("Common Stock") of Eastman Chemical Company (the "Company") to "Participants" (as defined in the Plan), and such awards may take the form of Performance Awards which are contingent upon the attainment of certain performance objectives during a specified period, and subject to such other terms, conditions, and restrictions as the Committee deems appropriate.  The purpose of this Performance Share Award  Subplan (this "Subplan") is to set forth the terms of the award of performance shares for the 2008-2010 Performance Period specified herein, effective as of January 1, 2008 (the "Effective Date").

Section 2.  Definitions .

(a)
The following definitions shall apply to this Subplan:

(i)  
"Actual Grant Amount" means the number of shares of Common Stock to which a participant is entitled under this Subplan, calculated in accordance with Section 6 of this Subplan.

(ii)  
“Award Amount” means the performance shares awarded to the Participant under this Subplan at the beginning of the Performance Period.

 
(iii)
"Award Payment Date" means the date the Committee approves the payout of Common Stock covered by an award under this Subplan to a Participant.

 
(iv)
"Comparison Group" is the group of companies comprising the “Materials Sector” from Standard and Poor’s Super Composite 1500 Index, identified as Global Industry Classification Standard (“GICS”) 15.

 
(v)
“Cost of Capital” reflects the Company's cost of debt and the cost of equity, expressed as a percentage, reflecting the percentage of interest charged on debt and the percentage of expected return on equity.

 
(vi)
[“Earnings from Continuing Operations” shall be defined as the total sales of the Company minus the costs of all operations of any nature used to produce such sales, including taxes, plus after-tax interest associated with the Company's capital debt.—confirm that this is still the correct definition]

(vii)  
"Maximum Deductible Amount" means the maximum amount deductible by the Company under Section 162(a), taking into consideration the limitations under

(viii)  
Section 162(m), of the Internal Revenue Code of 1986, as amended, or any similar or successor provisions thereto.

(viii)                           “Participation Date” means October 30, 2007.

(ix)            “Performance Period" means January 1, 2008 through December 31, 2010.

 
(x)
“Performance Year” means one of the three calendar years in the Performance Period.

 
(xi)
“Return on Capital” shall mean the return produced by funds invested in the Company and shall be determined as Earnings from Continuing Operations, as defined in Section 2.a.(vi), divided by the Average Capital Employed.  Average Capital Employed shall be derived by adding the Company's capital debt plus equity at the close of the last day of the year preceding the Performance Year, to the Company's capital debt plus equity at the close of the last day of the present Performance Year, with the resulting sum being divided by two.  Capital debt is defined as the sum of borrowing by the Company due within one year and long-term borrowing, as designated on the Company's balance sheet.  The resulting ratio shall be multiplied by One Hundred (100) in order to convert such to a percentage.  Such percentage shall be calculated to the third place after the decimal point (i.e., xx.xxx%), and then rounded to the second place after the decimal point (i.e., xx.xx%).

 
(xii)
"Target Award Range" means, with respect to any eligible Participant, the number of performance shares within the range specified on Exhibit A hereto for the Salary Grade applicable to such Participant.

(xiii)
“TSR” means total stockholder return, as reflected by the sum of (A) change in stock price (measured as the difference between (I) the average of the closing prices of a company’s common stock on the New York Stock Exchange, or of the last sale prices or closing prices of such stock on another national trading exchange, as applicable, in the period beginning on the tenth trading day preceding the beginning of the Performance Period and ending on the tenth trading day of the Performance Period and (II) the average of such closing or last sale prices for such stock in the period beginning on the tenth trading day preceding the end of the Performance Period and ending on the tenth trading day following the end of the Performance Period) plus (B) dividends declared, assuming reinvestment of dividends, and expressed as a percentage return on a stockholder’s hypothetical investment.

(b)
Any capitalized terms used but not otherwise defined in this Subplan shall have the respective meanings set forth in the Plan.

Section 3.  Administration .  This Subplan shall be administered by the Compensation and Management Development Committee of the Board of directors.  The Committee shall have authority to interpret this Subplan, to prescribe rules and regulations relating to this Subplan, and to take any other actions it deems necessary or advisable for the administration of this Subplan, and shall retain all general authority granted to it under Article 4 of the Plan.  At the end of the Performance Period, the Committee shall approve Actual Grant Amounts awarded to participants under this Subplan.

Section 4.  Eligibility .  The Participants who are eligible to participate in this Subplan are those employees who, as of the Participation Date, are at Salary Grade 49 and 105 and above.  Employees who are promoted during the Performance Period to a position that would meet the above criteria, but who do not hold such position as of the Participation Date, are not eligible to participate in this Subplan.

Section 5.  Form of Payout of Awards .  Subject to the terms and conditions of the Plan and this Subplan, earned Awards under this Subplan shall be paid out in the form of unrestricted shares of Common Stock, except for conversions to cash and deferrals under Section 9 of this Subplan, and except that if a participant is entitled to any fraction of a share of Common Stock, as a result of Section 10 of this Subplan or otherwise, then in lieu of receiving such fraction of a share, the participant shall be paid a cash amount representing the market value of such fraction of a share at the time of payment.

Section 6.  Size of Awards .

(a)
Target Award Range.   Exhibit A hereto shows by Salary Grade the Target Award Range. The Salary Grade to be used in determining the size of any Award Amount to a participant under this Subplan shall be the Salary Grade applicable to the position held by the participant on the Participation Date. The actual size of the Award Amount to the participant shall be determined based on an assessment by his or her senior management (and, in the case of executive officers, by the Committee) of the participant’s past performance and potential for contributions to the Company’s future long term success.  Based on this assessment, the participant may receive no award, the target award amount, or any amount within the Target Award Range to the nearest 10 performance shares.  Each member of senior management will have a performance share budget, based on the cumulative award targets for their reports, which must be balanced for their organizations.


(b)  
Actual Grant Amount. Subject to the Committee’s authority to adjust the Actual Grant Amount described in Section 12, the Actual Grant Amount awarded to the participant at the end of the Performance Period is determined by applying a multiplier to the participant’s Award Amount.  The multiplier shall be determined by comparing Company performance relative to two measures:

(i)  
The Company's TSR during the Performance Period relative to the TSRs of the companies in the Comparison Group during the Performance Period.   The Company and each company in the Comparison Group shall be ranked by TSR, in descending order, with the company having the highest TSR during the Performance Period being ranked number one.  The Comparison Group shall further be separated into quintiles (first 20%, second 20%, etc.) and the Company's position, in relation to the Comparison Group, shall be expressed as a position in the applicable quintile ranking; and

 
(ii)
The arithmetic average, for each of the Performance Years during the Performance Period, of the Company’s average Return on Capital minus a Return on Capital target. The Return on Capital target will be determined by the Committee.

An award multiplier table is shown in Exhibit B.  The award multiplier is based on the Company’s performance relative to its quintile ranking relative to the Comparison Group, and its average Return on Capital relative to a target during the Performance Period. [The award multipliers range from 3.0 (i.e. 300%), if the Company's TSR is in the top performing quintile (top 20%) of companies in the Comparison Group, and the average Return on Capital minus the target Return on Capital is greater than 10 percentage points, to 0.0 (with no shares of Common Stock being delivered to participants under this Subplan), if the Company does not meet certain levels of performance relative to the two measures.

Section 7.  Composition of Comparison Group .   The Comparison Group is composed of companies relevant for purposes of TSR comparisons under this Subplan.  However, during the Performance Period, a company in the Comparison Group may be dropped from the Comparison Group if a company's common stock ceases to be publicly traded on a national stock exchange or market; or a company is a party to a significant merger, acquisition, or other reorganization. Under these, or similar, circumstances, the company or companies may be removed from the Comparison Group, and may be replaced with another company or companies by Standard & Poor’s, consistent with their established criteria for selection of companies for the Comparison Group.  In any case where the Comparison Group ceases to exist, or is otherwise determined to no longer be appropriate as the basis for a measure under this Subplan, the Committee may designate a replacement Comparison Group. In any such case, the Committee shall have authority to determine the appropriate method of calculating the TSR of such former and/or replacement Comparison Group, whether by complete substitution of the replacement Comparison Group (and disregard of the former Comparison Group) over the entire Performance Period or by pro rata calculations for each Comparison Group or otherwise.


Section 8.  Preconditions to Payout Under Award .

(a)
Continuous Employment .  Except as specified in paragraph (b) below, to remain eligible for payout under an Award under this Subplan, an eligible Employee must remain continuously employed with the Company or a Subsidiary at all times from the Effective Date through the Award Payment Date.

(b)
Death, Disability, Retirement, or Termination for an Approved Reason Before the Award Payment Date.   If a participant's employment with the Company or a Subsidiary is terminated due to death, disability, retirement, or any approved reason as determined by the Committee (in the case of an executive officer) or the executive officer responsible for Human Resources (in the case of non-executive officers)  (including reduction in force, divestiture, special separation, termination by mutual consent) prior to the Award Payment Date, the participant shall receive, subject to the terms and conditions of the Plan and this Subplan, an Award representing a prorated portion of the Actual Grant Amount to which

 
such participant otherwise would be entitled, with the precise amount of such Award to be determined by multiplying the Actual Grant Amount by a fraction, the numerator of which is the number of full calendar months employed in the Performance Period from the Effective Date through and including the effective date of such termination, and the denominator of which is 36 (the total number of months in the Performance Period).

Section 9.  Manner and Timing of Award Payments .

(a)
Timing of Award Payment .  Except for deferrals under Section 9(c) if any Awards are payable under this Subplan, the payment of such Awards to eligible Employees shall be made as soon as is administratively practicable after the end of the Performance Period and final approval by the Committee.

(b)
Tax Withholding .  The Company may withhold or require the grantee to remit a cash amount sufficient to satisfy federal, state, and local taxes (including the participant’s FICA obligation) required by law to be withheld.  Further, either the Company or the grantee may elect to satisfy the withholding requirement by having the Company withhold shares of common stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.

(c)
Deferral of Award in Excess of the Maximum Deductible Amount .  If payment of the Award would, or could in the reasonable estimation of the Committee, result in the participant's receiving compensation in excess of the Maximum Deductible Amount in a given year, then such portion (or all, as applicable) of the Award as would, or could in the reasonable estimation of the Committee, cause such participant to receive compensation from the Company in excess of the Maximum Deductible Amount may, at the sole discretion of the Committee, be converted into the right to receive a cash payment, which shall be deferred until after the participant retires or otherwise terminates employment with the Company and its Subsidiaries, provided that such deferral is compliant with the requirements of Internal Revenue Code Section 409A and Treasury Regulations and guidance thereunder.


(d)
Award Deferral to the EDCP .  In the event that all or any portion of an Award is converted into a right to receive a cash payment pursuant to Section 9(c) except as otherwise provided in this Section with respect to Participants who are subject to Section 16(a) of the 1934 Act  an amount representing the Fair Market Value, as of the date the shares of Common Stock covered by the Award otherwise would be issued to the participant, of the Actual Grant Amount (or the deferred portion thereof) will be credited to the Stock Account of the EDCP, and hypothetically invested in units of Common Stock.   Notwithstanding the foregoing, for each Participant who is subject to Section 16(a) of the 1934 Act. the deferrable amount, when initially credited to the participant's EDCP Account, shall be held in a participant's Interest Account until the next date that dividends are paid on Common Stock, and on such date the deferrable amount that would have been initially credited to the participant's Stock Account but for this sentence shall be transferred, together with allocable interest thereon, to the participant's Stock Account, subject to provisions set

 
forth in the EDCP. Thereafter, such amount shall be treated in the same manner as other investments in the EDCP and shall be subject to the terms and conditions thereof.

Section 10.  No Rights as Stockholder .  No certificates for shares of Common Stock shall be issued under this Subplan nor shall any participant have any rights as a stockholder as a result of participation in this Subplan, until the Actual Grant Amount has been determined and such participant has otherwise become entitled to an Award under the terms of the Plan and this Subplan. In particular, no participant shall have any right to vote or to receive dividends on any shares of Common Stock under this Subplan, until certificates for such shares have been issued as described above; provided, however, that if payment of all or any portion of an Award under this Subplan has been deferred pursuant to Section 9 of this Subplan or otherwise, but such Award otherwise has become payable hereunder, then during the period during which payment is deferred, the deferred Award shall be credited with additional units of Common Stock, and (if applicable) fractions thereof, based on any dividends declared on the Common Stock, in accordance with the terms of the EDCP.

Section 11.  Application of Plan .  The provisions of the Plan shall apply to this Subplan, except to the extent that any such provisions are inconsistent with specific provisions of this Subplan.

Section 12.  Adjustment of Actual Grant Amount .  The Committee may, in its sole discretion, adjust the Actual Grant Amount to reflect overall Company performance and business and financial conditions.

Section 13.  Amendments .  The Committee may, from time to time, amend this Subplan in any manner.
 
 
 
 

EXHIBIT A

Eastman Chemical Company
Performance Share Award Grant Table
2008-2010 Cycle




ON FILE IN GLOBAL COMPENSATIION



EXHIBIT B

Award Multiplier Table

 
Differential from Target Return on Capital
Eastman TSR Relative to Comparison Companies
<-7%
-7% to
 -5%
-4.99 to
  -3%
-2.99 to
  -1%
-0.99 to 0%
.01 to +1%
+1.01 to +3%
+3.01 to +5%
+5.01 to +7%
+7.01 to +10%
>10%
5 th quintile
0
0
0
0
.4
.5
.6
.7
.8
1.1
1.5
4 th quintile
0
0
0
.4
.5
.7
.8
.9
1.1
1.5
2
3 rd quintile
0
0
.4
.5
.8
1
1.2
1.5
1.8
2.1
2.4
2 nd quintile
0
.4
.6
.8
1
1.3
1.6
1.9
2.2
2.5
2.8
1 st quintile
0
.6
.8
1
1.3
1.6
1.9
2.2
2.5
2.8
3




AWARD NOTICE
 

NOTICE OF PERFORMANCE SHARES
GRANTED PURSUANT TO THE
EASTMAN CHEMICAL COMPANY
2007 OMNIBUS LONG-TERM COMPENSATION PLAN

Recipient:

Performance Period: 2008 – 2010

Target Award:

1.          Award of Performance Shares .  This Award Notice serves to notify you that the Compensation and Management Development Committee of the Board of Directors (the “Committee”) of Eastman Chemical Company ("Company") has awarded to you, under the 2008-2010 Performance Share Award Subplan ("Subplan") of the 2007 Omnibus Long-Term Compensation Plan ("Plan"), on the terms and conditions set forth in the Subplan and the Plan, the number of performance shares (the "Performance Shares") of its $.01 par value Common Stock ("Common Stock") specified above.  The Performance Shares are rights to receive Awards in the form of shares of Common Stock, subject to the attainment of specified performance conditions by the Company.  Subject to satisfaction of the minimum performance conditions and the other terms of the Subplan, Awards under the Subplan will ultimately be paid in the form of unrestricted shares of Common Stock.

This Award Notice provides a summary of the terms and conditions of your performance shares, all of which terms and conditions are contained in the Subplan and the Plan.  Capitalized terms not defined herein have the respective meanings set forth in the Subplan and/or the Plan, as applicable.

2.          Performance Conditions .  The performance conditions for the Subplan involve: 1)  a comparison of the total stockholder return (referred to in the Subplan as "TSR," and reflecting both the change in stock price and the amount of dividends declared) of the Company during the period from January 1, 2008 through December 31, 2010 (the "Performance Period"), to the TSRs of the companies in the Comparison Group (the group of companies comprising Standard and Poor’s “Materials Sector”, identified as Global Industry Classification Standard (“GICS”) 15, from Standard and Poor’s Super Composite 1500 Index); and 2) the arithmetic average for each of the Performance Years during the Performance Period, of the Company’s average Return on Capital minus a Return on Capital target.   The specific terms of the performance conditions are summarized in Section 3 of this Award Notice and are detailed in Section 6 of the Subplan.

3.          Number of Performance Shares Awarded .  The number of Performance Shares that you have been awarded is shown above (the "Target Award").  However, the actual number of shares of Common Stock to which you will be entitled under the Subplan (the "Actual Grant Amount") may be more or less than the Target Award, depending upon the quintile ranking of the Company's TSR when ranked among the TSRs of the Comparison Group, and the Company’s average Return on Capital relative to a Return on Capital target for each of the Performance Years during the Performance Period.  The Company’s performance relative to these measures shall determine a multiplier to be applied to the Target Grant Amount.  Multipliers range from 3.0 (i.e. 300%), if the Company’s TSR is ranked in the top performing quintile (top 20%) of companies in the Comparison Group, and the average Return on Capital minus the target Return on Capital is greater than 10 percentage points, to 0.0 (with no shares of Common Stock being delivered to participants under this Subplan), if the Company does not meet certain levels of performance relative to the two measures.  The award multiplier table is shown in Exhibit A.  Subject to the Committee’s authority to adjust the Actual Grant Amount described in Section 12 of this Award Notice, your Actual Grant Amount is determined by applying the multiplier corresponding to the Company’s performance (Exhibit A) to your Target Award.
 
4.          Payment of Award .  If you are entitled to payment of an Award under the Subplan, such payment will be made as soon as administratively practicable after the end of the Performance Period and final approval by the Committee; provided, however, that if payment of the Award could, in the reasonable estimation of the Committee, result in your receiving compensation, in the year of scheduled payment, in excess of the amount deductible by the Company under Section 162(m) of the Internal Revenue Code, then such portion (or all, as applicable) of the Award as could, in the reasonable estimation of the Committee,  create such excess compensation, may, at the sole discretion of the Committee, be converted into the right to receive a cash payment, which will be deferred until after you terminate employment with the Company and its Subsidiaries, provided that such deferral is compliant with the requirements of Internal Revenue Code Section 409A and Treasury Regulations and guidance thereunder, as specified in Section 9 of the Subplan.

If any portion of an Award is converted into a right to receive a cash payment as described above, an amount representing the Fair Market Value of the deferred portion of the Actual Grant Amount will be credited to the Stock Account of the EDCP and hypothetically invested in units of Common Stock.  Thereafter, such amount will be treated in the same manner as other investments in the EDCP, all as specified in Section 9 of the Subplan.

The Company may withhold or require the grantee to remit a cash amount sufficient to satisfy federal, state, and local taxes (including the participant’s FICA obligation) required by law to be withheld.  Further, either the Company or the grantee may elect to satisfy the withholding requirement by having the Company withhold shares of common stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.

5.          Nontransferability .  Unless and until unrestricted shares of Common Stock are delivered or, if applicable, cash is distributed under the EDCP to you in payment of an earned Award of the Performance Shares, the Performance Shares are not transferable except by will or by the laws of descent and distribution, and may not be sold, assigned, pledged or encumbered in any way, whether by operation of law or otherwise.

6.          Limitation of Rights .  You generally will not have any rights as a stockholder with respect to the Performance Shares unless and until certificates for shares of Common Stock have been issued to you.  No such certificates will be issued under the Subplan until the Actual Grant Amount has been determined and you have otherwise become entitled to payment of an Award under the terms of the Plan and the Subplan.  However, if payment of all or any portion of the Award is deferred, but the Award has otherwise become payable, then the deferred Award will be credited with additional shares of Common Stock based on any dividends declared on the Common Stock, in accordance with the terms of the EDCP.  Neither the Plan, the Subplan, the granting of these Performance Shares nor this Award Notice gives you any right to remain employed by the Company and its Subsidiaries.

7.          Termination .  Upon termination of your employment with the Company and its Subsidiaries by reason of death, disability or retirement, or for another approved reason (e.g., reduction in force, divestiture, special separation, termination by mutual consent), as determined by the Committee (in the case of executive officers) or the executive officer responsible for Human Resources (in the case of non-executive employees), you will receive, subject to the terms and conditions of the Plan and the Subplan, an Award representing a prorated portion of the Actual Grant Amount to which you otherwise would be entitled, based on the number of full calendar months from January 1, 2007 through the effective date of such termination.  Upon termination of your employment with the Company and its Subsidiaries for a reason other than death, disability, retirement or another approved reason prior to the date the shares of Common Stock covered by the Award are delivered to you, you will not be eligible or entitled to receive any Award under the Subplan.

8.          Noncompetition; Confidentiality .  You will forfeit all rights with respect to the Performance Shares if you violate the noncompetition and confidentiality provisions contained in Section 20 of the Plan.

9.          Restrictions on Issuance of Shares .  If at any time the Company determines that listing, registration or qualification of the shares covered by an Award upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable prior to the delivery of any certificate for shares of Common Stock subject to the Award, no such certificate may be delivered unless and until such listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

10.          Change in Ownership; Change in Control .  Article 14 of the Plan contain certain special provisions that will apply in the event of a Change in Ownership or Change in Control, respectively.

11.          Adjustment of Terms .  The adjustment provisions Article 15 of the Plan will control in the event of a nonreciprocal transaction between the company and its stockholders that causes the per-share value of the Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend) or upon the occurrence of in anticipation of any other corporate event or transaction involving the Company (including, without limitation, any merger, combination, or exchange of shares).

12.          Adjustment of Actual Grant Amount .  The Committee may, in its sole discretion, adjust the Actual Grant Amount to reflect overall Company performance and business and financial conditions.

13.          Plan and Subplan Control .  In the event of any conflict between the provisions of the Plan or the Subplan and the provisions of this Award Notice, the provisions of the Plan or the Subplan, as applicable, will be controlling and determinative.




AWARD NOTICE
 

NOTICE OF PERFORMANCE SHARES
GRANTED PURSUANT TO THE
EASTMAN CHEMICAL COMPANY
2007 OMNIBUS LONG-TERM COMPENSATION PLAN

Recipient:   Mark J. Costa

Performance Period: 2008 – 2010

Target Award:

1.          Award of Performance Shares .  This Award Notice serves to notify you that the Compensation and Management Development Committee of the Board of Directors (the “Committee”) of Eastman Chemical Company ("Company") has awarded to you, under the 2008-2010 Performance Share Award Subplan ("Subplan") of the 2007 Omnibus Long-Term Compensation Plan ("Plan"), on the terms and conditions set forth in the Subplan and the Plan, the number of performance shares (the "Performance Shares") of its $.01 par value Common Stock ("Common Stock") specified above.  The Performance Shares are rights to receive Awards in the form of shares of Common Stock, subject to the attainment of specified performance conditions by the Company.  Subject to satisfaction of the minimum performance conditions and the other terms of the Subplan, Awards under the Subplan will ultimately be paid in the form of unrestricted shares of Common Stock.

This Award Notice provides a summary of the terms and conditions of your performance shares, all of which terms and conditions are contained in the Subplan and the Plan.  Capitalized terms not defined herein have the respective meanings set forth in the Subplan and/or the Plan, as applicable.

2.          Performance Conditions .  The performance conditions for the Subplan involve: 1)  a comparison of the total stockholder return (referred to in the Subplan as "TSR," and reflecting both the change in stock price and the amount of dividends declared) of the Company during the period from January 1, 2008 through December 31, 2010 (the "Performance Period"), to the TSRs of the companies in the Comparison Group (the group of companies comprising Standard and Poor’s “Materials Sector”, identified as Global Industry Classification Standard (“GICS”) 15, from Standard and Poor’s Super Composite 1500 Index); and 2) the arithmetic average for each of the Performance Years during the Performance Period, of the Company’s average Return on Capital minus a Return on Capital target.   The specific terms of the performance conditions are summarized in Section 3 of this Award Notice and are detailed in Section 6 of the Subplan.

3.          Number of Performance Shares Awarded .  The number of Performance Shares that you have been awarded is shown above (the "Target Award").  However, the actual number of shares of Common Stock to which you will be entitled under the Subplan (the "Actual Grant Amount") may be more or less than the Target Award, depending upon the quintile ranking of the Company's TSR when ranked among the TSRs of the Comparison Group, and the Company’s average Return on Capital relative to a Return on Capital target for each of the Performance Years during the Performance Period.  The Company’s performance relative to these measures shall determine a multiplier to be applied to the Target Grant Amount.  Multipliers range from 3.0 (i.e. 300%), if the Company’s TSR is ranked in the top performing quintile (top 20%) of companies in the Comparison Group, and the average Return on Capital minus the target Return on Capital is greater than 10 percentage points, to 0.0 (with no shares of Common Stock being delivered to participants under this Subplan), if the Company does not meet certain levels of performance relative to the two measures.  The award multiplier table is shown in Exhibit A.  Subject to the Committee’s authority to adjust the Actual Grant Amount described in Section 12 of this Award Notice, your Actual Grant Amount is determined by applying the multiplier corresponding to the Company’s performance (Exhibit A) to your Target Award.

4.          Payment of Award .  If you are entitled to payment of an Award under the Subplan, such payment will be made as soon as administratively practicable after the end of the Performance Period and final approval by the Committee; provided, however, that if payment of the Award could, in the reasonable estimation of the Committee, result in your receiving compensation, in the year of scheduled payment, in excess of the amount deductible by the Company under Section 162(m) of the Internal Revenue Code, then such portion (or all, as applicable) of the Award as could, in the reasonable estimation of the Committee,  create such excess compensation, may, at the sole discretion of the Committee, be converted into the right to receive a cash payment, which will be deferred until after you terminate employment with the Company and its Subsidiaries, provided that such deferral is compliant with the requirements of Internal Revenue Code Section 409A and Treasury Regulations and guidance thereunder, as specified in Section 9 of the Subplan.

If any portion of an Award is converted into a right to receive a cash payment as described above, an amount representing the Fair Market Value of the deferred portion of the Actual Grant Amount will be credited to the Stock Account of the EDCP and hypothetically invested in units of Common Stock.  Thereafter, such amount will be treated in the same manner as other investments in the EDCP, all as specified in Section 9 of the Subplan.

The Company may withhold or require the grantee to remit a cash amount sufficient to satisfy federal, state, and local taxes (including the participant’s FICA obligation) required by law to be withheld.  Further, either the Company or the grantee may elect to satisfy the withholding requirement by having the Company withhold shares of common stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.

5.          Nontransferability .  Unless and until unrestricted shares of Common Stock are delivered or, if applicable, cash is distributed under the EDCP to you in payment of an earned Award of the Performance Shares, the Performance Shares are not transferable except by will or by the laws of descent and distribution, and may not be sold, assigned, pledged or encumbered in any way, whether by operation of law or otherwise.

6.          Limitation of Rights .  You generally will not have any rights as a stockholder with respect to the Performance Shares unless and until certificates for shares of Common Stock have been issued to you.  No such certificates will be issued under the Subplan until the Actual Grant Amount has been determined and you have otherwise become entitled to payment of an Award under the terms of the Plan and the Subplan.  However, if payment of all or any portion of the Award is deferred, but the Award has otherwise become payable, then the deferred Award will be credited with additional shares of Common Stock based on any dividends declared on the Common Stock, in accordance with the terms of the EDCP.  Neither the Plan, the Subplan, the granting of these Performance Shares nor this Award Notice gives you any right to remain employed by the Company and its Subsidiaries.

7.          Termination .  Upon termination of your employment with the Company and its Subsidiaries ("termination")  by reason of death, disability or retirement, or for another approved reason as determine by the Committee, you will receive, subject to the terms and conditions of the Plan and the Subplan, an Award representing a prorated portion of the Actual Grant Amount to which you otherwise would be entitled, based on the number of full calendar months employed from January 1, 2007 through the effective date of such termination.  Upon termination without "Cause" or for "Good Reason" (as such terms are defined in your Employment Agreement dated May 4, 2006) Eastman will issue to you, within 30 days of your termination (or such other date as may be required under Internal Revenue Code Section 409A), shares of Common Stock underlying outstanding performance shares (as if all performance objectives with respect thereto had been met at a level of 100%) on a pro rata basis based upon the number of full calendar months employed during the performance period.  Upon termination for a reason other than death, disability, retirement or another reason described above prior to the date the shares of Common Stock covered by the Award are delivered to you, you will not be eligible or entitled to receive any Award under the Subplan.


8.          Noncompetition; Confidentiality .  You will forfeit all rights with respect to the Performance Shares if you violate the noncompetition and confidentiality provisions contained in Section 20 of the Plan.

9.          Restrictions on Issuance of Shares .  If at any time the Company determines that listing, registration or qualification of the shares covered by an Award upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable prior to the delivery of any certificate for shares of Common Stock subject to the Award, no such certificate may be delivered unless and until such listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

10.          Change in Ownership; Change in Control .  Article 14 of the Plan contain certain special provisions that will apply in the event of a Change in Ownership or Change in Control, respectively.

11.          Adjustment of Terms .  The adjustment provisions Article 15 of the Plan will control in the event of a nonreciprocal transaction between the company and its stockholders that causes the per-share value of the Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend) or upon the occurrence of in anticipation of any other corporate event or transaction involving the Company (including, without limitation, any merger, combination, or exchange of shares).

12.          Adjustment of Actual Grant Amount .  The Committee may, in its sole discretion, adjust the Actual Grant Amount to reflect overall Company performance and business and financial conditions.

13.          Plan and Subplan Control .  In the event of any conflict between the provisions of the Plan or the Subplan and the provisions of this Award Notice, the provisions of the Plan or the Subplan, as applicable, will be controlling and determinative.



 








EASTMAN CHEMICAL COMPANY
2007 DIRECTOR LONG-TERM COMPENSATION SUBPLAN

(a Subplan of the 2007 Omnibus Long-Term Compensation Plan)












EASTMAN CHEMICAL COMPANY
2007 DIRECTOR LONG-TERM COMPENSATION SUBPLAN

(a Subplan of the 2007 Omnibus Long-Term Compensation Plan)


ARTICLE 1
PURPOSE

1.1.            PURPOSE . The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees of Eastman Chemical Company or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an ownership interest in the Stock of the Company.  The Company intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Stock and will closely associate the interests of Non-Employee Directors with that of the Company’s stockholders.

1.2.            ELIGIBILITY .  Non-Employee Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan.

ARTICLE 2
DEFINITIONS

2.1.            DEFINITIONS .   Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in the Omnibus Plan.  Unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a)           “Committee” means the Nominating and Corporate Governance Committee of the Board.

(b)           “Effective Date” of the Plan has the meaning set forth in Section 7.4 hereof.

(c)           “Eligible Participant” means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that during any period a director is prohibited from participating in the Plan by his or her employer or otherwise waives participation in the Plan, such director shall not be an Eligible Participant.

(d)           “Omnibus Plan” means the Eastman Chemical Company 2007 Omnibus Long-Term Compensation Plan, or any subsequent equity compensation plan approved by the Board and designated as the Omnibus Plan for purposes of this Plan.

(e)           “Plan” means this Eastman Chemical Company 2007 Director Long-Term Compensation Subplan, as amended from time to time.  The Plan is a subplan of the Omnibus Plan.

(f)           “Plan Year(s)” means the approximate twelve-month periods between annual meetings of the stockholders of the Company, which, for purposes of the Plan, are the periods for which equity Awards are earned.

ARTICLE 3
ADMINISTRATION

3.1.            ADMINISTRATION .   The Plan shall be administered by the Committee.  Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan.  The Committee’s interpretation of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its stockholders and persons granted awards under the Plan.  The Committee may appoint a plan administrator to carry out the ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Committee.  The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes.  To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 3.1) shall include the Board.  To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.

3.2.            RELIANCE .  In administering the Plan, the Committee may rely upon any information furnished by the Company, its public accountants and other experts.  No individual will have personal liability by reason of anything done or omitted to be done by the Company or the Committee in connection with the Plan.  This limitation of liability shall not be exclusive of any other limitation of liability to which any such person may be entitled under the Company’s certificate of incorporation or otherwise.

ARTICLE 4
SHARES

4.1.            SOURCE OF SHARES FOR THE PLAN .   The shares of Stock that may be issued pursuant to the Plan shall be issued under the Omnibus Plan, subject to all of the terms and conditions of the Omnibus Plan.  The terms contained in the Omnibus Plan are incorporated into and made a part of this Plan with respect to Restricted Stock, Nonstatutory Stock Options and any other equity awards granted pursuant hereto and any such awards shall be governed by and construed in accordance with the Omnibus Plan.  In the event of any actual or alleged conflict between the provisions of the Omnibus Plan and the provisions of this Plan, the provisions of the Omnibus Plan shall be controlling and determinative.  This Plan does not constitute a separate source of shares for the grant of the equity awards described herein.

ARTICLE 5
EQUITY COMPENSATION

5.1.            RESTRICTED STOCK

(a)            Initial Award of Restricted Stock .  Subject to share availability under the Omnibus Plan, on the date that a new Non-Employee Director is initially elected or appointed to the Board, such director will receive a Restricted Stock Award.  The number of shares of Restricted Stock to be awarded shall be established from time to time by the Board.  Unless and until changed by the Board, the number of shares of Restricted Stock to be awarded in each initial Restricted Stock Award shall be determined by dividing $10,000 by the Fair Market Value of one share of Stock as of the award date, and rounding up to the nearest whole share (the “Initial Restricted Stock Award”).  Non-Employee Directors shall be eligible to receive both an Initial Restricted Stock Award and an Annual Restricted Stock Award (as defined below) in his or her initial year of service.  Such shares of Restricted Stock shall be evidenced by a written Award Notice in the form at the end of this Plan and shall be subject to such restrictions and risk of forfeiture as are described in the form of Award Notice and any other restrictions and terms determined by the Board, and shall be granted under and pursuant to the terms of the Omnibus Plan.

(b)            Annual Award of Restricted Stock .  Subject to share availability under the Omnibus Plan, on the date of each annual meeting of the Company’s stockholders, each Eligible Participant in service on the close of business on that date shall receive a Restricted Stock Award.  The number of shares of Restricted Stock to be awarded shall be established from time to time by the Board.  Unless and until changed by the Board, the number of shares of Restricted Stock to be awarded in each annual Restricted Stock Award for a full Plan Year shall be determined by dividing $5,000 by the Fair Market Value of one share of Stock as of the award date, and rounding up to the nearest whole share (the “Annual Restricted Stock Award”).  Such shares of Restricted Stock shall be evidenced by a written Award Notice in the form at the end of this Plan and shall be subject to such restrictions and risk of forfeiture as are described in the form of Award Notice and any other restrictions and terms determined by the Board, and shall be granted under and pursuant to the terms of the Omnibus Plan.

(c)            Vesting .  Unless and until provided otherwise by the Board, the Initial Restricted Stock Awards and the Annual Restricted Stock Awards shall vest and all restrictions with respect thereto shall lapse only upon the earliest to occur of: (i) three (3) years from the date of grant, but only if the Non-Employee Director is still a director of the Company immediately prior to the election of directors at the annual meeting of stockholders at the end of such three-year period; (ii) the date that his or her tenure as a director of the Company terminates by reason of death, Disability, resignation effective at an annual meeting of stockholders because he or she is no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or for another approved reason as determined by the Committee; or (iii) the date that his or her tenure as director of the Company terminates by reason of his or her failure to be reelected as a director in an election in which he or she consented to be named as a director nominee.  If the grantee’s service as a director of the Company (whether or not in a Non-Employee Director capacity) terminates prior to the third anniversary of the date of grant other than as described in clause (ii) or (iii) of the foregoing sentence, then the grantee shall forfeit all of his or her right, title and interest in and to any unvested shares of Restricted Stock as of the date of such termination from the Board and such shares of Restricted Stock shall be reconveyed to the Company without further consideration or any act or action by the grantee.

5.2            NONSTATUTORY STOCK OPTIONS

(a)            Annual Nonstatutory Stock Option Grant .  Subject to share availability under the Omnibus Plan, on the date of each annual meeting of the Company’s stockholders, each Eligible Participant in service on the close of business on that date shall receive a Nonstatutory Stock Option. Unless and until changed by the Board, each such Nonstatutory Stock Option shall be to purchase 2,000 shares of Stock.

(b)            Terms and Conditions of Nonstatutory Stock Options .  Nonstatutory Stock Options granted under this Section 5.2 shall be evidenced by a written Award Notice in the form at the end of this Plan, and shall be subject to the terms and conditions described below and of the Omnibus Plan.

(i)            Exercise Price .  The exercise price per share under a Nonstatutory Stock Option shall be the Fair Market Value on the date of grant.

(ii)            Vesting .  Unless and until provided otherwise by the Board, each Nonstatutory Stock Options granted under this Section 5.2 shall become fully vested and exercisable as to 50% of the shares on the first anniversary of the date of grant, and as to 50% of the shares on the second anniversary of the date of grant, but only if the Non-Employee Director is still a director of the Company on such vesting dates. Notwithstanding the foregoing, the Nonstatutory Stock Options shall become fully vested and exercisable upon the earlier occurrence of (i) the date that the optionee’s tenure as a director of the Company terminates by reason of death, Disability, resignation effective at an annual meeting of stockholders because he or she is no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or for another approved reason as determined by the Committee, or (ii) the date that his or her tenure as a director of the Company terminates by reason of completion of his or her then-current term in office and he or she fails to be nominated for, or reelected as, a director to another term. If the optionee’s service as a director of the Company (whether or not in a Non-Employee Director capacity) terminates other than as described in clause (i) or (ii) of the foregoing sentence, then the optionee shall forfeit all of his or her right, title and interest in and to any unvested Nonstatutory Stock Options as of the date of such termination from the Board.

(iii)            Nonstatutory Stock Option Term.   Subject to earlier termination as provided herein, each Nonstatutory Stock Option granted under this Section 5.2 shall expire on the tenth anniversary of the date of grant.

5.3            CHANGE IN CONTROL .

(a)            Vesting of Awards .  Upon a Change in Control: (i) the terms of this Section 5.3 shall immediately become operative, without further action or consent by any person or entity; (ii) all conditions, restrictions, and limitations in effect on any equity Awards awarded or granted pursuant to this Plan shall immediately lapse as of the date of such event; (iii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any such Awards on or after such date, and in no circumstance shall such Awards be forfeited on or after such date; and (iv) all such Awards shall automatically become one hundred percent (100%) vested immediately.

(b)            Valuation and Payment of Awards .  Upon a Change in Control, each Non-Employee Director, whether or not continuing in service as a director of the Company in any capacity, shall be paid, in a single lump-sum cash payment, as soon as practicable but in no event later than ninety (90) days after the effective date of the Change in Control, the value of all of his or her outstanding Awards.  For purposes of calculating the cash-out value of Awards for purposes of this Section 5.3, the Change-in-Control Price shall be used as the Fair Market Value of the Shares.


ARTICLE 6
AMENDMENT, MODIFICATION, AND TERMINATION

6.1.            AMENDMENT, MODIFICATION AND TERMINATION .  The Board may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board, require stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a securities exchange on which the Stock is listed or traded, then such amendment shall be subject to stockholder approval; and provided further, that the Board may condition any other amendment or modification on the approval of stockholders of the Company for any reason.

ARTICLE 7
GENERAL PROVISIONS

7.1.            ADJUSTMENTS .  The adjustment provisions of the Omnibus Plan shall apply with respect to Awards outstanding or to be awarded or granted pursuant to this Plan.

7.2.            DURATION OF THE PLAN .  The Plan shall remain in effect until terminated by the Board or until the earlier termination of the Omnibus Plan.

7.3.            EXPENSES OF THE PLAN .   The expenses of administering the Plan shall be borne by the Company.

7.4.            EFFECTIVE DATE .   The Plan was originally adopted by the Board on [August 2, 2007], and became effective on that date (the “Effective Date”).





FORM OF NOTICE OF RESTRICTED STOCK AWARDS
UNDER THE EASTMAN CHEMICAL COMPANY
2007 DIRECTOR LONG-TERM COMPENSATION SUBPLAN OF THE 2007 OMNIBUS LONG-TERM COMPENSATION PLAN

                                                                  Grantee:
                                                                 Number of Restricted Shares:
                                                                 Date of Award:

1.   Award of Restricted Stock .  Eastman Chemical Company (“Company”) has granted to you, under the 2007 Director Long-Term Compensation Subplan of the 2007 Eastman Chemical Company Omnibus Long-Term Compensation Plan (the “Plan”), ------------ shares (“Restricted Stock”) of its $.01 par value Common Stock (“Common Stock”) to be held as restricted stock under the terms of the Plan and this Award Notice (“Award Notice”).  The Plan is incorporated herein by reference and made a part of this Award Notice.  Capitalized terms not defined herein shall have the respective meanings set forth in the Plan.

2.  Lapse of Restrictions .  The restrictions on transfer described below with respect to the Restricted Stock awarded to you hereunder will lapse upon the earliest of:  (a) 4:00 p.m., Eastern Time, on --------,20----  (the “Vesting Date”), if and only if you are still a director of the Company immediately prior to the election of directors at the annual meeting of stockholders at the end of such three-year period; or (b) the date that your tenure as a director of the Company terminates by reason of death, disability, resignation effective at an annual meeting of stockholders because you are no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or for another approved reason as determined by the Committee; or (c) the date that your tenure as a director of the Company terminates by reason of completion of your then-current term in office and you fail to be reelected as a director to another term.

3.  Book-Entry Registration .  The Restricted Stock awarded pursuant to this Award Notice initially will be evidenced by book-entry registration only, without the issuance of a certificate representing such shares.

4.  Issuance of Shares .  Subject to the provisions of Section 7 of this Award Notice, the Company shall, provided that the conditions to vesting specified in Section 2 of this Award Notice are satisfied, issue a certificate or certificates representing the Restricted Stock as promptly as practicable following the Vesting Date.

5.  Restrictions on Transfer of Shares .  Shares of Restricted Stock awarded under the Plan, and the right to vote such shares and to receive dividends thereon, may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged, or encumbered in any way prior to the Vesting Date, whether by operation of law or otherwise, except by will or the laws of descent and distribution.  After the Vesting Date, the unrestricted shares of Restricted Stock may be issued during your lifetime only to you, except in the case of a permanent disability involving mental incapacity.

6.  Rights as a Stockholder .  Except as otherwise provided in the Plan or this Award Notice, prior to the Vesting Date, you will have all of the other rights of a stockholder with respect to the Restricted Stock, including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such shares at any meeting of stockholders of the Company.

7.  Termination of Tenure as a Director .  Upon termination of your tenure as a director of the Company, prior to the Vesting Date, other than by reason of death, disability, resignation effective at an annual meeting of stockholders because you are no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or your tenure as a director of the Company terminates by reason of completion of your then-current term in office and you fail to be reelected as a director to another term, or for another approved reason, as determined by the Committee, all of the Restricted Stock awarded to you shall be canceled and forfeited by you to the Company without the payment of any consideration by the Company.  In such event, neither you nor your successors, heirs, assigns, or personal representatives will thereafter have any further rights or interest in or with respect to such shares.

8.  Change in Control .  Upon a Change in Control of the Company, the provisions of Section 5.3 of the Plan shall automatically and immediately become operative with respect to the Restricted Stock.

9.  No Right to Continued Position on Board .  Neither the Plan, the award of Restricted Stock, nor this Award Notice, shall give you any right to remain on the Company’s Board of Directors.

10.  Restrictions on Issuance of Shares.   If at any time the Company shall determine, in its sole discretion, that listing, registration, or qualification of the shares of Restricted Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or advisable as a condition to the award or issuance of certificate(s) for such Restricted Stock hereunder, such award or issuance may not be made in whole or in part unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

11.  Plan Controls .  In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Notice, the provisions of the Plan shall be controlling and determinative.

12.  Successors .  This Award Notice shall be binding upon any successor of the Company, in accordance with the terms of this Award Notice and the Plan.








FORM OF NOTICE OF NONQUALIFIED STOCK OPTION GRANTS
UNDER  THE EASTMAN CHEMICAL COMPANY
2007 DIRECTOR LONG-TERM COMPENSATION SUBPLAN OF THE 2007 OMNIBUS LONG-TERM COMPENSATION PLAN

Grantee:
                                                              Number of Shares:
                                                              Option Exercise Price: $
Date of Grant:

1.            Grant of Option .  This Award Notice serves to notify you that Eastman Chemical Company ("Company") has granted to you, under the 2007 Director Long-Term Compensation Subplan of the 2007 Eastman Chemical Company Omnibus Long-Term Compensation Plan (the “Plan”), a nonqualified stock option ("Option") to purchase, on the terms and conditions set forth in this Award Notice and the Plan, the number of shares of its $.01 par value Common Stock ("Common Stock") set forth above at the exercise price per share set forth above.  The Plan is incorporated herein by reference and made a part of this Award Notice.  Capitalized terms not defined herein have the respective meanings set forth in the Plan.

2.            Period of Option Exercise.   The Option shall expire at 4:00 p.m., Eastern Time, on ---------, 20-- (the “Expiration Date”).

3.            Exercise of Option .  The terms and conditions of exercise of the Option are as follows:

(a)           Subject to the terms set forth in this Award Notice, the Option shall become exercisable as to one half of the shares covered hereby on -------, 20--, and as to the remaining shares on ----------, 20--.

(b)           Upon your death, your personal representative may exercise the Option, subject to the terms set forth in this Award Notice, until the Expiration Date.

(c)           The Option may be exercised in whole or in part by completing and returning the exercise form delivered with the Option.  The exercise form generally must be accompanied by, or make provision for, full payment in cash; by check; or by surrendering unrestricted shares of Common Stock having a value on the date of exercise equal to the exercise price, together with proof that such shares, if acquired through a previous option exercise, have been owned by the optionee for at least six months prior to the date of exercise of the Option; or in any combination of the foregoing; however, if you wish to pay with shares of Common Stock already held by you, you may submit a Stock Validation form attesting to the ownership of the shares instead of sending in actual share certificates.

4.       Nontransferability .  The Option is not transferable except by will or by the laws of descent and distribution, and may not be sold, assigned, pledged, or encumbered in any way, whether by operation of law or otherwise.  The Option may be granted only to, and exercised only by you during your lifetime, except in the case of a permanent disability involving mental incapacity.

5.            Limitation of Rights .  You will not have any rights as a stockholder with respect to the shares covered by the Option until you become the holder of record of such shares by exercising the Option.  Neither the Plan, the granting of the Option nor this Award Notice gives you any right to remain on the Company's Board of Directors.


6.            Termination .   Upon termination of your directorship by reason of death, disability, resignation effective at an annual meeting of stockholders because you are no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or your tenure as a director of the Company terminates by reason of completion of your then-current term in office and you fail to be nominated for, or reelected as, a director to another term, or for another approved reason, as determined by the Committee, the Option will remain exercisable in accordance with its original terms.  Upon termination of your directorship for a reason other than death, disability, resignation effective at an annual meeting of stockholders because you are no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or your tenure as a director of the Company terminates by reason of completion of your then-current term in office and you fail to be nominated for, or reelected as a director to, another term, or another approved reason, any portion of the Option not previously exercised by you will be canceled and forfeited by you, without payment of any consideration by the Company.

7.        Restrictions on Issuance of Shares .  If at any time the Company determines that listing, registration, or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

8.            Change in Control .  Section 5.3 of the Plan contains certain special provisions that will apply to the Option in the event of a Change in Control.

9.            Adjustment of Shares .  If the number of outstanding shares of Common Stock changes through the declaration of stock dividends or stock splits, the number of shares subject to the Option and the exercise price of the Option will be appropriately adjusted.  If there is a change in the number of outstanding shares of Common Stock or any change in the outstanding stock in the Company, the Committee will make any adjustments and modifications to the Option that it deems appropriate.  In the event of any other change in the capital structure or in the Common Stock of the Company, the Committee is authorized to make appropriate adjustments to the Option.

10.            Plan Controls .  In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the provisions of the Plan will be controlling and determinative.

 
 




EXHIBIT 12.01

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
 
Computation of Ratios of Earnings to Fixed Charges
 
   
 
Third Quarter
First Nine Months
(Dollars in millions)
 
2007
 
2006
 
2007
 
2006
                 
Earnings before income taxes and cumulative effect of
               
changes in accounting principles
$
32
$
136
$
308
$
472
Add:
               
Interest expense
 
28
 
26
 
81
 
79
Appropriate portion of rental expense (1)
 
6
 
5
 
16
 
16
Amortization of capitalized interest
 
10
 
3
 
8
 
8
Earnings as adjusted
$
  76
$
 170
$
 413
$
 575
                 
Fixed charges:
               
Interest expense
$
28
$
26
$
81
$
79
Appropriate portion of rental expense (1)
 
6
 
5
 
16
 
16
Capitalized interest
 
--
 
--
 
8
 
6
Total fixed charges
$
  34
$
  31
$
 105
$
 101
                 
Ratio of earnings to fixed charges
 
2.2x
 
5.5x
 
3.9x
 
5.7x
                 
(1)   
For all periods presented, the interest component of rental expense is estimated to equal one-third of such expense.
 

54



 


Exhibit 31.01
EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
 
Rule 13a – 14(a)/15d – 14(a) Certifications
 
I, J. Brian Ferguson, Chairman of the Board and Chief Executive Officer of Eastman Chemical Company, certify that:
 
1.  I have reviewed this quarterly report on Form 10-Q of Eastman Chemical Company;
 
 
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:  October 31, 2007
 
/s/ J. Brian Ferguson
J. Brian Ferguson
Chairman of the Board and Chief Executive Officer



55
 


 




Exhibit 31.02
EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
 
Rule 13a – 14(a)/15d – 14(a) Certifications
 
I, Richard A. Lorraine, Senior Vice President and Chief Financial Officer of Eastman Chemical Company, certify that:
 
1.  I have reviewed this quarterly report on Form 10-Q of Eastman Chemical Company;
 
 
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
 (b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:  October 31, 2007
 
/s/ Richard A. Lorraine
Richard A. Lorraine
Senior Vice President and Chief Financial Officer

56
 


 

 
Exhibit 32.01


EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES

Section 1350 Certifications


In connection with the Quarterly Report of Eastman Chemical Company (the "Company") on Form 10-Q for the period ending March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

1.  
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
 
A signed original of this written statement required by Section 906 has been provided to Eastman Chemical Company and will be retained by Eastman Chemical Company and furnished to the Securities and Exchange Commission or its staff upon request.
 

 
Date:  October 31, 2007

/s/ J. Brian Ferguson
J. Brian Ferguson
Chairman of the Board and Chief Executive Officer

 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.
 

57
 


 

 
Exhibit 32.02

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES

Section 1350 Certifications


In connection with the Quarterly Report of Eastman Chemical Company (the "Company") on Form 10-Q for the period ending March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
 
A signed original of this written statement required by Section 906 has been provided to Eastman Chemical Company and will be retained by Eastman Chemical Company and furnished to the Securities and Exchange Commission or its staff upon request.
 

 
Date:  October 31, 2007


/s/ Richard A. Lorraine
Richard A. Lorraine
Senior Vice President and Chief Financial Officer

 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.
 

58
 


 
 

 

Exhibit 99.01

EASTMAN CHEMICAL COMPANY DETAIL OF SALES REVENUE

   
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
Twelve Months
(Dollars in millions)
 
2007
 
2007
 
2007
 
2007
 
2007
                     
Sales Revenue
$
1,795
$
1,895
$
1,813
 
1,752
 
7,450
                     
Less:  Performance Chemicals and Intermediates – contract ethylene sales (1)
 
70
 
74
 
84
       
Sales revenue excluding contract ethylene sales
 
1,725
 
1,821
 
1,729
$
1,608
$
6,639
Less:  Performance Polymers
                   
PET sales in Latin America from non-U.S. sites (2)
 
127
 
110
 
91
       
Sales revenue excluding contract ethylene sales and PET sales in Latin America from non-U.S. sites (2)
$
1,598
$
1,711
$
1,638
       
                     

   
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
Twelve Months
(Dollars in millions)
 
2006
 
2006
 
2006
 
2006
 
2006
                     
Sales Revenue
$
1,803
$
1,929
$
1,966
$
1,752
$
7,450
                     
Less:  Coatings, Adhesives, Specialty Polymers and Inks – divested product lines (3)
 
18
 
17
 
18
 
12
 
65
Performance Chemicals and Intermediates – divested product lines (4)
 
30
 
29
 
38
 
14
 
111
Performance Polymers
                   
divested PE product lines (3)
 
180
 
168
 
169
 
118
 
635
Sales revenue – continuing product lines
 
1,575
 
1,715
 
1,741
 
1,608
 
6,639
                     
Less:  Performance Polymers
                   
PET sales in Latin America from non-U.S. sites (2)
 
109
 
119
 
136
 
121
 
485
Sales revenue – continuing product lines excluding PET sales in Latin America from non-U.S. sites (2)
$
1,466
$
1,596
$
1,605
$
1,487
$
6,154
                     
 
(1) Contract ethylene sales under the transition supply agreement related to the divestiture of the polyethylene businesses.
 
(2) Sales revenue in Latin America from PET manufactured at non-U.S. sites, including the Mexico and Argentina PET manufacturing facilities held for sale.   During the third quarter 2007, Eastman entered into definitive agreements to sell its PET manufacturing facilities in Mexico and Argentina and the related businesses.  Subject to certain product-specific agreements associated with the sale of the manufacturing facilities in Mexico and Argentina, the Company plans to continue to sell PET manufactured in the U.S. in Latin America.
 
(3) Divested product lines are the product lines related to the polyethylene and Epolene polymer businesses and related assets of the Performance Polymers and Coatings, Adhesives, Specialty Polymers, and Inks ("CASPI") segments located at the Longview, Texas site and the Company's ethylene pipeline which were sold in fourth quarter 2006.
 
(4) The Company's Batesville, Arkansas manufacturing facility and related assets and the specialty organic chemicals product lines in the Performance Chemicals and Intermediates ("PCI") segment were sold in fourth quarter 2006.

 
59