EXHIBIT 10.06

AMENDED AND RESTATED
EASTMAN EXECUTIVE DEFERRED COMPENSATION PLAN

EASTMAN CHEMICAL COMPANY

AMENDED AND RESTATED
EASTMAN EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

Section Title Page
- ------- ----- ----

Preamble ........................................................................................100
Section 1. Definitions....................................................................100
Section 2. Deferral of Compensation.......................................................103
Section 3. Time of Election of Deferral...................................................103
Section 4. Hypothetical Investments.......................................................103
Section 5. Deferrals and Crediting Amounts to Accounts....................................104
Section 6. Deferral Period................................................................104
Section 7. Investment in the Stock Account and Transfers Between Accounts.................104
Section 8. Payment of Deferred Compensation...............................................106
Section 9. Payment of Deferred Compensation After Death...................................107
Section 10. Acceleration of Payment for Hardship...........................................107
Section 11. Non-Competition and Non-Disclosure Provision...................................108
Section 12. Participant's Rights Unsecured.................................................109
Section 13. No Right to Continued Employment...............................................109
Section 14. Statement of Account...........................................................109
Section 15. Deductions.....................................................................109
Section 16. Administration.................................................................109
Section 17. Amendment......................................................................109
Section 18. Governing Law..................................................................109
Section 19. Change in Control..............................................................110
Section 20. Compliance with SEC Regulations................................................110
Section 21. Successors and Assigns.........................................................110

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.

In addition, this document reflects the merger into this Plan of an unfunded,
non-qualified deferred compensation plan known as the Eastman ESOP Excess Plan
(the "ESOP Excess Plan"), which restores to eligible employees allocations that
cannot be made under the Eastman Employee Stock Ownership Plan because of the
limitations of Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended. Such merger occurred as of October 1, 2001, and following such merger,
the amounts credited to the Participant's Account under the ESOP Excess Plan
shall be treated as a separate account (the ESOP Account) until January 1, 2003,
at which time such accounts shall be merged into the Participant's EDCP Account
hereunder. In addition, future ESOP allocations, if any, that would have been
made under the ESOP Excess Plan shall, after October 1, 2001, be made to the
Participant's EDCP Account under Section 2.2 of this Plan.

This Plan originally was adopted effective January 1, 1994, and is now amended
and restated effective as of October 1, 2001.

Section 1. Definitions.

Section 1.1. "Account" means the EDCP Account and the ESOP
Account. Each such Account is further sub-divided into an Interest
Account and a Stock Account. Effective as of January 1, 2003, each
Participant's ESOP Account will be merged into such Participant's EDCP
Account.

Section 1.2. "Board" means the Board of Directors of the Company.

Section 1.3."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 August 1, 1993,
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, 1994 (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,
1994 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

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to a subsidiary of the Company. Notwithstanding the occurrence of any
of the foregoing, the Compensation Committee may determine, if it deems
it to be in the best interest of the Company, that an event or events
otherwise constituting a Change In Control shall not be so considered.
Such determination shall be effective only if it is made by the
Compensation 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 Compensation 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.

Section 1.4. "Common Stock" means the $.01 par value common stock of
the Company.

Section 1.5."Company" means Eastman Chemical Company.

Section 1.6."Compensation Committee" shall mean the Compensation and
Management Development Committee of the Board.

Section 1.7. "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
Eastman Performance Plan, the Company's Annual Performance Plan, the
Company's Unit Performance Plan, the Company's Management Carried
Interest 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) to the extent approved in his or its sole discretion
by the Vice President, Human Resources, or by the Compensation
Committee with respect to an executive officer, any Severance Pay. 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.

Section 1.8. "Eligible Employee" means a U.S.-based employee of the
Company or any of its U.S. Subsidiaries who at any time (i) has a
salary grade classification of SG 49 or above; or (ii) is not covered
under clause (i), but who was an Eligible Employee under the Kodak
Executive Deferred Compensation Plan, as in effect on January 1, 1994.
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.

Section 1.9. "Enrollment Period" means the period designated by the
Compensation Committee each year, provided however, that such period
shall end on or before the last business day before the last Sunday in
December of each year.

Section 1.10. "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

Section 1.11. "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.

Section 1.12. "ESOP" means the Eastman Employee Stock Ownership portion
of the Eastman Investment and Employee Stock Ownership Plan, as the
same now exists or may be amended hereafter.

Section 1.13. "ESOP Contribution Date" means the date, if any, on which
the Trustee of the ESOP receives the Company's contributions to the
ESOP for a particular Plan Year.

Section 1.14. "ESOP Payout Percentage" means the percentage amount of
an Eligible Employee's "Compensation" (as defined in the ESOP) to which
such Eligible Employee is entitled as an allocation,

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whether such allocation is in the form of cash, Common Stock, or a
combination thereof, under the ESOP for a particular Plan Year of the
ESOP.

Section 1.15. "Excess Compensation, means the excess, if any, of (1) an
Employee's "Participating Earnings," as specified in the 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 ESOP for a given
plan year of the ESOP.

Section 1.16. "Interest Account" means the account established by the
Company for each Participant for compensation deferred or ESOP 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. Until January 1, 2003, each
Participant may have an Interest Account under both the EDCP Account
and ESOP Account.

Section 1.17. "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.

Section 1.18. "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.

Section 1.19. "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.

Section 1.20. "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.

Section 1.21. "Plan" means this Amended and Restated Eastman Executive
Deferred Compensation Plan.

Section 1.22. "Section 16 Insider" means a Participant who is, with
respect to the Company, subject to Section 16 of the Exchange Act.

Section 1.23. "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. Until January 1, 2003, each Participant may have a Stock Account
under both the EDCP Account and ESOP Account.

Section 1.24. "Severance Pay" means any severance or other compensation
owed or agreed to be paid in connection with an Eligible Employee's
termination of employment.

Section 1.25. "U.S. Subsidiaries" means the United States subsidiaries
of the Company listed on Schedule A.

Section 1.26. "Valuation Date" means each business day.

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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 within such person's EDCP Account. A Participant
may make deferrals under this Plan regardless of whether the
Participant elects deferrals under the Eastman Investment and Employee
Stock Ownership Plan. 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 Eastman
Performance Plan, the Company's Annual Performance Plan, the Company's
Unit Performance Plan, the Company's Management Carried Interest Plan,
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 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 Payout Percentage.

Section 3. Time of Election of Deferral. 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
calendar year in which the applicable Deferrable Amount will first be paid,
earned, or awarded. Elections shall be made annually.

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, 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; and (iii) if and to the extent the Vice
President, Human Resources or the Compensation Committee approves the deferral
of Severance Pay pursuant to Section 1.7, such approval shall set forth the
terms of the deferral of such Severance Pay.

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 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.

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Section 5. Deferrals and Crediting Amounts to Accounts.

Section 5.1. Manner of Electing Deferral. An Eligible Employee may
elect to defer compensation by executing and returning to the
Compensation Committee a deferred compensation form provided by the
Company. The form shall indicate (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
one rate for part of the year and at a second rate for the remainder 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 the Compensation 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. Amounts to be deferred
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 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 ESOP which triggers the ESOP allocation under this
Plan.

Section 5.3. Transfers of Obligations from other Deferred Compensation
Plans. The Compensation Committee hereby delegates to the Company's
Vice President, Human Resources, the authority to permit from time to
time the transfer to the EDCP Account under this Plan from other
non-qualified deferred compensation plans or arrangements maintained by
the Company or its affiliates, any amounts accrued to an Eligible
Employee under such other plan or arrangement. In each case, before
permitting such transfer the Company's Vice President, Human Resources
shall determine that such transfer is in the best interests of the
Company, and shall further determine that such transfer to this Plan is
permitted under the terms of such other plan or arrangement.

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 retires or otherwise terminates 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.

Notwithstanding the foregoing, any fixed date election made by an Eligible
Employee under the Kodak Executive Deferred Compensation Plan shall remain in
force under this Plan, provided he or she continues as an employee of the
Company or any of its U.S. Subsidiaries during the period of deferral. Payment
of such amount pursuant to a deferral election made under such Kodak Plan shall
be made in cash in a single lump sum on the fifth business day in March in the
year following the termination of such deferral period, and the amount of the
lump sum due the Participant shall be valued as of the last Valuation Date in
February in the year following the termination of the deferral period. If such
Participant ceases to be an employee of the Company or any of its U.S.
Subsidiaries prior to the end of the fixed period, Section 8 shall govern the
payment of his or her Accounts.

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. 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

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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 and ESOP 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.

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 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 (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

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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 terminated 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 Accounts
shall be made in a single lump sum or annual installments, as elected
by the Participant pursuant to this Section 8. The maximum number of
annual installments is ten. The minimum annual installment payment
permitted from the EDCP or ESOP Account, respectively, 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 respective Accounts (EDCP or ESOP) 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 be the maximum number of annual installments permitted.
All payments from the Plan shall be made in cash.

Section 8.3. Timing of Payments. Payments shall be made by the fifth
business day in March and 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 retires, becomes disabled,
or for any other reason, ceases to be an employee of the Company or any
of its U.S. Subsidiaries, but in no event shall payment commence later
than the year the Participant reaches age 71.

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 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 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

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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.

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.

(b) Notwithstanding Sections 8.2, 8.3, and 8.5, if a Participant
terminates employment under circumstances not contemplated at the time
the Participant filed with the Company his or her election under
Section 8.5 (hereafter "Changed Circumstances"), then the Vice
President, Human Resources, with respect to Participants who are not
executive officers of the Company, and the Compensation Committee, with
respect to Participants who are executive officers of the Company, may
allow such Participant to change his or her election made under Section
8.5. The determination of whether or not to change such election shall
be made by the Vice President, Human Resources or the Compensation
Committee, as applicable, in his or its sole discretion, taking into
account such factors as deemed appropriate, and without regard to any
prior determinations made by such parties. Until announced otherwise by
the Vice President, Human Resources, "Changed Circumstances" shall mean
(and shall only mean) a Company-initiated termination of employment.

(c) Notwithstanding Sections 8.2, 8.3, and 8.5, if and to the
extent the Vice President, Human Resources or the Compensation
Committee approves the deferral of Severance Pay pursuant to Section
1.7, such approval shall set forth the terms of the payment of such
Severance Pay under the Plan, including the time of commencement of
payment and the form of payment.

(d) Any new payment election made by a Participant on or after
October 1, 2001, shall, once effective, apply to both the Participant's
EDCP Account and ESOP Account. If a Participant makes no new payment
election on or after October 1, 2001, then (i) from October 1, 2001
through December 31, 2002, the most recent payment election made by a
Participant under the Eastman ESOP Excess Plan shall continue to govern
payment of the Participant's ESOP Account under this Plan; and (ii)
effective January 1, 2003, the ESOP Accounts shall be merged into the
EDCP Accounts, and any payment election made prior to that time with
respect to the ESOP Account shall be disregarded, other than for an
ESOP Account which is in pay status on January 1, 2003. Notwithstanding
the foregoing, a former Participant who terminated employment prior to
October 1, 2001, may continue to make a separate payment election with
respect to his ESOP Account thereafter.

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
Compensation 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.

Any new beneficiary election made by a Participant on or after October 1, 2001,
shall apply to both the Participant's EDCP Account and ESOP Account. If a
Participant makes no new beneficiary election on or after October 1, 2001, then
(i) from October 1, 2001 through December 31, 2002, the most recent beneficiary
election made by a Participant under the Eastman ESOP Excess Plan shall continue
to govern payment of the Participant's ESOP Account under this Plan; and (ii)
effective January 1, 2003, the ESOP Accounts shall be merged into the EDCP
Accounts, and any beneficiary election made prior to that time with respect to
the ESOP Account shall be disregarded, other than for an ESOP Account which is
in pay status on January 1, 2003. Notwithstanding the foregoing, a former
Participant who terminated employment prior to October 1, 2001, may continue to
make a separate beneficiary election with respect to his ESOP Account
thereafter.

Section 10. Acceleration of Payment for Hardship.

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Section 10.1. Hardship. 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 President,
Human Resources, or the Compensation Committee, as applicable,
determines that an emergency event beyond the Participant's control
exists which would cause such Participant severe financial hardship if
the payment of his or her Accounts were not approved. Any such
distribution for hardship shall be limited to the amount needed to meet
such emergency.

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
Accounts under the Plan; provided, if this option is exercised the
individual will forfeit to the Corporation 10% of his or her aggregate
Accounts, and will not be permitted to make deferrals to or receive
ESOP allocations under 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 Executive
Deferred Compensation Plan one-half or more of the Participants or
one-fifth or more of the Participants 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, 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.

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 the Savings
and Investment Plan Appendix, 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 10.5. EDCP and ESOP Elections. A Participant's election to
withdraw less than all of the funds in his or her Accounts 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, and to the two investment accounts
under the ESOP 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, Human
Resources, 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 his or her Interest Accounts and/or Stock
Accounts.

108

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 sent 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.

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 Human Resources. 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. 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, 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.

109

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 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.

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 or transfer Account balances
under Section 7 and hardship withdrawals 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.

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

111