SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

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



                               January 15, 2003
         ------------------------------------------------------------
               Date of Report (Date of earliest event reported)



                               Primary PDC, Inc.
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Delaware                       1-4085                 04-1734655
     ---------------------            ----------------       ------------------
(State or other jurisdiction of       (Commission File        (I.R.S. Employer
incorporation or organization)             Number)           Identification No.)



                1265 Main Street, Waltham, Massachusetts  02415
               ---------------------------------------------------
              (Address of principal executive offices)  (Zip Code)



                                 781-386-2000
               ---------------------------------------------------
             (Registrant's telephone number, including area code)



                             POLAROID CORPORATION
               ---------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 5.  Other Events

As previously reported to the Commission, on October 12, 2001, Polaroid
Corporation and its U.S. subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Code"). The
filings were made in the United States Bankruptcy Court for the District of
Delaware (the "Court") in Wilmington, Delaware.

On January 15, 2003, Primary PDC, Inc., formerly known as Polaroid Corporation
(the "Company"), and its U.S. subsidiaries filed with the Court a Disclosure
Statement with Respect to Amended Joint Plan of Reorganization of Primary PDC,
Inc. (f/k/a Polaroid Corporation) and its Debtor Subsidiaries and the Official
Committee of Unsecured Creditors, a copy of which is attached hereto as Exhibit
99.1.


Item 7(c).  Exhibits

Exhibit 99.1                Disclosure Statement with Respect to Amended Joint
                            Plan of Reorganization of Primary PDC, Inc. (f/k/a
                            Polaroid Corporation) and its Debtor Subsidiaries
                            and the Official Committee of Unsecured Creditors


<PAGE>

                                  SIGNATURES

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


                                             PRIMARY PDC, INC.
                                                (Registrant)


                                             By:  /s/ Kevin Pond
                                                 ----------------------
                                                 Kevin Pond
                                                 President

Dated: January 21, 2003


<PAGE>

                                                                   EXHIBIT 99.1


                   IN THE UNITED STATES BANKRUPTCY COURT

                        FOR THE DISTRICT OF DELAWARE


- - - - - - - - - - - - - - - - - - - - -x
                                         :
In re:                                   : Chapter 11
                                         :
POLAROID CORPORATION,                    : Case No. 01-10864 (PJW)
         et al.,                         :
                                         : Jointly Administered
                           Debtors.      :
                                         :
                                         :
- - - - - - - - - - - - - - - - - - - -- x


                  NOTICE OF FILING OF DISCLOSURE STATEMENT
                   WITH RESPECT TO AMENDED JOINT PLAN OF
                    REORGANIZATION OF PRIMARY PDC, INC.
                    (f/k/a POLAROID CORPORATION) AND ITS
                    DEBTOR SUBSIDIARIES AND THE OFFICIAL
                      COMMITTEE OF UNSECURED CREDITORS


          PLEASE TAKE NOTICE that on January 15, 2003, the above-captioned

debtors and debtors-in-possession (the "Debtors") filed the Disclosure

Statement with Respect to Amended Joint Plan of Reorganization of Primary

PDC, Inc. (f/k/a Polaroid Corporation) and its Debtor Subsidiaries and the

Official Committee of Unsecured Creditors.

Dated:   Wilmington, Delaware
         January 15, 2003





                                      /s/ Mark L. Desgrosseilliers
                                      ---------------------------------------
                                      Gregg M. Galardi (I.D. No. 2991)
                                      Eric M. Davis (I.D. No. 3621)
                                      Mark L. Desgrosseilliers (I.D. No. 4083)
                                      SKADDEN, ARPS, SLATE, MEAGHER
                                               & FLOM LLP
                                      One Rodney Square
                                      P.O. Box 636
                                      Wilmington, Delaware 19899
                                      (302) 651-3000


                                               - and -


                                      Eric W. Kaup
                                      SKADDEN, ARPS, SLATE, MEAGHER
                                          & FLOM (ILLINOIS)
                                      333 West Wacker Drive
                                      Chicago, Illinois  60606-1285
                                      (312) 407-0700

                                      Attorneys for Debtors and
                                      Debtors-in-Possession
<PAGE>





                    IN THE UNITED STATES BANKRUPTCY COURT
                         FOR THE DISTRICT OF DELAWARE

--------------------------------------------------x
                                                  :
                                                  :
In re:                                            :     Chapter 11
                                                  :
POLAROID CORPORATION, et al.,                     :     Case No. 01-10864 (PJW)
                           Debtors.               :
                                                  :     Jointly Administered
                                                  :
--------------------------------------------------x

          DISCLOSURE STATEMENT WITH RESPECT TO AMENDED JOINT PLAN OF
       REORGANIZATION OF PRIMARY PDC, INC. (f/k/a POLAROID CORPORATION)
          AND ITS DEBTOR SUBSIDIARIES AND THE OFFICIAL COMMITTEE OF
                             UNSECURED CREDITORS

<TABLE>
<CAPTION>
<S>                                                   <C>
Gregg M. Galardi (I.D. No. 2991)                      Brendan L. Shannon (I.D. No. 3136)
Eric M. Davis (I.D. No. 3621)                         Robert S. Brady (I.D. No. 2847)
Mark L. Desgrosseilliers (I.D. No. 4083)              Joseph A. Malfitano (I.D. No. 4020)
SKADDEN, ARPS, SLATE, MEAGHER                         YOUNG CONAWAY STARGATT
  & FLOM LLP                                            & TAYLOR, LLP
One Rodney Square                                     The Brandywine Building
P.O. Box 636                                          1000 West Street, 17th Floor
Wilmington, Delaware  19899-0636                      Wilmington, Delaware 19801
(302) 651-3000                                        (302)571-6600

         -and-                                                 -and-

Eric W. Kaup                                          Fred S. Hodara
SKADDEN, ARPS, SLATE, MEAGHER                         Philip C. Dublin
    & FLOM (ILLINOIS)                                 Nava Hazan
333 West Wacker Drive                                 AKIN GUMP STRAUSS HAUER
Chicago, Illinois  60606-1285                             & FELD LLP
(312) 407-0700                                        590 Madison Avenue
                                                      New York, New York 10022
                                                      (212) 872-1000
ATTORNEYS FOR DEBTORS AND                              ATTORNEYS FOR THE OFFICIAL
DEBTORS IN POSSESSION                                 COMMITTEE OF UNSECURED CREDITORS

Dated:        Wilmington, Delaware
              January 15, 2003
</TABLE>

<PAGE>

                                  DISCLAIMER

         THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT RELATES TO
THE AMENDED JOINT PLAN OF REORGANIZATION (THE "PLAN") OF PRIMARY PDC, INC.
(F/K/A/ POLAROID CORPORATION) AND ITS DEBTOR SUBSIDIARIES AND THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS IS INCLUDED HEREIN FOR PURPOSES OF
SOLICITING ACCEPTANCES OF THE PLAN AND MAY NOT BE RELIED UPON FOR ANY PURPOSE
OTHER THAN TO MAKE A JUDGMENT WITH RESPECT TO, AND DETERMINE HOW TO VOTE ON,
THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS,
OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE
STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN.

         ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS THAT ARE ENTITLED TO VOTE
ON THE PLAN ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND
THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
SUMMARIES OF THE PLAN AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO
THE PLAN, AND THIS DISCLOSURE STATEMENT. THE STATEMENTS CONTAINED IN THIS
DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO
ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME
AFTER THE DATE HEREOF.

         THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH
BANKRUPTCY CODE SECTION 1125 AND RULE 3106(c) OF THE FEDERAL RULES OF
BANKRUPTCY PROCEDURE AND NOT IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES
LAWS OR OTHER RULES GOVERNING DISCLOSURE OUTSIDE THE CONTEXT OF CHAPTER 11 OF
THE BANKRUPTCY CODE. THIS DISCLOSURE STATEMENT HAS NEITHER BEEN APPROVED NOR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS
THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED
HEREIN.

         AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER ACTIONS OR
THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE
CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION, OR WAIVER,
BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THE DISCLOSURE
STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NONBANKRUPTCY PROCEEDING INVOLVING
THE DEBTORS OR ANY OTHER PARTY, NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE
ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION
OR PLAN AS TO HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN, THE DEBTORS.


                              EXECUTIVE SUMMARY

         Primary PDC, Inc. (f/k/a Polaroid Corporation) ("Polaroid") and
certain of its subsidiaries and affiliates, debtors and debtors-in-possession
(collectively, the "Debtors"), each filed petitions for relief under chapter
11 of title 11 of the United States Code, 11 U.S.C. sections 101-1330 (as
amended, the "Bankruptcy Code"), on October 12, 2001. On January 15, 2003,
the Proponents filed the Plan which sets forth how Claims against and
Interests in the Debtors will be treated. This Disclosure Statement describes
the Debtors' history, significant events occurring in the Debtors' Chapter 11
Cases, a summary and analysis of the Plan, and certain related matters. This
Executive Summary is intended solely as a summary of the distribution
provisions of the Plan and is qualified in its entirety by the terms and
provisions of the Plan. FOR A COMPLETE UNDERSTANDING OF THE PLAN, YOU SHOULD
READ THE DISCLOSURE STATEMENT, THE PLAN AND THE EXHIBITS THERETO IN THEIR
ENTIRETY. Capitalized terms used in this Disclosure Statement and not
otherwise defined herein have the meanings ascribed to them in the Plan.

A.       Summary of the Plan

         Under the Plan, on the Effective Date or as soon as is practicable
thereafter, the members of the board of directors of each of the Subsidiary
Debtors shall be deemed to have resigned and each of the Subsidiary Debtors
shall be merged with and into Polaroid. After the Effective Date and in
accord with the laws of the State of Delaware, Polaroid shall continue to
exist as Reorganized Polaroid for the limited purpose of distributing the
assets of the Debtors' estates to the various creditors of the Debtors. The
Designated Representative of the Plan Administrator (discussed below) shall
serve as the sole officer and sole director of Reorganized Polaroid. The Plan
contemplates that as soon as is practicable after the Plan Administrator
exhausts the assets of the Debtors' Estates by making the final distribution
of Cash and Stock under the Plan and the Plan Administration Agreement, the
Plan Administrator shall effectuate the dissolution of Reorganized Polaroid
in accordance with the laws of Delaware and shall cause its Designated
Representative to resign as the sole officer and director of Reorganized
Polaroid.

         The Plan contemplates entry of an order substantively consolidating
the Debtors' Estates and Chapter 11 Cases for the purposes of all actions
associated with confirmation and consummation of the Plan. On the
Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, (i)
all Intercompany Claims by, between and among the Debtors shall be
eliminated, (ii) all assets and liabilities of the Subsidiary Debtors shall
be merged or treated as if they were merged with the assets and liabilities
of Polaroid, (iii) any obligation of a Debtor and all guarantees thereof by
one or more of the other Debtors shall be deemed to be one obligation of
Polaroid, (iv) the Subsidiary Interests shall be cancelled, and (v) each
Claim filed or to be filed against any Debtor shall be deemed filed only
against Polaroid and shall be deemed a single Claim against and a single
obligation of Polaroid. On the Confirmation Date, and in accordance with the
terms of the Plan and the consolidation of the assets and liabilities of the
Debtors, all Claims based upon guarantees of collection, payment or
performance made by the Debtors as to the obligations of another Debtor shall
be released and of no further force and effect.

B.       Summary of Treatment of Claims and Interests Under the Plan

         As contemplated under the Bankruptcy Code, Administrative Claims and
Priority Tax Claims are not classified under the Plan. Under the Plan,
Allowed Administrative Claims are to be paid in full on the Effective Date.
See Article IV.D.1. for a summary of treatment proposed under the Plan for
Administrative Claims and Priority Tax Claims.

         The table below summarizes the classification and treatment of the
prepetition Claims and Interests under the Plan. For certain classes of
Claims, estimated percentage recoveries are also set forth. Estimated
recoveries have been estimated based upon a review by the Debtors' management
of the books and records of the Debtors. For certain classes of Claims, the
actual amounts of Allowed Claims could materially exceed or could be
materially less than the estimated amounts shown in the table that follows.
The Proponents do not anticipate having reviewed and analyzed all proofs of
claim filed in these cases by the Confirmation Date. Estimated Claim amounts
for each Class set forth below are based upon the Debtors' review of their
books and records, and includes estimates of a number of Claims that are
contingent, disputed and/or liquidated. Accordingly, for these reasons, no
representations can be or are made with respect to whether the estimated
percentage recoveries shown in the table below will actually be realized by
the Holders of Allowed Claims in any particular Class.

<TABLE>

Class Description                              Treatment under the Plan
<CAPTION>

<S>                                             <C>
Class 1 - Non-Tax Priority Claims              Class 1 consists of all Claims, other than
                                               Administrative Claims or Priority Tax Claims, that
                                               are entitled to priority in payment pursuant to
                                               section 507(a) of the Bankruptcy Code.

                                               On, or as soon as reasonably practicable after (i)
                                               the Distribution Date if such Non-Tax Priority Claim
                                               is an Allowed Non-Tax Priority Claim as of the
                                               Effective Date or (ii) the first Quarterly
                                               Distribution Date after the date such Non-Tax
                                               Priority Claim becomes an Allowed Non-Tax Priority
                                               Claim, each Holder of an Allowed Non-Tax Priority
                                               Claim shall receive in full satisfaction, settlement
                                               and release of and in exchange for such Allowed
                                               Non-Tax Priority Claim (A) Cash equal to the amount
                                               of such Allowed Non-Tax Priority Claim or (B) such
                                               other treatment as to which the Proponents or
                                               Reorganized Polaroid and the Holder of such Allowed
                                               Non-Tax Priority Claim have agreed upon in writing.
                                               Class 1 Claims are Unimpaired and therefore not
                                               entitled to vote on the Plan. Estimated percentage
                                               recovery: 100%.

Class 2 - Other Secured Claims                 Class 2 consists of Claims (other than Administrative
                                               Claims, Priority Tax Claims, or Non-Tax Priority
                                               Claims) that are secured by a lien on property in
                                               which a Debtor's Estate has an interest or that is
                                               subject to setoff under section 553 of the Bankruptcy
                                               Code, to the extent of the value of the Claim
                                               Holder's interest in the applicable Estate's interest
                                               in such property or to the extent of the amount
                                               subject to setoff, as applicable, as determined
                                               pursuant to section 506(a) of the Bankruptcy Code or,
                                               in the case of the setoff, pursuant to section 553 of
                                               the Bankruptcy Code.

Estimated Allowed Amount:                      On, or as soon as reasonably practicable after (i)
Approx.  $0                                    the Distribution Date if such Other Secured Claim is
                                               an Allowed Other Secured Claim as of the Effective
                                               Date, or (ii) the first Quarterly Distribution Date
                                               after the date such Other Secured Claim becomes an
                                               Allowed Other Secured Claim, each Holder of an
                                               Allowed Other Secured Claim shall receive in full
                                               satisfaction, settlement and release of and in
                                               exchange for such Allowed Other Secured Claim (A)
                                               Cash equal to the amount of such Allowed Other
                                               Secured Claim or (B) such other treatment as to which
                                               the Proponents or Reorganized Polaroid and the Holder
                                               of such Allowed Other Secured Claim have agreed upon
                                               in writing. Class 2 Claims are Unimpaired and
                                               therefore are not entitled to vote on the Plan.
                                               Estimated Percentage Recovery: 100%.

Class 3 - General Unsecured Claims             Class 3 consists of Claims that are not
                                               Administrative Claims, Priority Tax Claims, Non-Tax
                                               Priority Claims, Secured Claims, Other Secured
                                               Claims, Convenience Claims or Intercompany Claims.

Estimated Allowed Amount:                      On, or as soon as reasonably practicable after (i)
Approx. $1 billion - $1.3 billion              the Distribution Date if such General Unsecured Claim is
                                               an Allowed General Unsecured Claim as of the Effective
                                               Date or (ii) the first Quarterly Distribution Date after
                                               the date a Class 3 Claim becomes an Allowed Class 3 Claim,
                                               each Holder of an Allowed Class 3 Claim shall receive its
                                               Pro Rata share of the Initial Class 3 Distribution Amount.
                                               On each ensuing Quarterly Distribution Date, each Holder
                                               of an Allowed Class 3 Claim shall receive its Pro Rata
                                               share of the Quarterly Class 3 Distribution Amount.

                                               A Holder of an Allowed Class 3 General Unsecured
                                               Claim may also elect to make a Lump Sum Election as
                                               described in Section IV.D.3. herein and will be
                                               deemed to have made the Lump Sum Election unless such
                                               Holder appropriately marks its Ballot to the
                                               contrary.

                                               Class 3 Claims are Impaired and therefore are
                                               entitled to vote on the Plan. Estimated Percentage
                                               Recovery: 1.5% -3.5%.

Class 4 - Convenience Claims                   Class 4 consists of any Claim that would otherwise be
                                               classified as a Class 3 General Unsecured Claim, but
                                               is Allowed in an amount equal to or less than
                                               $25,000.00. On, or as soon as reasonably practicable
                                               after (a) the Distribution Date if such Convenience
                                               Claim is an Allowed Convenience Claim as of the
                                               Effective Date or (b) the first Quarterly
                                               Distribution Date after the date such Convenience
                                               Claim becomes an Allowed Convenience Claim, the
                                               Holder of an Allowed Convenience Claim shall receive
                                               its Pro Rata share of Cash in exchange for any Stock
                                               that would other wise have been distributed on
                                               account of such Allowed Convenience Claim.

                                               Class 4 Claims are Impaired and, therefore, are
                                               entitled to vote on the Plan. Estimated Percentage
                                               Recovery 1.5%-3.5%.

Class 5 - Intercompany Claims                  Class 5 consists of (a) any account reflecting
                                               intercompany book entries by one Debtor with respect
                                               to any other Debtor or (b) any Claim that is not
                                               reflected in such book entries and is held by a
                                               Debtor against any other Debtor.

                                               In connection with, and as a result of, the
                                               substantive consolidation of the Debtors' Estates and
                                               Chapter 11 Cases, on the Confirmation Date or such
                                               other date as may be set by an order of the
                                               Bankruptcy Court, but subject to the occurrence of
                                               the Effective Date, all Intercompany Claims shall be
                                               eliminated and the Holders of Class 5 Claims shall
                                               not be entitled to, and shall not, receive or retain
                                               any property or interest in property on account of
                                               such Claims. Class 5 Claims are Impaired and will
                                               receive no distribution under the Plan and are
                                               therefore deemed to reject the Plan and are not
                                               entitled to vote on the Plan. Estimated Percentage
                                               Recovery: 0%.

Class 6 - Polaroid Interests and
and Subordinated Claims                        Class 6 consists of collectively, the Old Common Stock,
                                               the Old Stock Options and all Subsidiary Interests,
                                               together with any other options, warrants, conversion
                                               rights, rights of first refusal or other rights,
                                               contractual or otherwise, to acquire or receive any Old
                                               Common Stock, Subsidiary Interests or other ownership
                                               interests in Polaroid, and any contracts, subscriptions,
                                               commitments or agreements pursuant to which the non-debtor
                                               party was or could have been entitled to receive shares,
                                               securities or other ownership interests in Polaroid and
                                               Subordinated Claims.

                                               On the Effective Date, the Old Common Stock and the
                                               Polaroid Interests shall be canceled and the Holders
                                               of Polaroid Interests and Subordinated Claims shall
                                               not be entitled to, and shall not, receive or retain
                                               any property or interest in property on account of
                                               such Polaroid Interests and Subordinated Claims.
                                               Class 6 Interests are Impaired and will receive no
                                               distribution under the Plan and are therefore deemed
                                               to reject the Plan and are not entitled to vote on
                                               the Plan. Estimated Percentage Recovery: 0%.
</TABLE>

<PAGE>

         ALTHOUGH THE PROPONENTS BELIEVE THAT THE ESTIMATED PERCENTAGE
RECOVERIES ARE REASONABLE AND WITHIN THE RANGE OF ASSUMED RECOVERY, THERE IS
NO ASSURANCE THAT THE ACTUAL AMOUNTS OF ALLOWED CLAIMS IN EACH CLASS WILL NOT
MATERIALLY EXCEED THE ESTIMATED AGGREGATE AMOUNTS SHOWN IN THE TABLE ABOVE.
The actual recoveries under the Plan by the Debtors' creditors will be
dependent upon a variety of factors including, but not limited to, whether,
and in what amount, contingent claims against the Debtors become
non-contingent and fixed and whether, and to what extent, Disputed Claims are
resolved in favor of the Debtors rather than the claimants. Accordingly, no
representation can be or is being made with respect to whether each Estimated
Percentage Recovery shown in the table above will be realized by the Holder of
an Allowed Claim or and Allowed Interest in any particular Class.

<PAGE>
<TABLE>
                                                     TABLE OF CONTENTS
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>                                                                                                              <C>
I.       INTRODUCTION.............................................................................................1
         A.       Definitions.....................................................................................1
         B.       Notice to Holders of Claims and Interests.......................................................1
         C.       Solicitation Package............................................................................2
         D.       General Voting Procedures, Ballots, and Voting Deadline.........................................2
         E.       Confirmation Hearing and Deadline for Objections to Confirmation................................3

II.      HISTORY OF THE DEBTORS AND COMMENCEMENT OF THE CHAPTER 11 CASES..........................................5
         A.       Description of the Company's Business Operations................................................5
         B.       Capital Structure of the Debtors................................................................5
         C.       Corporate Structure of the Company..............................................................6
                  1.   Board of Directors.........................................................................6
                  2.   Senior Officers............................................................................6

III.     THE CHAPTER 11 CASES.....................................................................................7
         A.       First Day Orders................................................................................7
         B.       Post-Petition Financing.........................................................................8
         C.       Appointment of Creditors' Committee and Retiree Committee.......................................8
         D.       Significant Events During the Chapter 11 Cases..................................................8
                  1.   Asset Sales................................................................................8
                  2.   Adequate Protection Payment................................................................8
                  3.   Retiree Settlement.........................................................................9
         E.       Sale of Substantially All of the Debtors' Assets................................................9
         F.       Summary of Claims Process and Bar Date.........................................................10
                  1.   Schedules of Statements and Financial Affairs.............................................10
                  2.   Claims Bar Date and Proofs of Claim.......................................................10
                  3.   Claims Objections and Claims Reconciliation...............................................10

IV.      SUMMARY OF THE PLAN.....................................................................................11
         A.       Overall Structure of the Plan..................................................................12
         B.       Substantive Consolidation......................................................................13
         C.       Rule 9019 Settlement and Compromise of Alleged Causes of Action with
                  Respect to Note Claims.........................................................................13
         D.       Classification and Treatment of Claims and Interests...........................................13
                  1.   Unclassified Classes of Claims............................................................14
                  2.   Unimpaired Classes of Claims..............................................................16
                  3.   Impaired Classes of Claims................................................................16
                  4.   Impaired Class of Interests...............................................................18
         E.       Distributions Under the Plan...................................................................19
                  1.   Distributions for Claims Allowed as of the Effective Date.................................19
                  2.   Interest on Claims........................................................................21
                  3.   Distributions by Reorganized Polaroid.....................................................21
                  4.   Allocation of Plan Distributions Between Principal and Interest...........................21
                  5.   Means of Cash Payment.....................................................................21
                  6.   Withholding and Reporting Requirements....................................................21
                  7.   Setoffs...................................................................................21
                  8.   Procedures for Resolving Disputed, Contingent and Unliquidated Claims.....................22
         F.       Means for Implementation of the Plan...........................................................23
                  1.   Merger of Subsidiary Debtors into Polaroid................................................23
                  2.   Continued Corporate Existence; Dissolution of Reorganized Polaroid........................24
                  3.   Certificate of Incorporation and By-laws..................................................24
                  4.   Ownership of New Common Stock; Directors and Officers; Effectuating Documents;
                       Further Transactions......................................................................24
                  5.   Cancellation of Securities, Instruments and Agreements
                       Evidencing Claims and Interests...........................................................25
                  6.   No Revesting of Assets....................................................................25
                  7.   Preservation of Rights of Action; Settlement of Litigation Claims.........................25
                  8.   Creditors' Committee and Plan Committee...................................................26
                  9.   Sources of Cash for Plan Distributions....................................................27
                  10.  Sources of Stock for Plan Distributions...................................................27
                  11.  Applicability of Bankruptcy Code Sections 1145 and 1125(e)................................27
                  12.  Release of Liens..........................................................................28
                  13.  Exemption from Certain Transfer Taxes.....................................................28
                  14.  Estate Costs..............................................................................28
                  15.  Payment of Estate Costs...................................................................28
         G.       The Plan Administrator.........................................................................30
                  1.   Appointment...............................................................................30
                  2.   Rights, Powers and Duties of Reorganized Polaroid and the Plan Administrator..............30
                  3.   Compensation of the Plan Administrator....................................................31
                  4.   Indemnification...........................................................................31
                  5.   Insurance.................................................................................32
                  6.   Authority to Object to Claims and Interests and to Settle Disputed Claims.................32
         H.       Other Matters..................................................................................33
                  1.   Treatment of Executory Contracts and Unexpired Leases.....................................33
                  2.   Bar Dates for Certain Claims..............................................................35
                  3.   Tax Reporting and Compliance..............................................................36
                  4.   Payment of Statutory Fees.................................................................36
         I.       Retention of Jurisdiction......................................................................37
         J.       Confirmation and Consummation of the Plan......................................................39
                  1. Confirmation Date...........................................................................39
                  2. Waiver of Conditions........................................................................39
                  3. Consequences of Non-Occurrence of Effective Date............................................39
         K.       EFFECT OF PLAN CONFIRMATION....................................................................40
                  1.   Binding Effect............................................................................40
                  2.   Releases..................................................................................40
                  3.   Discharge of Claims and Termination of Interests..........................................42
                  4.   Exculpation and Limitation of Liability...................................................42
                  5.   Injunction................................................................................42
                  6.   Term of Bankruptcy Injunction or Stays....................................................43

V. RISK FACTORS TO BE CONSIDERED.................................................................................43

VI.      CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.....................................................43
         A.       Tax Consequences to Holders of Claims..........................................................44
         B.       Information Reporting and Backup Withholding...................................................45
         C.       Importance of Obtaining Professional Tax Assistance............................................45

VII.     CONFIRMATION OF THE PLAN................................................................................45
         A.       Acceptance of the Plan.........................................................................46
         B.       Feasibility....................................................................................46
         C.       Best Interests Test............................................................................46
         D.       Application of the "Best Interests" Test to the Liquidation Analysis and the Valuation.........47
         E.       Alternatives to Confirmation and Consummation of the Plan......................................48

VIII.    VOTING REQUIREMENTS.....................................................................................48
         A.       Parties in Interest Entitled to Vote...........................................................48
         B.       Impaired Classes of Claims or Interests Under the Plan.........................................49

IX.      SECURITIES LAW ISSUES...................................................................................49
         A.       Section 1145 of the Bankruptcy Code............................................................49
         B.       Registration...................................................................................49

X.       RECOMMENDATION AND CONCLUSION...........................................................................52

</TABLE>
<PAGE>


                                  APPENDIX

APPENDIX A     AMENDED JOINT PLAN OF REORGANIZATION OF PRIMARY PDC, INC.
               (F/K/A POLAROID CORPORATION) AND ITS DEBTOR SUBSIDIARIES AND
               THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS



<PAGE>

                               I. INTRODUCTION

          The Proponents submit this Disclosure Statement for use in the
solicitation of votes on the Plan, a copy of which is attached as Appendix A
hereto.

          This Disclosure Statement sets forth certain information regarding
the Debtors' pre-petition history and significant events that have occurred
during the Debtors' Chapter 11 cases. This Disclosure Statement also describes
the Plan, alternatives to the Plan, effects of confirmation of the Plan, and
the manner in which distributions will be made under the Plan. In addition,
this Disclosure Statement discusses the confirmation process and the voting
procedures that Holders of Claims and Interests must follow for their votes to
be counted.

          FOR A DESCRIPTION OF THE PLAN AS IT RELATES TO HOLDERS OF CLAIMS
AGAINST AND INTERESTS IN THE DEBTORS, PLEASE SEE ARTICLE IV - "SUMMARY OF THE
PLAN."

          THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS
OF THE PLAN, STATUTORY PROVISIONS, DOCUMENTS RELATED TO THE PLAN, EVENTS IN
THE DEBTORS' CHAPTER 11 CASES, AND FINANCIAL INFORMATION. ALTHOUGH THE
PROPONENTS BELIEVE THAT THE PLAN AND RELATED DOCUMENT SUMMARIES ARE FAIR AND
ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET
FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL
INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE
DEBTORS' MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE PROPONENTS
ARE UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN,
INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY INACCURACY OR OMISSION.

          NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY FACT
OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY NONBANKRUPTCY PROCEEDING
INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON
THE TAX OR OTHER LEGAL EFFECTS OF THE DEBTORS' LIQUIDATION OR PLAN AS TO
HOLDERS OF CLAIMS OR INTERESTS. YOU SHOULD CONSULT YOUR PERSONAL COUNSEL OR
TAX ADVISOR ON ANY QUESTIONS OR CONCERNS REGARDING TAX OR OTHER LEGAL
CONSEQUENCES OF THE PLAN.

A.     Definitions

          Unless otherwise defined, capitalized terms used in this Disclosure
Statement have the meanings ascribed to them in the Plan.

B.     Notice to Holders of Claims and Interests

          This Disclosure Statement is being transmitted to certain Holders of
Claims for the purpose of soliciting votes on the Plan. The primary purpose of
this Disclosure Statement is to provide adequate information to enable the
Holder of a Claim against the Debtors to make a reasonably informed decision
with respect to the Plan prior to exercising its right to vote to accept or to
reject the Plan.

          On February __, 2003, the Court approved this Disclosure Statement
as containing information of a kind and in sufficient detail adequate to
enable the Holders of Claims against the Debtors entitled to vote on the Plan
to make an informed judgment about the Plan. THE COURT'S APPROVAL OF THIS
DISCLOSURE STATEMENT CONSTITUTES NEITHER A GUARANTY OF THE ACCURACY OR
COMPLETENESS OF THE INFORMATION CONTAINED HEREIN, NOR AN ENDORSEMENT OF THE
PLAN BY THE COURT.

          WHEN AND IF CONFIRMED BY THE COURT, THE PLAN WILL BIND ALL HOLDERS
OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS, WHETHER OR NOT THEY ARE
ENTITLED TO VOTE OR DID VOTE ON THE PLAN AND WHETHER OR NOT THEY RECEIVE OR
RETAIN ANY DISTRIBUTIONS OR PROPERTY UNDER THE PLAN. THUS, YOU ARE ENCOURAGED
TO READ THE PLAN AND THIS DISCLOSURE STATEMENT CAREFULLY. IN PARTICULAR,
HOLDERS OF IMPAIRED CLAIMS WHO ARE ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED
TO READ THIS DISCLOSURE STATEMENT, THE PLAN, AND THE EXHIBITS TO THE PLAN
CAREFULLY AND IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR TO REJECT THE PLAN.
This Disclosure Statement contains important information about the Plan,
considerations pertinent to acceptance or rejection of the Plan, and
developments concerning the Chapter 11 Cases.

          THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT AUTHORIZED BY THE
COURT TO BE USED IN CONNECTION WITH THE SOLICITATION OF VOTES ON THE PLAN. No
solicitation of votes may be made until distribution of this Disclosure
Statement, and no person has been authorized to distribute any information
concerning the Debtors other than the information contained herein.

C.      Solicitation Package

          Accompanying this Disclosure Statement are copies of (i) the Plan
(Appendix A hereto); (ii) the notice of, among other things, the time for
submitting Ballots to accept or reject the Plan, the date, time and place of
the hearing to consider confirmation of the Plan and related matters, and the
time for filing objections to confirmation of the Plan (the "Confirmation
Hearing Notice"); and (iii) if you are entitled to vote, one or more Ballots
(and return envelopes) to be used by you in voting to accept or to reject the
Plan. If you did not receive a Ballot in your package and believe that you
should have, please contact the Voting Agent named below at the address or
telephone number set forth in the next subsection.

D.     General Voting Procedures, Ballots, and Voting Deadline

          After carefully reviewing the Plan, this Disclosure Statement, and
(if you are entitled to vote) the detailed instructions accompanying your
Ballot, please indicate your acceptance or rejection of the Plan by checking
the appropriate box on the enclosed Ballot. Please complete and sign your
original Ballot (copies will not be accepted) and return it in the envelope
provided so that it is RECEIVED by the Voting Deadline (as defined below).

          Each Ballot has been coded to reflect the Class of Claims it
represents. Accordingly, in voting to accept or reject the Plan, you must use
only the coded Ballot or Ballots sent to you with this Disclosure Statement.
If you believe you received the wrong Ballot, please contact the voting agent
named below at the address or telephone number set forth in the next
subsection.

          IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY
COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS
ACCOMPANYING THE BALLOT AND RECEIVED NO LATER THAN _________ __, 2003 AT 4:00
P.M. PREVAILING EASTERN TIME (THE "VOTING DEADLINE") BY DONLIN RECANO & CO.,
INC., 419 PARK AVENUE, NEW YORK, NY 10016 (THE "VOTING AGENT"). BALLOTS
RECEIVED AFTER SUCH TIME WILL NOT BE COUNTED.

          If you have any questions about the procedure for voting your Claim
or with respect to the packet of materials that you have received, please
contact the Voting Agent at the following address and phone number:

                           Donlin Recano & Co., Inc.
                           419 Park Avenue
                           New York, New York 10016
                           (212) 481-1411

          If you wish to obtain, at your own expense unless otherwise
specifically required by Bankruptcy Rule 3017(d), an additional copy of the
Plan, this Disclosure Statement, or any exhibits to such documents, please
contact the Voting Agent.

E.     Confirmation Hearing and Deadline for Objections to Confirmation

          Pursuant to Bankruptcy Code section 1128 and Bankruptcy Rule 3017(c)
the Court has scheduled a hearing on confirmation of the Plan (the
"Confirmation Hearing") to commence on ______ __, 2003 at __:00 a.m.,
prevailing Eastern Time, before the Honorable Peter J. Walsh, Chief United
States Bankruptcy Court Judge in the United States Bankruptcy Court for the
District of Delaware, Sixth Floor, 824 Market Street, Wilmington, Delaware
19801. The Court has directed that objections, if any, to confirmation of the
Plan must be filed with the clerk of the Bankruptcy Court and served so that
they are RECEIVED on or before ________ __, 2003, at __:00 p.m. prevailing
Eastern Time by:

                           Counsel to the Debtors:

                           SKADDEN, ARPS, SLATE, MEAGHER
                             & FLOM LLP
                           One Rodney Square
                           P.O. Box 636
                           Wilmington, Delaware 19899-0636
                           Attn:    Gregg M. Galardi, Esq.
                                    Eric M. Davis, Esq.

                                    -and-

                           SKADDEN, ARPS, SLATE, MEAGHER
                             & FLOM (Illinois)
                           333 West Wacker Drive
                           Suite 2100
                           Chicago, Illinois 60657
                           Attn:    Eric W. Kaup, Esq.

                           Counsel to the Agent for the Secured Lenders:

                           DAVIS POLK & WARDWELL
                           450 Lexington Avenue
                           New York, New York 10017
                           Attn: Marshall Huebner, Esq.

                                    -and-

                           MORRIS NICHOLS ARSHT & TUNNELL
                           1201 North Market Street
                           P.O. Box 1347
                           Wilmington, Delaware 19899-1347
                           Attn: William Sudell, Esq.

                           Counsel to the Creditors' Committee:

                          AKIN GUMP STRAUSS HAUER & FELD LLP
                           590 Madison Avenue
                           New York, New York 10022
                           Attn:    Fred S. Hodara, Esq.

                                    -and-

                           YOUNG CONAWAY STARGATT & TAYLOR LLP
                           The Brandywine Building
                           1000 West Street, 17th Floor
                           Wilmington, Delaware 19899
                           Attn:    Brendan Shannon, Esq.

                           United States Trustee:

                           OFFICE OF THE UNITED STATES TRUSTEE
                           844 North King Street
                           Wilmington, Delaware 19801
                           Attn:  Mark Kenney, Esq.

                           Counsel to Polaroid Corporation
                           f/k/a OEP Imaging Corporation:

                           DECHERT
                           30 Rockefeller Plaza
                           New York, NY 10112
                           Attn: Joel H. Levitin, Esq.

          The Confirmation Hearing may be adjourned from time to time by the
Court without further notice except for the announcement of the adjournment at
the Confirmation Hearing or at any subsequent adjourned Confirmation Hearing.

              II. HISTORY OF THE DEBTORS AND COMMENCEMENT OF THE
                               CHAPTER 11 CASES

A.     Description of the Company's Business Operations

          As of the Petition Date, the Debtors and their non-debtor
subsidiaries and affiliates were the leading instant imaging company in the
world and the only manufacturer of traditional silver-halide, or
chemical-based, instant cameras and film in the United States. Polaroid's
principal products were instant film, instant and digital cameras, digital
peripherals and secure identification systems with software and system
solutions. In addition, the Debtors designed, developed, manufactured and/or
marketed hardware accessories for the instant imaging market, conventional
35mm cameras and film.

B.     Capital Structure of the Debtors

          As of the Petition Date, there were approximately 47,036,000 issued
and outstanding shares of common stock of Polaroid.

          As of the Petition Date, Polaroid was a party to an Amended and
Restated Credit Agreement dated as of December 11, 1998 (as amended, the
"Pre-Petition Credit Agreement") with the lenders signatory thereto and Morgan
Guaranty Trust Company of New York (the "Pre-Petition Agent"), as
administrative and collateral agent, and BankBoston, N.A. as Co-Agent. The
obligations under the Pre-Petition Credit Agreement were guaranteed by certain
subsidiaries of Polaroid Corporation, all of which are debtors in these
Chapter 11 Cases.

          As of the Petition Date, the Debtors owed approximately $333,000,000
in respect of revolving loans made and letters of credit issued under the
Pre-Petition Credit Agreement plus interest thereon and fees and expenses
incurred in connection therewith. Under the Pre-Petition Credit Agreement,
Polaroid granted a security interest to the Secured Lenders in substantially
all of Polaroid's domestic personal property, accounts receivable and real
estate. As described below, the claims of the Secured Lenders under the
Pre-Petition Credit Agreement have been deemed satisfied and paid in full.

          Under that certain Indenture dated January 9, 1997, Polaroid issued
$150 million in principal amount of 6 3/4 % Notes due January 15, 2002 (the
"2002 Notes") and $150 million in principal amount of 7 1/4 % Notes due
January 15, 2007 (the "2007 Notes"). Under that certain First Supplemental
Indenture dated as of February 17, 1999, Polaroid issued $275 million of 11
1/2 % Notes due February 15, 2006 (the "2006 Notes" and, together, with the
2002 Notes and the 2007 Notes, the "Notes"). Within ninety (90) days of the
Petition Date, Polaroid granted to the Holders of the Notes a security
interest in certain real property owned by Polaroid.

C.     Corporate Structure of the Company

          1.   Board of Directors

          The current Board of Directors of Polaroid is composed of:

      John W. Loose                   Chairman, Polaroid Corporation

      Stephen Bernazzani              Senior Engineer, Polaroid Corporation

      Stephen P. Kaufman              Chairman, Arrow Electronics

      Albin F. Moschner               President and Chief Executive Officer,
                                      OnePoint Services, LLC

      Alfred Poe                      Chief Executive Officer and President,
                                      Testamints, Inc. and Superior Nutrition
                                      Corporation

      Dr. Ralph Z. Sorenson           Managing General Partner, Sorenson
                                      Limited Partnership and Professor
                                      Emeritus, University of Colorado

      Carole F. St. Mark              President, Growth Management, LLC

      Bernee D.L. Strom               President and Chief Executive Officer,
                                      The Strom Group

      Alfred M. Zeien                 Retired Chairman and Chief Executive
                                      Officer, The Gillette Company

      Gary DiCamillo                  President and Chief Executive Officer of
                                      TAC Worldwide Companies

          2.   Senior Officers

          The current officers of Polaroid are:

      Kevin Pond                      President and Secretary

      Benjamin Byrd                   Executive Vice President and Treasurer


                          III. THE CHAPTER 11 CASES

          On October 12, 2001 (the "Petition Date"), each of the Debtors filed
a voluntary petition for relief under chapter 11 of the Bankruptcy Code. At
that point, all actions and proceedings against the Debtors and all acts to
obtain property from the Debtors were stayed under Bankruptcy Code section
362. The Debtors have continued to operate their businesses and manage their
properties as debtors-in-possession pursuant to Bankruptcy Code sections
1107(a) and 1108. The Court has jointly administered the Debtors' bankruptcy
cases for procedural purposes only.

A.     First Day Orders

          On the first day of the Chapter 11 Cases, the Debtors filed several
motions seeking certain relief by virtue of so-called "first day orders." The
first day orders facilitated the transition between the Debtors' prepetition
and postpetition business operations by approving certain regular business
practices that may not be specifically authorized under the Bankruptcy Code or
as to which the Bankruptcy Code requires prior court approval.

          The first day orders in the Chapter 11 Cases authorized, among other
things:

          o    the employment and compensation of professionals utilized by
               the Debtors in the ordinary course of business;

          o    the retention of bankruptcy-related professionals and
               establishment of payment procedures for such professionals;

          o    the continued maintenance of the Debtors' bank accounts,
               continued use of existing business forms and continued use of
               the Debtors' existing cash management system;

          o    payments to employees of accrued prepetition wages, salaries
               and benefits;

          o    continued utility service during the pendency of the Chapter 11
               Cases;

          o    payment of prepetition sales, use and other taxes;

          o    payment of certain prepetition shipping charges;

          o    postpetition financing and use of cash collateral;

          o    payment of prepetition claims of critical trade vendors;

          o    confirmation that the Debtors' undisputed obligations arising
               from postpetition delivery of goods will have administrative
               expense priority status, administrative expense treatment for
               certain Holders of valid reclamation claims, and authority to
               pay certain expenses in the ordinary course of business; and

          o    joint administration of each of the Debtors' bankruptcy cases.

B.      Post-Petition Financing

          On October 12, 2001, the Debtors entered into the DIP Credit
Agreement, which provided the Debtors with up to $50 million in postpetition
financing. The Debtors, however, never borrowed under the DIP Credit
Agreement. On or about July 30, 2002, the Debtors terminated the DIP Credit
Agreement.

C.      Appointment of Creditors' Committee and Retiree Committee

          On October 23, 2001, the Office of the United States Trustee
appointed an Official Committee of Unsecured Creditors (the "Creditors'
Committee") in these cases. On January 15, 2002, the United States Trustee
appointed an official retirees committee (the "Retiree Committee"). No trustee
or examiner has been appointed in any of these cases.

D.      Significant Events During the Chapter 11 Cases

          1. Asset Sales

          On October 15, 2001, the Court approved certain bidding procedures
in connection with the Debtors' sale of its large-format government
identification business. After an auction commencing on November 30, 2001,
Digimarc Corporation submitted the highest and best bid for substantially all
of the assets of Polaroid's subsidiary, Polaroid I.D. Systems, Inc. At a
hearing on December 3, 2002, the Court approved the sale of substantially all
of the assets of Polaroid I.D. Systems, Inc. to Digimarc Corporation for
approximately $56.5 million. Pursuant to the Bankruptcy Court's order
approving post-petition financing and use of cash collateral, the proceeds of
the sale (net of certain expenses) were paid over to the Secured Lenders.

          In March, 2002, the Debtors completed a sale of a software business
run by Polaroid Digital Solutions, Inc., a subsidiary of Polaroid, to Appareo
Software, Inc. for approximately $4.75 million. These proceeds (net of certain
expenses) were likewise paid to the Secured Lenders on account of their
security interest in the assets sold.

          The Debtors also completed other, non-ordinary course sales,
including the disposition of Polaroid's interest in a limited liability
company, the sale of certain transducer inventory and the sale of certain
intellectual property associated with the Debtors' biotemetrics business. The
proceeds of these sales (net of certain expenses) were also paid to the
Secured Lenders on account of their security interest in the assets sold.

          2. Adequate Protection Payment

          On May 6, 2002, the Court approved that certain Stipulation and
Settlement, Inter Alia, Providing Supplemental Adequate Protection To
Pre-Petition Lenders (the "Adequate Protection Stipulation"). Pursuant to the
Adequate Protection Stipulation, the Debtors made a one-time adequate
protection payment of $20 million to the Secured Lenders. In addition,
commencing on May 30, 2002, under the Adequate Protection Stipulation, the
Debtors were required to make additional adequate protection payments of $1.5
million to the Secured Lenders on the 30th day of each month following.
Pursuant to the terms of the Sale Order (defined below), however, the Adequate
Protection Stipulation was modified to relieve the Debtors of their obligation
to make monthly adequate protection payments from June 30, 2002 forward.

          3. Retiree Settlement

          On March 15, 2002, the Retiree Committee filed a motion seeking (i)
reinstatement of the Polaroid Retiree Health Plan and (ii) authorization for
the Retiree Committee to serve as the authorized representative pursuant to
section 1114(d) of the Bankruptcy Code or, in the alternative, (x) an increase
in the previously agreed cap on fees and expenses of the Retiree Committee and
(y) expansion of the scope of the Retiree Committee's authorized investigation
(the "Retiree Motion"). On August 29, 2002, the Court approved a settlement
(the "Retiree Settlement") of the Retiree Motion, which settlement provided
for the payment of $650,000 to the professionals retained by the Retiree
Committee and the payment of $100,000 on account of the self-insured retention
and/or deductible under certain fiduciary insurance of the Debtors. Under the
Retiree Settlement, the Retiree Committee and its constituents released the
Debtors and other parties-in-interest from certain claims, including claims
arising out of the modification or termination of any of the Debtors' retiree
benefits. Under the Retiree Settlement, the Retiree Committee may bring
certain other claims, provided, that, the Retiree Committee shall enforce any
judgment only against the Debtors' fiduciary insurance policies.

E.      Sale of Substantially All of the Debtors' Assets

          On April 18, 2002, the Debtors entered into an asset purchase
agreement (the "Agreement") with OEP Imaging Corporation ("OEP"). Pursuant to
the Agreement, OEP agreed to purchase substantially all of the Debtors' assets
for $264.0 million in cash. OEP also agreed to assume certain liabilities of
the Debtors and assume certain executory contracts and unexpired leases.

          In order to implement the Agreement, on April 18, 2002, the Debtors
filed a Motion for Order (I) Approving (A) Asset Purchase Agreement for Sale
Of Substantially all of the Assets of the Debtors, (B) Bidding Procedures in
Connection with the Sale and (C) Termination Fee in Connection Therewith, (II)
Authorizing Sale of Assets Free and Clear of Liens, Encumbrances, and
Interests, (III) Determining that Such Sale is Exempt from Any Stamp,
Transfer, Recording, or Similar Tax, (IV) Authorizing the Rejection or
Assumption and Assignment of Certain Executory Contracts and Unexpired Leases,
and (V) Granting Related Relief (the "Sale Motion"). Through the Sale Motion,
the Debtors sought to sell substantially all of their assets to OEP or another
bidder submitting a higher or better bid acceptable to the Debtors. On May 6,
2002, the Court approved the Sale Motion and in so doing, approved certain
bidding procedures (the "Bidding Procedures"). The Agreement was subject to
higher and better offers and pursuant to the Bidding Procedures, any such
higher and better offers were to be submitted to the Debtors in the form of
bids, which bids were due on June 25, 2002. The Debtors received another bid
and accordingly conducted an auction which commenced on June 26, 2002.

          At the auction, a bid submitted by OEP was accepted as the highest
and best offer for substantially all of the Debtors' assets. At a hearing held
on June 28, 2002, the Court approved the sale of substantially all of the
Debtors' assets to OEP and on July 3, 2002, the Court signed an order (the
"Sale Order") approving that certain Second Amended and Restated Asset
Purchase Agreement by and among OEP and Polaroid and the Polaroid Subsidiaries
Identified therein, dated as of July 3, 2002 (the "Amended and Restated
Agreement"). Pursuant to the Sale Order, the Debtors were authorized to pay
$50 million to the Secured Lenders on account of their secured claims prior to
the closing of the proposed transactions.

          On July 31, 2002, the Debtors closed the transactions contemplated
under the Amended and Restated Agreement. Under the Asset Purchase Agreement,
on the closing date, the Debtors received approximately $197 million and the
Stock (valued at approximately $32.3 million, in the aggregate, at closing,
which amount is based on the equity value implied by the sale) and the
Purchaser assumed certain liabilities of the Debtors in exchange for the
transfer of substantially all of the Debtors' assets. Pursuant to the terms of
the Sale Order, on the date that the Amended and Restated Agreement was
closed, the Debtors paid $178 to the Secured Lenders in satisfaction of any
and all claims arising out of the Pre-Petition Credit Agreement. On account of
that payment and the other payments to the Secured Lenders throughout the
Chapter 11 Cases, all claims of the Secured Lenders under the Pre-Petition
Credit Agreement have been deemed paid in full and no further payment to the
Pre-Petition Lenders under the Pre-Petition Credit Agreement is required of
the Debtors.

F.      Summary of Claims Process and Bar Date

          1. Schedules of Statements and Financial Affairs

          The Debtors filed their Schedules of Assets and Liabilities and
Statements of Financial Affairs (collectively, the "Schedules and Statements")
with the Bankruptcy Court on December 17, 2001. Among other things, the
Schedules and Statements set forth the Claims of known creditors against the
Debtors as of the Petition Date, based upon the Debtors' books and records.
The Schedules and Statements were filed on a consolidated basis.

          2. Claims Bar Date and Proofs of Claim

          On March 22, 2002, the Court established the deadline for filing
proofs of claim, including proofs of claim by governmental units, against the
Debtors (the "Bar Date") as May 31, 2002.

          3. Claims Objections and Claims Reconciliation

          As per the terms of the Sale Order, prior to the consummation of the
Plan, (x) the Creditors' Committee shall be primarily responsible for the
reconciliation and allowance of General Unsecured Claims, provided that the
Creditors' Committee shall consult in good faith with the Debtors and the
Purchaser with respect to such reconciliation and allowance, and (y) the
Debtors shall be primarily responsible for the reconciliation, allowance and
payment of Administrative Claims, priority Claims and Other Secured Claims,
provided however, that the Debtors shall consult in good faith with the
Creditors' Committee, the Purchaser and the Pre-Petition Agent with respect to
the reconciliation and allowance of Administrative Claims and priority Claims.

          The Proponents have begun reviewing, analyzing, objecting to and
resolving Claims on an ongoing basis as part of the Claims reconciliation
process, and anticipate that additional omnibus and individual Claims
objections will be filed in the near future, including in advance of the
deadline for Holders of Claims to return Ballots accepting or rejecting the
Plan, and that the effect of certain objections could be to prohibit certain
Claim Holders from voting absent the Bankruptcy Court's temporary allowance of
such Claims for voting purposes.

          As a result of the Claims reconciliation process, the Proponents
will reconcile the amount and classification of outstanding Claims and assert
and prosecute objections to Claims. In addition, the Proponents will, among
other things, identify Claims or categories of Claims for future resolution
and identify existing or potential claims disputes.

          Through these various activities, the Proponents will develop
estimates of Allowed Claims and Interests in each Class established under the
Plan. The Proponents will prepare these estimates based primarily on the
following: (a) the expected outcome of Claim reconciliations and Claim
objections, (b) projections based on anticipated future Claim reconciliations
and Claim objections, (c) comparison of asserted Claims against the Debtors'
books and records, (d) the Debtors' experience in reconciling Claims prior to
and following the commencement of the Chapter 11 Cases, (e) the historical
experience of the Proponents' professionals in other chapter 11 cases, (f) an
analysis of the litigation risks associated with Disputed Claims, and (g)
other legal and factual analyses unique to particular types of Claims.

          After consummation of the Plan, the Plan Administrator shall be
primarily responsible for the Claims reconciliation process with respect to
the allowance and payment of all Claims, provided that, the Plan Administrator
shall consult, in good faith, with the Purchaser and Pre-Petition Agent
(except that the Plan Administrator need not consult with the Pre-Petition
Agent with respect to General Unsecured Claims, Convenience Claims or Other
Secured Claims) with respect to such reconciliation, allowance and payment.

          Notwithstanding the ongoing Claims reconciliation process, the
actual ultimate aggregate amount of Allowed Claims may differ significantly
from the estimates set forth in Article II, "Overview of the Plan".
Accordingly, the amount of the Pro Rata distribution that will ultimately be
received by any particular Holder of an Allowed Claim may be adversely
affected by the outcome of the Claims resolution process.

                           IV. SUMMARY OF THE PLAN

          THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND MEANS FOR
IMPLEMENTATION OF THE PLAN, AND OF THE CLASSIFICATION AND TREATMENT OF CLAIMS
AND INTERESTS UNDER THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE PLAN, WHICH IS ATTACHED TO THIS DISCLOSURE STATEMENT AS APPENDIX A.

          THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE
SUMMARIES OF THE PROVISIONS CONTAINED IN THE PLAN AND IN DOCUMENTS REFERRED TO
THEREIN. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT
TO BE PRECISE OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE
PLAN OR DOCUMENTS REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE PLAN AND
TO SUCH DOCUMENTS FOR THE FULL AND COMPLETE STATEMENTS OF SUCH TERMS AND
PROVISIONS.

          THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN CONTROL THE
ACTUAL TREATMENT OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS UNDER THE PLAN
AND WILL, ON THE EFFECTIVE DATE, BE BINDING UPON ALL HOLDERS OF CLAIMS AGAINST
AND INTERESTS IN THE DEBTORS AND THEIR ESTATES, REORGANIZED POLAROID, THE PLAN
ADMINISTRATION AGREEMENT AND OTHER PARTIES IN INTEREST. IN THE EVENT OF ANY
CONFLICT BETWEEN THIS DISCLOSURE STATEMENT, ON THE ONE HAND, AND THE PLAN, THE
PLAN ADMINISTRATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, ON THE OTHER
HAND, THE TERMS OF THE PLAN, THE PLAN ADMINISTRATION AGREEMENT AND SUCH OTHER
OPERATIVE DOCUMENT ARE CONTROLLING.

A.     Overall Structure of the Plan

          The Plan contemplates and proposes the substantive consolidation of
the Debtors' Estates and Chapter 11 Cases for the purposes of all actions
associated with confirmation and consummation of the Plan. On the Confirmation
Date or such other date as may be set be an order of the Bankruptcy Court, but
subject to the Effective Date, (i) all Intercompany Claims by, between and
among the Debtors will be eliminated, (ii) all assets and liabilities of the
Subsidiary Debtors will be merged or treated as if they were merged with the
assets and liabilities of Polaroid, (iii) any obligation of a Debtor and all
guarantees of one or more of the other Debtors will be deemed to be one
obligation of Polaroid, (iv) the Subsidiary Interests will be cancelled, and
(v) each Claim filed or to be filed against any Debtor will be deemed filed
only against Polaroid and will be deemed a singly Claim against and a simple
obligation of Polaroid.

          Polaroid will continue to exist as Reorganized Polaroid after the
Effective Date in accordance with the laws of the State of Delaware and
pursuant to the certificate of incorporation and by-laws are amended under the
Plan, for the limited purpose of distributing all of the assets of the
Debtors' Estates. The Plan Administrator will exercise all of the rights,
powers and duties necessary to carry out the obligations under the Plan. As
soon as practicable after the Plan Administrator exhausts the assets of the
Debtors' Estates by making the final distribution of Cash and Stock under the
Plan and the Plan Administration Agreement, the Plan Administrator will
effectuate the dissolution of Reorganized Polaroid in accordance with
applicable law and will cause its Designated Representative to resign as the
sole director and officer of Reorganized Polaroid.

B.     Substantive Consolidation

          The Plan contemplates and is predicated upon entry of an order
substantively consolidating the Debtors' Estates and Chapter 11 Cases for the
purposes of all actions associated with confirmation and consummation of the
Plan. On the Confirmation Date or such other date as may be set by an order of
the Bankruptcy Court, but subject to the occurrence of the Effective Date, (i)
all Intercompany Claims by, between and among the Debtors shall be eliminated,
(ii) all assets and liabilities of the Subsidiary Debtors shall be merged or
treated as if they were merged with the assets and liabilities of Polaroid,
(iii) any obligation of a Debtor and all guarantees thereof by one or more of
the other Debtors shall be deemed to be one obligation of Polaroid, (iv) the
Subsidiary Interests shall be cancelled, and (v) each Claim filed or to be
filed against any Debtor shall be deemed filed only against Polaroid and shall
be deemed a single Claim against and a single obligation of Polaroid. On the
Confirmation Date, and in accordance with the terms of the Plan and the
consolidation of the assets and liabilities of the Debtors, all Claims based
upon guarantees of collection, payment or performance made by the Debtors as
to the obligations of another Debtor shall be released and of no further force
and effect.

C.      Rule 9019 Settlement and Compromise of Alleged Causes of Action
        with Respect to Note Claims.

          The Debtors and the Creditors' Committee have raised certain issues
regarding the validity of the security interests granted by the Debtors to the
Holders of the Notes within ninety (90) days of the Petition Date.
Specifically, the Debtors and the Creditors' Committee have asserted that such
security interests are avoidable under the Bankruptcy Code as preferential
transfers and/or fraudulent conveyances. The Indenture Trustee has agreed not
to dispute these assertions in order to reach the compromise and settlement
described in the Plan. Accordingly, the provisions of the Plan shall
constitute a good faith compromise and settlement of the potential avoidance
actions or other disputes that could have been brought by the Debtors, any
Holder of a General Unsecured Claim or any other party in interest, against
the Indenture Trustee or any Holder of a Note Claim in respect of any security
interest granted to the Holders of the Notes (the "Note Avoidance Actions")
whether or not such Note Avoidance Actions have been actually commenced as of
the Effective Date. In addition, the Plan shall be approved by the Bankruptcy
Court as a settlement of all Note Avoidance Actions and disputes between the
Holders of General Unsecured Claims, the Debtors and the Holders of Note
Claims with respect thereto. Entry of the Confirmation Order shall constitute
the Bankruptcy Court's approval of this settlement pursuant to Bankruptcy Rule
9019 and its finding that this is a good faith settlement pursuant to
applicable state and federal laws, given and made after due notice and
opportunity for hearing, and shall bar any other causes of action related to
the Note Avoidance Actions or any claims or causes of action against any party
including without limitation, the Holders of the Notes and the Indenture
Trustee, in respect of the granting of the security interests or the avoidance
thereof by any Holder of a General Unsecured Claim, the Debtors or any other
party in interest. Accordingly, pursuant to the Plan, the Note Claims shall be
deemed unsecured Claims and the Holders of Note Claims will be treated as
Holders of General Unsecured Claims.

D.     Classification and Treatment of Claims and Interests

          Bankruptcy Code section 1122 requires that a plan of reorganization
classify the claims of a debtor's creditors and the interests of its equity
Holders. The Bankruptcy Code also provides that, except for certain claims
classified for administrative convenience, a plan of reorganization may place
a claim of a creditor or an interest of an equity Holder in a particular class
only if such claim or interest is substantially similar to the other claims or
interests in such class.

          The Bankruptcy Code also requires that a plan of reorganization
provide the same treatment for each claim or interest of a particular class
unless the Holder of a particular claim or interest agrees to a less favorable
treatment of its claim or interest. The Proponents believe that they have
complied with such standard. If the Court finds otherwise, however, it could
deny confirmation of the Plan if the Holders of Claims and Interests affected
do not consent to the treatment afforded them under the Plan.

          The Proponents believe that they have classified all Claims and
Interests in compliance with the requirements of Bankruptcy Code section 1122.
If a Holder of a Claim challenges such classification of Claim and the Court
finds that a different classification is required for the Plan to be
confirmed, the Proponents, to the extent permitted by the Court, intend to
make such modifications to the classifications of Claims under the Plan to
provide for whatever classification might be required by the Court for
confirmation. UNLESS SUCH MODIFICATION OF CLASSIFICATION ADVERSELY AFFECTS THE
TREATMENT OF A HOLDER OF A CLAIM AND REQUIRES RESOLICITATION, ACCEPTANCE OF
THE PLAN BY ANY HOLDER OF A CLAIM OR INTEREST PURSUANT TO THIS SOLICITATION
WILL BE DEEMED TO BE A CONSENT TO THE PLAN'S TREATMENT OF SUCH HOLDER OF A
CLAIM REGARDLESS OF THE CLASS AS TO WHICH SUCH HOLDER IS ULTIMATELY DEEMED TO
BE A MEMBER.

          Procedures for the distribution of Cash and Stock pursuant to the
Plan, including matters that are expected to affect the timing of the receipt
of distributions by Holders of Claims in certain Classes and that could affect
the amount of distributions ultimately received by such Holders, are described
in Article IV.D - "SUMMARY OF THE PLAN - Distributions Under the Plan."

          In accordance with Bankruptcy Code section 1123(a)(1),
Administrative Claims (including Professional Fee Claims) and Priority Tax
Claims have not been classified.

          1. Unclassified Classes of Claims

             (i) Administrative Claims

              An Administrative Claim means a Claim for costs and expenses of
administration of the Chapter 11 Cases Allowed under section 503(b), 507(b) or
1114(e)(2) of the Bankruptcy Code, including: (a) any actual and necessary
costs and expenses incurred after the Petition Date of preserving the Debtors'
Estates and operating the businesses of the Debtors (such as wages, salaries,
commissions for services and payments for inventories, leased equipment and
premises) and Claims of governmental units for taxes (including tax audit
Claims related to tax years commencing after the Petition Date, but excluding
Claims relating to tax periods, or portions thereof, ending on or before the
Petition Date); (b) compensation for legal, financial, advisory, accounting
and other services and reimbursement of expenses Allowed by the Bankruptcy
Court under section 328, 330, 331 or 503(b) of the Bankruptcy Code to the
extent incurred prior to the Effective Date; (c) all fees and charges assessed
against the Debtors' Estates under section 1930, chapter 123 of title 28,
United States Code; (d) Reclamation Claims to the extent not already paid; and
(e) Claims under the DIP Credit Agreement.

              Subject to the requirements of Article XII of the Plan, on, or
as soon as reasonably practicable after (i) the Distribution Date if such
Administrative Claim is an Allowed Administrative Claim as of the Effective
Date or (ii) the first Quarterly Distribution Date after the date such
Administrative Claim becomes an Allowed Administrative Claim, each Holder of
an Allowed Administrative Claim shall receive in full satisfaction, settlement
and release of and in exchange for such Allowed Administrative Claim (A) Cash
equal to the unpaid portion of such Allowed Administrative Claim or (B) such
other treatment as to which the Proponents or Reorganized Polaroid and the
Holder of such Allowed Administrative Claim shall have agreed upon in writing;
provided, however, that Allowed Administrative Claims with respect to
liabilities incurred by the Debtors in the ordinary course of business during
the Chapter 11 Cases shall be paid in the ordinary course of business in
accordance with the terms and conditions of any agreements relating thereto;
provided further, however, that, unless otherwise approved by order of the
Court, no payment in excess of $50,000 shall be made on account of an Allowed
Administrative Claim without the prior written consent of the Purchaser and
Pre-Petition Agent, which consent shall not be unreasonably withheld.

             (ii) Priority Tax Claims

              Priority Tax Claims means a Claim of a governmental unit of the
kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

              Each Holder of an Allowed Priority Tax Claim, at the sole option
of the Proponents or Reorganized Polaroid, shall be entitled to receive on
account of such Allowed Priority Tax Claim, in full satisfaction, settlement,
release and discharge of and in exchange for such Allowed Priority Tax Claim,
(A) equal Cash payments made on the last Business Day of every three-month
period following the Effective Date, over a period not exceeding six (6) years
after the assessment of the tax on which such Claim is based, totaling the
principal amount of such Claim plus simple interest on any outstanding balance
from the Effective Date calculated at the interest rate available on ninety
(90) day United States Treasuries on the Effective Date or (B) such other
treatment as to which the Proponents or Reorganized Polaroid and the Holder of
such Allowed Priority Tax Claim shall have agreed upon in writing; provided,
however, that any Claim or demand for payment of a penalty (other than a
penalty of the type specified in section 507(a)(8)(G) of the Bankruptcy Code)
shall be disallowed pursuant to the Plan, and the Holder of an Allowed
Priority Tax Claim shall not assess or attempt to collect such penalty from
the Debtors or their Estates, Reorganized Polaroid, the Plan Administrator or
their property; provided further, however, that, unless otherwise approved by
order of the Court, no payment in excess of $50,000 shall be made on account
of an Allowed Priority Tax Claim without the prior written consent of the
Purchaser and Pre-Petition Agent, which consent shall not be unreasonably
withheld.

          2. Unimpaired Classes of Claims

             (i) Class 1: Non-Tax Priority Claims

              A Non-Tax Priority Claim means a Claim, other than an
Administrative Claim or Priority Tax Claim, that is entitled to priority in
payment pursuant to Bankruptcy Code section 507(a).

              The Plan provides that Non-Tax Priority Claims, if any, are
unimpaired. On, or as soon as reasonably practicable after (i) the
Distribution Date if such Non-Tax Priority Claim is an Allowed Non-Tax
Priority Claim as of the Effective Date or (ii) the first Quarterly
Distribution Date after the date such Non-Tax Priority Claim becomes an
Allowed Non-Tax Priority Claim, each Holder of an Allowed Non-Tax Priority
Claim will receive in full satisfaction, settlement, release and discharge of
and in exchange for such Allowed Non-Tax Priority Claim, (A) Cash equal to the
amount of such Allowed Non-Tax Priority Claim or (B) such other treatment as
to which the Proponents or Reorganized Polaroid and the Holder of such Allowed
Non-Tax Priority Claim have agreed upon in writing; provided, however, that
unless otherwise approved by an order of the Court, no payment in excess of
$50,000 shall be made on account of a Non-Tax Priority Claim or Administrative
Claim without the written consent of the Purchaser and Pre-Petition Agent,
which consent shall not be unreasonably withheld.

             (ii) Class 2 Other Secured Claims

              An Other Secured Claim means a Claim (other than an
Administrative Claim, Priority Tax Claim or Non-Tax Priority Claim) that is
secured by a lien on property in which a Debtor's Estate has an interest or
that is subject to setoff under section 553 of the Bankruptcy Code, to the
extent of the value of the Claim in the applicable Estate's interest in such
property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code or, in the case
of the setoff, pursuant to section 553 of the Bankruptcy Code.

              Other Secured Claims will receive one of the following two
treatments: (i) on the Effective Date, the legal, equitable and contractual
rights of Holders of Allowed Other Secured Claims will be Reinstated, subject
to the provisions of Article VI of the Plan or (ii) on, or as soon as
reasonably practicable after (i) the Distribution Date if such Other Secured
Claim is an Allowed Other Secured Claim as of the Effective Date or (ii) the
first Quarterly Distribution Date after the date such Other Secured Claim
becomes an Allowed Other Secured Claim, each Holder of an Allowed Other
Secured Claim will receive in full satisfaction, settlement, release and
discharge of and in exchange for such Allowed Other Secured Claim, (A) Cash
equal to the amount of such Allowed Other Secured Claim or (B) such other
treatment as to which the Proponents or Reorganized Polaroid and the Holder of
such Allowed Other Secured Claim have agreed upon in writing.

          3. Impaired Classes of Claims

             (i) Class 3: General Unsecured Claims

              A General Unsecured Claim means a Claim that is not an
Administrative Claim, Priority Tax Claim, Non-Tax Priority Claim, Secured
Claim, Other Secured Claim, Convenience Claim or Intercompany Claim.

              Subject to the occurrence of the Effective Date, on, or as soon
as reasonably practicable after (i) the Distribution Date if such General
Unsecured Claim is an Allowed General Unsecured Claim as of the Effective Date
or (ii) the first Quarterly Distribution Date after the date a Class 3 Claim
becomes an Allowed Class 3 Claim, each Holder of an Allowed Class 3 Claim
shall receive its Pro Rata share of the Initial Class 3 Distribution Amount.
On each ensuing Quarterly Distribution Date, each Holder of an Allowed Class 3
Claim shall receive its Pro Rata share of the Quarterly Class 3 Distribution
Amount.

              Subject to the occurrence of the Effective Date and allowance of
its Claim, each Holder of an Allowed Class 3 Claim may elect, on such Holder's
ballot for voting on the Plan, to receive a cash payment of approximately $110
for each Unit of Stock that such Holder would otherwise have been entitled to
receive in respect of its Allowed Class 3 Claim if such Holder had elected to
receive Stock. The Lump Sum Election shall apply to such Holder's entire
Allowed Class 3 Claim. The Lump Sum Election would substitute a cash
distribution for a distribution of Stock. To the extent any Holder fails to
elect to receive Cash or Stock on such Holder's ballot, the Holder will be
deemed to have selected the Lump Sum Election. To the extent a Holder does not
return its Ballot, such Holder will be deemed to have selected the Lump Sum
Election.

              The Lump Sum Election price for the Stock is neither intended to
provide nor necessarily will provide Holders of Allowed Class 3 Claims with
the equivalent of the value of the Units of Stock such Holders otherwise would
have received. Indeed, the Lump Sum Election price is based on an equity value
for the Purchaser that is more than the value ascribed to the Purchaser's
equity by the financial advisors to the Creditors' Committee as of the closing
of the sale of the Debtors' assets to the Purchaser. The increase in value is
based, in part, on the Funding Source's agreement to fund the Lump Sum
Election at a price that takes into account the accreted value of the
Purchaser Preferred Stock. Accordingly, the Lump Sum Election is included in
the Plan to provide Holders of Allowed Class 3 Claims with an opportunity to
immediately liquidate their entitlement to their Pro Rata share of Stock into
cash for a fixed price and without a brokerage commission. Further, the
election would eliminate any risks associated with the ability to trade the
Stock in the future, particularly for small or odd lot share holdings.

              Payments to satisfy the Lump Sum Election shall be funded by One
Equity Partners, LLC, or its designee (in either case, and solely in this
capacity, the "Funding Source") in an amount to permit each holder of an
Allowed Class 3 Claim to receive the Lump Sum Election in lieu of a
distribution of such holder's Pro Rata share of Stock. The Stock allocable to
any Allowed Class 3 Claim subject to the Lump Sum Election shall be delivered
to the Funding Source in exchange for its funding the applicable payments to
those Holders of Allowed Class 3 Claims who have made the Lump Sum Election.
If the Holder of a Disputed Class 3 Claim makes, or is deemed to have made,
the Lump Sum Election, then the lump sum payment allocable to such Claim shall
be held in escrow by the Debtors and/or Reorganized Polaroid, as applicable,
pending resolution of such Claim and paid once and to the extent such Claim
becomes an Allowed Class 3 Claim, with any interest earned on such escrow to
be paid to Reorganized Polaroid to the extent the Disputed Claim becomes an
Allowed Class 3 Claim and to the Funding Source to the extent the Disputed
Claim is disallowed.

             (ii) Class 4: Convenience Claims

              A Convenience Claim means any Claim that would otherwise be
classified as a Class 3 General Unsecured Claim, but is Allowed in an amount
equal to or less than $25,000.00.

              Subject to the occurrence of the Effective Date, on, or as soon
as reasonably practicable after (a) the Distribution Date if such Convenience
Claim is an Allowed Convenience Claim as of the Effective Date or (b) the
first Quarterly Distribution Date after the date such Convenience Claim
becomes an Allowed Convenience Claim, the Holder of an Allowed Convenience
Claim shall receive its Pro Rata share of Cash in exchange for any Stock that
would have otherwise been distributed on account of such Allowed Convenience
Claim.

              The Stock that would have otherwise been distributed to Holders
of Convenience Claims will be transferred to the Funding Source in exchange
for the agreement of the Funding Source to provide the Cash to be distributed
on account of such Convenience Claims.

             (iii) Class 5: Intercompany Claims

              An Intercompany Claim means (a) any account reflecting
intercompany book entries by one Debtor with respect to any other Debtor or
(b) any Claim that is not reflected in such book entries and is held by a
Debtor against any other Debtor.

              Under the Plan, in connection with, and as a result of, the
substantive consolidation of Debtors' Estates and Chapter 11 Cases, on the
Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, all
Intercompany Claims will be eliminated and the Holders of Class 5 Intercompany
Claims will be not be entitled to, and will not, receive or retain any
property or interest on account of such Claims.

          4. Impaired Class of Interests

              (i) Class 6: Polaroid Interests and Subordinated Claims

              Polaroid Interests means, collectively, the Old Common Stock,
Old Stock Options and Subsidiary Interests, together with any other options,
warrants, conversion rights, rights of first refusal or other rights,
contractual or otherwise, to acquire or receive any Old Common Stock,
Subsidiary Interests or other ownership interests in Polaroid or the
Subsidiary Debtors, and any contracts, subscriptions, commitments or
agreements pursuant to which the non-debtor party was or could have been
entitled to receive shares, securities or other ownership interests in
Polaroid or the Subsidiary Debtors. Subordinated Claims means any Claim
subordinated pursuant to sections 502(b) or (c) of the Bankruptcy Code.

              Under the Plan, in connection with, and as a result of, the
substantive consolidation of Debtors' Estates and Chapter 11 Cases, on the
Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, all
Polaroid Interests and Subordinated Claims will be eliminated and the Holders
of Class 6 Polaroid Interests and Subordinated Claims will be not be entitled
to, and will not, receive or retain any property or interest on account of
such Interests or Claims.

E.     Distributions Under the Plan

          The Plan Administrator shall make all distributions required
under the Plan on account of Claims against the Debtors. The Plan
Administrator shall receive, pursuant to the Plan Administration Agreement and
without further Court approval, reasonable compensation for distribution
services rendered pursuant to the Plan and reimbursement of reasonable
out-of-pocket expenses incurred in connection with such services. The Plan
Administrator shall not be required to give any bond or surety or other
security for the performance of its duties unless otherwise ordered by
theBankruptcy Court. Notwithstanding the foregoing, all distributions with
respect to the Note Claims shall be made through the Indenture Trustee. As a
condition to receiving any distribution under the Plan, each Holder of a Note
Claim must surrender such Note to the Indenture Trustee. Any Holder of a Note
Claim that fails to (a) surrender such instruments or (b) execute and deliver
an affidavit of loss and/or indemnity reasonably satisfactory to the Indenture
Trustee before the first anniversary of the Effective Date shall be deemed to
have forfeited all rights and claims and may not participate in any
distribution under the Plan.

          Cash payments made pursuant to the Plan shall be in U.S. funds, by
the means agreed to by the payor and the payee, including by check or wire
transfer or, in the absence of an agreement, such commercially reasonable
manner as the payor shall determine in its sole discretion.

          1. Distributions for Claims Allowed as of the Effective Date

          Except as otherwise provided herein or as ordered by the Bankruptcy
Court, distributions to be made on account of Claims that are Allowed Claims
as of the Effective Date will be made on the Distribution Date or on the first
Quarterly Distribution Date after a Claim becomes an Allowed Claim. Any
distribution to be made on the Effective Date pursuant to the Plan will be
deemed as having been made on the Effective Date if such distribution is made
on the Effective Date or as soon thereafter as is practicable. Any payment or
distribution required to be made under the Plan on a day other than a Business
Day will be made on the next succeeding Business Day. Distributions on account
of Claims that first become Allowed Claims after the Effective Date shall be
made pursuant to the terms and conditions of the Plan Administration Agreement
and Articles III, VI and VIII of the Plan.

          (a) Fractional Dollars/Shares of Stock; De Minimus Distributions

              Notwithstanding any other provision of the Plan or the Plan
Administration Agreement, (a) neither the Plan Administrator nor Reorganized
Polaroid will be required to make distributions or payments of fractions of
dollars or in fractions of shares of Stock, and whenever any payment of a
fraction of a dollar or a fraction of a share of Stock under the Plan would
otherwise be called for, the actual payment made will reflect a rounding of
such fraction to the nearest whole dollar or whole share (up or down), with
half dollars or half shares of Stock being rounded down, and (b) the Plan
Administrator will have no obligation to make a distribution on account of an
Allowed Claim from any Reserve or account (i) to any Holder of an Allowed
Claim if the aggregate amount of all distributions authorized to be made from
all such Reserves or accounts on the Quarterly Distribution Date in question
is less than $250,000 or less than fifty Units of Stock or (ii) to a specific
Holder of an Allowed Claim if the amount to be distributed to that Holder on
the particular Distribution Date or Quarterly Distribution Date (1) does not
constitute a final distribution to such Holder and (2) is less than $50.00 or
less than 1 Unit of Stock.

          (b) Delivery of Distributions

              (i) Delivery of Distributions in General

              Distributions to Holders of Allowed Claims shall be made at the
addresses set forth in the Schedules or at the time of the distribution,
unless the Debtors or Reorganized Polaroid has been notified in writing of a
change of address.

              (ii) Undeliverable and Unclaimed Distributions

              (1) Holding and Investment of Undeliverable and Unclaimed
     Distributions. If the distribution to any Holder of an Allowed Claim is
     returned to the Disbursing Agent as undeliverable or is otherwise
     unclaimed, no further distributions will be made to such Holder unless
     and until the Disbursing Agent is notified in writing of such Holder's
     then-current address. Undeliverable and unclaimed distributions will be
     segregated and, with respect to Cash, deposited in a segregated,
     interest-bearing account, designated as an "unclaimed distribution
     reserve" (the "Unclaimed Distribution Reserve"), for the benefit of all
     such similarly situated Persons until such time as a distribution becomes
     deliverable or is claimed.

              (2) After Distributions Become Deliverable. On each Quarterly
     Distribution Date, Reorganized Polaroid will make all distributions that
     have become deliverable or have been claimed since the Distribution Date
     or the immediately preceding Quarterly Distribution Date, as the case may
     be, together with any interest actually earned thereon.

              (3) Failure to Claim Undeliverable Distributions. Any Holder of
     an Allowed Claim that does not assert a claim pursuant to the Plan for an
     undeliverable or unclaimed distribution within one year after the
     Effective Date will be deemed to have forfeited its claim for such
     undeliverable or unclaimed distribution and shall be forever barred and
     enjoined from asserting any such claim for an undeliverable or unclaimed
     distribution against the Debtors and the Estates, Reorganized Polaroid,
     the Plan Administrator or their property. In such cases, any Cash and/or
     Stock in the Unclaimed Distribution Reserve for distribution on account
     of such claims for undeliverable or unclaimed distributions will become
     the property of the Estates free of any restrictions thereon and
     notwithstanding any federal or state escheat laws to the contrary, and
     shall be distributed in accordance with the terms of the Plan
     Administration Agreement. Nothing contained in the Plan or the Plan
     Administration Agreement will require any Disbursing Agent, including,
     but not limited to, the Plan Administrator or Reorganized Polaroid, to
     attempt to locate any Holder of an Allowed Claim.

          2. Interest on Claims.

             Unless otherwise specifically provided for in the Plan or
Confirmation Order, or required by applicable bankruptcy law, postpetition
interest shall not accrue or be paid on any Claims, and no Holder of a Claim
shall be entitled to interest accruing on or after the Petition Date on any
Claim.

          3. Distributions by Reorganized Polaroid.

             Reorganized Polaroid shall make all distributions of Cash and/or
Stock required to be distributed under the applicable provisions of the Plan
and the Plan Administration Agreement. Reorganized Polaroid and the Plan
Administrator may employ or contract with other entities to assist in or make
the distributions required by the Plan and the Plan Administration Agreement.

          4. Allocation of Plan Distributions Between Principal and Interest.

             To the extent that any Allowed Claim entitled to a distribution
under the Plan is comprised of indebtedness and accrued but unpaid interest
thereon, such distribution shall, for federal income tax purposes, be
allocated to the principal amount of the Claim first and then, to the extent
the consideration exceeds the principal amount of the claim, to the portion of
such Claim representing accrued but unpaid interest.

          5. Means of Cash Payment.

             Payments of Cash made pursuant to the Plan shall be in U.S. dollars
and shall be made, at the option and in the sole discretion of Reorganized
Polaroid, by (a) checks drawn on or (b) wire transfer from a domestic bank
selected by Reorganized Polaroid. If so requested in a writing received by
Reorganized Polaroid no later than five (5) Business Days after the
Confirmation Date, Cash payments of $500,000.00 or more to be made pursuant to
the Plan shall be made by wire transfer from a domestic bank. Cash payments to
foreign creditors may be made, at the option of Reorganized Polaroid, in such
funds and by such means as are necessary or customary in a particular foreign
jurisdiction.

          6. Withholding and Reporting Requirements.

             In connection with the Plan and all distributions thereunder,
Reorganized Polaroid shall comply with all withholding and reporting
requirements imposed by any federal, state, local or foreign taxing authority,
and all distributions hereunder shall be subject to any such withholding and
reporting requirements.

          7. Setoffs

             Reorganized Polaroid may, pursuant to section 553 of the Bankruptcy
Code or applicable nonbankruptcy laws, but shall not be required to, set off
against any Claim and the payments or other distributions to be made pursuant
to the Plan in respect of such Claim, claims of any nature whatsoever that the
Debtors or Reorganized Polaroid may have against the Holder of such Claim;
provided, however, that neither the failure to do so nor the allowance of any
Claim hereunder shall constitute a waiver or release by Reorganized Polaroid
of any such claim that the Debtors or Reorganized Polaroid may have against
such Holder.

          8. Procedures for Resolving Disputed, Contingent and Unliquidated
Claims

          (a) Objection Deadline; Prosecution of Objections.

              No later than the Claims Objection Deadline (unless extended by
an order of the Bankruptcy Court), the Debtors, Reorganized Polaroid, the Plan
Administrator, the Creditors' Committee or the Plan Committee, as the case may
be, will file objections to Claims with the Bankruptcy Court and serve such
objections upon the Holders of each of the Claims to which objections are
made. Nothing contained in the Plan, however, will limit Reorganized
Polaroid's right to object to Claims, if any, filed or amended after the
Claims Objection Deadline. Subject to the limitations set forth in the Plan
Administration Agreement and the Plan, and the oversight of the Plan
Committee, Reorganized Polaroid and the Plan Administrator will be authorized
to, and shall, resolve all Disputed Claims by withdrawing or settling such
objections thereto, or by litigating to judgment in the Bankruptcy Court or
such other court having jurisdiction the validity, nature and/or amount
thereof.

          (b) No Distributions Pending Allowance

              Notwithstanding any other provision of the Plan, no payments or
distributions will be made with respect to all or any portion of a Disputed
Claim unless and until all objections to such Disputed Claim have been settled
or withdrawn or have been determined by Final Order, and the Disputed Claim,
or some portion thereof, has become an Allowed Claim.

          (c) Accounts; Escrows; Reserves

              Reorganized Polaroid and the Plan Administrator shall, subject
to and in accordance with the provisions of the Plan Administration Agreement,
(a) establish one or more general accounts into which will be deposited all
funds not required to be deposited into any other account, Reserve or escrow
and (b) create, fund and withdraw funds from, as appropriate, the Operating
Reserve, Administrative Claims Reserve, Disputed Claims Reserve and Unclaimed
Distributions Reserve. Reorganized Polaroid may sell non-Cash assets, if any,
in accordance with the provisions of the Plan and the Plan Administration
Agreement. The net proceeds of any such sales will be deposited in an account
or Reserve pursuant to the terms of the Plan Administration Agreement.

              (i) Disputed Claims Reserve.

                  On the Effective Date (or as soon thereafter as is
practicable) and each Quarterly Distribution Date, Reorganized Polaroid
will create and fund the Disputed Claims Reserve with an amount of the
Estates' Cash and Stock, as applicable, equal to one hundred percent (100%)
of distributions to which Holders of Disputed Unsecured Claims would be
entitled under the Plan as of such date if such Disputed Unsecured Claims
were Allowed Claims in their Disputed Claims Amount, provided, however,
that the Creditors' Committee, Plan Administrator, Debtors or Reorganized
Polaroid, as applicable, may, at any time, File Motion(s) pursuant to
section 502(c) of the Bankruptcy Code for order(s) estimating and limiting
the amount of Cash and/or Stock, as applicable, which shall be deposited in
the Disputed Claims Reserve in respect of any Disputed Claims, with notice
and an opportunity to be heard to the affected Holders of such Disputed
Claims.

              (ii) Administrative Claims Reserve.

                   On the Effective Date (or as soon thereafter as is
practicable) and each Quarterly Distribution Date, Reorganized Polaroid
will create and fund the Administrative Claims Reserve with an amount of
the Estates' Cash equal to the aggregate Disputed Claim Amount of all
Disputed Administrative Claims, Disputed Priority Tax Claims, Disputed
Non-Tax Priority Claims and Disputed Other Secured Claims, based on its
sole discretion.

          (d) Distributions After Allowance.

              Reorganized Polaroid shall make payments and distributions
from the appropriate Reserves to the Holder of any Disputed Claim that has
become an Allowed Claim, on the first Quarterly Distribution Date following
the date that such Disputed Claim becomes an Allowed Claim. Such
distributions shall be made in accordance with the Plan and the Plan
Administration Agreement. With respect to Disputed General Unsecured Claims
or Disputed Convenience Claims, such distribution shall be based upon the
cumulative distributions that would have been made to such Holder under the
Plan if the Disputed General Unsecured Claim or Disputed Convenience Claim
had been Allowed on the Effective Date (with any post-Effective Date
interest thereon earned by the Disbursing Agent) and shall not be limited
by the Disputed Claim Amounts previously reserved with respect to such
Disputed General Unsecured Claim or Disputed Convenience Claim to the
extent that additional amounts are available therefor from the Disputed
Claims Reserve, but only to the extent that such additional amounts have
not yet been distributed to Holders of Allowed General Unsecured Claims or
Allowed Convenience Claims, as applicable. Notwithstanding the foregoing,
however, Reorganized Polaroid may make payments and distributions from the
appropriate Reserves to the Holder of any Disputed Claim that has become an
Allowed Claim, prior to the first Quarterly Distribution Date following the
date that such Disputed Claim becomes an Allowed Claim, provided, that
Reorganized Polaroid receives written consent to do so from the Purchaser
and Pre-Petition Agent (except that the consent of the Pre-Petition Agent
shall not be necessary with respect to Disputed General Unsecured Claims,
Disputed Other Secured Claims or Disputed Convenience Claims).

F.     Means for Implementation of the Plan

          1. Merger of Subsidiary Debtors into Polaroid

             On the Effective Date or as soon thereafter as practicable,
(a) the members of the board of directors of each of the Subsidiary Debtors
will be deemed to have resigned, (b) each of the Subsidiary Debtors shall
be merged with and into Polaroid and (c) the Chapter 11 Cases of the
Subsidiary Debtors shall be closed, following which any and all proceedings
that could have been brought or otherwise commenced in the Chapter 11 Case
of any Subsidiary Debtor shall be brought or otherwise commenced in
Polaroid's Chapter 11 Case.

          2. Continued Corporate Existence; Dissolution of Reorganized Polaroid

             Polaroid will continue to exist as Reorganized Polaroid after the
Effective Date in accordance with the laws of the State of Delaware and
pursuant to the certificate of incorporation and by-laws in effect prior to
the Effective Date, except to the extent such certificate of incorporation
and by-laws are amended under the Plan, for the limited purpose of
distributing all of the assets of the Debtors' Estates. As soon as
practicable after the Plan Administrator exhausts the assets of the
Debtors' Estates by making the final distribution of Cash and/or Stock
under the Plan and the Plan Administration Agreement, the Plan
Administrator will (a) effectuate the dissolution of Reorganized Polaroid
in accordance with the laws of the State of Delaware and (b) cause its
Designated Representative to resign as the sole officer and sole director
of Reorganized Polaroid.

          3. Certificate of Incorporation and By-laws

             The certificate of incorporation and by-laws of Polaroid will be
amended as necessary to satisfy the provisions of the Plan and the
Bankruptcy Code. The certificate of incorporation of Reorganized Polaroid
will be amended to, among other things: (a) authorize one share of New
Common Stock, $0.01 par value per share, (b) provide, pursuant to section
1123(a)(6) of the Bankruptcy Code, for a provision prohibiting the issuance
of non-voting equity securities, and (c) limit the activities of
Reorganized Polaroid to matters related to the implementation of the Plan.
The Amended Certificate of Incorporation and By-Laws will be filed with the
Bankruptcy Court on or before the date of the Confirmation Hearing.

          4. Ownership of New Common Stock; Directors and Officers;
             Effectuating Documents; Further Transactions

             On the Effective Date, Reorganized Polaroid shall issue the New
Common Stock to the Plan Administrator. The Plan Administrator has agreed
that it will not sell, transfer, or otherwise dispose of the New Common
Stock absent the prior written consent of the Plan Committee or the
Bankruptcy Court. The Plan Administrator shall only sell, transfer, or
otherwise dispose of the New Common Stock and vote the New Common Stock on
any matter requiring a vote of shareholders under the Delaware Corporation
Law in accordance with the written directions of the Plan Committee or the
Bankruptcy Court. From and after the Effective Date, the Designated
Representative of the Plan Administrator will serve as the sole officer and
sole director of Reorganized Polaroid. The Plan Administrator, acting by or
through the Designated Representative, will be authorized to execute,
deliver, file or record such documents, instruments, releases and other
agreements and to take such actions as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of the Plan.

          5. Cancellation of Securities, Instruments and Agreements
             Evidencing Claims and Interests

             Except as otherwise provided in the Plan and in any contract,
instrument or other agreement or document created in connection with the
Plan, on the Effective Date, the promissory notes, share certificates
(including treasury stock), other instruments evidencing any Claims or
Interests, and all options, warrants, calls, rights, puts, awards,
commitments or any other agreements of any character to acquire such
Interests will be deemed cancelled and of no further force and effect,
without any further act or action under any applicable agreement, law,
regulation, order or rule, and the obligations of the Debtors under the
notes, share certificates and other agreements and instruments governing
such Claims and Interests will be discharged. The Holders of or parties to
such cancelled notes, share certificates and other agreements and
instruments will have no rights arising from or relating to such notes,
share certificates and other agreements and instruments or the cancellation
thereof, except the rights provided pursuant to the Plan. On the Effective
Date, the 1997 Indenture shall be cancelled and have no further force and
effect, except, that the cancellation of the 1997 Indenture (i) shall not
impair the rights under the Plan of the Holders of Note Claims and the
Indenture Trustee governed by such 1997 Indenture; and (ii) shall not
impair the rights of the Indenture Trustee under such 1997 Indenture
vis-a-vis Holders of Note Claims, including any lien and priority rights of
the Indenture Trustee.

          6. No Revesting of Assets

             The property of the Debtors' Estates will not be vested in the
Debtors on or following the Confirmation Date or the Effective Date but
will remain property of the Estate(s) and continue to be subject to the
jurisdiction of the Bankruptcy Court following confirmation of the Plan
until distributed to Holders of Allowed Claims in accordance with the
provisions of the Plan, Plan Administration Agreement and Confirmation
Order. From and after the Effective Date, all such property will be
distributed in accordance with the provisions of the Plan, the Plan
Administration Agreement and the Confirmation Order.

          7. Preservation of Rights of Action; Settlement of Litigation Claims

          (a) Preservation of Rights of Action.

              Except as otherwise provided in the Asset Purchase Agreement, the
Plan, the Confirmation Order, or in any document, instrument, release or
other agreement entered into in connection with the Plan, in accordance
with section 1123(b) of the Bankruptcy Code, the Debtors and their Estates
will retain the Litigation Claims. The Plan Administrator on behalf of
Reorganized Polaroid, as the successor in interest to the Debtors, may, in
consultation with the Plan Committee, enforce, sue on, settle or compromise
(or decline to do any of the foregoing) any or all of the Litigation
Claims. The failure of the Debtors to list a claim, right of action, suit
or proceeding on Exhibit [_] to the Plan Supplement will not constitute a
waiver or release by the Debtors or their Estates of such claim, right of
action, suit or proceeding.

          (b) Settlement of Litigation Claims.

              At any time after the Confirmation Date and before the Effective
Date, notwithstanding anything in the Plan to the contrary, the Debtors
with the consent of the Plan Committee may settle some or all of the
Litigation Claims with the approval of the Bankruptcy Court pursuant to
Bankruptcy Rule 9019.

          8. Creditors' Committee and Plan Committee

          (a) Dissolution of Creditors' Committee.

              The Creditors' Committee will continue in existence until the
Effective Date to exercise those powers and perform those duties specified
in section 1103 of the Bankruptcy Code and shall perform such other duties
as it may have been assigned by the Bankruptcy Court prior to the Effective
Date. On the Effective Date, the Creditors' Committee will be dissolved and
its members will be deemed released of all their duties, responsibilities
and obligations in connection with the Chapter 11 Cases or the Plan and its
implementation, and the retention or employment of the Creditors'
Committee's attorneys, accountants and other agents shall terminate. All
expenses of Creditors' Committee members and the fees and expenses of their
professionals through the Effective Date will be paid in accordance with
the terms and conditions of the Fee Order.

          (b) Creation of Plan Committee; Procedures.

              On the Effective Date, the Plan Committee will be formed and
constituted. The Plan Committee will consist of at least two, but not more
than three members, who will be selected by the Creditors' Committee and
whose identities will be disclosed to the Bankruptcy Court at the
Confirmation Hearing. In the event that no one is willing to serve on the
Plan Committee or there shall have been no Plan Committee members for a
period of thirty (30) consecutive days, then the Plan Administrator may,
during such vacancy and thereafter, ignore any reference in the Plan, the
Plan Administration Agreement or the Confirmation Order to a Plan
Committee, and all references to the Plan Committee's ongoing duties and
rights in the Plan, the Plan Administration Agreement and the Confirmation
Order will be null and void.

          (c) Function and Duration; Compensation and Expenses.

              The Plan Committee (i) will be responsible for (A) instructing
and supervising Reorganized Polaroid and the Plan Administrator with
respect to their responsibilities under the Plan and the Plan
Administration Agreement, (B) reviewing the prosecution of adversary and
other proceedings, if any, including proposed settlements thereof, (C)
reviewing objections to and proposed settlements of Disputed Claims, (D)
performing such other duties that may be necessary and proper to assist the
Plan Administrator and its retained professionals, and (ii) will remain in
existence until such time as the final distributions under the Plan have
been made. The members of the Plan Committee will serve without
compensation for their performance of services as members of the Plan
Committee, except that they shall be entitled to reimbursement of
reasonable expenses by Reorganized Polaroid.

          (d) Liability; Indemnification.

              Neither the Plan Committee, nor any of its members or designees,
nor any duly designated agent or representative of the Plan Committee, or
their respective employees, will be liable for the act or omission of any
other member, designee, agent or representative of the Plan Committee, nor
will any member be liable for any act or omission taken or omitted to be
taken in its capacity as a member of the Plan Committee, other than acts or
omissions resulting from such member's willful misconduct or gross
negligence. Reorganized Polaroid will indemnify and hold harmless the Plan
Committee and its members and designees, and any duly designated agent or
representative thereof (in their capacity as such), from and against and
with respect to any and all liabilities, losses, damages, claims, costs and
expenses, including but not limited to attorneys' fees arising out of or
due to their actions or omissions, or consequences of such actions or
omissions. To the extent Reorganized Polaroid indemnifies and holds
harmless the Plan Committee and its members and designees, or any duly
designated agent or representative thereof (in their capacity as such), as
provided above, the legal fees and related costs incurred by counsel to the
Plan Committee, if any, in monitoring and participating in the defense of
such claims giving rise to the right of indemnification shall be paid out
of the Operating Reserve.

          9. Sources of Cash for Plan Distributions.

             Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for Reorganized Polaroid and the Plan
Administrator to make payments pursuant to the Plan shall be obtained from
the Debtors' cash balances, the liquidation of the Debtors' remaining
non-Cash assets, if any, and, solely in connection with the Lump Sum
Election, the Funding Source. Cash payments to be made pursuant to the Plan
shall be made by Reorganized Polaroid (or any successor thereto) or, if the
Disbursing Agent is an entity other than Reorganized Polaroid, the
Disbursing Agent.

          10. Sources of Stock for Plan Distributions.

              Except as otherwise provided in the Plan or the Confirmation
Order, all Stock necessary for Reorganized Polaroid and the Plan
Administrator to make distributions pursuant to the Plan shall be obtained
from the Debtors' Reserves. Stock distributions to be made pursuant to the
Plan shall be made by Reorganized Polaroid (or any successor thereto) or,
if the Disbursing Agent is an entity other than Reorganized Polaroid, the
Disbursing Agent.

          11. Applicability of Bankruptcy Code Sections 1145 and 1125(e).

          (a) The Purchaser shall be deemed to be a "successor" to the
Debtors for the limited purpose of the provisions of section 1145 of the
Bankruptcy Code with respect to the Stock, but not for any other purpose or
in any other context, and the distribution of Stock under the terms of the
Plan to the Holders of Allowed Class 3 General Unsecured Claims shall
constitute the offer or sale under a plan of the Debtors of a security of a
successor to the Debtors under such plan in exchange for a claim against,
an interest in, or a claim for an administrative expense in the Chapter 11
Cases, such that pursuant to section 1145(a)(1) of the Bankruptcy Code, the
issuance of the Stock, to the extent the Stock constitutes "securities"
under applicable law, shall be exempt from requirements of section 5 of the
Securities Act of 1933, as amended, and any other federal, state, or local
laws requiring registration for offer or sale of securities (collectively,
the "Securities Laws").

          (b) Solely for the limited purpose of the provisions of section
1125(e) of the Bankruptcy Code, the Purchaser and the Funding Source shall
be deemed to have participated, in good faith and in compliance with the
applicable provisions of the Bankruptcy Code, in the offer, issuance, sale,
or purchase of a security, offered or sold under the Plan, of a newly
organized successor to the Debtors under the Plan, and therefore, pursuant
to section 1125(e) of the Bankruptcy Code, are not liable for violation of
any applicable law, rule, or regulation governing the offer, issuance,
sale, or purchase of securities.

          12. Release of Liens.

              Except as otherwise provided in the Plan, the Confirmation Order
or in any document, instrument or other agreement created in connection
with the Plan, on the Effective Date, all mortgages, deeds of trust, liens
or other security interests against the property of the Estates shall be
released.

          13. Exemption from Certain Transfer Taxes.

              Pursuant to section 1146(c) of the Bankruptcy Code, any transfers
from the Debtors to Reorganized Polaroid pursuant to the Plan shall not be
subject to any document recording tax, stamp tax, conveyance fee,
intangibles or similar tax, mortgage tax, stamp act, real estate transfer
tax, mortgage recording tax or other similar tax or governmental
assessment, and the Confirmation Order shall direct the appropriate state
or local governmental officials or agents to forgo the collection of any
such tax or governmental assessment and to accept for filing and
recordation any of the foregoing instruments or other documents without the
payment of any such tax or governmental assessment.

          14. Estate Costs.

              The Debtors and/or their successor(s), including the Plan
Administrator, shall incur estate costs in a reasonable and cost-effective
manner, provided, however, that the retention of the Creditors' Committee's
current professionals is deemed reasonable and cost-effective.

          15. Payment of Estate Costs

              As set forth in the Asset Purchase Agreement, if, after June 2,
2002 and until the distribution of all of the Stock, the aggregate amount
of the Estate Costs (as defined in the Asset Purchase Agreement) paid by
the estate exceeds $27,000,000 (and Reorganized Polaroid does not have any
cash available to pay additional Estate Costs), then, for any Estate Costs
in excess of $27,000,000 that become due and payable, Purchaser will pay to
Reorganized Polaroid an amount equal to such excess up to $4,000,000 in
cash, upon receipt by Purchaser of reasonably satisfactory documentation
evidencing Reorganized Polaroid's obligation to pay such Estate Costs. If,
after June 2, 2002 and until the distribution of all of the Stock, the
aggregate amount of the Estate Costs paid exceeds $31,000,000 (and
Reorganized Polaroid does not have any cash available to pay additional
Estate Costs), then, for any Estate Costs in excess of $31,000,000 that
become due and payable, the Pre-Petition Agent, on behalf of the
Pre-Petition Lenders, will pay to Reorganized Polaroid an amount equal to
such excess up to $3,000,000 in cash (the "Bank Reimbursement"), upon
receipt by the Pre-Petition Agent of reasonably satisfactory documentation
evidencing Reorganized Polaroid's obligation to pay such Estate Costs. If,
after June 2, 2002 and until the distribution of all Stock, the aggregate
amount of the Estate Costs paid exceeds $34,000,000 (and Reorganized
Polaroid does not have any cash available to pay additional Estate Costs),
then, for any Estate Costs in excess of $34,000,000 that become due and
payable, Purchaser will pay to Reorganized Polaroid an amount equal to such
excess up to $3,000,000 in cash (the "Second Tier Reimbursement"), upon
receipt by Purchaser of reasonably satisfactory documentation evidencing
Reorganized Polaroid's obligation to pay such Estate Costs.

          As set forth in the Asset Purchase Agreement, if, after June 2,
2002 and until the distribution of all of the Stock, the aggregate amount
of the Estate Costs paid or required to be paid exceeds $37,000,000 (and
Reorganized Polaroid does not have any cash available to pay additional
Estate Costs), then, for any Estate Costs in excess of $37,000,000 that
become due and payable, and for the sole purpose of generating cash to fund
all or a portion of such excess, up to a maximum excess of $4,500,000,
Reorganized Polaroid will have the right, but not the obligation, to sell
to Purchaser up to such number of shares of the Stock as shall equal four
percent (4%) of the Issued Stock (as that term is defined in the Asset
Purchase Agreement) for a maximum aggregate purchase price of $4,500,000,
as follows: Reorganized Polaroid will have the right, but not the
obligation, to sell such number of shares of the Stock to Purchaser at a
price equal to: (i) for the first two percent (2%) of the Issued Stock,
$1,250,000 for each one percent (1%) of the Issued Stock (or a pro-rata
price based thereon); and (ii) for the next two percent (2%) of the Issued
Stock, $1,000,000 for each one percent (1%) of the Issued Stock (or a
pro-rata price based thereon). All sales of stock by Reorganized Polaroid
to Purchaser pursuant to this arrangement must include the same percentage
of each class of stock included in the Stock. Except in the case of a
distribution by Reorganized Polaroid to the Holders of Allowed Claims in
the Chapter 11 Cases, if Reorganized Polaroid wishes to sell or otherwise
transfer shares of the Stock to a third party pursuant to a bona fide
written offer therefor, then Reorganized Polaroid will give Purchaser
written notice thereof, which notice shall (x) include a copy of such bona
fide written offer and a description of any other material terms of the
offer not contained in such offer, including the identity of the
transferee, the price or other consideration for which the shares of the
Stock are proposed to be sold or transferred, and the number of shares of
the Stock to be sold or transferred, and (y) contain an irrevocable offer
to sell such shares of the Stock to the Purchaser at the same price and on
the same terms contained in the bona fide written offer. For a period of
twenty days after its receipt of such notice, the Purchaser and/or its
designee(s) shall have the right and option to purchase all or a portion of
the shares of the Stock at the same price and on the same terms contained
in the bona fide written offer.

          If, after payment of all amounts under the Plan and distribution
of the Stock (i) there remain any assets of Reorganized Polaroid (the
"Remaining Assets") and (ii) either the Pre-Petition Agent shall have made
a Bank Reimbursement or Purchaser shall have made a Second Tier
Reimbursement, then, unless Reorganized Polaroid determines in good faith
that there continues to be a reasonable expectation of additional Estate
Costs, Reorganized Polaroid will (x) pay to Purchaser such percentage of
the Remaining Assets as the amount of the Second Tier Reimbursement
actually paid bears to the sum of the amount of the Bank Reimbursement
actually paid and the amount of the Second Tier Reimbursement actually paid
(such sum, the "Total Reimbursement Paid"), up to $5,000,000 and (y) pay to
the Pre-Petition Agent, for the benefit of the Secured Lenders, such
percentage of the Remaining Assets as the amount of the Bank Reimbursement
actually paid bears to the Total Reimbursement Paid, up to $5,000,000.
Reorganized Polaroid will not make any distributions or payments (other
than distributions of the Stock or on account of Estate Costs) unless
Reorganized Polaroid shall have (i) made all of the payments described in
the immediately preceding sentence and (ii) waived their rights to receive
any and all payments under Section 7.04(b) of the Asset Purchase Agreement
and waived their rights to sell the Stock to Purchaser under Section
7.04(c) of the Purchase Agreement.

G.       The Plan Administrator

          1. Appointment.

             Prior to the Confirmation Date, the Creditors' Committee will
designate an entity, which entity shall be reasonably acceptable to
Purchaser and Pre-Petition Agent, to serve as the Plan Administrator
pursuant to the Plan Administration Agreement and the Plan, until
resignation or discharge and the appointment of a successor Plan
Administrator in accordance with the Plan Administration Agreement,
provided that, pursuant to the Plan, Wind Down Associates is deemed to be
reasonably acceptable to Purchaser and the Pre-Petition Agent.

          2. Rights, Powers and Duties of Reorganized Polaroid and the Plan
             Administrator.

             Reorganized Polaroid will retain and have all the rights, powers
and duties necessary to carry out its responsibilities under the Plan. Such
rights, powers and duties, which shall be exercisable by the Plan
Administrator on behalf of Reorganized Polaroid pursuant to the Plan and
the Plan Administration Agreement, shall include, among others:

          (a) investing Reorganized Polaroid's Cash, including, but not
limited to, the Cash held in the Reserves in (A) direct obligations of the
United States of America or obligations of any agency or instrumentality
thereof which are guaranteed by the full faith and credit of the United
States of America; (B) short term obligations of the United States Treasury
and repurchase agreements fully collateralized by obligations of the United
States Treasury, including funds consisting solely or primarily of such
obligations and repurchase agreements; (C) money market deposit accounts,
checking accounts, savings accounts or certificates of deposit, or other
time deposit accounts that are issued by a commercial bank or savings
institution organized under the laws of the United States of America or any
state thereof; or (D) any other investments that may be permissible under
(I) section 345 of the Bankruptcy Code or (II) any order of the Bankruptcy
Court entered in the Debtors' Chapter 11 cases;

          (b) calculating and paying all distributions to be made under the
Plan, the Plan Administration Agreement and other orders of the Bankruptcy
Court to Holders of Allowed Administrative Claims, Allowed Priority Tax
Claims, Allowed Non-Tax Priority Claims, Allowed Other Secured Claims,
Allowed Convenience Claims, and Allowed General Unsecured Claims;

          (c) employing, supervising and compensating professionals
retained to represent the interests of and serve on behalf of Reorganized
Polaroid;

          (d) making and filing tax returns for any of the Debtors or
Reorganized Polaroid;

          (e) objecting to (or allowing and paying) Claims or Interests
filed against any of the Debtors' Estates on any basis; provided that the
Plan Administrator shall consult, in good faith, with the Purchaser and the
Pre-Petition Agent with respect to such objections, allowance and payment
as required by the Plan;

          (f) seeking estimation of contingent or unliquidated claims under
section 502 of the Bankruptcy Code;

          (g) seeking determination of tax liability under section 505 of
the Bankruptcy Code;

          (h) prosecuting avoidance actions under sections 544, 545, 547,
548, 549 and 553 of the Bankruptcy Code;

          (i) prosecuting turnover actions under sections 542 and 543 of
the Bankruptcy Code;

          (j) prosecuting, settling, dismissing or otherwise disposing of
the Litigation Claims;

          (k) dissolving Reorganized Polaroid;

          (l) exercising all powers and rights, and taking all actions,
contemplated by or provided for in the Plan Administration Agreement; and

          (m) taking any and all other actions necessary or appropriate to
implement or consummate the Plan and the provisions of the Plan
Administration Agreement.

          3. Compensation of the Plan Administrator.

             The Plan Administrator will be compensated from the Operating
Reserve pursuant to the terms of the Wind Down Engagement Letter. Any
professionals retained by the Plan Administrator will be entitled to
reasonable compensation for services rendered and reimbursement of expenses
incurred from the Operating Reserve. The payment of the fees and expenses
of the Plan Administrator and its retained professionals will be made in
the ordinary course of business and will not be subject to the approval of
the Bankruptcy Court but will be subject to review by the Plan Committee.

          4. Indemnification.

             Reorganized Polaroid and the Estates will, to the fullest extent
permitted by the laws of the State of Delaware, indemnify and hold harmless
the Plan Administrator (in its capacity as such) and the Plan
Administrator's and Reorganized Polaroid's agents, representatives,
professionals and employees, including, without limitation, the Designated
Representative (collectively the "Indemnified Parties") from and against
and with respect to any and all liabilities, losses, damages, claims, costs
and expenses, including but not limited to attorneys' fees, arising out of
or due to their actions or omissions, or consequences of such actions or
omissions, with respect to Reorganized Polaroid and the Estates or the
implementation or administration of the Plan and the Plan Administration
Agreement, if the Indemnified Party acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
Reorganized Polaroid and the Estates and, with respect to any criminal
action or proceeding, had no reasonable cause to believe its conduct was
unlawful. To the extent Reorganized Polaroid and the Estates indemnify and
hold harmless the Indemnified Parties as provided above, the legal fees and
related costs incurred by counsel to the Plan Administrator in monitoring
and participating in the defense of such claims giving rise to the right of
indemnification will be paid out of the Operating Reserve. The
indemnification provisions of the Plan Administration Agreement will remain
available to and be binding upon any former Plan Administrator and will
survive the termination of the Plan Administration Agreement.

          5. Insurance

             The Plan Administrator will be authorized to obtain all
reasonably necessary insurance coverage for itself, its agents,
representatives, employees or independent contractors, and Reorganized
Polaroid, including, but not limited to, coverage with respect to (i) any
property that is or may in the future become the property of Reorganized
Polaroid and (ii) the liabilities, duties and obligations of the Plan
Administrator and its agents, representatives, employees or independent
contractors under the Plan Administration Agreement (in the form of an
errors and omissions policy or otherwise), the latter of which insurance
coverage may, at the sole option of the Plan Administrator, remain in
effect for a reasonable period (not to exceed seven years) after the
termination of the Plan Administration Agreement.

          6. Authority to Object to Claims and Interests and to Settle
             Disputed Claims.

             Prior to the Effective Date, (x) the Creditors' Committee shall
be primarily responsible for the reconciliation and allowance of general
unsecured claims, provided that, the Creditors' Committee shall consult, in
good faith, with the Debtors and the Purchaser with respect to such
reconciliation and allowance of such general unsecured claims; and (y) the
Debtors shall be primarily responsible for the reconciliation, allowance or
payment of administrative, priority, and secured claims, provided that, the
Debtors shall consult, in good faith, with the Creditors' Committee, the
Purchaser and the Pre-Petition Agent with respect to the reconciliation,
allowance and payment of administrative and priority claims. From and after
the Effective Date, the Plan Administrator shall be primarily responsible
for the claims reconciliation process with respect to the allowance and
payment of general unsecured, administrative and priority claims and shall
be authorized (i) to object to any Claims or Interests filed against any of
the Debtors' Estates and (ii) pursuant to Bankruptcy Rule 9019(b) and
section 105(a) of the Bankruptcy Code, to compromise and settle Disputed
Claims, in accordance with the following procedures, which shall constitute
sufficient notice in accordance with the Bankruptcy Code and the Bankruptcy
Rules for compromises and settlements of claims, provided that, the Plan
Administrator shall consult, in good faith, with the Plan Committee,
Purchaser, and Pre-Petition Agent with respect to such reconciliation,
allowance and payment of such general unsecured, administrative or priority
claims subject to the following requirements:

          (a) If the proposed settlement of a Disputed Claim Amount of the
Disputed Claim is less than $50,000, Reorganized Polaroid and the Plan
Administrator will be authorized and empowered to settle such Disputed
Claim and execute necessary documents, including a stipulation of
settlement or release, without notice to any party.

          (b) If the proposed settlement of a Disputed Claim Amount of the
Disputed Claim is equal to or more than $50,000 but less than $1,000,000,
Reorganized Polaroid and the Plan Administrator will be authorized and
empowered to settle such Disputed Claim and execute necessary documents,
including a stipulation of settlement or release, upon five (5) Business
Days' written notice to the Plan Committee, the Pre-Petition Agent and the
Purchaser.

          (c) If proposed settlement of a Disputed Claim Amount of the
Disputed Claim is equal to or greater than $1,000,000, Reorganized Polaroid
and the Plan Administrator will be authorized and empowered to settle such
Disputed Claim and execute necessary documents, including a stipulation of
settlement or release, only following five (5) days' written notice to the
Plan Committee, the Pre-Petition Agent and the Purchaser and upon receipt
of Bankruptcy Court approval of such settlement.

              If the Plan Committee, the Pre-Petition Agent or the Purchaser
objects to the proposed settlement of a Disputed Claim within the foregoing
prescribed time deadlines, then (A) if the Plan Committee, the Pre-Petition
Agent or the Purchaser withdraws for any reason its objection to such
settlement, the Plan Administrator may enter into the proposed settlement
without further notice and a hearing or entry of an order of the Bankruptcy
Court or (B) if the Plan Committee, the Pre-Petition Agent or the Purchaser
does not withdraw its objection, the Plan Administrator will have the
option of (I) forgoing entry into the settlement agreement that is the
subject of the Plan Committee's, the Pre-Petition Agent's or the
Purchaser's objection, (II) modifying the terms of the settlement agreement
in a way that results in the Plan Committee, the Pre-Petition Agent or the
Purchaser withdrawing its objection, or (III) following five (5) days'
written notice to the Plan Committee, the Pre-Petition Agent or the
Purchaser, seeking an order of the Bankruptcy Court authorizing the Plan
Administrator to enter into the settlement agreement over the Plan
Committee's, the Pre-Petition Agent's or the Purchaser's objection.

H.     Other Matters

          1. Treatment of Executory Contracts and Unexpired Leases

             Under Bankruptcy Code section 365, the Debtors have the right,
subject to court approval, to assume or reject any executory contract or
unexpired lease. If the Debtors reject an executory contract or unexpired
lease that was entered into before the Petition Date, the contract or lease
will be treated as if it had been breached on the date immediately
preceding the Petition Date, and the other party to the agreement will have
a General Unsecured Claim for damages incurred as a result of the
rejection. In the case of rejection of employment severance agreements and
real property leases, damages are subject to certain limitations imposed by
Bankruptcy Code sections 365 and 502.

          (a) Rejected Contracts and Leases

              Except as otherwise provided in the Plan, or in any contract,
instrument, release or other agreement or document entered into in
connection with the Plan, each of the executory contracts and unexpired
leases to which any Debtor is a party, to the extent such contracts or
leases are executory contracts or unexpired leases, shall be rejected by
the applicable Debtor on the Confirmation Date, unless such contract or
lease previously (a) shall have been assumed or rejected by the Debtors
(including, but not limited to, those executory contracts and unexpired
leases assumed and assigned to Purchaser) or (b) shall have expired or
terminated pursuant to its own terms; provided, however, that neither the
inclusion by the Debtors of a contract or lease in the Plan Supplement nor
anything contained in the Plan nor this Disclosure Statement shall
constitute an admission by any Debtor that such contract or lease is an
executory contract or unexpired lease or that any Debtor or its successors
and assigns has any liability thereunder. The Confirmation Order shall
constitute an order of the Bankruptcy Court approving the rejections
described in the Plan or this Disclosure Statement, pursuant to section 365
of the Bankruptcy code, as of the Confirmation Date.

          (b) Bar to Rejection Damages

              If the rejection of an executory contract or unexpired lease
pursuant to Section 7.1 of the Plan gives rise to a Claim by the other
party or parties to such contract or lease, such Claim shall be forever
barred and shall not be enforceable against the applicable Debtor or its
Estate, Reorganized Polaroid, the Plan Administrator or their respective
successors or properties unless a proof of Claim is filed and served on
Reorganized Polaroid and counsel for Reorganized Polaroid within thirty
(30) days after service of a notice of entry of the Confirmation Order or
such other date as prescribed by the Bankruptcy Court.

          (c) Asset Purchase Agreement.

              Notwithstanding anything to the contrary in the Plan, the
obligations, if any, of the Debtors under the Asset Purchase Agreement and
the Sale Order shall be deemed and treated as executory contracts that are
assumed by Reorganized Polaroid pursuant to the Plan and Section 365 of the
Bankruptcy Code as of the Effective Date. Nothing contained in the Plan or
any Confirmation Order shall be deemed to conflict with, or derogate from,
the terms of the Asset Purchase Agreement or the Sale Order, such that, to
the extent there are any inconsistencies between the terms of the Asset
Purchase Agreement and the Sale Order, on the one hand, and the Plan and
the Confirmation Order, on the other, the terms of the Asset Purchase
Agreement and the Sale Order shall govern. In addition, any amounts that
become payable by the Debtors pursuant to the Asset Purchase Agreement or
any of the documents delivered by the Debtors pursuant to or in connection
with the Asset Purchase Agreement shall not be discharged, modified, or
otherwise affected by the Plan or the Confirmation Order.

          2. Bar Dates for Certain Claims

          (a) Administrative Claims

              The Confirmation Order will establish an Administrative Claims
Bar Date for filing Administrative Claims, which date will be forty-five
(45) days after the Confirmation Date. The Administrative Claims Bar Date
will be applicable for Holders of asserted Administrative Claims first
accruing after ____, 2003, other than Fee Claims and Indenture Trustee
fees. Holders of asserted Administrative Claims, except for Fee Claims, not
paid prior to the Confirmation Date shall submit proofs of Claim on or
before such Administrative Claims Bar Date or forever be barred from doing
so. The notice of Confirmation to be delivered pursuant to Bankruptcy Rules
3020(c) and 2002(f) will set forth such date and constitute notice of this
Administrative Claims Bar Date. The Debtors, or Reorganized Polaroid, as
the case may be, shall have forty-five (45) days (or such longer period as
may be allowed by order of the Bankruptcy Court) following the
Administrative Claims Bar Date to review and object to such Administrative
Claims before a hearing for determination of allowance of such
Administrative Claims.

          (b) Professional Fee Claims; Substantial Contribution Claims

              All persons requesting compensation or reimbursement of Fee
Claims pursuant to section 327, 328, 330, 331, 503(b) or 1103 of the
Bankruptcy Code for services rendered to the Debtors prior to the Effective
Date (including requests under section 503(b)(4) of the Bankruptcy Code by
any Professional or other entity for making a substantial contribution in
the Chapter 11 Cases) shall file and serve on Reorganized Polaroid, counsel
for Reorganized Polaroid and counsel to the Creditors' Committee an
application for final allowance of compensation and reimbursement of
expenses no later than sixty (60) days after the Effective Date, unless
otherwise ordered by the Bankruptcy Court. Objections to applications of
such Professionals or other entities for compensation or reimbursement of
expenses must be filed and served on Reorganized Polaroid, counsel for
Reorganized Polaroid and the requesting Professional or other entity no
later than sixty (60) days (or such longer period as may be allowed by
order of the Bankruptcy Court) after the date on which the applicable
request for compensation or reimbursement was served.

          (c) Indenture Trustee Fees.

              Under the Plan, the reasonable fees and expenses of the Indenture
Trustee (which includes the reasonable fees and expenses of any
professionals retained by the Indenture Trustee), will be paid in Cash,
provided that, any distributions to be received by Holders of Allowed Note
Claims pursuant to the Plan will not be reduced on account of the payment
of any Indenture Trustee's fees and expenses.

              Prior to the Effective Date, the Indenture Trustee will submit to
the Debtors appropriate documentation in support of the fees and expenses
incurred by the Indenture Trustee through that date (including any
estimated fees and expenses through the Effective Date), whether incurred
prior to or subsequent to the Petition Date, together with a detailed,
reasonable estimate of any fees and expenses to be incurred thereafter.
Such estimate may include, without limitation, projected fees and expenses
relating to surrender and cancellation of notes, distribution of
securities, and fees and expenses to be incurred in respect of any
challenge to the claims asserted by the Indenture Trustee, whether based on
the Notes or the claimed amount of such fees and expense. On or prior to
the Effective Date, the Debtors or Reorganized Polaroid will pay the
undisputed amount of the Indenture Trustee's fees and expenses.

              No later than 30 days after the Effective Date, or as soon
thereafter as may be practical, the Indenture Trustee will deliver a final
invoice for its fees and expenses. The Plan Administrator will have a
period of 30 days after receipt to review the final invoice and provide the
Indenture Trustee with any objection to the final invoice, stating with
specificity its objections to particular charges. If the Indenture Trustee
receives no objection within 30 days, then the Indenture Trustee shall be
paid such amount without the need for any further approval of the
Bankruptcy Court. If the Plan Administrator timely advises the Indenture
Trustee in writing that it objects to all or a portion of such fees, which
objection states with specificity its objection to particular charges, (i)
Reorganized Polaroid shall pay the undisputed portion of the fees and
expenses and (ii) the Indenture Trustee may either, at its option, submit
the disputed portion to the Bankruptcy Court for resolution or exercise its
rights under the 1997 Indenture. The Indenture Trustee will not be required
to file a fee application or to comply with guidelines and rules applicable
to a fee application, and will not be subject to Sections 330 or 503(b) of
the Bankruptcy Code.

              The Indenture Trustee's charging lien will be discharged solely
upon payment in full of such fees and expenses. Accordingly, nothing herein
shall be deemed to impair, waive or discharge the Indenture Trustee's
charging lien, for any fees and expenses not paid by the Debtors or
Reorganized Polaroid, as applicable.

          3. Tax Reporting and Compliance.

              In connection with the Plan and all instruments issued in
connection therewith and distributions thereof, the Debtors, and
Reorganized Polaroid, as the case may be, shall comply with all withholding
and reporting requirements imposed by any federal, state, local or foreign
taxing authority and all distributions hereunder shall be subject to any
such withholding and reporting requirements. Reorganized Polaroid is hereby
authorized, on behalf of each of the Debtors, to request an expedited
determination under section 505(b) of the Bankruptcy Code of the tax
liability of the Debtors for all taxable periods ending after the Petition
Date through, and including, the Effective Date.

          4. Payment of Statutory Fees

             All fees payable pursuant to section 1930 of title 28, United
States Code, as determined by the Bankruptcy Court at the Confirmation
Hearing, shall be paid on the Effective Date, and neither the Debtors,
their Estates, Reorganized Polaroid nor the Plan Administrator shall
thereafter be liable for the payment from additional fees under 28 U.S.C.
section 1930 other than with respect to Polaroid's Chapter 11 Case.

I.     Retention of Jurisdiction

          Pursuant to Bankruptcy Code sections 105(a) and 1142 and
notwithstanding entry of the Confirmation Order and the occurrence of the
Effective Date, the Court will retain exclusive jurisdiction over all
matters arising out of, and related to, the Chapter 11 Cases and the Plan
to the fullest extent permitted by law, including, among other things,
jurisdiction to:

          (a)   Allow, disallow, determine, liquidate, classify, estimate
                or establish the priority or secured or unsecured status of
                any Claim or Interest, including the resolution of any
                request for payment of any Administrative Claim and the
                resolution of any objections to the allowance or priority
                of Claims or Interests;

          (b)   Grant or deny any applications for allowance of
                compensation or reimbursement of expenses authorized
                pursuant to the Bankruptcy Code or the Plan for periods
                ending on or before the Effective Date;

          (c)   Resolve any matters related to the assumption, assumption
                and assignment, or rejection of any executory contract or
                unexpired lease to which any Debtor is a party or with
                respect to which any Debtor or Reorganized Polaroid may be
                liable and to hear, determine and, if necessary, liquidate
                any Claims arising therefrom;

          (d)   Ensure that distributions to Holders of Allowed Claims are
                accomplished pursuant to the provisions of the Plan;

          (e)   Decide or resolve any motions, adversary proceedings,
                contested or litigated matters and any other matters and
                grant or deny any applications involving the Debtors that
                may be pending on the Effective Date;

          (f)   Enter such orders as may be necessary or appropriate to
                implement or consummate the provisions of the Plan and all
                contracts, instruments, releases and other agreements or
                documents created in connection with the Plan, the
                Disclosure Statement or the Confirmation Order;

          (g)   Resolve any cases, controversies, suits or disputes that
                may arise in connection with the consummation,
                interpretation or enforcement of the Plan or any contract,
                instrument, release or other agreement or document that is
                executed or created pursuant to the Plan, or any entity's
                rights arising from or obligations incurred in connection
                with the Plan or such documents;

          (h)   Modify the Plan before or after the Effective Date pursuant
                to section 1127 of the Bankruptcy Code or modify the
                Disclosure Statement, the Confirmation Order or any
                contract, instrument, release or other agreement or
                document created in connection with the Plan, the
                Disclosure Statement or the Confirmation Order, or remedy
                any defect or omission or reconcile any inconsistency in
                any Bankruptcy Court order, the Plan, the Disclosure
                Statement, the Confirmation Order or any contract,
                instrument, release or other agreement or document created
                in connection with the Plan, the Disclosure Statement or
                the Confirmation Order, in such manner as may be necessary
                or appropriate to consummate the Plan;

          (i)   Hear and determine all applications for compensation and
                reimbursement of expenses of Professionals under the Plan
                or under sections 328, 330, 331, 503(b), 1103 and
                1129(c)(9) of the Bankruptcy Code, provided, however, that
                from and after the Effective Date the payment of fees and
                expenses of Reorganized Polaroid, the Plan Committee and
                the Plan Administrator shall be made in the ordinary course
                of business and shall not be subject to the approval of the
                Bankruptcy Court.

          (j)   Hear and determine matters concerning the Plan Committee
                and its members and their respective professionals;

          (k)   Issue injunctions, enter and implement other orders or take
                such other actions as may be necessary or appropriate to
                restrain interference by any entity with consummation,
                implementation or enforcement of the Plan or the
                Confirmation Order;

          (l)   Hear and determine the causes of action by or on behalf of
                the Debtors or Reorganized Polaroid;

          (m)   Hear and determine matters concerning state, local and
                federal taxes in accordance with sections 346, 505 and 1146
                of the Bankruptcy Code;

          (n)   Enter and implement such orders as are necessary or
                appropriate if the Confirmation Order is for any reason or
                in any respect modified, stayed, reversed, revoked or
                vacated or distributions pursuant to the Plan are enjoined
                or stayed;

          (o)   Determine any other matters that may arise in connection
                with or relate to the Plan, the Disclosure Statement, the
                Confirmation Order or any contract, instrument, release or
                other agreement or document created in connection with the
                Plan, the Disclosure Statement or the Confirmation Order;

          (p)   Enforce all orders, judgments, injunctions, releases,
                exculpations, indemnifications and rulings entered in
                connection with the Chapter 11 Cases;

          (q)   Hear and determine all disputes or other matters arising in
                connection with the interpretation, implementation or
                enforcement of the Asset Purchase Agreement, the Ancillary
                Agreements, and the Sale Order;

          (r)   Hear and determine all matters related to (i) the property
                of the Estates from and after the Confirmation Date, (ii)
                the winding up of the Debtors' affairs and (iii) the
                activities of Reorganized Polaroid and the Plan
                Administrator, including (A) challenges to or approvals of
                Reorganized Polaroid's or the Plan Administrator's
                activities, (B) resignation or removal of the Plan
                Administrator and selection of a successor Plan
                Administrator, (C) reporting by, termination of and
                accounting by Reorganized Polaroid and the Plan
                Administrator and (D) release of the Plan Administrator
                from its duties;

          (s)   Hear and determine disputes with respect to compensation of
                (i) Reorganized Polaroid's professional advisors, (ii) the
                Plan Administrator and its professional advisors, and (iii)
                the Plan Committee, its members and its professional
                advisors;

          (t)   Hear and determine such other matters as may be provided in
                the Confirmation Order or as may be authorized under the
                Bankruptcy Code; and

          (u)   Enter an order closing the Chapter 11 Cases.

J.     Confirmation and Consummation of the Plan

          1. Confirmation Date

             The following are conditions precedent to the occurrence of the
Confirmation Date: (a) the Confirmation Order shall be reasonably
acceptable in form and substance to the Proponents, the Pre-Petition Agent
and Purchaser and (b) the Substantive Consolidation Order, which may be the
Confirmation Order, shall be reasonably acceptable in form and substance to
the Proponents, the Pre-Petition Agent and the Purchaser and shall have
been entered by the Bankruptcy Court prior to or contemporaneously with the
Confirmation Order.

          2. Waiver of Conditions

             The conditions set forth in Article IX of the Plan, may be waived
in whole or in part by the Proponents, without any other notice to parties
in interest or the Court and without a hearing. The failure to satisfy or
waive any condition to the Confirmation or the Effective Date may be
asserted by the Proponents or Reorganized Polaroid regardless of the
circumstances giving rise to the failure of such condition to be satisfied
(including any action or inaction by the Proponents or Reorganized
Polaroid). The failure of the Proponents or Reorganized Polaroid to
exercise any of the foregoing rights will not be deemed a waiver of any
other rights, and each such right will be deemed an ongoing right that may
be asserted at any time.

          3. Consequences of Non-Occurrence of Effective Date.

             If the Effective Date does not occur within one hundred eighty
(180) days of the Confirmation Date, or by such later date, after notice
and hearing, as is proposed by the Proponents, then upon motion by the
Proponents and upon notice to such parties in interest as the Bankruptcy
Court may direct, the Confirmation Order will be vacated by the Bankruptcy
Court; provided, however, that, notwithstanding the filing of such motion,
the Confirmation Order may not be vacated if the Effective Date occurs
before the Bankruptcy Court enters an order granting such motion. If the
Confirmation Order is vacated pursuant the provisions of the Plan, (a) the
Plan shall be null and void in all respects; (b) any settlement of Claims
shall be null and void without further order of the Bankruptcy Court; and
(c) the time within which the Debtors may assume and assign, or reject all
executory contracts and unexpired leases shall be extended for a period of
thirty (30) days after the date the Confirmation Order is vacated.

K.     EFFECT OF PLAN CONFIRMATION

          1. Binding Effect

             The Plan will be binding upon and inure to the benefit of the
Debtors, all present and former Holders of Claims and Interests, and their
respective successors and assigns.

          2. Releases

          (a) Releases by the Debtors

              On the Effective Date, each of the Debtors shall release
unconditionally, and hereby is deemed to forever release unconditionally
(i) the Debtors' directors, officers, employees, agents and professionals
as of the Petition Date, (ii) the Creditors' Committee and the Plan
Committee and, solely in their respective capacities as members or
representatives of the Creditors' Committee and the Plan Committee, as
applicable (and not as individual lenders or creditors to or on behalf of
the Debtors), each member of the Creditors' Committee and the Plan
Committee; (iii) the Plan Administrator; (iv) the Pre-Petition Lenders, the
DIP Lenders, the Pre-Petition Agent and the DIP Agent; and (v) the
respective agents, advisors, accountants, investment bankers, consultants,
attorneys and other representatives (including the respective current and
former directors, officers, employees, members, shareholders and
professionals) of any of the foregoing or of the Debtors or any affiliates
or subsidiaries of the Debtors from any and all claims, obligations, suits,
judgments, damages, rights, causes of action and liabilities whatsoever
(other than the right to enforce the performance of their respective
obligations, if any, to the Debtors or Reorganized Polaroid under the Plan,
the Plan Administration Agreement and the contracts, instruments, releases
and other agreements delivered under the Plan and the Plan Administration
Agreement), whether liquidated or unliquidated, fixed or contingent,
matured or unmatured, known or unknown, foreseen or unforeseen, then
existing or thereafter arising, in law, equity or otherwise that are based
in whole or in part on any act or omission, transaction, event or other
occurrence taking place on or prior to the Effective Date in any way
relating to the Debtors, the Chapter 11 Cases, the Plan or the Disclosure
Statement; provided, however, that other than as to the Claims of the
Pre-Petition Agent, the Pre-Petition Lenders, the DIP Agent and the DIP
Lenders nothing in this Section shall be deemed to waive any objection to
any Claim against the Debtors or any rights to object to any such Claim or
to bring an adversary proceeding to subordinate a Claim under section
510(c) of the Bankruptcy Code, to recharacterize a Claim as an Interest,
all of which rights, claims and defenses are expressly preserved, provided
further, that the releases granted in clause (i) above shall not release
any officer of the Debtors that was not hired, retained or engaged by
Purchaser on or prior to September 30, 2002 or any person or entity covered
in clause (i) above against whom a cause of action has been asserted by or
on behalf of the Debtors or the Estates prior to the Effective Date.

          (b) Releases by Holders of Claims and Interests

              On the Effective Date, each Holder of a Claim that voted to
accept the Plan, in consideration for the obligations of the Debtors and
Reorganized Polaroid under the Plan and the Stock or Cash and other
contracts, instruments, releases, agreements or documents to be delivered
in connection with the Plan, each entity (other than a Debtor) that has
held, holds or may hold a Claim, as applicable, will be deemed to forever
release, waive and discharge, to the fullest extent permissible under
applicable law, as such law may be extended or interpreted subsequent to
the Effective Date, all claims, demands, debts, rights, causes of action or
liabilities (other than the right to enforce the Debtors' or Reorganized
Polaroid's obligations under the Plan, the Plan Administration Agreement
and the contracts, instruments, releases, agreements and documents
delivered under the Plan and the Plan Administration Agreement), whether
liquidated or unliquidated, fixed or contingent, matured or unmatured,
known or unknown, foreseen or unforeseen, then existing or thereafter
arising, in law, equity or otherwise that are based in whole or in part on
any act or omission, transaction, event or other occurrence taking place on
or prior to the Effective Date in any way relating to the Debtors, the
Chapter 11 Cases, the Plan or the Disclosure Statement that such entity
has, had or may have against the Creditors' Committee, the Plan Committee
or their respective members, attorneys, accountants and financial advisors,
acting in such capacity, the Plan Administrator, the Pre-Petition Lenders,
the DIP Lenders, the Pre-Petition Agent and the DIP Agent and any Debtor
and the present and former directors, officers, shareholders, employees,
agents, advisors, accountants, investment bankers, consultants, attorneys
and other representatives of all of the foregoing.

          (c) Releases by Lenders.

              On the Effective Date, each of the Pre-Petition Lenders, the DIP
Lenders, the Pre-Petition Agent and the DIP Agent will be deemed to forever
release, waive and discharge, to the fullest extent permissible under
applicable law, as such law may be extended or interpreted subsequent to
the Effective Date, all claims, demands, debts, rights, causes of action or
liabilities (other than the right to enforce the Debtors' or Reorganized
Polaroid's obligations under the Sale Order, the Plan, the Plan
Administration Agreement and the contracts, instruments, releases,
agreements and documents delivered under the Plan and the Plan
Administration Agreement), whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen,
then existing or thereafter arising, in law, equity or otherwise that are
based in whole or in part on any act or omission, transaction, event or
other occurrence taking place on or prior to the Effective Date in any way
relating to the Debtors, the Chapter 11 Cases, the Plan or the Disclosure
Statement that such entity has, had or may have against the Creditors'
Committee, the Plan Committee, or the Plan Administrator or their
respective members attorneys, accountants and financial advisors, acting in
such capacity, and any Debtor and its present and former directors,
officers, shareholders, employees, agents, advisors, accountants,
investment bankers, consultants, attorneys and other representatives.

          (d) Injunction Related to Releases

              The Confirmation Order will permanently enjoin the commencement
or prosecution by any entity, whether directly, derivatively or otherwise,
of any claims, obligations, suits, judgments, damages, demands, debts,
rights, causes of action or liabilities released pursuant to the Plan.

          3. Discharge of Claims and Termination of Interests

             Pursuant to section 1141(d)(3) of the Bankruptcy Code,
Confirmation will not discharge Claims against the Debtors; provided,
however, that no Holder of a Claim against any Debtor may, on account of
such Claim, seek or receive any payment or other distribution from, or seek
recourse against, any Debtor, Reorganized Polaroid, their respective
successors or their respective property, except as expressly provided
herein.

          4. Exculpation and Limitation of Liability

             Neither the Debtors nor the Creditors' Committee, the Plan
Committee, the Pre-Petition Lenders, the DIP Lenders, the Pre-Petition
Agent, the DIP Agent or the Plan Administrator, nor any of their respective
present or former members, officers, directors, shareholders, employees,
advisors, attorneys or agents, shall have or incur any liability to, or be
subject to any right of action by, any Holder of a Claim or an Interest, or
any other party in interest, or any of their respective agents,
shareholders, employees, representatives, financial advisors, attorneys or
affiliates, or any of their successors or assigns, for any act or omission
in connection with, relating to, or arising out of, the Debtors' Chapter 11
Cases, the pursuit of confirmation of the Plan, the consummation of the
Plan or the administration of the Plan or the property to be distributed
under the Plan, except for their willful misconduct or gross negligence,
and in all respects shall be entitled to rely reasonably upon the advice of
counsel with respect to their duties and responsibilities under the Plan.

          5. Injunction

             Except as otherwise provided in the Plan, the Confirmation Order
shall provide, among other things, that from and after the Confirmation
Date all Persons who have held, hold or may hold Claims against or
Interests in the Debtors are (i) permanently enjoined from taking any of
the following actions against the Pre-Petition Agent, the Pre-Petition
Lenders, the DIP Agent, the DIP Lenders, the Estate(s), the Debtors,
Reorganized Polaroid, the Plan Administrator, the Creditors' Committee or
the members thereof, the Plan Committee or the members thereof, or any of
their property on account of any such Claims or Interests and (ii)
preliminarily enjoined from taking any of the following actions against any
of the Pre-Petition Agent, the Pre-Petition Lenders, the DIP Agent, the DIP
Lenders, the Estate(s), the Debtors, Reorganized Polaroid, the Plan
Administrator, the Creditors' Committee or the members thereof, the Plan
Committee or the members thereof or their property on account of such
Claims or Interests: (A) commencing or continuing, in any manner or in any
place, any action or other proceeding; (B) enforcing attaching, collecting
or recovering in any manner any judgment, award, decree or order; (C)
creating, perfecting or enforcing any lien or encumbrance; (D) asserting a
setoff, right of subrogation or recoupment of any kind against any debt,
liability or obligation due to the Debtors; and (E) commencing or
continuing, in any manner or in any place, any action that does not comply
with or is inconsistent with the provisions of the Plan; provided, however,
that (x) nothing contained herein shall preclude such persons from
exercising their rights pursuant to and consistent with the terms of the
Plan and (y) the preliminary injunction of actions against the Debtors,
Reorganized Polaroid, the Plan Administrator, the Creditors' Committee and
the members thereof and the Plan Committee and the members thereof and
their property (if any) shall be dissolved and terminate one day following
the termination of the Plan Administration Agreement in accordance with the
terms thereof. By accepting distributions pursuant to the Plan, each Holder
of an Allowed Claim receiving distributions pursuant to the Plan will be
deemed to have specifically consented to the injunctions set forth in the Plan.

          6. Term of Bankruptcy Injunction or Stays.

             All injunctions or stays provided for in the Chapter 11 Cases
under section 105 or 362 of the Bankruptcy Code, or otherwise, and in
existence on the Confirmation Date, shall remain in full force and effect
until all property of the Estates of Reorganized Polaroid and the other
Debtors has been distributed and Reorganized Polaroid has been dissolved.

                     V. RISK FACTORS TO BE CONSIDERED

          Holders of Impaired Claims and Interests who are entitled to vote
on the Plan should read and carefully consider the following factors, as
well as the other information set forth in this Disclosure Statement (and
the documents delivered together herewith and/or incorporated by reference
herein), before deciding whether to vote to accept or to reject the Plan.

          If the total amount of Administrative Claims, Priority Tax
Claims, Class 1 Non-Tax Priority Claims, and Class 2 Other Secured exceed
the cash available to the estate, the Plan Administrator may be required to
sell some of the Stock in order to satisfy such Claims. In that event, the
amount of Cash and/or Stock to be distributed on behalf of Class 3 General
Unsecured Claims and Class 4 Convenience Claims would decrease.

          Additionally, there may be Disputed Claims that are material and
depending on the resolution of such Disputed Claims, the total amount of
all Claims may be in excess of the total amount of Allowed Claims assumed
in the development of the Plan. The actual amount of Allowed Claims may
differ significantly from the estimates set forth in the table in Article
II, "Overview of the Plan." Accordingly, the amount of distribution that
will be ultimately received by any particular Holder of an Allowed Class 3
General Unsecured Claim or Class 4 Convenience Claim may be adversely
affected by the aggregate amount of all Allowed Claims.

          VI. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

          The following discussion is a general summary of certain federal
income tax aspects of the Plan to Holders of Claims who are entitled to
vote to confirm or reject the Plan and should not be relied upon for
purposes of determining the specific tax consequences of the Plan with
respect to a particular Holder of a Claim. The following discussion does
not discuss the federal income tax aspects of the Plan to the Debtors, its
affiliates or Reorganized Polaroid. The description of tax consequences
below is for informational purposes only and is subject to significant
uncertainties.

          The tax consequences of the Plan to Holders of a Claim may vary
based on the individual circumstances of each Holder and the following
discussion is not a substitute for careful tax planning and advice based
upon the individual circumstances of each Holder. This discussion does not
address foreign, state or local tax consequences of the Plan, nor does it
purport to address the federal tax consequences of the Plan to special
classes of taxpayers (such as foreign entities, nonresident alien
individuals, S Corporations, mutual funds, insurance companies, financial
institutions, small business investment companies, regulated investment
companies, broker-dealers and tax-exempt organizations). Furthermore,
estate and gift taxes are not addressed herein. Each Holder of a Claim
affected by the Plan should consult his or her own tax advisor regarding
the specific tax consequences of the Plan with respect to that Holder's claim.

          No opinions of counsel, rulings or determinations from the
Internal Revenue Service ("IRS") or any other tax authority have been
requested or obtained with respect to any of the tax aspects of the Plan.
No tax opinion is given by this disclosure.

          The following discussion is based upon existing provisions of the
Internal Revenue Code of 1986, as amended (the "Tax Code"), existing and
proposed Treasury regulations thereunder, and current administrative
rulings and court decisions. No assurance can be given that legislative or
administrative changes or court decisions may not be forthcoming which
would alter or modify the analyses and conclusions set forth below, by
reason of a prospective or retroactive change in the applicable law.
Further, there can be no assurance that the IRS will not challenge any or
all of the tax aspects of the Plan, or that such a challenge, if made,
would be successful. If such a challenge is asserted and is successful, the
recovery of the Holders of Claims may be reduced.

          Federal income taxes, like many other taxes, are priority claims.
Accordingly, such claims must be satisfied before most other claims may be
paid. It is not anticipated that the implementation of the Plan will result
in any material federal, state or local tax liability, however, this
conclusion is not free from doubt, and the consequences of the Plan are
subject to significant uncertainties which may result in material federal,
state and local tax liabilities upon audits.

A.     Tax Consequences to Holders of Claims

          Holders of Claims will generally recognize gain (or loss) to the
extent the amount realized under the Plan in respect of their Claims
exceeds (or is exceeded by) their respective tax bases in their Claims. The
amount realized for this purpose generally should equal the amount of cash
and the fair market value of any other assets received (including, but not
limited to, the Stock) or deemed received for federal income tax purposes
under the Plan in respect of their respective Claims. A Holder of a Claim
that receives or is deemed to receive for federal income tax purposes a
non-cash asset under the Plan in respect of its Claim generally should have
a tax basis in such asset in an amount equal to the fair market value of
such asset on the date of receipt for federal income tax purposes.

          The tax treatment of Holders of Claims and the character, amount
and timing of income, gain or loss recognized as a consequence of the Plan
and the distributions provided for by the Plan will depend upon, among
other things, (i) the manner in which a Holder acquired a Claim; (ii) the
length of time a Claim has been held; (iii) whether the Claim was acquired
at a discount; (iv) whether the Holder has taken a bad debt deduction in
the current or prior years; (v) whether the Holder has previously included
accrued but unpaid interest with respect to a Claim; (vi) the method of tax
accounting of a Holder; and (vii) whether a Claim is an installment
obligation for federal income tax purposes. Therefore, Holders of Claims
should consult their tax advisor for information that may be relevant to
their particular situation and circumstances and the particular tax
consequence to such Holders as a result thereof.

B.     Information Reporting and Backup Withholding

          Under the backup withholding rules of the Tax Code, Holders of
Claims may, under certain circumstances, be subject to "backup withholding"
at a rate of 30% with respect to payments made pursuant to the Plan, unless
such Holder either (i) comes within certain exempt categories (generally
including corporations, foreign persons and certain pass-through entities)
and, when required, demonstrates this fact, or (ii) provides a correct
taxpayer identification number and certifies under penalties of perjury
that the taxpayer identification number is correct and that the Holder is
not otherwise subject to backup withholding because of an underreporting
failure. Any amounts withheld pursuant to the withholding or backup
withholding rules are creditable against such Holder's United States
federal income tax liability, and may entitle such Holder to a refund.

C.     Importance of Obtaining Professional Tax Assistance

          THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN
INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX
PLANNING WITH A TAX PROFESSIONAL. THE ABOVE DISCUSSION IS FOR INFORMATIONAL
PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES ARE IN MANY CASES
UNCERTAIN AND MAY VARY DEPENDING ON A HOLDER'S PARTICULAR CIRCUMSTANCES.
ACCORDINGLY, HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE
UNITED STATES FEDERAL, STATE, AND LOCAL, AND APPLICABLE FOREIGN INCOME AND
OTHER TAX CONSEQUENCES OF THE PLAN.

                       VII. CONFIRMATION OF THE PLAN

The Court may confirm the Plan only if it determines that the Plan complies
with the technical requirements of Chapter 11, including, among other things,
that (a) the Plan has properly classified Claims and Interests, (b) the Plan
complies with applicable provisions of the Bankruptcy Code, (c) the Proponents
have complied with applicable provisions of the Bankruptcy Code, (d) the
Proponents have proposed the Plan in good faith and not by any means forbidden
by law, (e) disclosure of "adequate information" as required by section 1125
of the Bankruptcy Code has been made, (f) the Plan has been accepted by the
requisite votes of all classes of creditors (except to the extent that
"cramdown" is available under Bankruptcy Code section 1129(b)), (g) the Plan
is in the "best interests" of all Holders of Claims in an Impaired Class, and
(h) all fees and expenses payable under 28 U.S.C. section 1930, as determined by
the Court at the Confirmation Hearing, have been paid or the Plan provides for
the payment of such fees on the Effective Date.

A.     Acceptance of the Plan

          As a condition to confirmation, the Bankruptcy Code requires that
each Class of Impaired Claims vote to accept the Plan, under certain
circumstances.

          Bankruptcy Code section 1126(c) defines acceptance of a plan by a
class of impaired claims as acceptance by holders of at least two-thirds in
dollar amount and more than one-half in number of claims in that class, but
forth that purpose only counts those who actually vote to accept or reject
the plan. Thus, a Class of Claims will have voted to accept the Plan only
if two-thirds in amount and a majority in number actually voting cast their
Ballots in favor of acceptance.

B.     Feasibility

          Bankruptcy Code section 1129(a)(11) requires that confirmation of
the Plan not be likely to be followed by the liquidation, or the need for
further financial reorganization, of the Debtors or any successors to the
Debtors under the Plan, unless such liquidation or reorganization is
proposed in the Plan. The Plan proposed by the Proponents provides for a
liquidation of the Debtors' remaining assets and a distribution of Cash
and/or Stock to creditors in accordance with the priority scheme of the
Bankruptcy Code and the terms of the Plan. The ability of Reorganized
Polaroid to make the distributions described in the Plan does not depend on
future earnings of the Debtors. Accordingly, the Proponents believe that
the Plan is feasible and meets the requirements of Bankruptcy Code section
1129(a)(11).

C.     Best Interests Test

          Even if a plan is accepted by the holders of each class of claims
and interests, the Bankruptcy Code requires that a bankruptcy court find
that the plan is in the "best interests" of all holders of claims or
interests that are impaired by the plan and that have not accepted the
plan. The "best interests" test, as set forth in Bankruptcy Code section
1129(a)(7), requires a bankruptcy court to find either that (i) all members
of an impaired class of claims or interest have accepted the plan or (ii)
the plan will provide a member who has not accepted the plan with a
recovery of property of a value, as of the effective date of the plan, that
is not less than the amount that such holder would receive or retain if the
debtor were liquidated under chapter 7 of the Bankruptcy Code on such date.

          To calculate the probable distribution to holders of each
impaired class of claims and interests if a debtor were liquidated under
chapter 7, a court must first determine the aggregate dollar amount that
would be generated from a debtor's assets if its chapter 11 case was
converted to a chapter 7 case under the Bankruptcy Code. This "liquidation
value" would consist primarily of the proceeds from a forced sale of the
debtor's assets by a chapter 7 trustee.

          The amount of liquidation value available to unsecured creditors
would be reduced by, first, the claims of secured creditors to the extent
of the value of their collateral, and, second, by the costs and expenses of
liquidation, as well as by other administrative expenses and costs of both
the chapter 7 case and the chapter 11 case. Costs of liquidation under
chapter 7 of the Bankruptcy Code would include the compensation of a
trustee, as well as counsel and other professionals retained by the
trustee, asset disposition expenses, all unpaid expenses incurred by the
debtor in its chapter 11 case (such as compensation of attorneys, financial
advisors and accountants) that are allowed in the chapter 7 case,
litigation costs, and claims arising from the operations of the debtor
during the pendency of the chapter 11 case. The liquidation itself would
trigger certain priority payments that otherwise would be due in the
ordinary course of business. Those priority claims would be paid in full
from the liquidation proceeds before the balance would be made available to
pay general claims or to make any distribution in respect of their equity
interests. The liquidation would also prompt the rejection of a large
number of executory contracts and unexpired leases and thereby
significantly enlarge the total pool of unsecured claims by reason of
resulting rejection claims.

          Once the court ascertains the recoveries in liquidation of the
secured creditors and priority claimants, it must determine the probable
distribution to general unsecured creditors and equity security Holders
from the remaining available proceeds in liquidation. If such probable
distribution has a value greater than the distribution to be received by
such creditors and equity security Holders under a debtor's plan, then such
plan is not in the best interest of creditors and equity security Holders.

D.   Application of the "Best Interests" Test to the Liquidation Analysis and
     the Valuation

          Substantially all of the Debtors' assets have already been
liquidated pursuant to the Asset Purchase Agreement. Therefore, the
Debtors' Estates consist of the remaining proceeds of the sale to
Purchaser, the Stock and certain assets not sold to the Purchaser. Although
the Plan's proposed liquidation and a chapter 7 liquidation would have the
same goal of liquidating the remainder of the Debtors' Estates and
distributing all of the proceeds to creditors, the Proponents believe that
the Plan provides a more efficient vehicle to establish that goal.
Liquidating the Debtors' Estates pursuant to chapter 7 would require the
appointment of a chapter 7 trustee. The appointment of the chapter 7
trustee, as well as any professionals retained by the chapter 7 trustee,
would increase the operating costs associated with the liquidation of the
Debtors' Estates. Further, like the Debtors, a chapter 7 trustee would
complete the liquidation of the Debtors' remaining assets, resolve Disputed
Claims and make distributions to creditors. A chapter 7 trustee, however,
would not have the benefit of the institutional knowledge of the Debtors to
resolve the Disputed Claims efficiently. Therefore, the Proponents believe
that a chapter 7 trustee, on average, would settle the Disputed Claims for
higher amounts than the Proponents, as a result of the Debtors' knowledge
of their business and the resulting Claims. The Proponents also believe
that distributions would occur in a shorter time period pursuant to the
Plan than if the Debtors' Estates were liquidated pursuant to a chapter 7
liquidation. A conversion to chapter 7 would take time and a chapter 7
trustee, once appointed, and any professionals hired by the chapter 7
trustee would require additional time to gain familiarity with the Debtors
and their creditors, thus delaying the initial distribution to creditors.

          After considering the effects that a chapter 7 liquidation would
have on the ultimate proceeds available to creditors in the Chapter 11
Cases, the Proponents have determined that a chapter 7 liquidation would
result in a substantial diminution in the value to be realized by the
Holders of certain Claims and a delay in making distributions to all
Classes of Claims entitled to a distribution. The Debtors believe that
Holders of Class 3 General Unsecured Claims and Class 4 Convenience Claims
would receive less in a chapter 7 liquidation than under the Plan.
Therefore, the Proponents believe that the Plan satisfies the requirements
of section 1129(a)(7) of the Bankruptcy Code.

E.     Alternatives to Confirmation and Consummation of the Plan

          Since the Debtors have no ongoing operations, the alternatives to
the Plan are very limited and not likely to benefit creditors. Although the
Debtors could theoretically file a new plan, the most likely result if the
Plan is not confirmed and consummated is that the Chapter 11 Cases will be
converted to cases under chapter 7 of the Bankruptcy Code. The Proponents
believe that conversion of these Chapter 11 Cases to chapter 7 would result
in (i) significant delay in distributions to all creditors who are entitled
to a distribution under the Plan and (ii) diminished recoveries to Holders
of Class 3 General Unsecured Claims and Class 4 Convenience Claims

                         VIII. VOTING REQUIREMENTS

          On ________ __, 2003, the Court entered an order (the "Procedures
Order"), among other things, approving this Disclosure Statement, setting
voting procedures, scheduling the hearing on confirmation of the Plan, and
approving the notice of the confirmation hearing and certain related
matters (the "Confirmation Hearing Notice"). A copy of the Confirmation
Hearing Notice is enclosed with this Disclosure Statement. It sets forth in
detail, among other things, procedures governing voting deadlines and
objection deadlines. The Confirmation Hearing Notice and the instructions
attached to the Ballot, if any, accompanying this Disclosure Statement
should be read in connection with this section of this Disclosure
Statement.

          If you have any questions about the Voting procedure for voting
your Claim or the packet of material you received, please contact the
Voting Agent:

                           Donlin Recano & Co., Inc.
                           419 Park Avenue
                           New York, New York 10016
                           (212) 481-1411

          If you wish to obtain an additional copy of the Plan, this
Disclosure Statement, or any exhibits to such documents, at your own
expense, unless otherwise specifically required by Bankruptcy Rule 3017(d),
please contact the Voting Agent.

A.     Parties in Interest Entitled to Vote

          Under Bankruptcy Code section 1124, a class of claims or
interests is deemed to be "impaired" under a plan unless (i) the plan
leaves unaltered the legal, equitable, and contractual rights to which such
claim or interest entitles the holder thereof or (ii) notwithstanding any
legal right to an accelerated payment of such claim or interest, the plan
cures all existing defaults (other than defaults resulting from the
occurrence of events of bankruptcy) and reinstates the maturity of such
claim or interest as it existed before the default.

          In general, a holder of a claim or interest may vote to accept or
to reject a plan if (i) the claim or interest is "allowed," which means
generally that no party in interest has objected to such claim or interest,
and (ii) the claim or interest is impaired by the plan. If, however, the
holder of an impaired claim or interest will not receive or retain any
distribution under the plan on account of such claim or interest, the
Bankruptcy Code deems such holder to have rejected the plan, and,
accordingly, holders of such claims and interests do not actually vote on
the plan. If a claim or interest is not impaired by the plan, the
Bankruptcy Code deems the holder of such claim or interest to have accepted
the plan and, accordingly, holders of such claims and interests are not
entitled to vote on the plan.

B.     Impaired Classes of Claims or Interests Under the Plan

          Classes 3 and 4 are entitled to vote to accept or reject the
Plan. By operation of law, each Unimpaired Class of Claims is deemed to
have accepted the Plan and, therefore, is not entitled to vote to accept or
reject the Plan. By operation of law, Classes 5 and 6 are deemed to have
rejected the Plan and therefore are not entitled to vote to accept or
reject the Plan.

                          IX. SECURITIES LAW ISSUES

A.     Section 1145 of the Bankruptcy Code.

          With respect to the distribution of the Stock pursuant to the
Plan, the Plan Proponents and the Purchaser intend to rely on the exemption
from registration requirements of Section 5 of the Securities Act of 1933
(the "Securities Act") (and of equivalent state securities or "blue sky"
laws) provided by Bankruptcy Code section 1145(a). Generally, Bankruptcy Code
ss. 1145(a)(1) exempts the offer and sale of a security of the debtor, an
affiliate participating in a joint plan with the debtor, or a successor to
the debtor under the plan from such registration requirements if the
following conditions are satisfied: (i) the recipients of the securities
hold a claim against, an interest in, or a claim for an administrative
expense against, the debtor or its affiliate participating in a joint plan
with the debtor and (ii) the securities are offered or sold in exchange for
the recipient's claim against, interest in, or claim for administrative
expense in the case concerning, the debtor or such affiliate, or are
offered or sold "principally" in such exchange and "partly" for cash or
property. The Plan Proponents believe that the Stock to be distributed
pursuant to the Plan will satisfy the requirements of Bankruptcy Code section
1145(a)(1).

B.     Registration.

          The Stock may be resold by the holders thereof without
restriction, except for any such holder that is deemed to be an
"underwriter" with respect to the Stock as defined in Bankruptcy Code section
1145(b)(1) of the Bankruptcy Code. Generally, Bankruptcy Code section
1145(b)(1) defines an "underwriter" as any person who (i) purchases a claim
against, or an interest in, a debtor with a view toward distribution of any
security to be received in exchange for such claim or interest, (ii) offers
to sell securities issued pursuant to a bankruptcy plan for the holders of
such securities, (iii) offers to buy securities issued pursuant to a
bankruptcy plan from persons receiving such securities, if the offer to buy
is made with a view towards distribution of such securities and under an
agreement made in connection with the plan, with the consummation of the
plan, or with the offer or sale of securities under the plan, or (iv) is an
issuer as used in Section 2(11) of the Securities Act. Section 2(11) of the
Securities Act provides that the term "issuer" includes all persons who,
directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with, an issuer of securities.
Under Rule 405 of Regulation C under the Securities Act, the term "control"
means the possession, direct or indirect, of the power to direct or cause
the direction or the policies of a person, whether through the ownership of
voting securities, by contract or otherwise. Accordingly, an officer or
director of a reorganized debtor (or its affiliate or successor) under a
plan of reorganization may be deemed to "control" such debtor (and
therefore might be an underwriter for purposes of Bankruptcy Code section
1145), particularly if such management position is coupled with the
ownership of a significant percentage of a debtor's (or affiliate's or
successor's) voting securities. Any entity that is an "underwriter" but not
an "issuer" with respect to an issue of securities is, however, entitled to
engage in exempt "ordinary trading transactions" within the meaning of
Bankruptcy Code section 1145(b).

          Rule 144A, promulgated under the Securities Act, provides a
non-exclusive safe harbor exemption from the registration requirements of
the Securities Act for resales to certain "qualified institutional buyers"
of securities that are "restricted securities" within the meaning of the
Securities Act, irrespective of whether the seller of such securities
purchased his or its securities with a view toward reselling such
securities under the provisions of Rule 144A. Under Rule 144A, a "qualified
institutional buyer" is defined to include, among other persons (e.g.,
"dealers" registered as such pursuant to Section 15 of the Exchange Act and
"banks" as defined in Section 3(a)(2) of the Securities Act), any entity
that purchases securities for its own account or for the account of another
qualified institutional buyer and which (in the aggregate) owns and invests
on a discretionary basis at least $100 million in the securities of
unaffiliated issuers. Subject to certain qualifications, Rule 144A does not
exempt the offer or sale of securities that, at the time of their issuance,
were securities of the same class of securities then listed on a national
securities exchange (registered as such under Section 6 of the Exchange
Act), or quoted in a U.S. automated inter-dealer quotation system (e.g.,
NASDAQ). Given that none of the shares of the Stock to be distributed on
the Distribution Date will be securities of a class then listed or quoted
as described above, holders of such securities who are deemed to be
"underwriters" within the meaning of Bankruptcy Code section 1145(b)(1) or who
may otherwise be deemed to be "affiliates" of, or to exercise "control"
over, the Purchaser within the meaning of Rule 405 of Regulation C under
the Securities Act should, assuming that all other conditions of Rule 144A
are met, be entitled to avail themselves of the safe harbor resale
provisions thereof.

          To the extent that Rule 144A is unavailable, holders may, under
certain circumstances, be able to sell their securities pursuant to the
more limited safe harbor resale provisions of Rule 144 under the Securities
Act. Generally, Rule 144 provides that if certain conditions are met (e.g.,
one-year holding period with respect to "restricted securities," volume
limitations, manner of sale, availability of current information about the
issuer, etc.), specified persons who (a) resell "restricted securities" or
(b) resell securities which are not restricted but who are "affiliates" of
the issuer of the securities sought to be resold, will not be deemed to be
"underwriters" as defined in Section 2(11) of the Securities Act. Under
paragraph (k) of Rule 144, the aforementioned conditions to resale will no
longer apply to restricted securities sold for the account of a holder who
is not an affiliate of the Purchaser at the time of such resale and who has
not been such during the three-month period next preceding such resale, so
long as a period of at least two years have elapsed since the later of (i)
the Effective Date and (ii) the date on which such holder acquired his or
its securities pursuant to the Plan.

          Entities who believe that they may be "underwriters" are advised
to consult their own counsel with respect to whether they may be
"underwriters" and the availability of the exemptions provided by
Bankruptcy Code section 1145 or Securities Act Rules 144 and Rule 144A.

          Recipients of securities offered or sold pursuant to the Plan are
advised to consult with their own counsel with respect thereto, and
specifically, as to the availability of any exemption from registration
under state law for resales in any given instance and as to any applicable
requirements of or conditions to the availability thereof.

          IN VIEW OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF
WHETHER A PARTICULAR PERSON MAY BE AN UNDERWRITER OR AN AFFILIATE OF THE
PURCHASER, THE PLAN PROPONENTS AND THE PURCHASER MAKE NO REPRESENTATIONS OR
AGREEMENTS CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN THE STOCK TO BE
DISTRIBUTED PURSUANT TO THE PLAN. ACCORDINGLY, THE PLAN PROPONENTS AND THE
PURCHASER RECOMMEND THAT POTENTIAL RECIPIENTS OF THE STOCK CONSULT THEIR
OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH STOCK.

                     X. RECOMMENDATION AND CONCLUSION

          THE PROPONENTS BELIEVE THAT CONFIRMATION OF THE PLAN IS IN THE
BEST INTERESTS OF THE DEBTORS, THEIR ESTATES, AND THEIR CREDITORS. The Plan
provides for an equitable and early distribution to creditors. The
Proponents believe that any alternative confirmation of the Plan, such as
liquidation under Chapter 7, could result in significant delays,
litigations, and costs, as well as a reduction in the distributions to
Holders of certain Classes of Claims. FOR THESE REASONS, THE PROPONENTS
URGE YOU TO RETURN YOUR BALLOT AND VOTE TO ACCEPT THE PLAN.

Dated:  Wilmington, Delaware
        January 15, 2003

                                  Respectfully submitted,



                                  PRIMARY PDC, INC. (f/k/a Polaroid Corporation)
                                  (for itself and on behalf of the Subsidiary
                                  Debtors)

                                  By: /s/ Kevin R. Pond
                                      --------------------------------
                                  Name:   Kevin R. Pond
                                  Title   President and Secretary

                                  Counsel:


                                  Gregg M. Galardi (I.D. No. 2991)
                                  Eric M. Davis (I.D. No. 3621)
                                  Mark L. Desgrosseilliers (I.D. No. 4083)
                                  SKADDEN, ARPS, SLATE, MEAGHER
                                    & FLOM LLP
                                  One Rodney Square
                                  P.O. Box 636
                                  Wilmington, Delaware
                                  19899-0636 (302)
                                  651-3000

                                         -and-

                                  Eric W. Kaup
                                  SKADDEN, ARPS, SLATE, MEAGHER
                                      & FLOM (ILLINOIS)
                                  333 West Wacker Drive
                                  Chicago, Illinois  60606-1285
                                  (312) 407-0700

                                  Attorneys for Debtors and
                                    Debtors in Possession

                                         -and-

                                  Brendan L. Shannon (I.D. No. 3136)
                                  Robert S. Brady (I.D. No. 2847)
                                  Joseph A. Malfitano (I.D. No. 4020)
                                  YOUNG CONAWAY STARGATT
                                    & TAYLOR, LLP
                                  The Brandywine Building
                                  1000 West Street, 17th Floor
                                  Wilmington, Delaware 19801
                                  (302) 571-6600

                                         and-

                                  Fred S. Hodara
                                  Philip C. Dublin
                                  Nava Hazan
                                  AKIN GUMP STRAUSS HAUER
                                   & FELD LLP
                                  590 Madison Avenue
                                  New York, New York  10022
                                  (212) 872-1000

                                  Attorneys for the Official Committee
                                   of Unsecured Creditors



<PAGE>




                                  EHXIBIT A



<PAGE>



                   IN THE UNITED STATES BANKRUPTCY COURT
                        FOR THE DISTRICT OF DELAWARE



------------------------------------------
                                           X
                                           :
In re                                      :        Chapter 11
                                           :
POLAROID CORPORATION, et al.,              :        Case No. 01-10864 (PJW)
                                           :
                         Debtors.          :        Jointly Administered
                                           :
                                           :
                                           X
------------------------------------------


         AMENDED JOINT PLAN OF REORGANIZATION OF PRIMARY PDC, INC.
          (F/K/A POLAROID CORPORATION) AND ITS DEBTOR SUBSIDIARIES
             AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
             -------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                <C>
Gregg M. Galardi (I.D. No. 2991)                  Brendan L. Shannon (I.D. No. 3136)
Eric M. Davis (I.D. No. 3621)                     Robert S. Brady (I.D. No. 2847)
Mark L. Desgrosseilliers (I.D. No. 4083)          Joseph A. Malfitano (I.D. No. 4020)
SKADDEN, ARPS, SLATE, MEAGHER                     YOUNG CONAWAY STARGATT
     & FLOM LLP                                         & TAYLOR, LLP
One Rodney Square                                 The Brandywine Building
P.O. Box 636                                      1000 West Street, 17th Floor
Wilmington, Delaware 19899-0636                   Wilmington, Delaware  19801
(302) 651-3000                                    (302) 571-6600


         -and-                                             -and-

Eric W. Kaup                                      Fred S. Hodara
SKADDEN, ARPS, SLATE, MEAGHER                     Philip C. Dublin
     & FLOM (ILLINOIS)                            Nava Hazan
333 West Wacker Drive                             AKIN GUMP STRAUSS HAUER
Chicago, Illinois  60606-1285                           & FELD LLP
(312) 407-0700                                    590 Madison Avenue
                                                  New York, New York  10022
                                                  (212) 872-1000

ATTORNEYS FOR DEBTORS AND                         ATTORNEYS FOR THE OFFICIAL COMMITTEE
DEBTORS IN POSSESSION                             OF UNSECURED CREDITORS

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                  TABLE OF CONTENTS

                                                                                                                Page

<S>                                                                                                              <C>
Article I DEFINED TERMS AND RULES OF INTERPRETATION...............................................................2

Article II CLASSIFICATION OF CLAIMS AND INTERESTS................................................................14
              2.1     Unclassified Claims........................................................................14
              2.2     Unimpaired Classes of Claims...............................................................14
              2.3     Impaired Classes of Claims.................................................................15
              2.4     Impaired Class of Interests/Claims.........................................................15

Article III TREATMENT OF CLAIMS AND INTERESTS....................................................................15
              3.1     Unclassified Claims........................................................................15
              3.2     Unimpaired Classes of Claims...............................................................16
              3.3     Impaired Classes of Claims.................................................................16
              3.4     Impaired Class of Interests and Subordinated Claims........................................18
              3.5     Special Provision Regarding Unimpaired Claims..............................................18

Article IV MEANS FOR IMPLEMENTATION OF THE PLAN..................................................................18
              4.1     Rule 9019 Settlement and Compromise of Alleged Causes of Action with
                      Respect to Note Claims.....................................................................18
              4.2     Substantive Consolidation..................................................................19
              4.3     Merger of Subsidiaries into Polaroid.......................................................19
              4.4     Continued Corporate Existence; Dissolution of Reorganized Polaroid.........................20
              4.5     Certificate of Incorporation and By-laws...................................................20
              4.6     Ownership of New Common Stock; Directors and Officers; Effectuating
                      Documents; Further Transactions............................................................20
              4.7     The Plan Administrator.....................................................................20
              4.8     No Revesting of Assets.....................................................................24
              4.9     Preservation of Rights of Action; Settlement of Litigation Claims..........................24
              4.10    Creditors' Committee and Plan Committee....................................................24
              4.11    Cancellation of Securities, Instruments and Agreements Evidencing
                      Claims and Interests.......................................................................26
              4.12    Sources of Cash for Plan Distributions.....................................................26
              4.13    Sources of Stock for Plan Distributions....................................................26
              4.14    Applicability of Bankruptcy Code Sections 1145 and 1125(e).................................26
              4.15    Release of Liens...........................................................................27
              4.16    Exemption from Certain Transfer Taxes......................................................27
              4.17    Estate Costs...............................................................................27

Article V ACCEPTANCE OR REJECTION OF THE PLAN....................................................................27
              5.1     Classes Entitled to Vote...................................................................27
              5.2     Acceptance by Impaired Classes.............................................................28
              5.3     Cramdown...................................................................................28

Article VI PROVISIONS GOVERNING DISTRIBUTIONS....................................................................28
              6.1     Distributions for Claims Allowed as of the Effective Date..................................28
              6.2     Interest on Claims.........................................................................28
              6.3     Distributions by Reorganized Polaroid......................................................28
              6.4     Delivery of Distributions and Undeliverable or Unclaimed
                      Distributions..............................................................................29
              6.5     Record Date for Distributions..............................................................30
              6.6     Allocation of Plan Distributions Between Principal and Interest............................30
              6.7     Means of Cash Payment......................................................................30
              6.8     Withholding and Reporting Requirements.....................................................30
              6.9     Setoffs....................................................................................30
              6.10    Fractional Dollars/Shares; De Minimis Distributions........................................30
              6.11    Release of Liens...........................................................................31

Article VII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................................31
              7.1     Rejected Contracts and Leases..............................................................31
              7.2     Bar to Rejection Damages...................................................................31
              7.3     Asset Purchase Agreement...................................................................32

Article VIII PROCEDURES FOR RESOLVING DISPUTED,  CONTINGENT AND UNLIQUIDATED CLAIMS..............................32
              8.1     Objection Deadline; Prosecution of Objections..............................................32
              8.2     No Distributions Pending Allowance.........................................................32
              8.3     Accounts; Escrows; Reserves................................................................32
              8.4     Distributions After Allowance..............................................................33

Article IX CONFIRMATION AND CONSUMMATION OF THE PLAN.............................................................33
              9.1     Confirmation Date..........................................................................34
              9.2     Consequences of Non-Occurrence of Effective Date...........................................34

Article X EFFECT OF PLAN CONFIRMATION............................................................................34
              10.1    Binding Effect.............................................................................34
              10.2    Releases...................................................................................34
              10.3    Discharge of Claims and Termination of Interests...........................................36
              10.4    Exculpation and Limitation of Liability....................................................36
              10.5    Injunction.................................................................................36
              10.6    Term of Bankruptcy Injunction or Stays.....................................................37

Article XI RETENTION OF JURISDICTION.............................................................................37

Article XII MISCELLANEOUS PROVISIONS.............................................................................39
              12.1    Effectuating Documents and Further Transactions............................................39
              12.2    Corporate Action...........................................................................39
              12.3    Exemption from Transfer Taxes..............................................................40
              12.4    Bar Dates for Certain Claims...............................................................40
              12.5    Payment of Statutory Fees..................................................................41
              12.6    Amendment or Modification of this Plan.....................................................41
              12.7    Severability of Plan Provisions............................................................42
              12.8    Successors and Assigns.....................................................................42
              12.9    Plan Supplement............................................................................42
              12.10   Revocation, Withdrawal or Non-Consummation.................................................42
              12.11   Notice.....................................................................................42
              12.12   Tax Reporting and Compliance...............................................................43
              12.13   Schedules..................................................................................43
              12.14   Filing of Additional Documents.............................................................43
</TABLE>


                                INTRODUCTION

          Primary PDC, Inc. (f/k/a Polaroid Corporation) and its subsidiaries
and affiliates that are also debtors and debtors in possession, and the
Official Committee of Unsecured Creditors as "joint proponents of the plan"
within the meaning of section 1129 of the Bankruptcy Code, hereby propose the
following amended joint plan of reorganization which contemplates the
liquidation of the Debtors and the resolution of the outstanding claims
against and interests in the Debtors pursuant to section 1121(a) of the
Bankruptcy Code. Reference is made to the Disclosure Statement (as that term
is defined herein) for a discussion of the Debtors' history, business,
properties and operations, a summary and analysis of the Plan, and certain
related matters including, among other things, the proposed substantive
consolidation of the Debtors' estates. Subject to certain restrictions and
requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy
Rule 3019, the Proponents reserve the right to alter, amend, modify, revoke or
withdraw this Plan prior to its substantial consummation.

                                  ARTICLE I

                   DEFINED TERMS AND RULES OF INTERPRETATION

          Defined Terms. For purposes of this Plan, except as expressly
provided or unless the context otherwise requires, all capitalized terms have
the meanings ascribed to them in Article I of this Plan. Any term that is not
otherwise defined herein, but that is used in the Bankruptcy Code or the
Bankruptcy Rules, will have the meaning given to that term in the Bankruptcy
Code or the Bankruptcy Rules, as applicable. Whenever the context requires,
such terms shall include the plural as well as the singular number, the
masculine gender shall include the feminine, and the feminine gender shall
include the masculine.

          1.1   Administrative Claim means a Claim for costs and expenses of
administration of the Chapter 11 Cases Allowed under section 503(b), 507(b) or
1114(e)(2) of the Bankruptcy Code, including: (a) any actual and necessary
costs and expenses incurred after the Petition Date of preserving the Debtors'
Estates and operating the businesses of the Debtors (such as wages, salaries,
commissions for services and payments for inventories, leased equipment and
premises) and Claims of governmental units for taxes (including tax audit
Claims related to tax years commencing after the Petition Date, but excluding
Claims relating to tax periods, or portions thereof, ending on or before the
Petition Date); (b) compensation for legal, financial, advisory, accounting
and other services and reimbursement of expenses Allowed by the Bankruptcy
Court under section 328, 330, 331 or 503(b) of the Bankruptcy Code to the
extent incurred prior to the Effective Date; (c) all fees and charges assessed
against the Debtors' Estates under section 1930, chapter 123 of title 28,
United States Code; (d) Reclamation Claims to the extent not already paid; and
(e) Claims under the DIP Credit Agreement.

          1.2   Administrative Claim Reserve means the reserve maintained by
Reorganized Polaroid to pay Administrative Claims, Priority Tax Claims and
Non-Tax Priority Claims that first become Allowed Claims after the Effective
Date.

          1.3   Allowed means an Allowed Claim in a particular Class or category
specified. Any reference herein to a particular Allowed Claim includes both
the secured and unsecured portions of such Claim.

          1.4   Allowed Claim means:

               (a) a Claim that has been listed by a Debtor on its Schedules
as liquidated in amount and not disputed or contingent unless it is a Disputed
Claim for which an objection or request for estimation has been Filed by the
Claims Objection Deadline pursuant to Section 8.1 hereof; or

               (b) a Claim for which a proof of claim has been Filed by the
applicable Bar Date, or otherwise has been deemed timely Filed under
applicable law unless it is a Disputed Claim for which an objection or request
for estimation has been Filed by the Claims Objection Deadline pursuant to
Section 8.1 hereof (except for a Disputed Claim set forth in Section 1.36
hereof, for which no objection or request for estimation shall be required);
or

               (c) a Claim that is Allowed (i) by a Final Order; (ii) pursuant
to a settlement; or (iii) pursuant to the terms of this Plan; or

               (d) with respect to an Administrative Claim, an Administrative
Claim for which a Holder thereof Filed and served a request for payment of
such Administrative Claim unless it is a Disputed Claim for which an objection
or request for estimation has been Filed by the claims Objection Deadline
pursuant to Section 8.1 hereof (except for a Disputed Claim set forth in
Section 1.36 hereof, for which no objection or request for estimation shall be
required); or

               (e) any Disputed Claim as to which no objection or request for
estimation has been Filed before the Claims Objection Deadline; provided,
however, that no objection or request for estimation as to any Disputed Claim
set forth in Section 1.36 hereof need be Filed by the Claims Objection
Deadline and, until its resolution, such Disputed Claim shall not be
considered to be Allowed.

          The term "Allowed Claim" shall not, for purposes of computing
distributions under this Plan, include interest on such Claim from and after
the Petition Date, except as provided in section 506(b) of the Bankruptcy Code
or as otherwise expressly set forth in this Plan.

          1.5   Amended Certificate of Incorporation and By-Laws means
Reorganized Polaroid's amended and restated certificate of incorporation and
by-laws in effect under the laws of the State of Delaware, as amended by this
Plan.

          1.6   Ancillary Agreements means that certain (a) Registration Rights
Agreement, dated as of July 31, 2002 by and among the Purchaser, Polaroid and,
solely for the purpose of agreeing to be bound by the provisions of Section
7.1, 8.1 and 8.2 thereof, One Equity Partners, LLC; (b) Escrow Agreement,
dated as of July 31, 2002, by and among Purchaser, Polaroid, the subsidiaries
of Polaroid signatories thereto, and JPMorgan Chase, as escrow agent; (c)
Escrow Agreement, dated as of July 31, 2002, by and between Polaroid and
Fidelity National Title Insurance Company, as escrow agent; and (d) Transition
Services Agreement, dated as of July 31, 2002, by and among the Purchaser,
Polaroid and the subsidiaries of Polaroid signatories thereto.

          1.7   Asset Purchase Agreement means that certain Second Amended and
Restated Asset Purchase Agreement by and among the Purchaser, Polaroid and the
subsidiaries of Polaroid identified therein dated as of July 3, 2002.

          1.8   Available Cash means all Cash held by Reorganized Polaroid as of
the date ten (10) Business Days prior to the date of any distribution, other
than (a), with respect to distributions to be made on the Distribution Date,
(i) Cash to be distributed on the Distribution Date to Holders of Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Non-Tax Priority
Claims, Allowed Convenience Claims, and Allowed Secured Claims that became
Allowed Claims on or before the Effective Date and (ii) Restricted Cash, and
(b), with respect to distributions to be made on any Quarterly Distribution
Date, Restricted Cash.

          1.9   Available Stock means all Stock held by Reorganized Polaroid as
of the date ten (10) Business Days prior to the date of any distribution,
other than (a), with respect to distributions to be made on the Distribution
Date, (i) Stock to be distributed on the Distribution Date to Holders of
Allowed Class 3 General Unsecured Claims and (ii) Restricted Stock, and (b),
with respect to distributions to be made on any Quarterly Distribution Date,
Restricted Stock.

          1.10  Ballot means each of the ballot form or forms distributed to
each Holder of an Impaired Claim, on which the Holder is to indicate
acceptance or rejection of this Plan.

          1.11  Bankruptcy Code means title 11, United States Code, as now in
effect or hereafter amended.

          1.12  Bankruptcy Court means the United States Bankruptcy Court for
the District of Delaware in which the Chapter 11 Cases were commenced on
October 12, 2001, or any other court with jurisdiction over the Chapter 11
Cases.

          1.13  Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure and the local rules of the Bankruptcy Court, as now in effect or
hereafter amended.

          1.14  Bar Date means the applicable deadline by which a proof of
claim must have been or must be Filed, as established by an order of the
Bankruptcy Court, including the Bar Date Order and the Confirmation Order.
The term "Bar Date" also includes the deadline for Filing Fee Claims
established pursuant to Article XII hereof, the deadline for filing
Administrative Claims established pursuant to Article XII hereof and the
deadline for Filing Claims arising from rejection of executory contracts and
unexpired leases established pursuant to Article VII hereof.

          1.15  Bar Date Order means the Order (I) Setting a Final Date for
Filing Proofs of Claims and (II) Approving Form and Manner of Notice Thereof
entered by the Bankruptcy Court on March 22, 2002, as the same may have been
or hereafter may be amended, modified or supplemented.

          1.16  Business Day means any day, other than a Saturday, Sunday or
"legal holiday" (as defined in Bankruptcy Rule 9006(a)).

          1.17  Cash means legal tender of the United States of America and
equivalents thereof.

          1.18  Chapter 11 Cases means (a) when used with reference to a
particular Debtor, the chapter 11 case pending for that Debtor in the
Bankruptcy Court and (b) when used with reference to all Debtors, the chapter
11 cases pending for the Debtors in the Bankruptcy Court.

          1.19  Claim means a "claim," as defined in section 101(5) of the
Bankruptcy Code.

          1.20  Claims Objection Deadline means the last day for Filing
objections to Disputed Claims (other than Disputed Claims set forth in
Section 1.36 hereof, for which no objection or request for estimation shall
be required), which day shall be the later of (a) one hundred and twenty
(120) days after the Effective Date or (b) sixty (60) days after the Filing
of a proof of claim for, or request for payment of, such Claim.

          1.21  Class means a category of Holders of Claims or Interests, as
described in Article II hereof.

          1.22  Collateral means any property or interest in property of the
Debtors' Estates that is subject to a valid and enforceable lien to secure a
Claim.

          1.23  Confirmation Date means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order on the docket of the
Bankruptcy Court.

          1.24  Confirmation Hearing means the hearing held by the Bankruptcy
Court pursuant to section 1128 of the Bankruptcy Code to consider
confirmation of this Plan, as such hearing may be adjourned or continued from
time to time.

          1.25  Confirmation Order means the order of the Bankruptcy Court
confirming this Plan pursuant to section 1129 of the Bankruptcy Code.

          1.26  Convenience Claims means a Claim that would otherwise be
classified as a Class 3 General Unsecured Claim, but is Allowed in an amount
equal to or less than $25,000.

          1.27  Creditors' Committee means the statutory committee of
unsecured creditors appointed in the Chapter 11 Cases pursuant to section
1102 of the Bankruptcy Code.

          1.28  Debtor(s) means, individually, Polaroid or any of the
Subsidiary Debtors and, collectively, all of the above-captioned debtors and
debtors in possession.

          1.29  Delaware General Corporation Law means title 8 of the Delaware
Code, in effect as of the date hereof.

          1.30  Designated Representative means the person (and any successor
thereto) designated from time to time by the Plan Administrator to hold
office and serve as the sole officer and director of Reorganized Polaroid.

          1.31  DIP Agent means JPMorgan Chase Bank, successor to The Chase
Manhattan Bank, as Administrative Agent under the DIP Credit Agreement.

          1.32  DIP Credit Agreement means the Revolving Credit and Guaranty
Agreement dated as of October 12, 2001, among the Debtors, Chase Manhattan
Bank and each of the Lenders signatory thereto, as amended, modified or
supplemented.

          1.33  DIP Lenders means those entities identified as "Banks" in the
DIP Credit Agreement and their respective successors and assigns.

          1.34  Disbursing Agent means Reorganized Polaroid or any party
designated by Reorganized Polaroid to serve as disbursing agent under this
Plan.

          1.35  Disclosure Statement means the written disclosure statement
(including all schedules thereto or referenced therein) that relates to this
Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the
Bankruptcy Code, as the same may be amended, modified or supplemented.

          1.36  Disputed Claim means any Claim, including any Administrative
Claim, which has not been Allowed pursuant to this Plan, a Final Order or a
settlement stipulation, and

               (a) if no proof of claim has been Filed by the applicable Bar
Date: (i) a Claim that has been or hereafter is listed on the Schedules as
disputed, contingent or unliquidated; or (ii) a Claim that has been or
hereafter is listed on the Schedules as other than disputed, contingent or
unliquidated, but as to which the Debtors, Reorganized Polaroid, the Plan
Committee or any other party in interest has interposed a timely objection or
request for estimation in accordance with this Plan, the Bankruptcy Code and
the Bankruptcy Rules by the Claims Objection Deadline or, with respect to Fee
Claims and Administrative Claims, the deadline set forth in Article XII
hereof, as applicable, which objection or request for estimation has not been
withdrawn or determined by a Final Order or a settlement stipulation; or

               (b) if a proof of claim or request for payment of an
Administrative Claim has been Filed by the applicable Bar Date: (i) a Claim
for which no corresponding Claim has been or hereafter is listed on the
Schedules; (ii) a Claim for which a corresponding Claim has been or hereafter
is listed on the Schedules as other than disputed, contingent or
unliquidated, but the nature or amount of the Claim as asserted in the proof
of claim varies from the nature and amount of such Claim as listed on the
Schedules; (iii) a Claim for which a corresponding Claim has been or
hereafter is listed on the Schedules as disputed, contingent or unliquidated;
(iv) a Claim for which a timely objection or request for estimation is
interposed by the Debtors, Reorganized Polaroid, the Plan Committee or any
other party in interest in accordance with this Plan, the Bankruptcy Code and
the Bankruptcy Rules by the Claims Objection Deadline or, with respect to Fee
Claims and Administrative Claims, the deadline set forth in Article XII
hereof, as applicable, which objection or request for estimation has not been
withdrawn or determined by a Final Order or a settlement stipulation.

          1.37 Disputed Claim Amount means the lesser of (a) the
liquidated amount set forth in the proof of claim relating to a Disputed
Claim, (b) the amount estimated by the Bankruptcy Court for purposes of
distributions in respect of such Disputed Claim in accordance with section
502(c) of the Bankruptcy Code pursuant to Section 8.3 hereof, and (c) the
amount of such Disputed Claim Allowed by the Bankruptcy Court pursuant to
section 502 of the Bankruptcy Code, or zero, if such Disputed Claim is
disallowed in its entirety by the Bankruptcy Court pursuant to such section,
in either case, regardless of whether the order or judgment allowing or
disallowing such Claim has become a Final Order; provided, however, that in
the event a Claim has been disallowed, but the order of disallowance has not
yet become a Final Order, the Bankruptcy Court may require the Disbursing
Agent to reserve, and hold in trust for the benefit of each Holder of such
Claim, Cash and/or Stock in an amount equal to the Pro Rata distributions
which the Bankruptcy Court, in its discretion, determines will protect the
rights of such Holder under all of the facts and circumstances relating to
the order of disallowance and the appeal of such Holder from such order.

          1.38  Disputed Claims Reserve means the reserve of Cash and/or
Stock established as maintained by Reorganized Polaroid for Holders of Class
3 General Unsecured Claims on account of Disputed Class 3 General Unsecured
Claims.

          1.39  Distribution Date means the date, occurring as soon as
possible after the Effective Date, upon which distributions from Reorganized
Polaroid are made to Holders of Class 1, 2, 3 and 4 Claims.

          1.40  Distribution Record Date means the Confirmation Date.

          1.41  Effective Date means the Business Day the Plan becomes
effective as provided in Article IX hereof.

          1.42  Estate(s) means, individually, the estate of Polaroid or any
of the Subsidiary Debtors and, collectively, the estates of all of the
Debtors created under section 541 of the Bankruptcy Code.

          1.43  Fee Claim means an Administrative Claim under section 328,
330(a), 331, 503 or 1103 of the Bankruptcy Code for compensation of a
Professional or other entity for services rendered or expenses incurred in
the Chapter 11 Cases on or prior to the Effective Date (including expenses of
the members of the Creditors' Committee incurred as members of the Creditors'
Committee in discharge of their duties as such).

          1.44  Fee Order means the order under 11 U.S.C. ss.ss. 105(a) and
331 Establishing Procedures for Interim Compensation and Reimbursement of
Expenses of Professionals, dated November 5, 2001.

          1.45  File, Filed or Filing means file, filed or filing with the
Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

          1.46  Final Order means an order of the Bankruptcy Court as to which
the time to appeal, petition for certiorari or move for reargument or
rehearing has expired and as to which no appeal, petition for certiorari or
other proceedings for reargument or rehearing shall then be pending or as to
which any right to appeal, petition for certiorari, reargue or rehear shall
have been waived in writing in form and substance satisfactory to the
Proponents or Reorganized Polaroid or, in the event that an appeal, writ of
certiorari or reargument or rehearing thereof has been sought, such order of
the Bankruptcy Court shall have been determined by the highest court to which
such order was appealed, or certiorari, reargument or rehearing shall have
been denied and the time to take any further appeal, petition for certiorari
or move for reargument or rehearing shall have expired; provided, however,
that the possibility that a motion under Rule 59 or Rule 60 of the Federal
Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules,
may be filed with respect to such order shall not preclude such order from
being a Final Order.

          1.47  General Unsecured Claim means a Claim that is not an
Administrative Claim, Priority Tax Claim, Non-Tax Priority Claim, Convenience
Claim, Secured Claim, Other Secured Claim or Intercompany Claim.

          1.48  Holder means an entity holding a Claim or Interest and, with
respect to Note Claims, the beneficial Holder as of the applicable Voting
Record Date or any authorized agent who has completed and executed a Ballot
or on whose behalf a Master Ballot has been completed and executed in
accordance with the voting instructions.

          1.49  Impaired means, when used in reference to a Claim or Interest,
a Claim or Interest that is impaired within the meaning of section 1124 of
the Bankruptcy Code.

          1.50  Indenture Trustee means State Street Bank and Trust Company
(or any successor thereof) as indenture trustee under the 1997 Indenture.

          1.51  Initial Class 3 Distribution Amount means the amount of Stock
or Cash equal to the aggregate Pro Rata shares of Stock or Cash, as
applicable, to which Holders of Allowed Class 3 General Unsecured Claims are
entitled as of the Effective Date, which shall be subject to the appropriate
Reserves.

          1.52  Insured Claim means any Claim arising from an incident or
occurrence that is covered under the Debtors' insurance policies.

          1.53  Intercompany Claim means (a) any account reflecting
intercompany book entries by one Debtor with respect to any other Debtor or
(b) any Claim that is not reflected in such book entries and is held by a
Debtor against any other Debtor.

          1.54  Interest means the legal, equitable, contractual and other
rights of the Holders of Old Common Stock, including the rights of any entity
to purchase or demand the issuance of any of the foregoing, including (a)
conversion, exchange, voting, participation and dividend rights; (b)
liquidation preferences; (c) stock options, warrants and put rights; and (d)
share-appreciation rights.

          1.55 IRC means the Internal Revenue Code of 1986, as amended.

          1.56 IRS means Internal Revenue Service of the United States of
America.

          1.57 Lien means a charge against or interest in property to secure
payment of a debt or performance of an obligation.

                  1.58 Litigation Claims means the claims, rights of
          action, suits, or proceedings, whether in law or in equity, whether
known
or unknown, that the Debtors or their Estates may hold against any Person.

          1.59 Lump Sum Election means the option of a Holder of an Allowed
Class 3 Claim to elect to receive pursuant to the Plan a Cash distribution in
lieu of Available Stock otherwise allocated on account of such Allowed Class
3 Claim, subject to the terms and conditions set forth in Section 3.3 of this
Plan.

          1.60 Master Ballot means the ballot distributed to nominees or
Holders of record of the Notes to record the votes, if any, of the beneficial
Holders of such instruments.

          1.61 New Common Stock means the one share of Reorganized Polaroid
authorized under Section 4.5 of this Plan.

          1.62 Non-Tax Priority Claim means a Claim, other than an
Administrative Claim or Priority Tax Claim, that is entitled to priority in
payment pursuant to section 507(a) of the Bankruptcy Code.

          1.63 Note Claim means a Claim arising from or related to the Notes.

          1.64 Notes means those certain (i) 6 3/4 % Notes due January 15,
2002 issued by Polaroid under that certain Indenture dated January 9, 1997;
(ii) 7 1/4 % Notes due January 15, 2007 issued by Polaroid under that certain
Indenture dated January 9, 1997; and (iii) 11 1/2 % Notes due February 15,
2006 issued by Polaroid under that certain First Supplemental Indenture dated
as of February 17, 1999 (collectively, the "1997 Indenture").

          1.65 Old Common Stock means the common stock of Polaroid issued and
outstanding as of the Petition Date.

          1.66 Old Stock Options means any outstanding options to purchase
Old Common Stock, as of the Petition Date.

          1.67 Operating Reserve means the reserve account to be established
and maintained by Reorganized Polaroid into which Reorganized Polaroid shall
from time to time deposit Cash to fund, among other things, the expenses of
the Plan Administrator and Reorganized Polaroid, as set forth more fully in
the Plan Administration Agreement.

          1.68 Other Secured Claim means a Claim that is secured by a lien on
property in which a Debtor's Estate has an interest or that is subject to
setoff under section 553 of the Bankruptcy Code, to the extent of the value
of the Claim Holder's interest in the applicable Estate's interest in such
property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code or, in the case
of the setoff, pursuant to section 553 of the Bankruptcy Code.

          1.69 Petition Date means October 12, 2001, the date on which the
Debtors filed petitions for relief commencing the Chapter 11 Cases.

          1.70 Plan means this chapter 11 plan of reorganization, including
the Plan Supplement and all supplements, appendices and schedules thereto,
either in its present form or as the same may be altered, amended or modified
from time to time.

          1.71 Plan Administrator means the entity designated by the
Creditors' Committee, which person shall be reasonably acceptable to the
Purchaser and the Pre-Petition Agent, prior to the Confirmation Date and
approved by the Bankruptcy Court pursuant to the Confirmation Order to
administer this Plan in accordance with its terms and the Plan Administration
Agreement and to take such other actions as may be authorized under the Plan
Administration Agreement, and any successor thereto, provided that Wind Down
Associates shall be deemed reasonably acceptable to Purchaser and
Pre-Petition Agent.

          1.72 Plan Administration Agreement means the agreement between and
among Reorganized Polaroid and the Plan Administrator, specifying the rights,
duties and responsibilities of the Plan Administrator under this Plan, in
substantially the form set forth in Exhibit [_____________] to the Plan
Supplement.

          1.73 Plan Committee means the committee as implemented under
Section 4.10(b) of this Plan.

          1.74 Plan Supplement means the forms of documents specified in
Section 12.9 of this Plan.

          1.75 Polaroid means Primary PDC, Inc. (f/k/a Polaroid Corporation),
debtor and debtor-in-possession in Chapter 11 Case No. 01-10864 (PJW) pending
in the Bankruptcy Court.

          1.76 Polaroid Interests means, collectively, the Old Common Stock,
the Old Stock Options and the Subsidiary Interests, together with any other
options, warrants, conversion rights, rights of first refusal or other
rights, contractual or otherwise, to acquire or receive any Old Common Stock
or other ownership interests in Polaroid, and any contracts, subscriptions,
commitments or agreements pursuant to which the non-debtor party was or could
have been entitled to receive shares, securities or other ownership interests
in Polaroid.

          1.77 Pre-Petition Agent means JPMorgan Chase Bank, successor to
Morgan Guaranty Trust Company of New York as Administrative Agent, under the
Pre-Petition Credit Agreement.

          1.78 Pre-Petition Credit Agreement means that certain Amended and
Restated Credit Agreement among Polaroid, the lenders party thereto, Morgan
Guaranty Trust Company of New York, as Administrative Agent and Collateral
Agent and BankBoston, N.A., as Co-Agent dated as of December 11, 1998 as
amended.

          1.79 Pre-Petition Lenders means the lenders under the Pre-Petition
Credit Agreement.

          1.80 Priority Tax Claim means a Claim of a governmental unit of the
kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

          1.81 Proponents means the Debtors and the Creditors' Committee, as
joint proponents of this Plan.

          1.82 Pro Rata means a proportionate share, so that the ratio of (a)
the amount of property to be distributed on account of an Allowed Claim in
Class 3 or 4 to (b) the amount to be distributed on account of all Allowed
Claims in Classes 3 or 4 (as applicable) is the same as the ratio of (A) such
Allowed Claim to (B) the aggregate amount of all Allowed Claims in Class 3 or
4 (as applicable).

          1.83 Professional means (a) any professional employed in the
Chapter 11 Cases pursuant to section 327 or 1103 of the Bankruptcy Code or
otherwise and any professional or other entity seeking compensation or
reimbursement of expenses in connection with the Chapter 11 Cases pursuant to
section 503(b)(4) of the Bankruptcy Code.

          1.84 Purchaser means Polaroid Corporation, f/k/a OEP Imaging
Corporation, a Delaware Corporation.

          1.85 Quarter means the period beginning on the Effective Date and
ending on the next June 30, September 30, December 31 and March 31, and each
three-month period thereafter.

          1.86 Quarterly Distribution Date means the twentieth (20th) day
after the end of the Quarter following the Quarter in which the Effective
Date occurs and the twentieth (20th) day after the end of each subsequent
Quarter.

          1.87 Quarterly Class 3 Distribution Amount means, with respect to
each Quarterly Distribution Date, the amount of Available Cash and/or
Available Stock equal to the aggregate Pro Rata shares of Available Cash
and/or Available Stock to which Holders of Allowed Class 3 Claims are
entitled.

          1.88 Reclamation Claims means Claims for reclamation Allowed in
accordance with section 546(c)(2) of the Bankruptcy Code and the Order under
11 U.S.C.ss. 546 and Fed. R. Bankr. P. 9019 Approving Uniform Procedures for
Reconciliation and Payment of Reclamation Claims, entered by the Bankruptcy
Court on October 15, 2001, as the same may have been or may hereafter be
amended or modified, which Claims shall not include interest on any portion
thereof.

          1.89 Reinstated or Reinstatement means (i) leaving unaltered the
legal, equitable, and contractual rights to which a Claim entitles the Holder
of such Claim or Interest so as to leave such Claim or Interest unimpaired in
accordance with section 1124 of the Bankruptcy Code or (ii) notwithstanding
any contractual provision or applicable law that entitles the Holder of such
Claim to demand or receive accelerated payment of such Claim or Interest
after the occurrence of a default (a) curing any such default that occurred
before or after the Petition Date, other than a default of a kind specified
in section 365(b)(2) of the Bankruptcy Code; (b) reinstating the maturity of
such Claim or Interest as such maturity existed before such default; (c)
compensating the Holder of such Claim or Interest for any damages incurred as
a result of any reasonable reliance by such Holder on such contractual
provision or such applicable law; and (d) not otherwise altering the legal,
equitable, or contractual rights to which such Claim or Interest entitles the
Holder of such Claim or Interest ; provided, however, that any contractual
right that does not pertain to the payment when due of principal and interest
on the obligation on which such Claim or Interest is based, including, but
not limited to, financial covenant ratios, negative pledge covenants,
covenants or restrictions on merger or consolidation, and affirmative
covenants regarding corporate existence prohibiting certain transactions or
actions contemplated by this Plan, or conditioning such transactions or
actions on certain factors, shall not be required to be reinstated in order
to accomplish Reinstatement.

          1.90 Reorganized Polaroid means Polaroid, a Delaware corporation,
on or after the Effective Date.

          1.91 Reserves means, collectively, the Administrative Claims
Reserve, Disputed Claims Reserve, Operating Reserve and Unclaimed
Distribution Reserve.

          1.92 Restricted Cash means the Cash segregated (whether physically
or merely on the books and records of Reorganized Polaroid) by Reorganized
Polaroid to fund the Reserves.

          1.93 Restricted Stock means the Stock segregated (whether
physically or merely on the books and records of Reorganized Polaroid) by
Reorganized Polaroid to fund the Reserves.

          1.94 Sale Order means the Order under 11 U.S.C. ss.ss. 105(a), 363,
365 and 1146(c), and Bankruptcy Rules 2002, 6004, 6006 and 9014, (A)
Approving Asset Purchase Agreement; (B) Authorizing (i) Sale of Substantially
all of Debtors' Assets Free and Clear of Liens, Claims, Interests and
Encumbrances, (ii) Assumption and Assignment of Certain Executory Contracts
and Unexpired Leases, and (iii) Assumption of Certain Liabilities, entered by
the Bankruptcy Court on July 3, 2002.

          1.95 Schedules means the schedules of assets and liabilities, the
list of Holders of Interests and the statements of financial affairs Filed by
the Debtors on December 17, 2001, as such schedules have been or may be
further modified, amended or supplemented in accordance with Bankruptcy Rule
1009 or Orders of the Bankruptcy Court.

          1.96 Secured Claim means a Claim that is secured by a Lien on
property in which an Estate has an interest or that is subject to setoff
under section 553 of the Bankruptcy Code, to the extent of the value of the
Claim Holder's interest in the Estate's interest in such property or to the
extent of the amount subject to setoff, as applicable, as determined pursuant
to section 506(a.

          1.97 Secured Lenders means the entities identified as "Lenders"
under the Pre-Petition Credit Agreement and their respective successors and
assigns.

          1.98 Solicitation Order means the order entered by the Bankruptcy
Court establishing procedures with respect to the solicitation and tabulation
of votes to accept or reject this Plan.

          1.99 Stock means the common stock, par value $.001 per share (the
"Purchaser Common Stock"), of the Purchaser and the shares of Series A, 8%
Cumulative Compounding Preferred Stock, par value $.001 per share,
liquidation preference $100 per share (the "Purchaser Preferred Stock"), of
the Purchaser issued by Purchaser to the Debtors in connection with the Asset
Purchase Agreement.

          1.100 Subordinated Claims means any Claim subordinated pursuant to
sections 510(b) or (c) of the Bankruptcy Code.

          1.101 Subsidiary Debtors means, individually or collectively, a
Debtor or Debtors other than Polaroid, as applicable.

          1.102 Subsidiary Interests means, collectively, the issued and
outstanding shares of stock of the Subsidiary Debtors, as of the Petition
Date.

          1.103 Substantive Consolidation Order means the order, or provision
of the Confirmation Order, substantively consolidating the Chapter 11 Cases,
as provided in Section 4.2 of this Plan.

          1.104 Unit shall mean 34.483 shares of Purchaser Common Stock
together with one share of Purchaser Preferred Stock.

          1.105 Voting Deadline means the last day for submitting Ballots to
accept or reject this Plan in accordance with section 1126 of the Bankruptcy
Code, as specified in the Solicitation Order.

          1.106 Voting Record Date means [ ]

          1.107 Wind Down Associates means Wind Down Associates, LLC.

          1.108 Wind Down Engagement Letter means that certain letter
agreement, dated September 9, 2002, between Wind Down Associates and the
Creditors' Committee.

          Rules of Interpretation. For purposes of this Plan, unless
otherwise provided herein: (a) any reference in this Plan to a contract,
instrument, release or other agreement or document being in a particular form
or on particular terms and conditions means that such document will be
substantially in such form or substantially on such terms and conditions; (b)
any reference in this Plan to an existing document or schedule Filed or to be
Filed means such document or schedule, as it may have been or may be amended,
modified or supplemented pursuant to this Plan; (c) any reference to an
entity as a Holder of a Claim or Interest includes that entity's successors
and assigns; (d) all references in this Plan to Sections, Articles and
Schedules are references to Sections, Articles and Schedules of or to this
Plan; (e) the words "herein," "hereunder" and "hereto" refer to this Plan in
its entirety rather than to a particular portion of this Plan; (f) captions
and headings to Articles and Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the
interpretation of this Plan; (g) subject to the provisions of any contract,
certificates of incorporation, by-laws, instrument, release or other
agreement or document entered into in connection with this Plan, the rights
and obligations arising under this Plan shall be governed by, and construed
and enforced in accordance with, federal law, including the Bankruptcy Code
and Bankruptcy Rules; and (h) the rules of construction set forth in section
102 of the Bankruptcy Code shall apply.

          Computation of Time. In computing any period of time prescribed or
allowed by this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

          Governing Law. Unless otherwise required by federal law (including
the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of
Delaware shall govern the construction and implementation of this Plan and
any agreements, documents, and instruments executed in connection with this
Plan (unless such agreement, document or instrument provides otherwise) and
(ii) the laws of the state of incorporation of Polaroid shall govern
corporate governance matters with respect to Polaroid, in either case without
giving effect to the principles of conflicts of law of such state.

                                 ARTICLE II

                    CLASSIFICATION OF CLAIMS AND INTERESTS

          All Claims and Interests, except Administrative Claims and Priority
Tax Claims, are placed in the Classes set forth below. In accordance with
section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority
Tax Claims, as described below, have not been classified.

          This Plan constitutes a single plan of liquidation for all Debtors.
A Claim or Interest is placed in a particular Class only to the extent that
the Claim or Interest falls within the description of that Class, and is
classified in other Classes to the extent that any portion of the Claim or
Interest falls within the description of such other Classes. A Claim is also
placed in a particular Class for the purpose of receiving distributions
pursuant to this Plan only to the extent that such Claim is an Allowed Claim
in that Class and such Claim has not been paid, released or otherwise settled
prior to the Effective Date.

          2.1  Unclassified Claims.

               (a) Administrative Claims

               (b) Priority Tax Claims

          2.2  Unimpaired Classes of Claims.

               (a) Class 1: Non-Tax Priority Claims. Class 1 consists of all
Non-Tax Priority Claims.

               (b) Class 2: Other Secured Claims. Class 2 consists of all
Other Secured Claims.

           2.3 Impaired Classes of Claims.

               (a) Class 3: General Unsecured Claims. Class 3 consists of all
General Unsecured Claims.

               (b) Class 4: Convenience Claims. Class 4 consists of all
Convenience Claims.

               (c) Class 5: Intercompany Claims. Class 5 consists of all
Intercompany Claims.

           2.4 Impaired Class of Interests/Claims.

               (a) Class 6: Polaroid Interests and Subordinated Claims. Class
6 consists of all Polaroid Interests, Subsidiary Interests and any
Subordinated Claims.

                                 ARTICLE III

                      TREATMENT OF CLAIMS AND INTERESTS

          3.1 Unclassified Claims.

               (a) Administrative Claims. Except as otherwise provided for
herein, and subject to the requirements of Article XII hereof, on, or as soon
as reasonably practicable after (i) the Distribution Date if such
Administrative Claim is an Allowed Administrative Claim as of the Effective
Date or (ii) the first Quarterly Distribution Date after the date such
Administrative Claim becomes an Allowed Administrative Claim, each Holder of
an Allowed Administrative Claim shall receive in full satisfaction,
settlement and release of and in exchange for such Allowed Administrative
Claim (A) Cash equal to the unpaid portion of such Allowed Administrative
Claim or (B) such other treatment as to which the Proponents or Reorganized
Polaroid and the Holder of such Allowed Administrative Claim shall have
agreed upon in writing; provided, however, that Allowed Administrative Claims
with respect to liabilities incurred by the Debtors in the ordinary course of
business during the Chapter 11 Cases shall be paid in the ordinary course of
business in accordance with the terms and conditions of any agreements
relating thereto; provided further, however, that, unless otherwise approved
by order of the Court, no payment in excess of $50,000 shall be made on
account of an Allowed Administrative Claim without the prior written consent
of the Purchaser and Pre-Petition Agent, which consent shall not be
unreasonably withheld.

               (b) Priority Tax Claims. Each Holder of an Allowed Priority
Tax Claim, at the sole option of the Proponents or Reorganized Polaroid,
shall be entitled to receive on account of such Allowed Priority Tax Claim,
in full satisfaction, settlement, release and discharge of and in exchange
for such Allowed Priority Tax Claim, (A) equal Cash payments made on the last
Business Day of every three-month period following the Effective Date, over a
period not exceeding six (6) years after the assessment of the tax on which
such Claim is based, totaling the principal amount of such Claim plus simple
interest on any outstanding balance from the Effective Date calculated at the
interest rate available on ninety (90) day United States Treasuries on the
Effective Date or (B) such other treatment as to which the Proponents or
Reorganized Polaroid and the Holder of such Allowed Priority Tax Claim shall
have agreed upon in writing; provided, however, that any Claim or demand for
payment of a penalty (other than a penalty of the type specified in section
507(a)(8)(G) of the Bankruptcy Code) shall be disallowed pursuant to this
Plan, and the Holder of an Allowed Priority Tax Claim shall not assess or
attempt to collect such penalty from the Debtors or their Estates,
Reorganized Polaroid, the Plan Administrator or their property; provided
further, however, that, unless otherwise approved by order of the Court, no
payment in excess of $50,000 shall be made on account of an Allowed Priority
Tax Claim without the prior written consent of the Purchaser and Pre-Petition
Agent, which consent shall not be unreasonably withheld.

           3.2 Unimpaired Classes of Claims.

               (a) Class 1. Non-Tax Priority Claims. On, or as soon as
reasonably practicable after (i) the Distribution Date if such Non-Tax
Priority Claim is an Allowed Non-Tax Priority Claim as of the Effective Date
or (ii) the first Quarterly Distribution Date after the date such Non-Tax
Priority Claim becomes an Allowed Non-Tax Priority Claim, each Holder of an
Allowed Non-Tax Priority Claim shall receive in full satisfaction, settlement
and release of and in exchange for such Allowed Non-Tax Priority Claim (A)
Cash equal to the amount of such Allowed Non-Tax Priority Claim or (B) such
other treatment as to which the Proponents or Reorganized Polaroid and the
Holder of such Allowed Non-Tax Priority Claim have agreed upon in writing;
provided further, however, that, unless otherwise approved by order of the
Court, no payment in excess of $50,000 shall be made on account of an Allowed
Non-Tax Priority Claim without the prior written consent of the Purchaser and
Pre-Petition Agent, which consent shall not be unreasonably withheld.

               (b) Class 2: Other Secured Claims. Other Secured Claims will
receive one of the following two treatments: (i) on the Effective Date, the
legal, equitable and contractual rights of Holders of Allowed Other Secured
Claims shall be Reinstated, subject to the provisions of Article VI of this
Plan or (ii) on, or as soon as reasonably practicable after the Distribution
Date if such Other Secured Claim is an Allowed Other Secured Claim as of the
Effective Date, the Holder of an Allowed Other Secured Claim shall receive in
full satisfaction, settlement and release of and in exchange for such Allowed
Other Secured Claim (A) Cash equal to the amount of such Allowed Other
Secured Claim or (B) such other treatment as to which the Proponents or
Reorganized Polaroid and the Holder of such Allowed Other Secured Claim have
agreed upon in writing.

          3.3 Impaired Classes of Claims.

               (a) Class 3: General Unsecured Claims. Subject to the
occurrence of the Effective Date, on, or as soon as reasonably practicable
after (i) the Distribution Date if such General Unsecured Claim is an Allowed
General Unsecured Claim as of the Effective Date or (ii) the first Quarterly
Distribution Date after the date a Class 3 Claim becomes an Allowed Class 3
Claim, each Holder of an Allowed Class 3 Claim shall receive its Pro Rata
share of the Initial Class 3 Distribution Amount. On each ensuing Quarterly
Distribution Date, each Holder of an Allowed Class 3 Claim shall receive its
Pro Rata share of the Quarterly Class 3 Distribution Amount.

          Subject to the occurrence of the Effective Date and allowance of
its Claim, each Holder of an Allowed Class 3 Claim may elect, on such
Holder's ballot for voting on this Plan, to receive a cash payment of
approximately $110 for each Unit of Stock that such Holder would otherwise
have been entitled to receive in respect of its Allowed Class 3 Claim to the
extent such Holder had elected to receive Stock. The Lump Sum Election shall
apply to such Holder's entire Allowed Class 3 Claim. The Lump Sum Election
would substitute a cash distribution for a distribution of Stock. To the
extent any Holder fails to elect to receive Cash or Stock on such Holder's
ballot, the Holder will be deemed to have selected the Lump Sum Election. To
the extent a Holder does not return its Ballot, such Holder will be deemed to
have selected the Lump Sum Election.

          The Lump Sum Election price for the Stock is neither intended to
provide nor necessarily will provide Holders of Allowed Class 3 Claims with
the equivalent of the value of the Units of Stock such Holders otherwise
would have received. Indeed, the Lump Sum Election price is based on an
equity value for the Purchaser that is more than the value ascribed to the
Purchaser's equity by the financial advisors to the Creditors' Committee as
of the closing of the sale of the Debtors' assets to the Purchaser. The
increase in value is based, in part, on the Funding Source's agreement to
fund the Lump Sum Election at a price that takes into account the accreted
value of the Purchaser Preferred Stock. Accordingly, the Lump Sum Election is
included in this Plan to provide Holders of Allowed Class 3 Claims with an
opportunity to immediately liquidate their entitlement to their Pro Rata
share of Stock into cash for a fixed price and without a brokerage
commission. Further, the election would eliminate any risks associated with
the ability to trade the Stock in the future, particularly for small or odd
lot share holdings.

          Payments to satisfy the Lump Sum Election shall be funded by One
Equity Partners, LLC, or its designee (in either case, and solely in this
capacity, the "Funding Source") in an amount to permit each holder of an
Allowed Class 3 Claim to receive the Lump Sum Election in lieu of a
distribution of such holder's Pro Rata share of Stock. The Stock allocable to
any Allowed Class 3 Claim subject to the Lump Sum Election shall be delivered
to the Funding Source in exchange for its funding the applicable payments to
those Holders of Allowed Class 3 Claims who have made the Lump Sum Election.
If the Holder of a Disputed Class 3 Claim makes, or is deemed to have made,
the Lump Sum Election, then the lump sum payment allocable to such Claim
shall be held in escrow by the Debtors and/or Reorganized Polaroid, as
applicable, pending resolution of such Claim and paid once and to the extent
such Claim becomes an Allowed Class 3 Claim, with any interest earned on such
escrow to be paid to Reorganized Polaroid to the extent the Disputed Claim
becomes an Allowed Class 3 Claim and to the Funding Source to the extent the
Disputed Claim is disallowed.

               (b) Class 4: Convenience Claims. Subject to the occurrence of the
Effective Date, on, or as soon as reasonably practicable after (a) the
Distribution Date if such Convenience Claim is an Allowed Convenience Claim
as of the Effective Date or (b) the first Quarterly Distribution Date after
the date such Convenience Claim becomes an Allowed Convenience Claim, the
Holder of an Allowed Convenience Claim shall receive its Pro Rata share of
Cash in exchange for any Stock that would have otherwise been distributed on
account of such Allowed Convenience Claim.

          The Stock that would have otherwise been distributed to Holders of
Convenience Claims will be transferred to the Funding Source in exchange for
the agreement of the Funding Source to provide the Cash to be distributed on
account of such Convenience Claims.

               (c) Class 5: Intercompany Claims. In connection with, and as a
result of, the substantive consolidation of the Debtors' Estates and Chapter
11 Cases, on the Confirmation Date or such other date as may be set by an
order of the Bankruptcy Court, but subject to the occurrence of the Effective
Date, all Intercompany Claims shall be eliminated and the Holders of Class 5
Claims shall not be entitled to, and shall not, receive or retain any
property or interest in property on account of such Claims.

          3.4  Impaired Class of Interests and Subordinated Claims.

               (a) Class 6: Polaroid Interests and Subordinated Claims. In
connection with, and as a result of, the substantive consolidation of the
Debtors' Estates and Chapter 11 Cases, on the Confirmation Date or such other
date as may be set by an order of the Bankruptcy Court, but subject to the
occurrence of the Effective Date, all Subsidiary Interests shall be
eliminated. On the Effective Date, the Polaroid Interests shall be canceled
and the Holders of Polaroid Interests and Subordinated Claims shall not be
entitled to, and shall not, receive or retain any property or interest in
property on account of such Polaroid Interests or Subordinated Claims,
respectively.

          3.5  Special Provision Regarding Unimpaired Claims. Except as
otherwise provided in this Plan, the Confirmation Order, any other order of
the Bankruptcy Court, or any document or agreement enforceable pursuant to
the terms of this Plan, nothing shall affect the Debtors' or Reorganized
Polaroid's rights and defenses, both legal and equitable, with respect to any
Unimpaired Claims, including, but not limited to, all rights with respect to
legal and equitable defenses to setoffs or recoupments against Unimpaired
Claims.

                                 ARTICLE IV

                     MEANS FOR IMPLEMENTATION OF THE PLAN

          4.1 Rule 9019 Settlement and Compromise of Alleged Causes of Action
with Respect to Note Claims. The Debtors and the Creditors' Committee have
raised certain issues regarding the validity of the security interests
granted by the Debtors to the Holders of the Notes within ninety (90) days of
the Petition Date. Specifically, the Debtors and the Creditors' Committee
have asserted that such security interests are avoidable under the Bankruptcy
Code as preferential transfers and/or fraudulent conveyances. The Indenture
Trustee has agreed not to dispute these assertions in order to reach the
compromise and settlement described in this Plan. Accordingly, the provisions
of this Plan shall constitute a good faith compromise and settlement of the
potential avoidance actions or other disputes that could have been brought by
the Debtors, any Holder of a General Unsecured Claim or any other party in
interest, against the Indenture Trustee or any Holder of a Note Claim in
respect of any security interest granted to the Holders of the Notes (the
"Note Avoidance Actions") whether or not such Note Avoidance Actions have
been actually commenced as of the Effective Date. In addition, this Plan
shall be approved by the Bankruptcy Court as a settlement of all Note
Avoidance Actions and disputes between the Holders of General Unsecured
Claims, the Debtors and the Holders of Note Claims with respect thereto.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's
approval of this settlement pursuant to Bankruptcy Rule 9019 and its finding
that this is a good faith settlement pursuant to applicable state and federal
laws, given and made after due notice and opportunity for hearing, and shall
bar any other causes of action related to the Note Avoidance Actions or any
claims or causes of action against any party including without limitation,
the Holders of the Notes and the Indenture Trustee, in respect of the
granting of the security interests or the avoidance thereof by any Holder of
a General Unsecured Claim, the Debtors or any other party in interest.
Accordingly, pursuant to this Plan, the Note Claims shall be deemed General
Unsecured Claims and the Holders of Note Claims will be treated as Holders of
General Unsecured Claims.

          4.2  Substantive Consolidation.

               (a) Consolidation of the Chapter 11 Cases. This Plan
contemplates and is predicated upon entry of an order substantively
consolidating the Debtors' Estates and Chapter 11 Cases for the purposes of
all actions associated with confirmation and consummation of this Plan. On
the Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, (i)
all Intercompany Claims by, between and among the Debtors shall be
eliminated, (ii) all assets and liabilities of the Subsidiary Debtors shall
be merged or treated as if they were merged with the assets and liabilities
of Polaroid, (iii) any obligation of a Debtor and all guarantees thereof by
one or more of the other Debtors shall be deemed to be one obligation of
Polaroid, (iv) the Subsidiary Interests shall be cancelled, and (v) each
Claim filed or to be filed against any Debtor shall be deemed filed only
against Polaroid and shall be deemed a single Claim against and a single
obligation of Polaroid. On the Confirmation Date, and in accordance with the
terms of this Plan and the consolidation of the assets and liabilities of the
Debtors, all Claims based upon guarantees of collection, payment or
performance made by the Debtors as to the obligations of another Debtor shall
be released and of no further force and effect.

               (b) Substantive Consolidation Order. Unless the Bankruptcy
Court has approved the substantive consolidation of the Chapter 11 Cases by a
prior order, this Plan shall serve as, and shall be deemed to be, a motion
for entry of an order substantively consolidating the Debtors' Chapter 11
Cases. If no objection to substantive consolidation is timely filed and
served by any Holder of an Impaired Claim affected by this Plan as provided
herein on or before the Voting Deadline or such other date as may be
established by the Bankruptcy Court, the Substantive Consolidation Order
(which may be the Confirmation Order) may be entered by the Bankruptcy Court.
If any such objections are timely filed and served, a hearing with respect to
the substantive consolidation of the Chapter 11 Cases and the objections
thereto shall be scheduled by the Bankruptcy Court, which hearing may, but is
not required to, coincide with the Confirmation Hearing.

          4.3  Merger of Subsidiaries into Polaroid. On the Effective Date or
as soon thereafter as practicable, (a) the members of the board of directors
of each of the Subsidiary Debtors shall be deemed to have resigned, (b) each
of the Subsidiary Debtors shall be merged with and into Polaroid and (c) the
Chapter 11 Cases of the Subsidiary Debtors shall be closed, following which
any and all proceedings that could have been brought or otherwise commenced
in the Chapter 11 Case of any Subsidiary Debtor shall be brought or otherwise
commenced in Polaroid's Chapter 11 Case.

          4.4  Continued Corporate Existence; Dissolution of Reorganized
Polaroid. Polaroid shall continue to exist as Reorganized Polaroid after the
Effective Date in accordance with the laws of the State of Delaware and
pursuant to the certificate of incorporation and by-laws in effect prior to
the Effective Date, except to the extent such certificate of incorporation
and by-laws are amended under this Plan, for the limited purpose of
distributing all of the assets of the Debtors' Estates. As soon as
practicable after the Plan Administrator exhausts the assets of the Debtors'
Estates by making the final distribution of Cash and/or Stock under this Plan
and the Plan Administration Agreement, the Plan Administrator shall (a)
effectuate the dissolution of Reorganized Polaroid in accordance with the
laws of the State of Delaware and (b) and cause its Designated Representative
to resign as the sole officer and sole director of Reorganized Polaroid.

          4.5  Certificate of Incorporation and By-laws. The certificate of
incorporation and by-laws of Polaroid shall be amended as necessary to
satisfy the provisions of this Plan and the Bankruptcy Code. The certificate
of incorporation of Reorganized Polaroid shall be amended to, among other
things: (a) authorize one share of New Common Stock, $0.01 par value per
share, (b) provide, pursuant to section 1123(a)(6) of the Bankruptcy Code,
for a provision prohibiting the issuance of non-voting equity securities, and
(c) limit the activities of Reorganized Polaroid to matters related to the
implementation of this Plan. The Amended Certificate of Incorporation and
By-Laws will be filed with the Bankruptcy Court on or before the date of the
Confirmation Hearing.

          4.6  Ownership of New Common Stock; Directors and Officers;
Effectuating Documents; Further Transactions. On the Effective Date,
Reorganized Polaroid shall issue the New Common Stock to the Plan
Administrator. The Plan Administrator shall not sell, transfer or otherwise
dispose of the New Common Stock absent the prior written consent of the Plan
Committee or the Bankruptcy Court. The Plan Administrator shall sell,
transfer or otherwise dispose of the New Common Stock, and shall vote the New
Common Stock on any matter requiring a vote of shareholders under the
Delaware Corporation Law, in accordance with the written directions of the
Plan Committee or the Bankruptcy Court. From and after the Effective Date,
the Designated Representative shall serve as the sole officer and sole
director of Reorganized Polaroid. The Plan Administrator, acting by and
through the Designated Representative, shall be authorized to execute,
deliver, file or record such documents, instruments, releases and other
agreements and to take such actions as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Plan.

          4.7  The Plan Administrator.

               (a) Appointment. Prior to the Confirmation Date, the
Creditors' Committee shall designate an entity, which entity shall be
reasonably acceptable to Purchaser and Pre-Petition Agent, to serve as the
Plan Administrator pursuant to the Plan Administration Agreement and this
Plan, until the resignation or discharge and the appointment of a successor
Plan Administrator in accordance with the Plan Administration Agreement.
Pursuant to this Plan, Wind Down Associates shall be deemed reasonably
acceptable to Purchaser and Pre-Petition Agent.

               (b) Rights, Powers and Duties of Reorganized Polaroid and the
Plan Administrator. Reorganized Polaroid shall retain and have all the
rights, powers and duties necessary to carry out its responsibilities under
this Plan. Such rights, powers and duties, which shall be exercisable by the
Plan Administrator on behalf of Reorganized Polaroid pursuant to this Plan
and the Plan Administration Agreement, shall include, among others:

                    (i) investing Reorganized Polaroid's Cash, including, but
     not limited to, the Cash held in the Reserves in (A) direct obligations
     of the United States of America or obligations of any agency or
     instrumentality thereof which are guaranteed by the full faith and
     credit of the United States of America; (B) short term obligations of
     the United States Treasury and repurchase agreements fully
     collateralized by obligations of the United States Treasury, including
     funds consisting solely or primarily of such obligations and repurchase
     agreements; (C) money market deposit accounts, checking accounts,
     savings accounts or certificates of deposit, or other time deposit
     accounts that are issued by a commercial bank or savings institution
     organized under the laws of the United States of America or any state
     thereof; or (D) any other investments that may be permissible under (I)
     section 345 of the Bankruptcy Code or (II) any order of the Bankruptcy
     Court entered in the Debtors' Chapter 11 cases;

                    (ii) calculating and paying all distributions to be made
     under this Plan, the Plan Administration Agreement and other orders of
     the Bankruptcy Court to Holders of Allowed Administrative Claims,
     Allowed Priority Tax Claims, Allowed Non-Tax Priority Claims, Allowed
     Other Secured Claims, Allowed Convenience Claims, and Allowed General
     Unsecured Claims;

                    (iii) employing, supervising and compensating
     professionals retained to represent the interests of and serve on behalf
     of Reorganized Polaroid;

                    (iv) making and filing tax returns for any of the Debtors
     or Reorganized Polaroid;

                    (v) objecting to (or allowing and paying) Claims or
     Interests filed against any of the Debtors' Estates on any basis,
     provided that the Plan Administrator shall consult, in good faith, with
     the Purchaser and the Pre-Petition Agent (except that the Plan
     Administrator shall not be required to consult with the Pre-Petition
     Agent with respect to General Unsecured Claims) with respect to such
     objections, allowance and payment;

                    (vi) seeking estimation of contingent or unliquidated
     claims under section 502 (c) of the Bankruptcy Code;

                    (vii) seeking determination of tax liability under
     section 505 of the Bankruptcy Code;

                    (viii) prosecuting avoidance actions under sections 544,
     545, 547, 548, 549 and 553 of the Bankruptcy Code;

                    (ix) prosecuting turnover actions under sections 542 and
     543 of the Bankruptcy Code;

                    (x) prosecuting, settling, dismissing or otherwise
     disposing of the Litigation Claims;

                    (xi) dissolving Reorganized Polaroid;

                    (xii) exercising all powers and rights, and taking all
     actions, contemplated by or provided for in the Plan Administration
     Agreement; and

                    (xiii) taking any and all other actions necessary or
     appropriate to implement or consummate this Plan and the provisions of
     the Plan Administration Agreement.

               (c) Compensation of the Plan Administrator. The Plan
Administrator shall be compensated from the Operating Reserve pursuant to the
terms of the Wind Down Engagement Letter. Any professionals retained by the
Plan Administrator shall be entitled to reasonable compensation for services
rendered and reimbursement of expenses incurred from the Operating Reserve.
The payment of the fees and expenses of the Plan Administrator and its
retained professionals shall be made in the ordinary course of business and
shall not be subject to the approval of the Bankruptcy Court but shall be
subject to review by the Plan Committee.

          Reorganized Polaroid and the Estates shall, to the fullest extent
permitted by the laws of the State of Delaware, indemnify and hold harmless
the Plan Administrator (in its capacity as such) and the Plan Administrator's
and Reorganized Polaroid's agents, representatives, professionals and
employees, including, without limitation, the Designated Representative
(collectively the "Indemnified Parties") from and against and with respect to
any and all liabilities, losses, damages, claims, costs and expenses,
including but not limited to attorneys' fees, arising out of or due to their
actions or omissions, or consequences of such actions or omissions, with
respect to Reorganized Polaroid and the Estates or the implementation or
administration of this Plan and the Plan Administration Agreement, if the
Indemnified Party acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of Reorganized Polaroid and the
Estates and, with respect to any criminal action or proceeding, had no
reasonable cause to believe its conduct was unlawful. To the extent
Reorganized Polaroid and the Estates indemnify and hold harmless the
Indemnified Parties as provided above, the legal fees and related costs
incurred by counsel to the Plan Administrator in monitoring and participating
in the defense of such claims giving rise to the right of indemnification
shall be paid out of the Operating Reserve. The indemnification provisions of
the Plan Administration Agreement shall remain available to and be binding
upon any former Plan Administrator and shall survive the termination of the
Plan Administration Agreement.

               (d) Insurance. The Plan Administrator shall be authorized to
obtain all reasonably necessary insurance coverage for itself, its agents,
representatives, employees or independent contractors, and Reorganized
Polaroid, including, but not limited to, coverage with respect to (i) any
property that is or may in the future become the property of Reorganized
Polaroid and (ii) the liabilities, duties and obligations of the Plan
Administrator and its agents, representatives, employees or independent
contractors under the Plan Administration Agreement (in the form of an errors
and omissions policy or otherwise), the latter of which insurance coverage
may, at the sole option of the Plan Administrator, remain in effect for a
reasonable period (not to exceed seven years) after the termination of the
Plan Administration Agreement.

               (e) Authority to Object to Claims and Interests and to Settle
Disputed Claims. Prior to the Effective Date, (x) the Creditors' Committee
shall be primarily responsible for the reconciliation and allowance of
General Unsecured Claims and Convenience Claims, provided that, the
Creditors' Committee shall consult, in good faith, with the Debtors and the
Purchaser with respect to such reconciliation and allowance of such General
Unsecured Claims Convenience Claims; and (y) the Debtors shall be primarily
responsible for the reconciliation, allowance or payment of administrative,
priority, or secured claims, provided that, the Debtors shall consult, in
good faith, with the Creditors' Committee, the Purchaser and the Pre-Petition
Agent with respect to such reconciliation, allowance and payment of
administrative or priority claims. From and after the Effective Date, the
Plan Administrator shall be primarily responsible for the claims
reconciliation process with respect to the allowance and payment of general
unsecured, administrative, priority, or secured claims and shall be
authorized (i) to object to any Claims or Interests filed against any of the
Debtors' Estates and (ii) pursuant to Bankruptcy Rule 9019(b) and section
105(a) of the Bankruptcy Code, to compromise and settle Disputed Claims, in
accordance with the following procedures, which shall constitute sufficient
notice in accordance with the Bankruptcy Code and the Bankruptcy Rules for
compromises and settlements of claims, provided that, the Plan Administrator
shall consult, in good faith, with the Plan Committee, Purchaser and
Pre-Petition Agent with respect to such reconciliation, allowance and payment
of such claims as provided herein:

                    (i) If the proposed settlement amount of a Disputed Claim
     Amount of the Disputed Claim is less than $50,000, Reorganized Polaroid
     and the Plan Administrator shall be authorized and empowered to settle
     such Disputed Claim and execute necessary documents, including a
     stipulation of settlement or release, without notice to any party;

                    (ii) If the proposed settlement amount of a Disputed
     Claim Amount of the Disputed Claim is equal to or more than $50,000 but
     less than $1,000,000, Reorganized Polaroid and the Plan Administrator
     shall be authorized and empowered to settle such Disputed Claim and
     execute necessary documents, including a stipulation of settlement or
     release, upon five (5) Business Days' written notice to the Plan
     Committee, the Pre-Petition Agent and the Purchaser; and

                    (iii) If the proposed settlement amount of a Disputed
     Claim Amount of the Disputed Claim is equal to or greater than
     $1,000,000, Reorganized Polaroid and the Plan Administrator shall be
     authorized and empowered to settle such Disputed Claim and execute
     necessary documents, including a stipulation of settlement or release,
     only following five (5) days' written notice to the Plan Committee, the
     Pre-Petition Agent and the Purchaser and upon receipt of Bankruptcy
     Court approval of such settlement.

          If the Plan Committee, the Pre-Petition Agent or the Purchaser
objects to the proposed settlement of a Disputed Claim within the foregoing
prescribed time deadlines, then (A) if the Plan Committee, the Pre-Petition
Agent or the Purchaser withdraws for any reason its objection to such
settlement, the Plan Administrator may enter into the proposed settlement
without further notice and a hearing or entry of an order of the Bankruptcy
Court or (B) if the Plan Committee, the Pre-Petition Agent or the Purchaser
does not withdraw its objection, the Plan Administrator shall have the option
of (I) forgoing entry into the settlement agreement that is the subject of
the Plan Committee's, the Pre-Petition Agent's or the Purchaser's objection,
(II) modifying the terms of the settlement agreement in a way that results in
the Plan Committee, the Pre-Petition Agent or the Purchaser withdrawing its
objection, or (III) following five (5) days' written notice to the Plan
Committee, the Pre-Petition Agent and the Purchaser, seeking an order of the
Bankruptcy Court authorizing the Plan Administrator to enter into the
settlement agreement over the Plan Committee's, the Pre-Petition Agent's or
the Purchaser's objection.

          4.8  No Revesting of Assets. The property of the Debtors' Estates
shall not be vested in the Debtors on or following the Confirmation Date or
the Effective Date but shall remain property of the Estate(s) and continue to
be subject to the jurisdiction of the Bankruptcy Court following confirmation
of this Plan until distributed to Holders of Allowed Claims in accordance
with the provisions of this Plan, the Plan Administration Agreement and the
Confirmation Order. From and after the Effective Date, all such property
shall be distributed in accordance with the provisions of this Plan, the Plan
Administration Agreement and the Confirmation Order.

          4.9  Preservation of Rights of Action; Settlement of Litigation
Claims.

               (a) Preservation of Rights of Action. Except as otherwise
provided in the Asset Purchase Agreement, this Plan, the Confirmation Order,
or in any document, instrument, release or other agreement entered into in
connection with this Plan, in accordance with section 1123(b) of the
Bankruptcy Code, the Debtors and their Estates shall retain the Litigation
Claims. The Plan Administrator and Reorganized Polaroid, as the successor in
interest to the Debtors, may, in consultation with the Plan Committee,
enforce, sue on, settle or compromise (or decline to do any of the foregoing)
any or all of the Litigation Claims. The failure of the Debtors to list a
claim, right of action, suit or proceeding on Exhibit [_] to the Plan
Supplement shall not constitute a waiver or release by the Debtors or their
Estates of such claim, right of action, suit or proceeding.

               (b) Settlement of Litigation Claims. At any time after the
Confirmation Date and before the Effective Date, notwithstanding anything in
this Plan to the contrary, the Debtors with the consent of the Creditors'
Committee may settle some or all of the Litigation Claims with the approval
of the Bankruptcy Court pursuant to Bankruptcy Rule 9019.

          4.10 Creditors' Committee and Plan Committee.

               (a) Dissolution of Creditors' Committee. The Creditors'
Committee shall continue in existence until the Effective Date to exercise
those powers and perform those duties specified in section 1103 of the
Bankruptcy Code and shall perform such other duties as it may have been
assigned by the Bankruptcy Court prior to the Effective Date. On the
Effective Date, the Creditors' Committee shall be dissolved and its members
shall be deemed released of all their duties, responsibilities and
obligations in connection with the Chapter 11 Cases or this Plan and its
implementation, and the retention or employment of the Creditors' Committee's
attorneys, accountants and other agents shall terminate. All expenses of
Creditors' Committee members and the fees and expenses of their professionals
through the Effective Date shall be paid in accordance with the terms and
conditions of the Fee Order.

               (b) Creation of Plan Committee; Procedures. On the Effective
Date, the Plan Committee shall be formed and constituted. The Plan Committee
shall consist of at least two (2), but no more than three (3), members who
shall be selected by the Creditors' Committee and whose identities shall be
disclosed to the Bankruptcy Court at the Confirmation Hearing. In the event
that no one is willing to serve on the Plan Committee or there shall have
been no Plan Committee members for a period of thirty (30) consecutive days,
then the Plan Administrator may, during such vacancy and thereafter, ignore
any reference in this Plan, the Plan Administration Agreement or the
Confirmation Order to a Plan Committee, and all references to the Plan
Committee's ongoing duties and rights in this Plan, the Plan Administration
Agreement and the Confirmation Order shall be null and void.

               (c) Function and Duration; Compensation and Expenses. The Plan
Committee (i) shall be responsible for (A) instructing and supervising
Reorganized Polaroid and the Plan Administrator with respect to their
responsibilities under this Plan and the Plan Administration Agreement, (B)
reviewing the prosecution of adversary and other proceedings, if any,
including proposed settlements thereof, (C) reviewing objections to and
proposed settlements of Disputed Claims, (D) performing such other duties
that may be necessary and proper to assist the Plan Administrator and its
retained professionals, and (ii) shall remain in existence until such time as
the final distributions under this Plan have been made by Reorganized
Polaroid. The members of the Plan Committee shall serve without compensation
for their performance of services as members of the Plan Committee, except
that they shall be entitled to reimbursement of reasonable expenses by
Reorganized Polaroid.

               (d) Liability; Indemnification. Neither the Plan Committee,
nor any of its members or designees, nor any duly designated agent or
representative of the Plan Committee, or their respective employees, shall be
liable for the act or omission of any other member, designee, agent or
representative of the Plan Committee, nor shall any member be liable for any
act or omission taken or omitted to be taken in its capacity as a member of
the Plan Committee, other than acts or omissions resulting from such member's
willful misconduct or gross negligence. Reorganized Polaroid shall indemnify
and hold harmless the Plan Committee and its members and designees, and any
duly designated agent or representative thereof (in their capacity as such),
from and against and with respect to any and all liabilities, losses,
damages, claims, costs and expenses, including but not limited to attorneys'
fees arising out of or due to their actions or omissions, or consequences of
such actions or omissions, other than as a result of their willful misconduct
or gross negligence, with respect to Reorganized Polaroid or the
implementation or administration of this Plan. To the extent Reorganized
Polaroid indemnifies and holds harmless the Plan Committee and its members
and designees, or any duly designated agent or representative thereof (in
their capacity as such), as provided above, the legal fees and related costs
incurred by counsel to the Plan Committee, if any, in monitoring and
participating in the defense of such claims giving rise to the right of
indemnification shall be paid out of the Operating Reserve.

          4.11 Cancellation of Securities, Instruments and Agreements
Evidencing Claims and Interests. Except as otherwise provided in this Plan
and in any contract, instrument or other agreement or document created in
connection with this Plan, on the Effective Date and concurrently with the
applicable distributions made pursuant to this Article IV, the promissory
notes, share certificates (including treasury stock), other instruments
evidencing any Claims or Interests, and all options, warrants, calls, rights,
puts, awards, commitments or any other agreements of any character to acquire
such Interests shall be deemed canceled and of no further force and effect,
without any further act or action under any applicable agreement, law,
regulation, order or rule, and the obligations of the Debtors under the
notes, share certificates and other agreements and instruments governing such
Claims and Interests shall be discharged. The Holders of or parties to such
cancelled notes, share certificates and other agreements and instruments
shall have no rights arising from or relating to such notes, share
certificates and other agreements and instruments or the cancellation
thereof, except the rights provided pursuant to this Plan. On the Effective
Date, the 1997 Indenture shall be cancelled and have no further force and
effect, except, that the cancellation of the 1997 Indenture (i) shall not
impair the rights under this Plan of the Holders of Note Claims and the
Indenture Trustee governed by such 1997 Indenture; and (ii) shall not impair
the rights of the Indenture Trustee under such 1997 Indenture vis-a-vis
Holders of Note Claims, including any lien and priority rights of the
Indenture Trustee.

          4.12 Sources of Cash for Plan Distributions. Except as
otherwise provided in this Plan or the Confirmation Order, all Cash necessary
for Reorganized Polaroid and the Plan Administrator to make payments pursuant
to this Plan shall be obtained from the Debtors' cash balances and the
liquidation of the Debtors' remaining non-Cash assets, if any, and solely
with respect to the funding of the Lump Sum Election, the Funding Source.
Cash payments to be made pursuant to this Plan shall be made by Reorganized
Polaroid (or any successor thereto) or, if the Disbursing Agent is an entity
other than Reorganized Polaroid, the Disbursing Agent.

          4.13 Sources of Stock for Plan Distributions. Except as
otherwise provided in this Plan or the Confirmation Order, all Stock
necessary for Reorganized Polaroid and the Plan Administrator to make
distributions pursuant to this Plan shall be obtained from the Debtors'
Reserves. Stock distributions to be made pursuant to this Plan shall be made
by Reorganized Polaroid (or any successor thereto) or, if the Disbursing
Agent is an entity other than Reorganized Polaroid, the Disbursing Agent.

          4.14 Applicability of Bankruptcy Code Sections 1145 and
1125(e). (a) The Purchaser shall be deemed to be a "successor" to the Debtors
for the limited purpose of the provisions of section 1145 of the Bankruptcy
Code with respect to the Stock, but not for any other purpose or in any other
context, and the distribution of Stock under the terms of this Plan to the
Holders of Allowed Class 3 General Unsecured Claims shall constitute the
offer or sale under a plan of the Debtors of a security of a successor to the
Debtors under such plan in exchange for a claim against, an interest in, or a
claim for an administrative expense in the Chapter 11 Cases, such that
pursuant to section 1145(a)(1) of the Bankruptcy Code, the issuance of the
Stock, to the extent the Stock constitutes "securities" under applicable law,
shall be exempt from requirements of section 5 of the Securities Act of 1933,
as amended, and any other federal, state, or local laws requiring
registration for offer or sale of securities (collectively, the "Securities
Laws").

               (b) Solely for the limited purpose of the provisions of
section 1125(e) of the Bankruptcy Code, the Purchaser and the Funding Source
shall be deemed to have participated, in good faith and in compliance with
the applicable provisions of the Bankruptcy Code, in the offer, issuance,
sale, or purchase of a security, offered or sold under the Plan, of a newly
organized successor to the Debtors under the Plan, and therefore, pursuant to
section 1125(e) of the Bankruptcy Code, are not liable for violation of any
applicable law, rule, or regulation governing the offer, issuance, sale, or
purchase of securities.

          4.15 Release of Liens. Except as otherwise provided in this Plan,
the Confirmation Order or in any document, instrument or other agreement
created in connection with this Plan, on the Effective Date, all mortgages,
deeds of trust, liens or other security interests against the property of the
Estates shall be released.

          4.16 Exemption from Certain Transfer Taxes. Pursuant to section
1146(c) of the Bankruptcy Code, any transfers from the Debtors to Reorganized
Polaroid pursuant to this Plan shall not be subject to any document recording
tax, stamp tax, conveyance fee, intangibles, sales, use, or similar tax,
mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or
other similar tax or governmental assessment, and the Confirmation Order
shall direct the appropriate state or local governmental officials or agents
to forgo the collection of any such tax or governmental assessment and to
accept for filing and recordation any of the foregoing instruments or other
documents without the payment of any such tax or governmental assessment.

          4.17 Estate Costs. The Debtors and/or their successor(s), including
the Plan Administrator, shall incur estate costs in a reasonable and
cost-effective manner, provided, however, that the retention of the
Creditors' Committee's current professionals is deemed reasonable and
cost-effective.

                                  ARTICLE V

                     ACCEPTANCE OR REJECTION OF THE PLAN

          5.1 Classes Entitled to Vote. Because Class 3 General Unsecured
Claims and Class 4 Convenience Claims will (or may) receive or retain
property or an interest in property under this Plan, these Classes shall be
entitled to vote to accept or reject this Plan. Ballots shall be cast and
tabulated on a consolidated basis, in accordance with the expected
substantive consolidation of the Debtors' Estates and Chapter 11 Cases. By
operation of law, each Unimpaired Class of Claims is deemed to have accepted
this Plan and, therefore, is not entitled to vote to accept or reject this
Plan. Because Holders of Class 5 Intercompany Claims and Class 6 Polaroid
Interests and Subordinated Claims are not entitled to receive or retain any
property under this Plan, Classes 5 and 6 are presumed to have rejected this
Plan and, therefore, are not entitled to vote on this Plan.

          5.2 Acceptance by Impaired Classes. An Impaired Class of Claims
which is entitled to vote shall have accepted this Plan if (a) the Holders
(other than any Holder designated under section 1126(e) of the Bankruptcy
Code) of at least two-thirds (b) in amount of the Allowed Claims actually
voting in such Class have voted to accept this Plan and (b) the Holders
(other than any Holder designated under section 1126(e) of the Bankruptcy
Code) of more than one-half (1/2) in number of the Allowed Claims actually
voting in such Class have voted to accept this Plan.

          5.3 Cramdown. The Debtors will request Confirmation of this Plan,
as it may be modified from time to time, under section 1129(b) of the
Bankruptcy Code with respect to Classes 5 and 6, which are deemed to have
rejected this Plan. In addition, if any other impaired Class of Claims
entitled to vote shall not accept this Plan by the requisite majorities
provided in section 1126(c) or 1126(d) of the Bankruptcy Code, as applicable,
the Debtors reserve the right to amend this Plan in accordance with Section
12.6 hereof or to undertake to have the Bankruptcy Court confirm this Plan
under section 1129(b) of the Bankruptcy Code or both.

                                 ARTICLE VI

                      PROVISIONS GOVERNING DISTRIBUTIONS

          6.1 Distributions for Claims Allowed as of the Effective Date.
Except as otherwise provided herein or as ordered by the Bankruptcy Court,
distributions to be made on account of Claims that are Allowed Claims as of
the Effective Date shall be made on the Distribution Date or as soon
thereafter as is practicable. Any distribution to be made on the Effective
Date pursuant to this Plan shall be deemed as having been made on the
Effective Date if such distribution is made on the Effective Date or as soon
thereafter as is practicable. Any payment or distribution required to be made
under this Plan on a day other than a Business Day shall be made on the next
succeeding Business Day. Distributions on account of Claims that first become
Allowed Claims after the Effective Date shall be made pursuant to the terms
and conditions of the Plan Administration Agreement and Articles III, VI and
VIII of this Plan.

          6.2 Interest on Claims. Unless otherwise specifically provided for
in this Plan or Confirmation Order, or required by applicable bankruptcy law,
postpetition interest shall not accrue or be paid on any Claims, and no
Holder of a Claim shall be entitled to interest accruing on or after the
Petition Date on any Claim.

          6.3 Distributions by Reorganized Polaroid. Reorganized Polaroid
shall make all distributions of Cash and/or Stock required to be distributed
under the applicable provisions of this Plan and the Plan Administration
Agreement. Reorganized Polaroid and the Plan Administrator may employ or
contract with other entities to assist in or make the distributions required
by this Plan and the Plan Administration Agreement. Notwithstanding the
foregoing, all distributions with respect to the Note Claims shall be made
through the Indenture Trustee. As a condition to receiving any distribution
under the Plan, each Holder of a Note Claim must surrender such Note to the
Indenture Trustee. Any Holder of a Note Claim that fails to (a) surrender
such instruments or (b) execute and deliver an affidavit of loss and/or
indemnity reasonably satisfactory to the Indenture Trustee before the first
anniversary of the Effective Date shall be deemed to have forfeited all
rights and claims and may not participate in any distribution under this
Plan.

          6.4  Delivery of Distributions and Undeliverable or Unclaimed
Distributions.

               (a) Delivery of Distributions in General. Distributions to
Holders of Allowed Claims shall be made at the addresses set forth in the
Schedules or at the time of the distribution, unless the Debtors or
Reorganized Polaroid has been notified in writing of a change of address.

               (b) Undeliverable and Unclaimed Distributions.

                   Holding and  Investment of  Undeliverable  and
         Unclaimed Distributions. If the distribution to any Holder of an
         Allowed Claim is returned to the Disbursing Agent as undeliverable
         or is otherwise unclaimed, no further distributions shall be made
         to such Holder unless and until the Disbursing Agent is notified
         in writing of such Holder's then-current address. Undeliverable
         and unclaimed distributions shall be segregated and, with respect
         to Cash, deposited in a segregated, interest-bearing account,
         designated as an "unclaimed distribution reserve" (the "Unclaimed
         Distribution Reserve"), for the benefit of all such similarly
         situated Persons until such time as a distribution becomes
         deliverable or is claimed.

                   After Distributions Become Deliverable. On
         each Quarterly Distribution Date, Reorganized Polaroid shall make
         all distributions that have become deliverable or have been
         claimed since the Distribution Date or the immediately preceding
         Quarterly Distribution Date, as the case may be, together with any
         interest actually earned thereon.

                   Failure to Claim  Undeliverable  Distributions.
         Any Holder of an Allowed Claim that does not assert a claim
         pursuant to this Plan for an undeliverable or unclaimed
         distribution within one (1) year after the Effective Date shall be
         deemed to have forfeited its claim for such undeliverable or
         unclaimed distribution and shall be forever barred and enjoined
         from asserting any such claim for an undeliverable or unclaimed
         distribution against the Debtors and the Estates, Reorganized
         Polaroid, the Plan Administrator or their property. In such cases,
         any Cash and/or Stock in the Unclaimed Distribution Reserve for
         distribution on account of such claims for undeliverable or
         unclaimed distributions shall become the property of the Estates
         free of any restrictions thereon and notwithstanding any federal
         or state escheat laws to the contrary, and shall be distributed in
         accordance with the terms of the Plan Administration Agreement.
         Nothing contained in this Plan or the Plan Administration
         Agreement shall require any Disbursing Agent, including, but not
         limited to, the Plan Administrator or Reorganized Polaroid, to
         attempt to locate any Holder of an Allowed Claim.

          6.5 Record Date for Distributions. The Disbursing Agent will have
no obligation to recognize the transfer of, or the sale of any participation
in, any Allowed Claim that occurs after the close of business on the
Distribution Record Date, and will be entitled for all purposes herein to
recognize and distribute only to those Holders of Allowed Claims who are
Holders of such Claims, or participants therein, as of the close of business
on the Distribution Record Date. The Disbursing Agent and Reorganized
Polaroid shall instead be entitled to recognize and deal for all purposes
under this Plan with only those record Holders stated on the official claims
register as of the close of business on the Distribution Record Date.

          6.6 Allocation of Plan Distributions Between Principal and
Interest. To the extent that any Allowed Claim entitled to a distribution
under this Plan is comprised of indebtedness and accrued but unpaid interest
thereon, such distribution shall, for federal income tax purposes, be
allocated to the principal amount of the Claim first and then, to the extent
the consideration exceeds the principal amount of the claim, to the portion
of such Claim representing accrued but unpaid interest.

          6.7 Means of Cash Payment. Payments of Cash made pursuant to this
Plan shall be in U.S. dollars and shall be made, at the option and in the
sole discretion of Reorganized Polaroid, by (a) checks drawn on or (b) wire
transfer from a domestic bank selected by Reorganized Polaroid. If so
requested in a writing received by Reorganized Polaroid no later than five
(5) Business Days after the Confirmation Date, Cash payments of $500,000.00
or more to be made pursuant to this Plan shall be made by wire transfer from
a domestic bank. Cash payments to foreign creditors may be made, at the
option of Reorganized Polaroid, in such funds and by such means as are
necessary or customary in a particular foreign jurisdiction.

          6.8 Withholding and Reporting Requirements. In connection with this
Plan and all distributions thereunder, Reorganized Polaroid shall comply with
all withholding and reporting requirements imposed by any federal, state,
local or foreign taxing authority, and all distributions hereunder shall be
subject to any such withholding and reporting requirements.

          6.9 Setoffs. Reorganized Polaroid may, pursuant to section 553 of
the Bankruptcy Code or applicable nonbankruptcy laws, but shall not be
required to, set off against any Claim and the payments or other
distributions to be made pursuant to this Plan in respect of such Claim,
claims of any nature whatsoever that the Debtors or Reorganized Polaroid may
have against the Holder of such Claim; provided, however, that neither the
failure to do so nor the allowance of any Claim hereunder shall constitute a
waiver or release by Reorganized Polaroid of any such claim that the Debtors
or Reorganized Polaroid may have against such Holder.

          6.10 Fractional Dollars/Shares; De Minimis Distributions.
Notwithstanding any other provision of this Plan or the Plan Administration
Agreement, (a) neither the Plan Administrator nor Reorganized Polaroid shall
be required to make distributions or payments of fractions of dollars or in
fractions of shares of Stock, and whenever any payment of a fraction of a
dollar or a fraction of a share of Stock under this Plan would otherwise be
called for, the actual payment made shall reflect a rounding of such fraction
to the nearest whole dollar or whole share (up or down), with half dollars or
half shares of Stock being rounded down, and (b) the Plan Administrator shall
have no obligation to make a distribution on account of an Allowed Claim from
any Reserve or account (i) to any Holder of an Allowed Claim if the aggregate
amount of all distributions authorized to be made from all such Reserves or
accounts on the Quarterly Distribution Date in question is less than $250,000
or less than fifty Units of Stock or (ii) to a specific Holder of an Allowed
Claim if the amount to be distributed to that Holder on the particular
Distribution Date or Quarterly Distribution Date (1) does not constitute a
final distribution to such Holder and (2) is less than $50.00 or less than
one Unit of Stock.

          6.11 Release of Liens. Except as otherwise provided in this Plan or
in any contract, instrument, release or other agreement or document created
or assumed in connection with this Plan, on the Effective Date and
concurrently with the applicable distributions made pursuant to Article VI of
this Plan, all mortgages, deeds of trust, liens, pledges or other security
interests against the property of any Debtor's Estate shall be fully released
and discharged, and all of the right, title and interest of any Holder of
such mortgages, deeds of trust, liens, pledges or other security interests
shall revert to Reorganized Polaroid and its successors and assigns.

                                 ARTICLE VII

                       TREATMENT OF EXECUTORY CONTRACTS
                             AND UNEXPIRED LEASES

          7.1 Rejected Contracts and Leases. Except as otherwise provided in
this Plan, or in any contract, instrument, release or other agreement or
document entered into in connection with this Plan, each of the executory
contracts and unexpired leases to which any Debtor is a party, to the extent
such contracts or leases are executory contracts or unexpired leases, shall
be deemed rejected by the applicable Debtor on the Confirmation Date, unless
such contract or lease previously (a) shall have been assumed or rejected by
the Debtors (including, but not limited to, those executory contracts and
unexpired leases assumed and assigned to the Purchaser) or (b) shall have
expired or terminated pursuant to its own terms; provided, however, that
neither the inclusion by the Debtors of a contract or lease in the Plan
Supplement nor anything contained in this Article VII shall constitute an
admission by any Debtor that such contract or lease is an executory contract
or unexpired lease or that any Debtor or its successors and assigns has any
liability thereunder. The Confirmation Order shall constitute an order of the
Bankruptcy Court approving the rejections described in this Article VII,
pursuant to section 365 of the Bankruptcy code, as of the Confirmation Date.

          7.2 Bar to Rejection Damages. If the rejection of an executory
contract or unexpired lease pursuant to Section 7.1 above gives rise to a
Claim by the other party or parties to such contract or lease, such Claim
shall be forever barred and shall not be enforceable against the applicable
Debtor or its Estate, Reorganized Polaroid, the Plan Administrator or their
respective successors or properties unless a proof of Claim is filed and
served on Reorganized Polaroid and counsel for Reorganized Polaroid/Plan
Administrator within thirty (30) days after service of a notice of entry of
the Confirmation Order or such other date as prescribed by the Bankruptcy
Court.

          7.3 Asset Purchase Agreement. Notwithstanding anything to the
contrary in this Plan, the obligations, if any, of the Debtors under the
Asset Purchase Agreement and the Sale Order shall be deemed and treated as
executory contracts that are assumed by Reorganized Polaroid pursuant to this
Plan and Section 365 of the Bankruptcy Code as of the Effective Date. Nothing
contained in this Plan or any Confirmation Order shall be deemed to conflict
with, or derogate from, the terms of the Asset Purchase Agreement or the Sale
Order, such that, to the extent there are any inconsistencies between the
terms of the Asset Purchase Agreement and the Sale Order, on the one hand,
and this Plan and the Confirmation Order, on the other, the terms of the
Asset Purchase Agreement and the Sale Order shall govern. In addition, any
amounts that become payable by the Debtors pursuant to the Asset Purchase
Agreement or any of the documents delivered by the Debtors pursuant to or in
connection with the Asset Purchase Agreement shall not be discharged,
modified, or otherwise affected by this Plan or the Confirmation Order.

                                ARTICLE VIII

                      PROCEDURES FOR RESOLVING DISPUTED,
                      CONTINGENT AND UNLIQUIDATED CLAIMS

          8.1 Objection Deadline; Prosecution of Objections. No later than
the Claims Objection Deadline (unless extended by an order of the Bankruptcy
Court), the Debtors, Reorganized Polaroid, the Plan Administrator, the
Creditors' Committee or the Plan Committee, as the case may be, shall file
objections to Claims with the Bankruptcy Court and serve such objections upon
the Holders of each of the Claims to which objections are made. Nothing
contained herein, however, shall limit the Plan Administrator's or
Reorganized Polaroid's right to object to Claims, if any, filed or amended
after the Claims Objection Deadline. Subject to the limitations set forth in
the Plan Administration Agreement and Section 4.7 of this Plan, and the
oversight of the Plan Committee, Reorganized Polaroid and the Plan
Administrator shall be authorized to, and shall, resolve all Disputed Claims
by withdrawing or settling such objections thereto, or by litigating to
judgment in the Bankruptcy Court or such other court having jurisdiction the
validity, nature and/or amount thereof.

          8.2 No Distributions Pending Allowance. Notwithstanding any other
provision of this Plan, no payments or distributions shall be made with
respect to all or any portion of a Disputed Claim unless and until all
objections to such Disputed Claim have been settled or withdrawn or have been
determined by Final Order, and the Disputed Claim, or some portion thereof,
has become an Allowed Claim.

          8.3 Accounts; Escrows; Reserves. Reorganized Polaroid and the Plan
Administrator shall, subject to and in accordance with the provisions of the
Plan Administration Agreement, (a) establish one or more general accounts
into which shall be deposited all funds not required to be deposited into any
other account, Reserve or escrow and (b) create, fund and withdraw funds
from, as appropriate, the Operating Reserve, Administrative Claims Reserve,
Disputed Claims Reserve and Unclaimed Distributions Reserve. Reorganized
Polaroid may sell non-Cash assets, if any, in accordance with the provisions
of this Plan and the Plan Administration Agreement. The net proceeds of any
such sales shall be deposited in an account or Reserve pursuant to the terms
of the Plan Administration Agreement.

               (a) Disputed Claims Reserve. On the Effective Date (or as soon
thereafter as is practicable) and each Quarterly Distribution Date,
Reorganized Polaroid shall create and fund the Disputed Claims Reserve with
an amount of the Estates' Cash and Stock, as applicable, equal to one hundred
percent (100%) of distributions to which Holders of Disputed General
Unsecured Claims would be entitled under this Plan as of such date if such
Disputed General Unsecured Claims were Allowed Claims in their Disputed
Claims Amount, provided, however, that the Creditors' Committee, Plan
Administrator, Debtors or Reorganized Polaroid, as applicable, may, at any
time, File Motion(s) pursuant to section 502(c) of the Bankruptcy Code for
order(s) estimating and limiting the amount of Cash and\or Stock, as
applicable, which shall be deposited in the Disputed Claims Reserve in
respect of any Disputed Claims, with notice and an opportunity to be heard to
the affected Holders of such Disputed Claims and the Plan Committee.

               (b) Administrative Claims Reserve. On the Effective Date (or as
soon thereafter as is practicable) and each Quarterly Distribution Date,
Reorganized Polaroid shall create and fund the Administrative Claims Reserve
with an amount of the Estates' Cash equal to the aggregate Disputed Claim
Amount of all Disputed Administrative Claims, Disputed Priority Tax Claims,
Disputed Non-Tax Priority Claims and Disputed Other Secured Claims, based on
its sole discretion.

          8.4 Distributions After Allowance. Reorganized Polaroid shall make
payments and distributions from the appropriate Reserves to the Holder of any
Disputed Claim that has become an Allowed Claim, on the first Quarterly
Distribution Date following the date that such Disputed Claim becomes an
Allowed Claim. Such distributions shall be made in accordance with this Plan
and the Plan Administration Agreement. With respect to Disputed General
Unsecured Claims and Disputed Convenience Claims, such distribution shall be
based upon the cumulative distributions that would have been made to such
Holders under this Plan if the Disputed General Unsecured Claim or Disputed
Convenience Claim had been Allowed on the Effective Date (with any
post-Effective Date interest thereon earned by the Disbursing Agent) and
shall not be limited by the Disputed Claim Amounts previously reserved with
respect to such Disputed General Unsecured Claim or Disputed Convenience
Claim to the extent that additional amounts are available therefor from the
Disputed Claims Reserve, but only to the extent that such additional amounts
have not yet been distributed to Holders of Allowed General Unsecured Claims
or Allowed Convenience Claims, as applicable. Notwithstanding the foregoing,
however, Reorganized Polaroid may make payments and distributions from the
appropriate Reserves to the Holder of any Disputed Claim that has become an
Allowed Claim, prior to the first Quarterly Distribution Date following the
date that such Disputed Claim becomes an Allowed Claim, provided, that
Reorganized Polaroid receives written consent to do so from Purchaser and
Pre-Petition Agent (except that the consent of the Pre-Petition Agent shall
not be necessary with respect to Disputed General Unsecured Claims, Disputed
Other Secured Claims or Disputed Convenience Claims).

                                 ARTICLE IX

                  CONFIRMATION AND CONSUMMATION OF THE PLAN

          9.1 Confirmation Date. The Bankruptcy Court shall not enter the
Confirmation Order unless and until (a) the Confirmation Order shall be
reasonably acceptable in form and substance to the Proponents and (b) the
Substantive Consolidation Order, which may be the Confirmation Order, shall
be reasonably acceptable in form and substance to the Proponents and shall
have been entered by the Bankruptcy Court prior to or contemporaneously with
the Confirmation Order.

          9.2 Consequences of Non-Occurrence of Effective Date. If the
Effective Date does not occur within one hundred eight days (180) days of the
Confirmation Date, or by such later date, after notice and hearing, as is
proposed by the Proponents, then upon motion by the Debtors or the Creditors'
Committee and upon notice to such parties in interest as the Bankruptcy Court
may direct, the Confirmation Order will be vacated by the Bankruptcy Court;
provided, however, that, notwithstanding the filing of such motion, the
Confirmation Order may not be vacated if the Effective Date occurs before the
Bankruptcy Court enters an order granting such motion. If the Confirmation
Order is vacated pursuant to this Section 9.3, (a) this Plan shall be null
and void in all respects; (b) any settlement of Claims shall be null and void
without further order of the Bankruptcy Court; and (c) the time within which
the Debtors may assume and assign, or reject all executory contracts and
unexpired leases shall be extended for a period of thirty (30) days after the
date the Confirmation Order is vacated.

                                  ARTICLE X

                         EFFECT OF PLAN CONFIRMATION

          10.1 Binding Effect. This Plan shall be binding upon and inure to
the benefit of the Debtors, all present and former Holders of Claims and
Interests, and their respective successors and assigns, including, but not
limited to, Reorganized Polaroid.

          10.2 Releases.

               (a) Releases by the Debtors. On the Effective Date, each of the
Debtors shall release unconditionally, and hereby is deemed to forever
release unconditionally (i) the Debtors' directors, officers, employees,
agents and professionals as of the Petition Date, (ii) the Creditors'
Committee and the Plan Committee and, solely in their respective capacities
as members or representatives of the Creditors' Committee and the Plan
Committee, as applicable (and not as individual lenders or creditors to or on
behalf of the Debtors), each member of the Creditors' Committee and the Plan
Committee; (iii) the Plan Administrator; (iv) the Pre-Petition Lenders, the
DIP Lenders, the Pre-Petition Agent and the DIP Agent; and (v) the respective
agents, advisors, accountants, investment bankers, consultants, attorneys and
other representatives (including the respective current and former directors,
officers, employees, members, shareholders and professionals) of any of the
foregoing or of the Debtors or any affiliates or subsidiaries of the Debtors
from any and all claims, obligations, suits, judgments, damages, rights,
causes of action and liabilities whatsoever (other than the right to enforce
the performance of their respective obligations, if any, to the Debtors or
Reorganized Polaroid under this Plan, the Plan Administration Agreement and
the contracts, instruments, releases and other agreements delivered under
this Plan and the Plan Administration Agreement), whether liquidated or
unliquidated, fixed or contingent, matured or unmatured, known or unknown,
foreseen or unforeseen, then existing or thereafter arising, in law, equity
or otherwise that are based in whole or in part on any act or omission,
transaction, event or other occurrence taking place on or prior to the
Effective Date in any way relating to the Debtors, the Chapter 11 Cases, this
Plan or the Disclosure Statement; provided, however, that other than as to
the Claims of the Pre-Petition Lenders, the Pre-Petition Agent, the DIP Agent
and the DIP Lenders, nothing in this Section shall be deemed to waive any
objection to any Claim against the Debtors or any rights to object to any
such Claim or to bring an adversary proceeding to subordinate a Claim under
section 510(c) of the Bankruptcy Code, to recharacterize a Claim as an
Interest, all of which rights, claims and defenses are expressly preserved,
provided, further, that the releases granted in clause (i) above shall not
release any officer of the Debtor that was not hired, retained or engaged by
Purchaser on or prior to September 30, 2002 or any person or entity covered
in clause (i) above against whom a cause of action has been asserted by or on
behalf of the Debtors or the Estates prior to the Effective Date.

               (b) Releases by Holders of Claims and Interests. On the Effective
Date, each Holder of a Claim that voted to accept this Plan, in consideration
for the obligations of the Debtors and Reorganized Polaroid under this Plan
and the Stock or Cash and other contracts, instruments, releases, agreements
or documents to be delivered in connection with this Plan, each entity (other
than a Debtor) that has held, holds or may hold a Claim, as applicable, will
be deemed to forever release, waive and discharge, to the fullest extent
permissible under applicable law, as such law may be extended or interpreted
subsequent to the Effective Date, all claims, demands, debts, rights, causes
of action or liabilities (other than the right to enforce the Debtors' or
Reorganized Polaroid's obligations under this Plan, the Plan Administration
Agreement and the contracts, instruments, releases, agreements and documents
delivered under this Plan and the Plan Administration Agreement), whether
liquidated or unliquidated, fixed or contingent, matured or unmatured, known
or unknown, foreseen or unforeseen, then existing or thereafter arising, in
law, equity or otherwise that are based in whole or in part on any act or
omission, transaction, event or other occurrence taking place on or prior to
the Effective Date in any way relating to the Debtors, the Chapter 11 Cases,
this Plan or the Disclosure Statement that such entity has, had or may have
against the Creditors' Committee, the Plan Committee or their respective
members, attorneys, accountants and financial advisors and other advisors,
acting in such capacity, the Plan Administrator, the Pre-Petition Lenders,
the DIP Lenders, the Pre-Petition Agent and the DIP Agent and any Debtor and
the present and former directors, officers, shareholders, employees, agents,
advisors, accountants, investment bankers, consultants, attorneys and other
representatives of all of the foregoing.

               (c) Releases by Lenders. On the Effective Date, each of the
Pre-Petition Lenders, the DIP Lenders, the Pre-Petition Agent and the DIP
Agent will be deemed to forever release, waive and discharge, to the fullest
extent permissible under applicable law, as such law may be extended or
interpreted subsequent to the Effective Date, all claims, demands, debts,
rights, causes of action or liabilities (other than the right to enforce the
Debtors' or Reorganized Polaroid's obligations under this Plan, the Sale
Order the Plan Administration Agreement and the contracts, instruments,
releases, agreements and documents delivered under this Plan and this Plan
Administration Agreement), whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen,
then existing or thereafter arising, in law, equity or otherwise that are
based in whole or in part on any act or omission, transaction, event or other
occurrence taking place on or prior to the Effective Date in any way relating
to the Debtors, the Chapter 11 Cases, this Plan or the Disclosure Statement
that such entity has, had or may have against the Creditors' Committee, the
Plan Committee or the Plan Administrator or their respective members,
attorneys, accountants and financial advisors, acting in such capacity, and
any Debtor and its present and former directors, officers, shareholders,
employees, agents, advisors, accountants, investment bankers, consultants,
attorneys and other representatives.

               (d) Injunction Related to Releases. The Confirmation Order
will permanently enjoin the commencement or prosecution by any entity,
whether directly, derivatively or otherwise, of any claims, obligations,
suits, judgments, damages, demands, debts, rights, causes of action or
liabilities released pursuant to this Plan.

          10.3 Discharge of Claims and Termination of Interests. Pursuant to
section 1141(d)(3) of the Bankruptcy Code, Confirmation will not discharge
Claims against the Debtors; provided, however, that no Holder of a Claim
against any Debtor may, on account of such Claim, seek or receive any payment
or other distribution from, or seek recourse against, any Debtor, Reorganized
Polaroid, their respective successors or their respective property, except as
expressly provided herein.

          10.4 Exculpation and Limitation of Liability. Neither the Debtors
nor the Creditors' Committee, the Plan Committee, the Pre-Petition Lenders,
the DIP Lenders, the Pre-Petition Agent, the DIP Agent or the Plan
Administrator, nor any of their respective present or former members,
officers, directors, shareholders, employees, advisors, attorneys or agents,
shall have or incur any liability to, or be subject to any right of action
by, any Holder of a Claim or an Interest, or any other party in interest, or
any of their respective agents, shareholders, employees, representatives,
financial advisors, attorneys or affiliates, or any of their successors or
assigns, for any act or omission in connection with, relating to, or arising
out of, the Debtors' Chapter 11 Cases, the pursuit of confirmation of this
Plan, the consummation of this Plan or the administration of this Plan or the
property to be distributed under this Plan, except for their willful
misconduct or gross negligence, and in all respects shall be entitled to rely
reasonably upon the advice of counsel with respect to their duties and
responsibilities under this Plan.

          10.5 Injunction. (a) Except as otherwise provided in this Plan, the
Confirmation Order shall provide, among other things, that from and after the
Confirmation Date all Persons who have held, hold or may hold Claims against
or Interests in the Debtors are (i) permanently enjoined from taking any of
the following actions against the Estate(s), the Debtors, Reorganized
Polaroid, the Plan Administrator, the DIP Agent, the DIP Lenders, the
Pre-Petition Agent, the Pre-Petition Lenders, the Creditors' Committee or the
members thereof, the Plan Committee or the members thereof or any of their
property on account of any such Claims or Interests and (ii) preliminarily
enjoined from taking any of the following actions against any of the DIP
Agent, the DIP Lenders, the Pre-Petition Lenders, the Pre-Petition Agent, the
Estate(s), the Debtors, Reorganized Polaroid, the Plan Administrator, the
Creditors' Committee or the members thereof, the Plan Committee or the
members thereof or their property on account of such Claims or Interests: (A)
commencing or continuing, in any manner or in any place, any action or other
proceeding; (B) enforcing attaching, collecting or recovering in any manner
any judgment, award, decree or order; (C) creating, perfecting or enforcing
any lien or encumbrance; (D) asserting a setoff, right of subrogation or
recoupment of any kind against any debt, liability or obligation due to the
Debtors; and (E) commencing or continuing, in any manner or in any place, any
action that does not comply with or is inconsistent with the provisions of
this Plan; provided, however, that (x) nothing contained herein shall
preclude such persons from exercising their rights pursuant to and consistent
with the terms of this Plan and (y) the preliminary injunction of actions
against the Debtors, Reorganized Polaroid, the Plan Administrator, the
Creditors' Committee and the members thereof and the Plan Committee and the
members thereof, and their property (if any) shall be dissolved and terminate
one day following the termination of the Plan Administration Agreement in
accordance with the terms thereof.

               (b) By accepting distributions pursuant to this Plan, each
Holder of an Allowed Claim receiving distributions pursuant to this Plan will
be deemed to have specifically consented to the provisions of this Article X.

          10.6 Term of Bankruptcy Injunction or Stays. All injunctions or
stays provided for in the Chapter 11 Cases under section 105 or 362 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date,
shall remain in full force and effect until all property of the Estates of
Reorganized Polaroid and the other Debtors has been distributed and
Reorganized Polaroid has been dissolved.

                                 ARTICLE XI

                          RETENTION OF JURISDICTION

          Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and
notwithstanding entry of the Confirmation Order and the occurrence of the
Effective Date, the Bankruptcy Court will retain exclusive jurisdiction over
all matters arising out of, and related to, the Chapter 11 Cases and this
Plan to the fullest extent permitted by law, including, among other things,
jurisdiction to:

               (a) Allow, disallow, determine, liquidate, classify, estimate
or establish the priority or secured or unsecured status of any Claim or
Interest, including the resolution of any request for payment of any
Administrative Claim and the resolution of any objections to the allowance or
priority of Claims or Interests;

               (b) Grant or deny any applications for allowance of
compensation or reimbursement of expenses authorized pursuant to the
Bankruptcy Code or this Plan for periods ending on or before the Effective
Date;

               (c) Resolve any matters related to the assumption, assumption
and assignment, or rejection of any executory contract or unexpired lease to
which any Debtor is a party or with respect to which any Debtor or
Reorganized Polaroid may be liable and to hear, determine and, if necessary,
liquidate any Claims arising therefrom;

               (d) Ensure that distributions to Holders of Allowed Claims are
accomplished pursuant to the provisions of this Plan;

               (e) Decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters and grant or deny any
applications involving the Debtors that may be pending on the Effective Date;

               (f) Enter such orders as may be necessary or appropriate to
implement or consummate the provisions of this Plan and all contracts,
instruments, releases and other agreements or documents created in connection
with this Plan, the Disclosure Statement or the Confirmation Order;

               (g) Resolve any cases, controversies, suits or disputes that
may arise in connection with the consummation, interpretation or enforcement
of this Plan or any contract, instrument, release or other agreement or
document that is executed or created pursuant to this Plan, or any entity's
rights arising from or obligations incurred in connection with this Plan or
such documents;

               (h) Modify this Plan before or after the Effective Date
pursuant to section 1127 of the Bankruptcy Code or modify the Disclosure
Statement, the Confirmation Order or any contract, instrument, release or
other agreement or document created in connection with this Plan, the
Disclosure Statement or the Confirmation Order, or remedy any defect or
omission or reconcile any inconsistency in any Bankruptcy Court order, this
Plan, the Disclosure Statement, the Confirmation Order or any contract,
instrument, release or other agreement or document created in connection with
this Plan, the Disclosure Statement or the Confirmation Order, in such manner
as may be necessary or appropriate to consummate this Plan;

               (i) Hear and determine all applications for compensation and
reimbursement of expenses of Professionals under this Plan or under sections
328, 330, 331 503(b), 1103 and 1129(c)(9) of the Bankruptcy Code, provided,
however, that from and after the Effective Date the payment of fees and
expenses of Reorganized Polaroid, the Plan Committee and the Plan
Administrator shall be made in the ordinary course of business and shall not
be subject to the approval of the Bankruptcy Court;

               (j) Hear and determine matters concerning the Plan Committee
and its members and their respective professionals;

               (k) Issue injunctions, enter and implement other orders or
take such other actions as may be necessary or appropriate to restrain
interference by any entity with consummation, implementation or enforcement
of this Plan or the Confirmation Order;

               (l) Hear and determine the causes of action by or on behalf of
the Debtors or Reorganized Polaroid;

               (m) Hear and determine matters concerning state, local and
federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy
Code;

               (n) Enter and implement such orders as are necessary or
appropriate if the Confirmation Order is for any reason or in any respect
modified, stayed, reversed, revoked or vacated or distributions pursuant to
this Plan are enjoined or stayed;

               (o) Determine any other matters that may arise in connection
with or relate to this Plan, the Disclosure Statement, the Confirmation Order
or any contract, instrument, release or other agreement or document created
in connection with this Plan, the Disclosure Statement or the Confirmation
Order;

               (p) Enforce all orders, judgments, injunctions, releases,
exculpations, indemnifications and rulings entered in connection with the
Chapter 11 Cases;

               (q) Hear and determine all disputes or other matters arising
in connection with the interpretation, implementation or enforcement of the
Asset Purchase Agreement, the Ancillary Agreements, and the Sale Order;

               (r) Hear and determine all matters related to (i) the property
of the Estates from and after the Confirmation Date, (ii) the winding up of
the Debtors' affairs and (iii) the activities of Reorganized Polaroid and the
Plan Administrator, including (A) challenges to or approvals of Reorganized
Polaroid's or the Plan Administrator's activities, (B) resignation,
incapacity or removal of the Plan Administrator and selection of a successor
Plan Administrator, (C) reporting by, termination of and accounting by
Reorganized Polaroid and the Plan Administrator and (D) release of the Plan
Administrator from its duties;

               (s) Hear and determine disputes with respect to compensation
of (i) Reorganized Polaroid's professional advisors, (ii) the Plan
Administrator and its professional advisors, and (iii) the Plan Committee,
its members and its professional advisors;

               (t) Hear and determine such other matters as may be provided
in the Confirmation Order or as may be authorized under the Bankruptcy Code;
and

               (u) Enter an order closing the Chapter 11 Cases.

                                 ARTICLE XII

                           MISCELLANEOUS PROVISIONS

          12.1 Effectuating Documents and Further Transactions. Each of the
Debtors or Reorganized Polaroid is authorized to execute, deliver, file or
record such contracts, instruments, releases and other agreements or
documents and take such actions as may be necessary or appropriate to
effectuate, implement and further evidence the terms and conditions of this
Plan and any securities issued pursuant to this Plan.

          12.2 Corporate Action. Prior to, on or after the Effective Date (as
appropriate), all matters provided for under this Plan that would otherwise
require approval of the stockholders or directors of one (1) or more of the
Debtors or Reorganized Polaroid shall be deemed to have occurred and shall be
in effect prior to, on or after the Effective Date (as appropriate) pursuant
to the applicable general corporation law of the states in which the Debtors
or Reorganized Polaroid are incorporated without any requirement of further
action by the stockholders or directors of the Debtors or Reorganized
Polaroid.

          12.3 Exemption from Transfer Taxes. Pursuant to section 1146(c) of
the Bankruptcy Code, (a) the issuance, transfer or exchange of notes or
equity securities under this Plan; (b) the creation of any mortgage, deed of
trust, lien, pledge or other security interest; (c) the making or assignment
of any lease or sublease; or (d) the making or delivery of any deed or other
instrument of transfer under, in furtherance of, or in connection with, this
Plan, including, without limitation, any merger agreements; agreements of
consolidation, restructuring, disposition, liquidation or dissolution; deeds;
bills of sale; transfers of tangible property, will not be subject to any
stamp tax, recording tax, personal property tax, real estate transfer tax or
other similar tax. Unless the Bankruptcy Court orders otherwise, all sales,
transfers and assignments of owned and leased property, approved by the
Bankruptcy Court on or prior to the Effective Date, shall be deemed to have
been in furtherance of, or in connection with, this Plan.

          12.4 Bar Dates for Certain Claims.

               (a) Administrative Claims. The Confirmation Order will
establish an Administrative Claims Bar Date for filing Administrative Claims,
which date will be forty-five (45) days after the Confirmation Date. The
Administrative Claims Bar Date will be applicable for Holders of asserted
Administrative Claims first accruing after _____, 2003, other than Fee Claims
and Indenture Trustee fees. Holders of asserted Administrative Claims, except
for Fee Claims, not paid prior to the Confirmation Date must submit proofs of
Claim on or before such Administrative Claims Bar Date or forever be barred
from doing so. The notice of Confirmation to be delivered pursuant to
Bankruptcy Rules 3020(c) and 2002(f) will set forth such date and constitute
notice of the Administrative Claims Bar Date. The Debtors, Reorganized
Polaroid or the Plan Administrator, as the case may be, shall have forty-five
(45) days (or such longer period as may be allowed by order of the Bankruptcy
Court) following the Administrative Claims Bar Date to review and object to
such Administrative Claims before a hearing for determination of allowance of
such Administrative Claims.

               (b) Professional Fee Claims; Substantial Contribution Claims.
All persons requesting compensation or reimbursement of Fee Claims pursuant
to section 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for
services rendered to the Debtors prior to the Effective Date (including
requests under section 503(b)(4) of the Bankruptcy Code by any Professional
or other entity for making a substantial contribution in the Chapter 11
Cases) shall file and serve on Reorganized Polaroid and counsel for
Reorganized Polaroid an application for final allowance of compensation and
reimbursement of expenses no later than sixty (60) days after the Effective
Date, unless otherwise ordered by the Bankruptcy Court. Objections to
applications of such Professionals or other entities for compensation or
reimbursement of expenses must be filed and served on Reorganized Polaroid,
counsel for Reorganized Polaroid and the requesting Professional or other
entity no later than sixty (60) days (or such longer period as may be allowed
by order of the Bankruptcy Court) after the date on which the applicable
request for compensation or reimbursement was served.

               (c) Indenture Trustee Fees. The reasonable fees and expenses
of the Indenture Trustee (which includes the reasonable fees and expenses of
any professionals retained by the Indenture Trustee), shall be paid in Cash
in accordance with the procedures established in this Section, provided that,
any distributions to be received by Holders of Allowed Note Claims pursuant
to this Plan will not be reduced on account of the payment of any Indenture
Trustee's fees and expenses.

          Prior to the Effective Date, the Indenture Trustee will submit
to the Debtors appropriate documentation in support of the fees and expenses
incurred by the Indenture Trustee through that date (including any estimated
fees and expenses through the Effective Date), whether incurred prior to or
subsequent to the Petition Date, together with a detailed, reasonable
estimate of any fees and expenses to be incurred thereafter. Such estimate
may include, without limitation, projected fees and expenses relating to
surrender and cancellation of notes, distribution of securities, and fees and
expenses to be incurred in respect of any challenge to the claims asserted by
the Indenture Trustee, whether based on the Notes or the claimed amount of
such fees and expense. On or prior to the Effective Date, the Debtors or
Reorganized Polaroid will pay the undisputed amount of the Indenture
Trustee's fees and expenses.

          No later than 30 days after the Effective Date, or as soon
thereafter as may be practical, the Indenture Trustee will deliver a final
invoice for its fees and expenses. The Plan Administrator will have a period
of 30 days after receipt to review the final invoice and provide the
Indenture Trustee with any objection to the final invoice, stating with
specificity its objections to particular charges. If the Indenture Trustee
receives no objection within 30 days, then the Indenture Trustee shall be
paid such amount without the need for any further approval of the Bankruptcy
Court. If the Plan Administrator timely advises the Indenture Trustee in
writing that it objects to all or a portion of such fees, which objection
states with specificity its objection to particular charges, (i) Reorganized
Polaroid shall pay the undisputed portion of the fees and expenses and (ii)
the Indenture Trustee may either, at its option, submit the disputed portion
to the Bankruptcy Court for resolution or exercise its rights under the 1997
Indenture. The Indenture Trustee will not be required to file a fee
application or to comply with guidelines and rules applicable to a fee
application, and will not be subject to Sections 330 or 503(b) of the
Bankruptcy Code.

          The Indenture Trustee's charging lien will be discharged solely
upon payment in full of such fees and expenses. Accordingly, nothing herein
shall be deemed to impair, waive or discharge the Indenture Trustee's
charging lien, for any fees and expenses not paid by the Debtors or
Reorganized Polaroid, as applicable.

          12.5 Payment of Statutory Fees. All fees payable pursuant to
section 1930 of title 28, United States Code, as determined by the Bankruptcy
Court at the Confirmation Hearing, shall be paid on the Effective Date, and
neither the Debtors, their Estates, Reorganized Polaroid nor the Plan
Administrator shall thereafter be liable for the payment from additional fees
under 28 U.S.C. ss. 1930 other than with respect to Polaroid's Chapter 11 Case.

          12.6 Amendment or Modification of this Plan. Subject to section
1127 of the Bankruptcy Code and, to the extent applicable, sections 1122,
1123 and 1125 of the Bankruptcy Code, alterations, amendments or
modifications of this Plan may be proposed in writing by the Proponents, the
Plan Administrator or Reorganized Polaroid at any time prior to or after the
Confirmation Date but prior to the substantial consummation of this Plan. A
Holder of a Claim or Interest that has accepted this Plan shall be deemed to
have accepted this Plan, as altered, amended or modified, if the proposed
alteration, amendment or modification does not materially and adversely
change the treatment of the Claim or Interest of such Holder.

          12.7 Severability of Plan Provisions. If, prior to the Confirmation
Date, any term or provision of this Plan is determined by the Bankruptcy
Court to be invalid, void or unenforceable, the Bankruptcy Court will have
the power to alter and interpret such term or provision to make it valid or
enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void or unenforceable,
and such term or provision will then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration or interpretation, the remainder
of the terms and provisions of this Plan will remain in full force and effect
and will in no way be affected, impaired or invalidated by such holding,
alteration or interpretation. The Confirmation Order will constitute a
judicial determination and will provide that each term and provision of this
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

          12.8 Successors and Assigns. This Plan shall be binding upon and
inure to the benefit of the Debtors, and their respective successors and
assigns, including, without limitation, Reorganized Polaroid. The rights,
benefits and obligations of any entity named or referred to in this Plan
shall be binding on, and shall inure to the benefit of any heir, executor,
administrator, successor or assign of such entity.

          12.9 Plan Supplement. The Plan Supplement shall be filed with the
Bankruptcy Court not later than five (5) days prior to the Confirmation
Hearing. Upon its filing, the Plan Supplement may be inspected in the office
of the clerk of the Bankruptcy Court or its designee during normal business
hours. Holders of Claims and Interests may obtain a copy of the Plan
Supplement upon written request to Polaroid. The documents contained in the
Plan Supplement shall be approved by the Bankruptcy Court pursuant to the
Confirmation Order.

          12.10 Revocation, Withdrawal or Non-Consummation. The Proponents
reserve the right to revoke or withdraw this Plan as to any or all of the
Debtors prior to the Confirmation Date and to file subsequent plans of
reorganization. If the Proponents revoke or withdraw this Plan as to any or
all of the Debtors, or if Confirmation or Consummation as to any or all of
the Debtors does not occur, then, with respect to such Debtors, (a) this Plan
shall be null and void in all respects, (b) any settlement or compromise
embodied in this Plan (including the fixing or limiting to an amount certain
any Claim or Class of Claims), assumption or rejection of executory contracts
or leases affected by this Plan, and any document or agreement executed
pursuant to this Plan, shall be deemed null and void, and (c) nothing
contained in this Plan shall (i) constitute a waiver or release of any Claims
by or against, or any Interests in, such Debtors or any other Person, (ii)
prejudice in any manner the rights of such Debtors or any other Person, or
(iii) constitute an admission of any sort by the Debtors or any other Person.

          12.11 Notice. All notices, requests and demands to or upon the
Debtors or Reorganized Polaroid to be effective shall be in writing and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when actually delivered or, in the case of notice by facsimile
transmission, when received and telephonically confirmed, addressed as
follows:

         If to the Debtors:

         PRIMARY PDC, INC. (f/k/a POLAROID CORPORATION)
         1265 Main Street
         Waltham, Massachusetts 02451
         Telephone:  (781) 386-6505
         Attn: Kevin Pond

         Wind Down Associates, LLC
         2701 N. Rocky Point Drive
         Suite 183
         Tampa, FL 33607
         Telephone: (813) 286-2717
         Attn: Mark S. Stickel

         with copies to:

         SKADDEN, ARPS, SLATE, MEAGHER
           & FLOM LLP
         One Rodney Square
         P.O. Box 636
         Wilmington, Delaware  19899-0636
         (302) 651-3000 Attn: Gregg M. Galardi, Esq.

         If to the Creditors' Committee:

         AKIN GUMP STRAUSS HAUER
           & FELD LLP
         590 Madison Avenue
         New York, NY 10022
         (212) 872-1000 Attn: Fred S. Hodara, Esq.

          12.12 Tax Reporting and Compliance. In connection with this Plan
and all instruments issued in connection therewith and distributions thereof,
the Debtors, and Reorganized Polaroid, as the case may be, shall comply with
all withholding and reporting requirements imposed by any federal, state,
local or foreign taxing authority and all distributions hereunder shall be
subject to any such withholding and reporting requirements. Reorganized
Polaroid is hereby authorized, on behalf of each of the Debtors, to request
an expedited determination under section 505(b) of the Bankruptcy Code of the
tax liability of the Debtors for all taxable periods ending after the
Petition Date through, and including, the Effective Date.

          12.13 Schedules. All Schedules to this Plan and the Plan Supplement
are incorporated and are a part of this Plan as if set forth in full herein.

          12.14 Filing of Additional Documents. On or before substantial
consummation of this Plan, the Debtors or Reorganized Polaroid, as
applicable, shall File such agreements and other documents, in form and
substance acceptable the Creditors' Committee or the Plan Committee, as
applicable, as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of this Plan.

<PAGE>


Dated:   Wilmington, Delaware
         January 15, 2003               Respectfully submitted,


                                        PRIMARY PDC, INC.
                                        (f/k/a Polaroid Corporation)
                                        (for itself and on behalf of
                                         the Subsidiary Debtors)

                                        By: /s/ Kevin R. Pond
                                           ----------------------------------
                                        Name:   Kevin R. Pond
                                        Title   President and Secretary

                                        Counsel:

                                        Gregg M. Galardi (I.D. No. 2991)
                                        Eric M. Davis (I.D. No. 3621)
                                        Mark L. Desgrosseilliers (I.D. No. 4083)
                                        SKADDEN, ARPS, SLATE, MEAGHER
                                          & FLOM LLP
                                        One Rodney Square
                                        P.O. Box 636
                                        Wilmington, Delaware  19899-0636
                                        (302) 651-3000

                                                  -and-

                                        Eric W. Kaup
                                        SKADDEN, ARPS, SLATE, MEAGHER
                                            & FLOM (ILLINOIS)
                                        333 West Wacker Drive
                                        Chicago, Illinois  60606-1285
                                        (312) 407-0700

                                         Attorneys for Debtors and
                                         Debtors in Possession

                                                  -and-


                                         Brendan L. Shannon (I.D. No. 3136)
                                         Robert S. Brady (I.D. No. 2847)
                                         Joseph A. Malfitano (I.D. No. 4020)
                                         YOUNG CONAWAY STARGATT
                                           & TAYLOR, LLP
                                         The Brandywine Building
                                         1000 West Street, 17th Floor
                                         Wilmington, Delaware 19801
                                         (302) 571-6600


                                                  -and-

                                         Fred S. Hodara
                                         Philip C. Dublin
                                         Nava Hazan
                                         AKIN GUMP STRAUSS HAUER
                                            & FELD LLP
                                         590 Madison Avenue
                                         New York, New York  10022
                                         (212) 872-1000

                                         Attorneys for the Official Committee
                                         of Unsecured Creditors
[{"type": "8-K", "sequence": "1", "filename": "wil325675.txt", "description": "FORM 8-K", "secsgml_size_bytes": 363663}]
{"company-data": {"conformed-name": "POLAROID CORP", "cik": "0000079326", "assigned-sic": "3861", "irs-number": "041734655", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04085", "film-number": "03519814"}, "business-address": {"street1": "784 MEMORIAL DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "7813862000"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

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

                               January 15, 2003
         ------------------------------------------------------------
               Date of Report (Date of earliest event reported)

                               Primary PDC, Inc.
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                       1-4085                 04-1734655
     ---------------------            ----------------       ------------------
(State or other jurisdiction of       (Commission File        (I.R.S. Employer
incorporation or organization)             Number)           Identification No.)

                1265 Main Street, Waltham, Massachusetts  02415
               ---------------------------------------------------
              (Address of principal executive offices)  (Zip Code)

                                 781-386-2000
               ---------------------------------------------------
             (Registrant's telephone number, including area code)

                             POLAROID CORPORATION
               ---------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
Item 5.  Other Events

As previously reported to the Commission, on October 12, 2001, Polaroid
Corporation and its U.S. subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Code"). The
filings were made in the United States Bankruptcy Court for the District of
Delaware (the "Court") in Wilmington, Delaware.

On January 15, 2003, Primary PDC, Inc., formerly known as Polaroid Corporation
(the "Company"), and its U.S. subsidiaries filed with the Court a Disclosure
Statement with Respect to Amended Joint Plan of Reorganization of Primary PDC,
Inc. (f/k/a Polaroid Corporation) and its Debtor Subsidiaries and the Official
Committee of Unsecured Creditors, a copy of which is attached hereto as Exhibit
99.1.

Item 7(c).  Exhibits

Exhibit 99.1                Disclosure Statement with Respect to Amended Joint
                            Plan of Reorganization of Primary PDC, Inc. (f/k/a
                            Polaroid Corporation) and its Debtor Subsidiaries
                            and the Official Committee of Unsecured Creditors
SIGNATURES

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

                                             PRIMARY PDC, INC.
                                                (Registrant)

                                             By:  /s/ Kevin Pond
                                                 ----------------------
                                                 Kevin Pond
                                                 President

Dated: January 21, 2003
EXHIBIT 99.1

                   IN THE UNITED STATES BANKRUPTCY COURT

                        FOR THE DISTRICT OF DELAWARE

- - - - - - - - - - - - - - - - - - - - -x
                                         :
In re:                                   : Chapter 11
                                         :
POLAROID CORPORATION,                    : Case No. 01-10864 (PJW)
         et al.,                         :
                                         : Jointly Administered
                           Debtors.      :
                                         :
                                         :
- - - - - - - - - - - - - - - - - - - -- x

                  NOTICE OF FILING OF DISCLOSURE STATEMENT
                   WITH RESPECT TO AMENDED JOINT PLAN OF
                    REORGANIZATION OF PRIMARY PDC, INC.
                    (f/k/a POLAROID CORPORATION) AND ITS
                    DEBTOR SUBSIDIARIES AND THE OFFICIAL
                      COMMITTEE OF UNSECURED CREDITORS

          PLEASE TAKE NOTICE that on January 15, 2003, the above-captioned

debtors and debtors-in-possession (the "Debtors") filed the Disclosure

Statement with Respect to Amended Joint Plan of Reorganization of Primary

PDC, Inc. (f/k/a Polaroid Corporation) and its Debtor Subsidiaries and the

Official Committee of Unsecured Creditors.

Dated:   Wilmington, Delaware
         January 15, 2003

                                      /s/ Mark L. Desgrosseilliers
                                      ---------------------------------------
                                      Gregg M. Galardi (I.D. No. 2991)
                                      Eric M. Davis (I.D. No. 3621)
                                      Mark L. Desgrosseilliers (I.D. No. 4083)
                                      SKADDEN, ARPS, SLATE, MEAGHER
                                               & FLOM LLP
                                      One Rodney Square
                                      P.O. Box 636
                                      Wilmington, Delaware 19899
                                      (302) 651-3000

                                               - and -

                                      Eric W. Kaup
                                      SKADDEN, ARPS, SLATE, MEAGHER
                                          & FLOM (ILLINOIS)
                                      333 West Wacker Drive
                                      Chicago, Illinois  60606-1285
                                      (312) 407-0700

                                      Attorneys for Debtors and
                                      Debtors-in-Possession
IN THE UNITED STATES BANKRUPTCY COURT
                         FOR THE DISTRICT OF DELAWARE

--------------------------------------------------x
                                                  :
                                                  :
In re:                                            :     Chapter 11
                                                  :
POLAROID CORPORATION, et al.,                     :     Case No. 01-10864 (PJW)
                           Debtors.               :
                                                  :     Jointly Administered
                                                  :
--------------------------------------------------x

          DISCLOSURE STATEMENT WITH RESPECT TO AMENDED JOINT PLAN OF
       REORGANIZATION OF PRIMARY PDC, INC. (f/k/a POLAROID CORPORATION)
          AND ITS DEBTOR SUBSIDIARIES AND THE OFFICIAL COMMITTEE OF
                             UNSECURED CREDITORS
Gregg M. Galardi (I.D. No. 2991)                      Brendan L. Shannon (I.D. No. 3136)
Eric M. Davis (I.D. No. 3621)                         Robert S. Brady (I.D. No. 2847)
Mark L. Desgrosseilliers (I.D. No. 4083)              Joseph A. Malfitano (I.D. No. 4020)
SKADDEN, ARPS, SLATE, MEAGHER                         YOUNG CONAWAY STARGATT
  & FLOM LLP                                            & TAYLOR, LLP
One Rodney Square                                     The Brandywine Building
P.O. Box 636                                          1000 West Street, 17th Floor
Wilmington, Delaware  19899-0636                      Wilmington, Delaware 19801
(302) 651-3000                                        (302)571-6600

         -and-                                                 -and-

Eric W. Kaup                                          Fred S. Hodara
SKADDEN, ARPS, SLATE, MEAGHER                         Philip C. Dublin
    & FLOM (ILLINOIS)                                 Nava Hazan
333 West Wacker Drive                                 AKIN GUMP STRAUSS HAUER
Chicago, Illinois  60606-1285                             & FELD LLP
(312) 407-0700                                        590 Madison Avenue
                                                      New York, New York 10022
                                                      (212) 872-1000
ATTORNEYS FOR DEBTORS AND                              ATTORNEYS FOR THE OFFICIAL
DEBTORS IN POSSESSION                                 COMMITTEE OF UNSECURED CREDITORS

Dated:        Wilmington, Delaware
              January 15, 2003
DISCLAIMER

         THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT RELATES TO
THE AMENDED JOINT PLAN OF REORGANIZATION (THE "PLAN") OF PRIMARY PDC, INC.
(F/K/A/ POLAROID CORPORATION) AND ITS DEBTOR SUBSIDIARIES AND THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS IS INCLUDED HEREIN FOR PURPOSES OF
SOLICITING ACCEPTANCES OF THE PLAN AND MAY NOT BE RELIED UPON FOR ANY PURPOSE
OTHER THAN TO MAKE A JUDGMENT WITH RESPECT TO, AND DETERMINE HOW TO VOTE ON,
THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS,
OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE
STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN.

         ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS THAT ARE ENTITLED TO VOTE
ON THE PLAN ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND
THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
SUMMARIES OF THE PLAN AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO
THE PLAN, AND THIS DISCLOSURE STATEMENT. THE STATEMENTS CONTAINED IN THIS
DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO
ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME
AFTER THE DATE HEREOF.

         THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH
BANKRUPTCY CODE SECTION 1125 AND RULE 3106(c) OF THE FEDERAL RULES OF
BANKRUPTCY PROCEDURE AND NOT IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES
LAWS OR OTHER RULES GOVERNING DISCLOSURE OUTSIDE THE CONTEXT OF CHAPTER 11 OF
THE BANKRUPTCY CODE. THIS DISCLOSURE STATEMENT HAS NEITHER BEEN APPROVED NOR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS
THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED
HEREIN.

         AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER ACTIONS OR
THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE
CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION, OR WAIVER,
BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THE DISCLOSURE
STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NONBANKRUPTCY PROCEEDING INVOLVING
THE DEBTORS OR ANY OTHER PARTY, NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE
ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION
OR PLAN AS TO HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN, THE DEBTORS.

                              EXECUTIVE SUMMARY

         Primary PDC, Inc. (f/k/a Polaroid Corporation) ("Polaroid") and
certain of its subsidiaries and affiliates, debtors and debtors-in-possession
(collectively, the "Debtors"), each filed petitions for relief under chapter
11 of title 11 of the United States Code, 11 U.S.C. sections 101-1330 (as
amended, the "Bankruptcy Code"), on October 12, 2001. On January 15, 2003,
the Proponents filed the Plan which sets forth how Claims against and
Interests in the Debtors will be treated. This Disclosure Statement describes
the Debtors' history, significant events occurring in the Debtors' Chapter 11
Cases, a summary and analysis of the Plan, and certain related matters. This
Executive Summary is intended solely as a summary of the distribution
provisions of the Plan and is qualified in its entirety by the terms and
provisions of the Plan. FOR A COMPLETE UNDERSTANDING OF THE PLAN, YOU SHOULD
READ THE DISCLOSURE STATEMENT, THE PLAN AND THE EXHIBITS THERETO IN THEIR
ENTIRETY. Capitalized terms used in this Disclosure Statement and not
otherwise defined herein have the meanings ascribed to them in the Plan.

A.       Summary of the Plan

         Under the Plan, on the Effective Date or as soon as is practicable
thereafter, the members of the board of directors of each of the Subsidiary
Debtors shall be deemed to have resigned and each of the Subsidiary Debtors
shall be merged with and into Polaroid. After the Effective Date and in
accord with the laws of the State of Delaware, Polaroid shall continue to
exist as Reorganized Polaroid for the limited purpose of distributing the
assets of the Debtors' estates to the various creditors of the Debtors. The
Designated Representative of the Plan Administrator (discussed below) shall
serve as the sole officer and sole director of Reorganized Polaroid. The Plan
contemplates that as soon as is practicable after the Plan Administrator
exhausts the assets of the Debtors' Estates by making the final distribution
of Cash and Stock under the Plan and the Plan Administration Agreement, the
Plan Administrator shall effectuate the dissolution of Reorganized Polaroid
in accordance with the laws of Delaware and shall cause its Designated
Representative to resign as the sole officer and director of Reorganized
Polaroid.

         The Plan contemplates entry of an order substantively consolidating
the Debtors' Estates and Chapter 11 Cases for the purposes of all actions
associated with confirmation and consummation of the Plan. On the
Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, (i)
all Intercompany Claims by, between and among the Debtors shall be
eliminated, (ii) all assets and liabilities of the Subsidiary Debtors shall
be merged or treated as if they were merged with the assets and liabilities
of Polaroid, (iii) any obligation of a Debtor and all guarantees thereof by
one or more of the other Debtors shall be deemed to be one obligation of
Polaroid, (iv) the Subsidiary Interests shall be cancelled, and (v) each
Claim filed or to be filed against any Debtor shall be deemed filed only
against Polaroid and shall be deemed a single Claim against and a single
obligation of Polaroid. On the Confirmation Date, and in accordance with the
terms of the Plan and the consolidation of the assets and liabilities of the
Debtors, all Claims based upon guarantees of collection, payment or
performance made by the Debtors as to the obligations of another Debtor shall
be released and of no further force and effect.

B.       Summary of Treatment of Claims and Interests Under the Plan

         As contemplated under the Bankruptcy Code, Administrative Claims and
Priority Tax Claims are not classified under the Plan. Under the Plan,
Allowed Administrative Claims are to be paid in full on the Effective Date.
See Article IV.D.1. for a summary of treatment proposed under the Plan for
Administrative Claims and Priority Tax Claims.

         The table below summarizes the classification and treatment of the
prepetition Claims and Interests under the Plan. For certain classes of
Claims, estimated percentage recoveries are also set forth. Estimated
recoveries have been estimated based upon a review by the Debtors' management
of the books and records of the Debtors. For certain classes of Claims, the
actual amounts of Allowed Claims could materially exceed or could be
materially less than the estimated amounts shown in the table that follows.
The Proponents do not anticipate having reviewed and analyzed all proofs of
claim filed in these cases by the Confirmation Date. Estimated Claim amounts
for each Class set forth below are based upon the Debtors' review of their
books and records, and includes estimates of a number of Claims that are
contingent, disputed and/or liquidated. Accordingly, for these reasons, no
representations can be or are made with respect to whether the estimated
percentage recoveries shown in the table below will actually be realized by
the Holders of Allowed Claims in any particular Class.

Class Description                              Treatment under the Plan
Class 1 - Non-Tax Priority Claims              Class 1 consists of all Claims, other than
                                               Administrative Claims or Priority Tax Claims, that
                                               are entitled to priority in payment pursuant to
                                               section 507(a) of the Bankruptcy Code.

                                               On, or as soon as reasonably practicable after (i)
                                               the Distribution Date if such Non-Tax Priority Claim
                                               is an Allowed Non-Tax Priority Claim as of the
                                               Effective Date or (ii) the first Quarterly
                                               Distribution Date after the date such Non-Tax
                                               Priority Claim becomes an Allowed Non-Tax Priority
                                               Claim, each Holder of an Allowed Non-Tax Priority
                                               Claim shall receive in full satisfaction, settlement
                                               and release of and in exchange for such Allowed
                                               Non-Tax Priority Claim (A) Cash equal to the amount
                                               of such Allowed Non-Tax Priority Claim or (B) such
                                               other treatment as to which the Proponents or
                                               Reorganized Polaroid and the Holder of such Allowed
                                               Non-Tax Priority Claim have agreed upon in writing.
                                               Class 1 Claims are Unimpaired and therefore not
                                               entitled to vote on the Plan. Estimated percentage
                                               recovery: 100%.

Class 2 - Other Secured Claims                 Class 2 consists of Claims (other than Administrative
                                               Claims, Priority Tax Claims, or Non-Tax Priority
                                               Claims) that are secured by a lien on property in
                                               which a Debtor's Estate has an interest or that is
                                               subject to setoff under section 553 of the Bankruptcy
                                               Code, to the extent of the value of the Claim
                                               Holder's interest in the applicable Estate's interest
                                               in such property or to the extent of the amount
                                               subject to setoff, as applicable, as determined
                                               pursuant to section 506(a) of the Bankruptcy Code or,
                                               in the case of the setoff, pursuant to section 553 of
                                               the Bankruptcy Code.

Estimated Allowed Amount:                      On, or as soon as reasonably practicable after (i)
Approx.  $0                                    the Distribution Date if such Other Secured Claim is
                                               an Allowed Other Secured Claim as of the Effective
                                               Date, or (ii) the first Quarterly Distribution Date
                                               after the date such Other Secured Claim becomes an
                                               Allowed Other Secured Claim, each Holder of an
                                               Allowed Other Secured Claim shall receive in full
                                               satisfaction, settlement and release of and in
                                               exchange for such Allowed Other Secured Claim (A)
                                               Cash equal to the amount of such Allowed Other
                                               Secured Claim or (B) such other treatment as to which
                                               the Proponents or Reorganized Polaroid and the Holder
                                               of such Allowed Other Secured Claim have agreed upon
                                               in writing. Class 2 Claims are Unimpaired and
                                               therefore are not entitled to vote on the Plan.
                                               Estimated Percentage Recovery: 100%.

Class 3 - General Unsecured Claims             Class 3 consists of Claims that are not
                                               Administrative Claims, Priority Tax Claims, Non-Tax
                                               Priority Claims, Secured Claims, Other Secured
                                               Claims, Convenience Claims or Intercompany Claims.

Estimated Allowed Amount:                      On, or as soon as reasonably practicable after (i)
Approx. $1 billion - $1.3 billion              the Distribution Date if such General Unsecured Claim is
                                               an Allowed General Unsecured Claim as of the Effective
                                               Date or (ii) the first Quarterly Distribution Date after
                                               the date a Class 3 Claim becomes an Allowed Class 3 Claim,
                                               each Holder of an Allowed Class 3 Claim shall receive its
                                               Pro Rata share of the Initial Class 3 Distribution Amount.
                                               On each ensuing Quarterly Distribution Date, each Holder
                                               of an Allowed Class 3 Claim shall receive its Pro Rata
                                               share of the Quarterly Class 3 Distribution Amount.

                                               A Holder of an Allowed Class 3 General Unsecured
                                               Claim may also elect to make a Lump Sum Election as
                                               described in Section IV.D.3. herein and will be
                                               deemed to have made the Lump Sum Election unless such
                                               Holder appropriately marks its Ballot to the
                                               contrary.

                                               Class 3 Claims are Impaired and therefore are
                                               entitled to vote on the Plan. Estimated Percentage
                                               Recovery: 1.5% -3.5%.

Class 4 - Convenience Claims                   Class 4 consists of any Claim that would otherwise be
                                               classified as a Class 3 General Unsecured Claim, but
                                               is Allowed in an amount equal to or less than
                                               $25,000.00. On, or as soon as reasonably practicable
                                               after (a) the Distribution Date if such Convenience
                                               Claim is an Allowed Convenience Claim as of the
                                               Effective Date or (b) the first Quarterly
                                               Distribution Date after the date such Convenience
                                               Claim becomes an Allowed Convenience Claim, the
                                               Holder of an Allowed Convenience Claim shall receive
                                               its Pro Rata share of Cash in exchange for any Stock
                                               that would other wise have been distributed on
                                               account of such Allowed Convenience Claim.

                                               Class 4 Claims are Impaired and, therefore, are
                                               entitled to vote on the Plan. Estimated Percentage
                                               Recovery 1.5%-3.5%.

Class 5 - Intercompany Claims                  Class 5 consists of (a) any account reflecting
                                               intercompany book entries by one Debtor with respect
                                               to any other Debtor or (b) any Claim that is not
                                               reflected in such book entries and is held by a
                                               Debtor against any other Debtor.

                                               In connection with, and as a result of, the
                                               substantive consolidation of the Debtors' Estates and
                                               Chapter 11 Cases, on the Confirmation Date or such
                                               other date as may be set by an order of the
                                               Bankruptcy Court, but subject to the occurrence of
                                               the Effective Date, all Intercompany Claims shall be
                                               eliminated and the Holders of Class 5 Claims shall
                                               not be entitled to, and shall not, receive or retain
                                               any property or interest in property on account of
                                               such Claims. Class 5 Claims are Impaired and will
                                               receive no distribution under the Plan and are
                                               therefore deemed to reject the Plan and are not
                                               entitled to vote on the Plan. Estimated Percentage
                                               Recovery: 0%.

Class 6 - Polaroid Interests and
and Subordinated Claims                        Class 6 consists of collectively, the Old Common Stock,
                                               the Old Stock Options and all Subsidiary Interests,
                                               together with any other options, warrants, conversion
                                               rights, rights of first refusal or other rights,
                                               contractual or otherwise, to acquire or receive any Old
                                               Common Stock, Subsidiary Interests or other ownership
                                               interests in Polaroid, and any contracts, subscriptions,
                                               commitments or agreements pursuant to which the non-debtor
                                               party was or could have been entitled to receive shares,
                                               securities or other ownership interests in Polaroid and
                                               Subordinated Claims.

                                               On the Effective Date, the Old Common Stock and the
                                               Polaroid Interests shall be canceled and the Holders
                                               of Polaroid Interests and Subordinated Claims shall
                                               not be entitled to, and shall not, receive or retain
                                               any property or interest in property on account of
                                               such Polaroid Interests and Subordinated Claims.
                                               Class 6 Interests are Impaired and will receive no
                                               distribution under the Plan and are therefore deemed
                                               to reject the Plan and are not entitled to vote on
                                               the Plan. Estimated Percentage Recovery: 0%.
ALTHOUGH THE PROPONENTS BELIEVE THAT THE ESTIMATED PERCENTAGE
RECOVERIES ARE REASONABLE AND WITHIN THE RANGE OF ASSUMED RECOVERY, THERE IS
NO ASSURANCE THAT THE ACTUAL AMOUNTS OF ALLOWED CLAIMS IN EACH CLASS WILL NOT
MATERIALLY EXCEED THE ESTIMATED AGGREGATE AMOUNTS SHOWN IN THE TABLE ABOVE.
The actual recoveries under the Plan by the Debtors' creditors will be
dependent upon a variety of factors including, but not limited to, whether,
and in what amount, contingent claims against the Debtors become
non-contingent and fixed and whether, and to what extent, Disputed Claims are
resolved in favor of the Debtors rather than the claimants. Accordingly, no
representation can be or is being made with respect to whether each Estimated
Percentage Recovery shown in the table above will be realized by the Holder of
an Allowed Claim or and Allowed Interest in any particular Class.
TABLE OF CONTENTS
PAGE
                                                                                                               ----
I.       INTRODUCTION.............................................................................................1
         A.       Definitions.....................................................................................1
         B.       Notice to Holders of Claims and Interests.......................................................1
         C.       Solicitation Package............................................................................2
         D.       General Voting Procedures, Ballots, and Voting Deadline.........................................2
         E.       Confirmation Hearing and Deadline for Objections to Confirmation................................3

II.      HISTORY OF THE DEBTORS AND COMMENCEMENT OF THE CHAPTER 11 CASES..........................................5
         A.       Description of the Company's Business Operations................................................5
         B.       Capital Structure of the Debtors................................................................5
         C.       Corporate Structure of the Company..............................................................6
                  1.   Board of Directors.........................................................................6
                  2.   Senior Officers............................................................................6

III.     THE CHAPTER 11 CASES.....................................................................................7
         A.       First Day Orders................................................................................7
         B.       Post-Petition Financing.........................................................................8
         C.       Appointment of Creditors' Committee and Retiree Committee.......................................8
         D.       Significant Events During the Chapter 11 Cases..................................................8
                  1.   Asset Sales................................................................................8
                  2.   Adequate Protection Payment................................................................8
                  3.   Retiree Settlement.........................................................................9
         E.       Sale of Substantially All of the Debtors' Assets................................................9
         F.       Summary of Claims Process and Bar Date.........................................................10
                  1.   Schedules of Statements and Financial Affairs.............................................10
                  2.   Claims Bar Date and Proofs of Claim.......................................................10
                  3.   Claims Objections and Claims Reconciliation...............................................10

IV.      SUMMARY OF THE PLAN.....................................................................................11
         A.       Overall Structure of the Plan..................................................................12
         B.       Substantive Consolidation......................................................................13
         C.       Rule 9019 Settlement and Compromise of Alleged Causes of Action with
                  Respect to Note Claims.........................................................................13
         D.       Classification and Treatment of Claims and Interests...........................................13
                  1.   Unclassified Classes of Claims............................................................14
                  2.   Unimpaired Classes of Claims..............................................................16
                  3.   Impaired Classes of Claims................................................................16
                  4.   Impaired Class of Interests...............................................................18
         E.       Distributions Under the Plan...................................................................19
                  1.   Distributions for Claims Allowed as of the Effective Date.................................19
                  2.   Interest on Claims........................................................................21
                  3.   Distributions by Reorganized Polaroid.....................................................21
                  4.   Allocation of Plan Distributions Between Principal and Interest...........................21
                  5.   Means of Cash Payment.....................................................................21
                  6.   Withholding and Reporting Requirements....................................................21
                  7.   Setoffs...................................................................................21
                  8.   Procedures for Resolving Disputed, Contingent and Unliquidated Claims.....................22
         F.       Means for Implementation of the Plan...........................................................23
                  1.   Merger of Subsidiary Debtors into Polaroid................................................23
                  2.   Continued Corporate Existence; Dissolution of Reorganized Polaroid........................24
                  3.   Certificate of Incorporation and By-laws..................................................24
                  4.   Ownership of New Common Stock; Directors and Officers; Effectuating Documents;
                       Further Transactions......................................................................24
                  5.   Cancellation of Securities, Instruments and Agreements
                       Evidencing Claims and Interests...........................................................25
                  6.   No Revesting of Assets....................................................................25
                  7.   Preservation of Rights of Action; Settlement of Litigation Claims.........................25
                  8.   Creditors' Committee and Plan Committee...................................................26
                  9.   Sources of Cash for Plan Distributions....................................................27
                  10.  Sources of Stock for Plan Distributions...................................................27
                  11.  Applicability of Bankruptcy Code Sections 1145 and 1125(e)................................27
                  12.  Release of Liens..........................................................................28
                  13.  Exemption from Certain Transfer Taxes.....................................................28
                  14.  Estate Costs..............................................................................28
                  15.  Payment of Estate Costs...................................................................28
         G.       The Plan Administrator.........................................................................30
                  1.   Appointment...............................................................................30
                  2.   Rights, Powers and Duties of Reorganized Polaroid and the Plan Administrator..............30
                  3.   Compensation of the Plan Administrator....................................................31
                  4.   Indemnification...........................................................................31
                  5.   Insurance.................................................................................32
                  6.   Authority to Object to Claims and Interests and to Settle Disputed Claims.................32
         H.       Other Matters..................................................................................33
                  1.   Treatment of Executory Contracts and Unexpired Leases.....................................33
                  2.   Bar Dates for Certain Claims..............................................................35
                  3.   Tax Reporting and Compliance..............................................................36
                  4.   Payment of Statutory Fees.................................................................36
         I.       Retention of Jurisdiction......................................................................37
         J.       Confirmation and Consummation of the Plan......................................................39
                  1. Confirmation Date...........................................................................39
                  2. Waiver of Conditions........................................................................39
                  3. Consequences of Non-Occurrence of Effective Date............................................39
         K.       EFFECT OF PLAN CONFIRMATION....................................................................40
                  1.   Binding Effect............................................................................40
                  2.   Releases..................................................................................40
                  3.   Discharge of Claims and Termination of Interests..........................................42
                  4.   Exculpation and Limitation of Liability...................................................42
                  5.   Injunction................................................................................42
                  6.   Term of Bankruptcy Injunction or Stays....................................................43

V. RISK FACTORS TO BE CONSIDERED.................................................................................43

VI.      CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.....................................................43
         A.       Tax Consequences to Holders of Claims..........................................................44
         B.       Information Reporting and Backup Withholding...................................................45
         C.       Importance of Obtaining Professional Tax Assistance............................................45

VII.     CONFIRMATION OF THE PLAN................................................................................45
         A.       Acceptance of the Plan.........................................................................46
         B.       Feasibility....................................................................................46
         C.       Best Interests Test............................................................................46
         D.       Application of the "Best Interests" Test to the Liquidation Analysis and the Valuation.........47
         E.       Alternatives to Confirmation and Consummation of the Plan......................................48

VIII.    VOTING REQUIREMENTS.....................................................................................48
         A.       Parties in Interest Entitled to Vote...........................................................48
         B.       Impaired Classes of Claims or Interests Under the Plan.........................................49

IX.      SECURITIES LAW ISSUES...................................................................................49
         A.       Section 1145 of the Bankruptcy Code............................................................49
         B.       Registration...................................................................................49

X.       RECOMMENDATION AND CONCLUSION...........................................................................52
APPENDIX

APPENDIX A     AMENDED JOINT PLAN OF REORGANIZATION OF PRIMARY PDC, INC.
               (F/K/A POLAROID CORPORATION) AND ITS DEBTOR SUBSIDIARIES AND
               THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
I. INTRODUCTION

          The Proponents submit this Disclosure Statement for use in the
solicitation of votes on the Plan, a copy of which is attached as Appendix A
hereto.

          This Disclosure Statement sets forth certain information regarding
the Debtors' pre-petition history and significant events that have occurred
during the Debtors' Chapter 11 cases. This Disclosure Statement also describes
the Plan, alternatives to the Plan, effects of confirmation of the Plan, and
the manner in which distributions will be made under the Plan. In addition,
this Disclosure Statement discusses the confirmation process and the voting
procedures that Holders of Claims and Interests must follow for their votes to
be counted.

          FOR A DESCRIPTION OF THE PLAN AS IT RELATES TO HOLDERS OF CLAIMS
AGAINST AND INTERESTS IN THE DEBTORS, PLEASE SEE ARTICLE IV - "SUMMARY OF THE
PLAN."

          THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS
OF THE PLAN, STATUTORY PROVISIONS, DOCUMENTS RELATED TO THE PLAN, EVENTS IN
THE DEBTORS' CHAPTER 11 CASES, AND FINANCIAL INFORMATION. ALTHOUGH THE
PROPONENTS BELIEVE THAT THE PLAN AND RELATED DOCUMENT SUMMARIES ARE FAIR AND
ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET
FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL
INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE
DEBTORS' MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE PROPONENTS
ARE UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN,
INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY INACCURACY OR OMISSION.

          NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY FACT
OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY NONBANKRUPTCY PROCEEDING
INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON
THE TAX OR OTHER LEGAL EFFECTS OF THE DEBTORS' LIQUIDATION OR PLAN AS TO
HOLDERS OF CLAIMS OR INTERESTS. YOU SHOULD CONSULT YOUR PERSONAL COUNSEL OR
TAX ADVISOR ON ANY QUESTIONS OR CONCERNS REGARDING TAX OR OTHER LEGAL
CONSEQUENCES OF THE PLAN.

A.     Definitions

          Unless otherwise defined, capitalized terms used in this Disclosure
Statement have the meanings ascribed to them in the Plan.

B.     Notice to Holders of Claims and Interests

          This Disclosure Statement is being transmitted to certain Holders of
Claims for the purpose of soliciting votes on the Plan. The primary purpose of
this Disclosure Statement is to provide adequate information to enable the
Holder of a Claim against the Debtors to make a reasonably informed decision
with respect to the Plan prior to exercising its right to vote to accept or to
reject the Plan.

          On February __, 2003, the Court approved this Disclosure Statement
as containing information of a kind and in sufficient detail adequate to
enable the Holders of Claims against the Debtors entitled to vote on the Plan
to make an informed judgment about the Plan. THE COURT'S APPROVAL OF THIS
DISCLOSURE STATEMENT CONSTITUTES NEITHER A GUARANTY OF THE ACCURACY OR
COMPLETENESS OF THE INFORMATION CONTAINED HEREIN, NOR AN ENDORSEMENT OF THE
PLAN BY THE COURT.

          WHEN AND IF CONFIRMED BY THE COURT, THE PLAN WILL BIND ALL HOLDERS
OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS, WHETHER OR NOT THEY ARE
ENTITLED TO VOTE OR DID VOTE ON THE PLAN AND WHETHER OR NOT THEY RECEIVE OR
RETAIN ANY DISTRIBUTIONS OR PROPERTY UNDER THE PLAN. THUS, YOU ARE ENCOURAGED
TO READ THE PLAN AND THIS DISCLOSURE STATEMENT CAREFULLY. IN PARTICULAR,
HOLDERS OF IMPAIRED CLAIMS WHO ARE ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED
TO READ THIS DISCLOSURE STATEMENT, THE PLAN, AND THE EXHIBITS TO THE PLAN
CAREFULLY AND IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR TO REJECT THE PLAN.
This Disclosure Statement contains important information about the Plan,
considerations pertinent to acceptance or rejection of the Plan, and
developments concerning the Chapter 11 Cases.

          THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT AUTHORIZED BY THE
COURT TO BE USED IN CONNECTION WITH THE SOLICITATION OF VOTES ON THE PLAN. No
solicitation of votes may be made until distribution of this Disclosure
Statement, and no person has been authorized to distribute any information
concerning the Debtors other than the information contained herein.

C.      Solicitation Package

          Accompanying this Disclosure Statement are copies of (i) the Plan
(Appendix A hereto); (ii) the notice of, among other things, the time for
submitting Ballots to accept or reject the Plan, the date, time and place of
the hearing to consider confirmation of the Plan and related matters, and the
time for filing objections to confirmation of the Plan (the "Confirmation
Hearing Notice"); and (iii) if you are entitled to vote, one or more Ballots
(and return envelopes) to be used by you in voting to accept or to reject the
Plan. If you did not receive a Ballot in your package and believe that you
should have, please contact the Voting Agent named below at the address or
telephone number set forth in the next subsection.

D.     General Voting Procedures, Ballots, and Voting Deadline

          After carefully reviewing the Plan, this Disclosure Statement, and
(if you are entitled to vote) the detailed instructions accompanying your
Ballot, please indicate your acceptance or rejection of the Plan by checking
the appropriate box on the enclosed Ballot. Please complete and sign your
original Ballot (copies will not be accepted) and return it in the envelope
provided so that it is RECEIVED by the Voting Deadline (as defined below).

          Each Ballot has been coded to reflect the Class of Claims it
represents. Accordingly, in voting to accept or reject the Plan, you must use
only the coded Ballot or Ballots sent to you with this Disclosure Statement.
If you believe you received the wrong Ballot, please contact the voting agent
named below at the address or telephone number set forth in the next
subsection.

          IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY
COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS
ACCOMPANYING THE BALLOT AND RECEIVED NO LATER THAN _________ __, 2003 AT 4:00
P.M. PREVAILING EASTERN TIME (THE "VOTING DEADLINE") BY DONLIN RECANO & CO.,
INC., 419 PARK AVENUE, NEW YORK, NY 10016 (THE "VOTING AGENT"). BALLOTS
RECEIVED AFTER SUCH TIME WILL NOT BE COUNTED.

          If you have any questions about the procedure for voting your Claim
or with respect to the packet of materials that you have received, please
contact the Voting Agent at the following address and phone number:

                           Donlin Recano & Co., Inc.
                           419 Park Avenue
                           New York, New York 10016
                           (212) 481-1411

          If you wish to obtain, at your own expense unless otherwise
specifically required by Bankruptcy Rule 3017(d), an additional copy of the
Plan, this Disclosure Statement, or any exhibits to such documents, please
contact the Voting Agent.

E.     Confirmation Hearing and Deadline for Objections to Confirmation

          Pursuant to Bankruptcy Code section 1128 and Bankruptcy Rule 3017(c)
the Court has scheduled a hearing on confirmation of the Plan (the
"Confirmation Hearing") to commence on ______ __, 2003 at __:00 a.m.,
prevailing Eastern Time, before the Honorable Peter J. Walsh, Chief United
States Bankruptcy Court Judge in the United States Bankruptcy Court for the
District of Delaware, Sixth Floor, 824 Market Street, Wilmington, Delaware
19801. The Court has directed that objections, if any, to confirmation of the
Plan must be filed with the clerk of the Bankruptcy Court and served so that
they are RECEIVED on or before ________ __, 2003, at __:00 p.m. prevailing
Eastern Time by:

                           Counsel to the Debtors:

                           SKADDEN, ARPS, SLATE, MEAGHER
                             & FLOM LLP
                           One Rodney Square
                           P.O. Box 636
                           Wilmington, Delaware 19899-0636
                           Attn:    Gregg M. Galardi, Esq.
                                    Eric M. Davis, Esq.

                                    -and-

                           SKADDEN, ARPS, SLATE, MEAGHER
                             & FLOM (Illinois)
                           333 West Wacker Drive
                           Suite 2100
                           Chicago, Illinois 60657
                           Attn:    Eric W. Kaup, Esq.

                           Counsel to the Agent for the Secured Lenders:

                           DAVIS POLK & WARDWELL
                           450 Lexington Avenue
                           New York, New York 10017
                           Attn: Marshall Huebner, Esq.

                                    -and-

                           MORRIS NICHOLS ARSHT & TUNNELL
                           1201 North Market Street
                           P.O. Box 1347
                           Wilmington, Delaware 19899-1347
                           Attn: William Sudell, Esq.

                           Counsel to the Creditors' Committee:

                          AKIN GUMP STRAUSS HAUER & FELD LLP
                           590 Madison Avenue
                           New York, New York 10022
                           Attn:    Fred S. Hodara, Esq.

                                    -and-

                           YOUNG CONAWAY STARGATT & TAYLOR LLP
                           The Brandywine Building
                           1000 West Street, 17th Floor
                           Wilmington, Delaware 19899
                           Attn:    Brendan Shannon, Esq.

                           United States Trustee:

                           OFFICE OF THE UNITED STATES TRUSTEE
                           844 North King Street
                           Wilmington, Delaware 19801
                           Attn:  Mark Kenney, Esq.

                           Counsel to Polaroid Corporation
                           f/k/a OEP Imaging Corporation:

                           DECHERT
                           30 Rockefeller Plaza
                           New York, NY 10112
                           Attn: Joel H. Levitin, Esq.

          The Confirmation Hearing may be adjourned from time to time by the
Court without further notice except for the announcement of the adjournment at
the Confirmation Hearing or at any subsequent adjourned Confirmation Hearing.

              II. HISTORY OF THE DEBTORS AND COMMENCEMENT OF THE
                               CHAPTER 11 CASES

A.     Description of the Company's Business Operations

          As of the Petition Date, the Debtors and their non-debtor
subsidiaries and affiliates were the leading instant imaging company in the
world and the only manufacturer of traditional silver-halide, or
chemical-based, instant cameras and film in the United States. Polaroid's
principal products were instant film, instant and digital cameras, digital
peripherals and secure identification systems with software and system
solutions. In addition, the Debtors designed, developed, manufactured and/or
marketed hardware accessories for the instant imaging market, conventional
35mm cameras and film.

B.     Capital Structure of the Debtors

          As of the Petition Date, there were approximately 47,036,000 issued
and outstanding shares of common stock of Polaroid.

          As of the Petition Date, Polaroid was a party to an Amended and
Restated Credit Agreement dated as of December 11, 1998 (as amended, the
"Pre-Petition Credit Agreement") with the lenders signatory thereto and Morgan
Guaranty Trust Company of New York (the "Pre-Petition Agent"), as
administrative and collateral agent, and BankBoston, N.A. as Co-Agent. The
obligations under the Pre-Petition Credit Agreement were guaranteed by certain
subsidiaries of Polaroid Corporation, all of which are debtors in these
Chapter 11 Cases.

          As of the Petition Date, the Debtors owed approximately $333,000,000
in respect of revolving loans made and letters of credit issued under the
Pre-Petition Credit Agreement plus interest thereon and fees and expenses
incurred in connection therewith. Under the Pre-Petition Credit Agreement,
Polaroid granted a security interest to the Secured Lenders in substantially
all of Polaroid's domestic personal property, accounts receivable and real
estate. As described below, the claims of the Secured Lenders under the
Pre-Petition Credit Agreement have been deemed satisfied and paid in full.

          Under that certain Indenture dated January 9, 1997, Polaroid issued
$150 million in principal amount of 6 3/4 % Notes due January 15, 2002 (the
"2002 Notes") and $150 million in principal amount of 7 1/4 % Notes due
January 15, 2007 (the "2007 Notes"). Under that certain First Supplemental
Indenture dated as of February 17, 1999, Polaroid issued $275 million of 11
1/2 % Notes due February 15, 2006 (the "2006 Notes" and, together, with the
2002 Notes and the 2007 Notes, the "Notes"). Within ninety (90) days of the
Petition Date, Polaroid granted to the Holders of the Notes a security
interest in certain real property owned by Polaroid.

C.     Corporate Structure of the Company

          1.   Board of Directors

          The current Board of Directors of Polaroid is composed of:

      John W. Loose                   Chairman, Polaroid Corporation

      Stephen Bernazzani              Senior Engineer, Polaroid Corporation

      Stephen P. Kaufman              Chairman, Arrow Electronics

      Albin F. Moschner               President and Chief Executive Officer,
                                      OnePoint Services, LLC

      Alfred Poe                      Chief Executive Officer and President,
                                      Testamints, Inc. and Superior Nutrition
                                      Corporation

      Dr. Ralph Z. Sorenson           Managing General Partner, Sorenson
                                      Limited Partnership and Professor
                                      Emeritus, University of Colorado

      Carole F. St. Mark              President, Growth Management, LLC

      Bernee D.L. Strom               President and Chief Executive Officer,
                                      The Strom Group

      Alfred M. Zeien                 Retired Chairman and Chief Executive
                                      Officer, The Gillette Company

      Gary DiCamillo                  President and Chief Executive Officer of
                                      TAC Worldwide Companies

          2.   Senior Officers

          The current officers of Polaroid are:

      Kevin Pond                      President and Secretary

      Benjamin Byrd                   Executive Vice President and Treasurer

                          III. THE CHAPTER 11 CASES

          On October 12, 2001 (the "Petition Date"), each of the Debtors filed
a voluntary petition for relief under chapter 11 of the Bankruptcy Code. At
that point, all actions and proceedings against the Debtors and all acts to
obtain property from the Debtors were stayed under Bankruptcy Code section
362. The Debtors have continued to operate their businesses and manage their
properties as debtors-in-possession pursuant to Bankruptcy Code sections
1107(a) and 1108. The Court has jointly administered the Debtors' bankruptcy
cases for procedural purposes only.

A.     First Day Orders

          On the first day of the Chapter 11 Cases, the Debtors filed several
motions seeking certain relief by virtue of so-called "first day orders." The
first day orders facilitated the transition between the Debtors' prepetition
and postpetition business operations by approving certain regular business
practices that may not be specifically authorized under the Bankruptcy Code or
as to which the Bankruptcy Code requires prior court approval.

          The first day orders in the Chapter 11 Cases authorized, among other
things:

          o    the employment and compensation of professionals utilized by
               the Debtors in the ordinary course of business;

          o    the retention of bankruptcy-related professionals and
               establishment of payment procedures for such professionals;

          o    the continued maintenance of the Debtors' bank accounts,
               continued use of existing business forms and continued use of
               the Debtors' existing cash management system;

          o    payments to employees of accrued prepetition wages, salaries
               and benefits;

          o    continued utility service during the pendency of the Chapter 11
               Cases;

          o    payment of prepetition sales, use and other taxes;

          o    payment of certain prepetition shipping charges;

          o    postpetition financing and use of cash collateral;

          o    payment of prepetition claims of critical trade vendors;

          o    confirmation that the Debtors' undisputed obligations arising
               from postpetition delivery of goods will have administrative
               expense priority status, administrative expense treatment for
               certain Holders of valid reclamation claims, and authority to
               pay certain expenses in the ordinary course of business; and

          o    joint administration of each of the Debtors' bankruptcy cases.

B.      Post-Petition Financing

          On October 12, 2001, the Debtors entered into the DIP Credit
Agreement, which provided the Debtors with up to $50 million in postpetition
financing. The Debtors, however, never borrowed under the DIP Credit
Agreement. On or about July 30, 2002, the Debtors terminated the DIP Credit
Agreement.

C.      Appointment of Creditors' Committee and Retiree Committee

          On October 23, 2001, the Office of the United States Trustee
appointed an Official Committee of Unsecured Creditors (the "Creditors'
Committee") in these cases. On January 15, 2002, the United States Trustee
appointed an official retirees committee (the "Retiree Committee"). No trustee
or examiner has been appointed in any of these cases.

D.      Significant Events During the Chapter 11 Cases

          1. Asset Sales

          On October 15, 2001, the Court approved certain bidding procedures
in connection with the Debtors' sale of its large-format government
identification business. After an auction commencing on November 30, 2001,
Digimarc Corporation submitted the highest and best bid for substantially all
of the assets of Polaroid's subsidiary, Polaroid I.D. Systems, Inc. At a
hearing on December 3, 2002, the Court approved the sale of substantially all
of the assets of Polaroid I.D. Systems, Inc. to Digimarc Corporation for
approximately $56.5 million. Pursuant to the Bankruptcy Court's order
approving post-petition financing and use of cash collateral, the proceeds of
the sale (net of certain expenses) were paid over to the Secured Lenders.

          In March, 2002, the Debtors completed a sale of a software business
run by Polaroid Digital Solutions, Inc., a subsidiary of Polaroid, to Appareo
Software, Inc. for approximately $4.75 million. These proceeds (net of certain
expenses) were likewise paid to the Secured Lenders on account of their
security interest in the assets sold.

          The Debtors also completed other, non-ordinary course sales,
including the disposition of Polaroid's interest in a limited liability
company, the sale of certain transducer inventory and the sale of certain
intellectual property associated with the Debtors' biotemetrics business. The
proceeds of these sales (net of certain expenses) were also paid to the
Secured Lenders on account of their security interest in the assets sold.

          2. Adequate Protection Payment

          On May 6, 2002, the Court approved that certain Stipulation and
Settlement, Inter Alia, Providing Supplemental Adequate Protection To
Pre-Petition Lenders (the "Adequate Protection Stipulation"). Pursuant to the
Adequate Protection Stipulation, the Debtors made a one-time adequate
protection payment of $20 million to the Secured Lenders. In addition,
commencing on May 30, 2002, under the Adequate Protection Stipulation, the
Debtors were required to make additional adequate protection payments of $1.5
million to the Secured Lenders on the 30th day of each month following.
Pursuant to the terms of the Sale Order (defined below), however, the Adequate
Protection Stipulation was modified to relieve the Debtors of their obligation
to make monthly adequate protection payments from June 30, 2002 forward.

          3. Retiree Settlement

          On March 15, 2002, the Retiree Committee filed a motion seeking (i)
reinstatement of the Polaroid Retiree Health Plan and (ii) authorization for
the Retiree Committee to serve as the authorized representative pursuant to
section 1114(d) of the Bankruptcy Code or, in the alternative, (x) an increase
in the previously agreed cap on fees and expenses of the Retiree Committee and
(y) expansion of the scope of the Retiree Committee's authorized investigation
(the "Retiree Motion"). On August 29, 2002, the Court approved a settlement
(the "Retiree Settlement") of the Retiree Motion, which settlement provided
for the payment of $650,000 to the professionals retained by the Retiree
Committee and the payment of $100,000 on account of the self-insured retention
and/or deductible under certain fiduciary insurance of the Debtors. Under the
Retiree Settlement, the Retiree Committee and its constituents released the
Debtors and other parties-in-interest from certain claims, including claims
arising out of the modification or termination of any of the Debtors' retiree
benefits. Under the Retiree Settlement, the Retiree Committee may bring
certain other claims, provided, that, the Retiree Committee shall enforce any
judgment only against the Debtors' fiduciary insurance policies.

E.      Sale of Substantially All of the Debtors' Assets

          On April 18, 2002, the Debtors entered into an asset purchase
agreement (the "Agreement") with OEP Imaging Corporation ("OEP"). Pursuant to
the Agreement, OEP agreed to purchase substantially all of the Debtors' assets
for $264.0 million in cash. OEP also agreed to assume certain liabilities of
the Debtors and assume certain executory contracts and unexpired leases.

          In order to implement the Agreement, on April 18, 2002, the Debtors
filed a Motion for Order (I) Approving (A) Asset Purchase Agreement for Sale
Of Substantially all of the Assets of the Debtors, (B) Bidding Procedures in
Connection with the Sale and (C) Termination Fee in Connection Therewith, (II)
Authorizing Sale of Assets Free and Clear of Liens, Encumbrances, and
Interests, (III) Determining that Such Sale is Exempt from Any Stamp,
Transfer, Recording, or Similar Tax, (IV) Authorizing the Rejection or
Assumption and Assignment of Certain Executory Contracts and Unexpired Leases,
and (V) Granting Related Relief (the "Sale Motion"). Through the Sale Motion,
the Debtors sought to sell substantially all of their assets to OEP or another
bidder submitting a higher or better bid acceptable to the Debtors. On May 6,
2002, the Court approved the Sale Motion and in so doing, approved certain
bidding procedures (the "Bidding Procedures"). The Agreement was subject to
higher and better offers and pursuant to the Bidding Procedures, any such
higher and better offers were to be submitted to the Debtors in the form of
bids, which bids were due on June 25, 2002. The Debtors received another bid
and accordingly conducted an auction which commenced on June 26, 2002.

          At the auction, a bid submitted by OEP was accepted as the highest
and best offer for substantially all of the Debtors' assets. At a hearing held
on June 28, 2002, the Court approved the sale of substantially all of the
Debtors' assets to OEP and on July 3, 2002, the Court signed an order (the
"Sale Order") approving that certain Second Amended and Restated Asset
Purchase Agreement by and among OEP and Polaroid and the Polaroid Subsidiaries
Identified therein, dated as of July 3, 2002 (the "Amended and Restated
Agreement"). Pursuant to the Sale Order, the Debtors were authorized to pay
$50 million to the Secured Lenders on account of their secured claims prior to
the closing of the proposed transactions.

          On July 31, 2002, the Debtors closed the transactions contemplated
under the Amended and Restated Agreement. Under the Asset Purchase Agreement,
on the closing date, the Debtors received approximately $197 million and the
Stock (valued at approximately $32.3 million, in the aggregate, at closing,
which amount is based on the equity value implied by the sale) and the
Purchaser assumed certain liabilities of the Debtors in exchange for the
transfer of substantially all of the Debtors' assets. Pursuant to the terms of
the Sale Order, on the date that the Amended and Restated Agreement was
closed, the Debtors paid $178 to the Secured Lenders in satisfaction of any
and all claims arising out of the Pre-Petition Credit Agreement. On account of
that payment and the other payments to the Secured Lenders throughout the
Chapter 11 Cases, all claims of the Secured Lenders under the Pre-Petition
Credit Agreement have been deemed paid in full and no further payment to the
Pre-Petition Lenders under the Pre-Petition Credit Agreement is required of
the Debtors.

F.      Summary of Claims Process and Bar Date

          1. Schedules of Statements and Financial Affairs

          The Debtors filed their Schedules of Assets and Liabilities and
Statements of Financial Affairs (collectively, the "Schedules and Statements")
with the Bankruptcy Court on December 17, 2001. Among other things, the
Schedules and Statements set forth the Claims of known creditors against the
Debtors as of the Petition Date, based upon the Debtors' books and records.
The Schedules and Statements were filed on a consolidated basis.

          2. Claims Bar Date and Proofs of Claim

          On March 22, 2002, the Court established the deadline for filing
proofs of claim, including proofs of claim by governmental units, against the
Debtors (the "Bar Date") as May 31, 2002.

          3. Claims Objections and Claims Reconciliation

          As per the terms of the Sale Order, prior to the consummation of the
Plan, (x) the Creditors' Committee shall be primarily responsible for the
reconciliation and allowance of General Unsecured Claims, provided that the
Creditors' Committee shall consult in good faith with the Debtors and the
Purchaser with respect to such reconciliation and allowance, and (y) the
Debtors shall be primarily responsible for the reconciliation, allowance and
payment of Administrative Claims, priority Claims and Other Secured Claims,
provided however, that the Debtors shall consult in good faith with the
Creditors' Committee, the Purchaser and the Pre-Petition Agent with respect to
the reconciliation and allowance of Administrative Claims and priority Claims.

          The Proponents have begun reviewing, analyzing, objecting to and
resolving Claims on an ongoing basis as part of the Claims reconciliation
process, and anticipate that additional omnibus and individual Claims
objections will be filed in the near future, including in advance of the
deadline for Holders of Claims to return Ballots accepting or rejecting the
Plan, and that the effect of certain objections could be to prohibit certain
Claim Holders from voting absent the Bankruptcy Court's temporary allowance of
such Claims for voting purposes.

          As a result of the Claims reconciliation process, the Proponents
will reconcile the amount and classification of outstanding Claims and assert
and prosecute objections to Claims. In addition, the Proponents will, among
other things, identify Claims or categories of Claims for future resolution
and identify existing or potential claims disputes.

          Through these various activities, the Proponents will develop
estimates of Allowed Claims and Interests in each Class established under the
Plan. The Proponents will prepare these estimates based primarily on the
following: (a) the expected outcome of Claim reconciliations and Claim
objections, (b) projections based on anticipated future Claim reconciliations
and Claim objections, (c) comparison of asserted Claims against the Debtors'
books and records, (d) the Debtors' experience in reconciling Claims prior to
and following the commencement of the Chapter 11 Cases, (e) the historical
experience of the Proponents' professionals in other chapter 11 cases, (f) an
analysis of the litigation risks associated with Disputed Claims, and (g)
other legal and factual analyses unique to particular types of Claims.

          After consummation of the Plan, the Plan Administrator shall be
primarily responsible for the Claims reconciliation process with respect to
the allowance and payment of all Claims, provided that, the Plan Administrator
shall consult, in good faith, with the Purchaser and Pre-Petition Agent
(except that the Plan Administrator need not consult with the Pre-Petition
Agent with respect to General Unsecured Claims, Convenience Claims or Other
Secured Claims) with respect to such reconciliation, allowance and payment.

          Notwithstanding the ongoing Claims reconciliation process, the
actual ultimate aggregate amount of Allowed Claims may differ significantly
from the estimates set forth in Article II, "Overview of the Plan".
Accordingly, the amount of the Pro Rata distribution that will ultimately be
received by any particular Holder of an Allowed Claim may be adversely
affected by the outcome of the Claims resolution process.

                           IV. SUMMARY OF THE PLAN

          THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND MEANS FOR
IMPLEMENTATION OF THE PLAN, AND OF THE CLASSIFICATION AND TREATMENT OF CLAIMS
AND INTERESTS UNDER THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE PLAN, WHICH IS ATTACHED TO THIS DISCLOSURE STATEMENT AS APPENDIX A.

          THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE
SUMMARIES OF THE PROVISIONS CONTAINED IN THE PLAN AND IN DOCUMENTS REFERRED TO
THEREIN. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT
TO BE PRECISE OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE
PLAN OR DOCUMENTS REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE PLAN AND
TO SUCH DOCUMENTS FOR THE FULL AND COMPLETE STATEMENTS OF SUCH TERMS AND
PROVISIONS.

          THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN CONTROL THE
ACTUAL TREATMENT OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS UNDER THE PLAN
AND WILL, ON THE EFFECTIVE DATE, BE BINDING UPON ALL HOLDERS OF CLAIMS AGAINST
AND INTERESTS IN THE DEBTORS AND THEIR ESTATES, REORGANIZED POLAROID, THE PLAN
ADMINISTRATION AGREEMENT AND OTHER PARTIES IN INTEREST. IN THE EVENT OF ANY
CONFLICT BETWEEN THIS DISCLOSURE STATEMENT, ON THE ONE HAND, AND THE PLAN, THE
PLAN ADMINISTRATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, ON THE OTHER
HAND, THE TERMS OF THE PLAN, THE PLAN ADMINISTRATION AGREEMENT AND SUCH OTHER
OPERATIVE DOCUMENT ARE CONTROLLING.

A.     Overall Structure of the Plan

          The Plan contemplates and proposes the substantive consolidation of
the Debtors' Estates and Chapter 11 Cases for the purposes of all actions
associated with confirmation and consummation of the Plan. On the Confirmation
Date or such other date as may be set be an order of the Bankruptcy Court, but
subject to the Effective Date, (i) all Intercompany Claims by, between and
among the Debtors will be eliminated, (ii) all assets and liabilities of the
Subsidiary Debtors will be merged or treated as if they were merged with the
assets and liabilities of Polaroid, (iii) any obligation of a Debtor and all
guarantees of one or more of the other Debtors will be deemed to be one
obligation of Polaroid, (iv) the Subsidiary Interests will be cancelled, and
(v) each Claim filed or to be filed against any Debtor will be deemed filed
only against Polaroid and will be deemed a singly Claim against and a simple
obligation of Polaroid.

          Polaroid will continue to exist as Reorganized Polaroid after the
Effective Date in accordance with the laws of the State of Delaware and
pursuant to the certificate of incorporation and by-laws are amended under the
Plan, for the limited purpose of distributing all of the assets of the
Debtors' Estates. The Plan Administrator will exercise all of the rights,
powers and duties necessary to carry out the obligations under the Plan. As
soon as practicable after the Plan Administrator exhausts the assets of the
Debtors' Estates by making the final distribution of Cash and Stock under the
Plan and the Plan Administration Agreement, the Plan Administrator will
effectuate the dissolution of Reorganized Polaroid in accordance with
applicable law and will cause its Designated Representative to resign as the
sole director and officer of Reorganized Polaroid.

B.     Substantive Consolidation

          The Plan contemplates and is predicated upon entry of an order
substantively consolidating the Debtors' Estates and Chapter 11 Cases for the
purposes of all actions associated with confirmation and consummation of the
Plan. On the Confirmation Date or such other date as may be set by an order of
the Bankruptcy Court, but subject to the occurrence of the Effective Date, (i)
all Intercompany Claims by, between and among the Debtors shall be eliminated,
(ii) all assets and liabilities of the Subsidiary Debtors shall be merged or
treated as if they were merged with the assets and liabilities of Polaroid,
(iii) any obligation of a Debtor and all guarantees thereof by one or more of
the other Debtors shall be deemed to be one obligation of Polaroid, (iv) the
Subsidiary Interests shall be cancelled, and (v) each Claim filed or to be
filed against any Debtor shall be deemed filed only against Polaroid and shall
be deemed a single Claim against and a single obligation of Polaroid. On the
Confirmation Date, and in accordance with the terms of the Plan and the
consolidation of the assets and liabilities of the Debtors, all Claims based
upon guarantees of collection, payment or performance made by the Debtors as
to the obligations of another Debtor shall be released and of no further force
and effect.

C.      Rule 9019 Settlement and Compromise of Alleged Causes of Action
        with Respect to Note Claims.

          The Debtors and the Creditors' Committee have raised certain issues
regarding the validity of the security interests granted by the Debtors to the
Holders of the Notes within ninety (90) days of the Petition Date.
Specifically, the Debtors and the Creditors' Committee have asserted that such
security interests are avoidable under the Bankruptcy Code as preferential
transfers and/or fraudulent conveyances. The Indenture Trustee has agreed not
to dispute these assertions in order to reach the compromise and settlement
described in the Plan. Accordingly, the provisions of the Plan shall
constitute a good faith compromise and settlement of the potential avoidance
actions or other disputes that could have been brought by the Debtors, any
Holder of a General Unsecured Claim or any other party in interest, against
the Indenture Trustee or any Holder of a Note Claim in respect of any security
interest granted to the Holders of the Notes (the "Note Avoidance Actions")
whether or not such Note Avoidance Actions have been actually commenced as of
the Effective Date. In addition, the Plan shall be approved by the Bankruptcy
Court as a settlement of all Note Avoidance Actions and disputes between the
Holders of General Unsecured Claims, the Debtors and the Holders of Note
Claims with respect thereto. Entry of the Confirmation Order shall constitute
the Bankruptcy Court's approval of this settlement pursuant to Bankruptcy Rule
9019 and its finding that this is a good faith settlement pursuant to
applicable state and federal laws, given and made after due notice and
opportunity for hearing, and shall bar any other causes of action related to
the Note Avoidance Actions or any claims or causes of action against any party
including without limitation, the Holders of the Notes and the Indenture
Trustee, in respect of the granting of the security interests or the avoidance
thereof by any Holder of a General Unsecured Claim, the Debtors or any other
party in interest. Accordingly, pursuant to the Plan, the Note Claims shall be
deemed unsecured Claims and the Holders of Note Claims will be treated as
Holders of General Unsecured Claims.

D.     Classification and Treatment of Claims and Interests

          Bankruptcy Code section 1122 requires that a plan of reorganization
classify the claims of a debtor's creditors and the interests of its equity
Holders. The Bankruptcy Code also provides that, except for certain claims
classified for administrative convenience, a plan of reorganization may place
a claim of a creditor or an interest of an equity Holder in a particular class
only if such claim or interest is substantially similar to the other claims or
interests in such class.

          The Bankruptcy Code also requires that a plan of reorganization
provide the same treatment for each claim or interest of a particular class
unless the Holder of a particular claim or interest agrees to a less favorable
treatment of its claim or interest. The Proponents believe that they have
complied with such standard. If the Court finds otherwise, however, it could
deny confirmation of the Plan if the Holders of Claims and Interests affected
do not consent to the treatment afforded them under the Plan.

          The Proponents believe that they have classified all Claims and
Interests in compliance with the requirements of Bankruptcy Code section 1122.
If a Holder of a Claim challenges such classification of Claim and the Court
finds that a different classification is required for the Plan to be
confirmed, the Proponents, to the extent permitted by the Court, intend to
make such modifications to the classifications of Claims under the Plan to
provide for whatever classification might be required by the Court for
confirmation. UNLESS SUCH MODIFICATION OF CLASSIFICATION ADVERSELY AFFECTS THE
TREATMENT OF A HOLDER OF A CLAIM AND REQUIRES RESOLICITATION, ACCEPTANCE OF
THE PLAN BY ANY HOLDER OF A CLAIM OR INTEREST PURSUANT TO THIS SOLICITATION
WILL BE DEEMED TO BE A CONSENT TO THE PLAN'S TREATMENT OF SUCH HOLDER OF A
CLAIM REGARDLESS OF THE CLASS AS TO WHICH SUCH HOLDER IS ULTIMATELY DEEMED TO
BE A MEMBER.

          Procedures for the distribution of Cash and Stock pursuant to the
Plan, including matters that are expected to affect the timing of the receipt
of distributions by Holders of Claims in certain Classes and that could affect
the amount of distributions ultimately received by such Holders, are described
in Article IV.D - "SUMMARY OF THE PLAN - Distributions Under the Plan."

          In accordance with Bankruptcy Code section 1123(a)(1),
Administrative Claims (including Professional Fee Claims) and Priority Tax
Claims have not been classified.

          1. Unclassified Classes of Claims

             (i) Administrative Claims

              An Administrative Claim means a Claim for costs and expenses of
administration of the Chapter 11 Cases Allowed under section 503(b), 507(b) or
1114(e)(2) of the Bankruptcy Code, including: (a) any actual and necessary
costs and expenses incurred after the Petition Date of preserving the Debtors'
Estates and operating the businesses of the Debtors (such as wages, salaries,
commissions for services and payments for inventories, leased equipment and
premises) and Claims of governmental units for taxes (including tax audit
Claims related to tax years commencing after the Petition Date, but excluding
Claims relating to tax periods, or portions thereof, ending on or before the
Petition Date); (b) compensation for legal, financial, advisory, accounting
and other services and reimbursement of expenses Allowed by the Bankruptcy
Court under section 328, 330, 331 or 503(b) of the Bankruptcy Code to the
extent incurred prior to the Effective Date; (c) all fees and charges assessed
against the Debtors' Estates under section 1930, chapter 123 of title 28,
United States Code; (d) Reclamation Claims to the extent not already paid; and
(e) Claims under the DIP Credit Agreement.

              Subject to the requirements of Article XII of the Plan, on, or
as soon as reasonably practicable after (i) the Distribution Date if such
Administrative Claim is an Allowed Administrative Claim as of the Effective
Date or (ii) the first Quarterly Distribution Date after the date such
Administrative Claim becomes an Allowed Administrative Claim, each Holder of
an Allowed Administrative Claim shall receive in full satisfaction, settlement
and release of and in exchange for such Allowed Administrative Claim (A) Cash
equal to the unpaid portion of such Allowed Administrative Claim or (B) such
other treatment as to which the Proponents or Reorganized Polaroid and the
Holder of such Allowed Administrative Claim shall have agreed upon in writing;
provided, however, that Allowed Administrative Claims with respect to
liabilities incurred by the Debtors in the ordinary course of business during
the Chapter 11 Cases shall be paid in the ordinary course of business in
accordance with the terms and conditions of any agreements relating thereto;
provided further, however, that, unless otherwise approved by order of the
Court, no payment in excess of $50,000 shall be made on account of an Allowed
Administrative Claim without the prior written consent of the Purchaser and
Pre-Petition Agent, which consent shall not be unreasonably withheld.

             (ii) Priority Tax Claims

              Priority Tax Claims means a Claim of a governmental unit of the
kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

              Each Holder of an Allowed Priority Tax Claim, at the sole option
of the Proponents or Reorganized Polaroid, shall be entitled to receive on
account of such Allowed Priority Tax Claim, in full satisfaction, settlement,
release and discharge of and in exchange for such Allowed Priority Tax Claim,
(A) equal Cash payments made on the last Business Day of every three-month
period following the Effective Date, over a period not exceeding six (6) years
after the assessment of the tax on which such Claim is based, totaling the
principal amount of such Claim plus simple interest on any outstanding balance
from the Effective Date calculated at the interest rate available on ninety
(90) day United States Treasuries on the Effective Date or (B) such other
treatment as to which the Proponents or Reorganized Polaroid and the Holder of
such Allowed Priority Tax Claim shall have agreed upon in writing; provided,
however, that any Claim or demand for payment of a penalty (other than a
penalty of the type specified in section 507(a)(8)(G) of the Bankruptcy Code)
shall be disallowed pursuant to the Plan, and the Holder of an Allowed
Priority Tax Claim shall not assess or attempt to collect such penalty from
the Debtors or their Estates, Reorganized Polaroid, the Plan Administrator or
their property; provided further, however, that, unless otherwise approved by
order of the Court, no payment in excess of $50,000 shall be made on account
of an Allowed Priority Tax Claim without the prior written consent of the
Purchaser and Pre-Petition Agent, which consent shall not be unreasonably
withheld.

          2. Unimpaired Classes of Claims

             (i) Class 1: Non-Tax Priority Claims

              A Non-Tax Priority Claim means a Claim, other than an
Administrative Claim or Priority Tax Claim, that is entitled to priority in
payment pursuant to Bankruptcy Code section 507(a).

              The Plan provides that Non-Tax Priority Claims, if any, are
unimpaired. On, or as soon as reasonably practicable after (i) the
Distribution Date if such Non-Tax Priority Claim is an Allowed Non-Tax
Priority Claim as of the Effective Date or (ii) the first Quarterly
Distribution Date after the date such Non-Tax Priority Claim becomes an
Allowed Non-Tax Priority Claim, each Holder of an Allowed Non-Tax Priority
Claim will receive in full satisfaction, settlement, release and discharge of
and in exchange for such Allowed Non-Tax Priority Claim, (A) Cash equal to the
amount of such Allowed Non-Tax Priority Claim or (B) such other treatment as
to which the Proponents or Reorganized Polaroid and the Holder of such Allowed
Non-Tax Priority Claim have agreed upon in writing; provided, however, that
unless otherwise approved by an order of the Court, no payment in excess of
$50,000 shall be made on account of a Non-Tax Priority Claim or Administrative
Claim without the written consent of the Purchaser and Pre-Petition Agent,
which consent shall not be unreasonably withheld.

             (ii) Class 2 Other Secured Claims

              An Other Secured Claim means a Claim (other than an
Administrative Claim, Priority Tax Claim or Non-Tax Priority Claim) that is
secured by a lien on property in which a Debtor's Estate has an interest or
that is subject to setoff under section 553 of the Bankruptcy Code, to the
extent of the value of the Claim in the applicable Estate's interest in such
property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code or, in the case
of the setoff, pursuant to section 553 of the Bankruptcy Code.

              Other Secured Claims will receive one of the following two
treatments: (i) on the Effective Date, the legal, equitable and contractual
rights of Holders of Allowed Other Secured Claims will be Reinstated, subject
to the provisions of Article VI of the Plan or (ii) on, or as soon as
reasonably practicable after (i) the Distribution Date if such Other Secured
Claim is an Allowed Other Secured Claim as of the Effective Date or (ii) the
first Quarterly Distribution Date after the date such Other Secured Claim
becomes an Allowed Other Secured Claim, each Holder of an Allowed Other
Secured Claim will receive in full satisfaction, settlement, release and
discharge of and in exchange for such Allowed Other Secured Claim, (A) Cash
equal to the amount of such Allowed Other Secured Claim or (B) such other
treatment as to which the Proponents or Reorganized Polaroid and the Holder of
such Allowed Other Secured Claim have agreed upon in writing.

          3. Impaired Classes of Claims

             (i) Class 3: General Unsecured Claims

              A General Unsecured Claim means a Claim that is not an
Administrative Claim, Priority Tax Claim, Non-Tax Priority Claim, Secured
Claim, Other Secured Claim, Convenience Claim or Intercompany Claim.

              Subject to the occurrence of the Effective Date, on, or as soon
as reasonably practicable after (i) the Distribution Date if such General
Unsecured Claim is an Allowed General Unsecured Claim as of the Effective Date
or (ii) the first Quarterly Distribution Date after the date a Class 3 Claim
becomes an Allowed Class 3 Claim, each Holder of an Allowed Class 3 Claim
shall receive its Pro Rata share of the Initial Class 3 Distribution Amount.
On each ensuing Quarterly Distribution Date, each Holder of an Allowed Class 3
Claim shall receive its Pro Rata share of the Quarterly Class 3 Distribution
Amount.

              Subject to the occurrence of the Effective Date and allowance of
its Claim, each Holder of an Allowed Class 3 Claim may elect, on such Holder's
ballot for voting on the Plan, to receive a cash payment of approximately $110
for each Unit of Stock that such Holder would otherwise have been entitled to
receive in respect of its Allowed Class 3 Claim if such Holder had elected to
receive Stock. The Lump Sum Election shall apply to such Holder's entire
Allowed Class 3 Claim. The Lump Sum Election would substitute a cash
distribution for a distribution of Stock. To the extent any Holder fails to
elect to receive Cash or Stock on such Holder's ballot, the Holder will be
deemed to have selected the Lump Sum Election. To the extent a Holder does not
return its Ballot, such Holder will be deemed to have selected the Lump Sum
Election.

              The Lump Sum Election price for the Stock is neither intended to
provide nor necessarily will provide Holders of Allowed Class 3 Claims with
the equivalent of the value of the Units of Stock such Holders otherwise would
have received. Indeed, the Lump Sum Election price is based on an equity value
for the Purchaser that is more than the value ascribed to the Purchaser's
equity by the financial advisors to the Creditors' Committee as of the closing
of the sale of the Debtors' assets to the Purchaser. The increase in value is
based, in part, on the Funding Source's agreement to fund the Lump Sum
Election at a price that takes into account the accreted value of the
Purchaser Preferred Stock. Accordingly, the Lump Sum Election is included in
the Plan to provide Holders of Allowed Class 3 Claims with an opportunity to
immediately liquidate their entitlement to their Pro Rata share of Stock into
cash for a fixed price and without a brokerage commission. Further, the
election would eliminate any risks associated with the ability to trade the
Stock in the future, particularly for small or odd lot share holdings.

              Payments to satisfy the Lump Sum Election shall be funded by One
Equity Partners, LLC, or its designee (in either case, and solely in this
capacity, the "Funding Source") in an amount to permit each holder of an
Allowed Class 3 Claim to receive the Lump Sum Election in lieu of a
distribution of such holder's Pro Rata share of Stock. The Stock allocable to
any Allowed Class 3 Claim subject to the Lump Sum Election shall be delivered
to the Funding Source in exchange for its funding the applicable payments to
those Holders of Allowed Class 3 Claims who have made the Lump Sum Election.
If the Holder of a Disputed Class 3 Claim makes, or is deemed to have made,
the Lump Sum Election, then the lump sum payment allocable to such Claim shall
be held in escrow by the Debtors and/or Reorganized Polaroid, as applicable,
pending resolution of such Claim and paid once and to the extent such Claim
becomes an Allowed Class 3 Claim, with any interest earned on such escrow to
be paid to Reorganized Polaroid to the extent the Disputed Claim becomes an
Allowed Class 3 Claim and to the Funding Source to the extent the Disputed
Claim is disallowed.

             (ii) Class 4: Convenience Claims

              A Convenience Claim means any Claim that would otherwise be
classified as a Class 3 General Unsecured Claim, but is Allowed in an amount
equal to or less than $25,000.00.

              Subject to the occurrence of the Effective Date, on, or as soon
as reasonably practicable after (a) the Distribution Date if such Convenience
Claim is an Allowed Convenience Claim as of the Effective Date or (b) the
first Quarterly Distribution Date after the date such Convenience Claim
becomes an Allowed Convenience Claim, the Holder of an Allowed Convenience
Claim shall receive its Pro Rata share of Cash in exchange for any Stock that
would have otherwise been distributed on account of such Allowed Convenience
Claim.

              The Stock that would have otherwise been distributed to Holders
of Convenience Claims will be transferred to the Funding Source in exchange
for the agreement of the Funding Source to provide the Cash to be distributed
on account of such Convenience Claims.

             (iii) Class 5: Intercompany Claims

              An Intercompany Claim means (a) any account reflecting
intercompany book entries by one Debtor with respect to any other Debtor or
(b) any Claim that is not reflected in such book entries and is held by a
Debtor against any other Debtor.

              Under the Plan, in connection with, and as a result of, the
substantive consolidation of Debtors' Estates and Chapter 11 Cases, on the
Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, all
Intercompany Claims will be eliminated and the Holders of Class 5 Intercompany
Claims will be not be entitled to, and will not, receive or retain any
property or interest on account of such Claims.

          4. Impaired Class of Interests

              (i) Class 6: Polaroid Interests and Subordinated Claims

              Polaroid Interests means, collectively, the Old Common Stock,
Old Stock Options and Subsidiary Interests, together with any other options,
warrants, conversion rights, rights of first refusal or other rights,
contractual or otherwise, to acquire or receive any Old Common Stock,
Subsidiary Interests or other ownership interests in Polaroid or the
Subsidiary Debtors, and any contracts, subscriptions, commitments or
agreements pursuant to which the non-debtor party was or could have been
entitled to receive shares, securities or other ownership interests in
Polaroid or the Subsidiary Debtors. Subordinated Claims means any Claim
subordinated pursuant to sections 502(b) or (c) of the Bankruptcy Code.

              Under the Plan, in connection with, and as a result of, the
substantive consolidation of Debtors' Estates and Chapter 11 Cases, on the
Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, all
Polaroid Interests and Subordinated Claims will be eliminated and the Holders
of Class 6 Polaroid Interests and Subordinated Claims will be not be entitled
to, and will not, receive or retain any property or interest on account of
such Interests or Claims.

E.     Distributions Under the Plan

          The Plan Administrator shall make all distributions required
under the Plan on account of Claims against the Debtors. The Plan
Administrator shall receive, pursuant to the Plan Administration Agreement and
without further Court approval, reasonable compensation for distribution
services rendered pursuant to the Plan and reimbursement of reasonable
out-of-pocket expenses incurred in connection with such services. The Plan
Administrator shall not be required to give any bond or surety or other
security for the performance of its duties unless otherwise ordered by
theBankruptcy Court. Notwithstanding the foregoing, all distributions with
respect to the Note Claims shall be made through the Indenture Trustee. As a
condition to receiving any distribution under the Plan, each Holder of a Note
Claim must surrender such Note to the Indenture Trustee. Any Holder of a Note
Claim that fails to (a) surrender such instruments or (b) execute and deliver
an affidavit of loss and/or indemnity reasonably satisfactory to the Indenture
Trustee before the first anniversary of the Effective Date shall be deemed to
have forfeited all rights and claims and may not participate in any
distribution under the Plan.

          Cash payments made pursuant to the Plan shall be in U.S. funds, by
the means agreed to by the payor and the payee, including by check or wire
transfer or, in the absence of an agreement, such commercially reasonable
manner as the payor shall determine in its sole discretion.

          1. Distributions for Claims Allowed as of the Effective Date

          Except as otherwise provided herein or as ordered by the Bankruptcy
Court, distributions to be made on account of Claims that are Allowed Claims
as of the Effective Date will be made on the Distribution Date or on the first
Quarterly Distribution Date after a Claim becomes an Allowed Claim. Any
distribution to be made on the Effective Date pursuant to the Plan will be
deemed as having been made on the Effective Date if such distribution is made
on the Effective Date or as soon thereafter as is practicable. Any payment or
distribution required to be made under the Plan on a day other than a Business
Day will be made on the next succeeding Business Day. Distributions on account
of Claims that first become Allowed Claims after the Effective Date shall be
made pursuant to the terms and conditions of the Plan Administration Agreement
and Articles III, VI and VIII of the Plan.

          (a) Fractional Dollars/Shares of Stock; De Minimus Distributions

              Notwithstanding any other provision of the Plan or the Plan
Administration Agreement, (a) neither the Plan Administrator nor Reorganized
Polaroid will be required to make distributions or payments of fractions of
dollars or in fractions of shares of Stock, and whenever any payment of a
fraction of a dollar or a fraction of a share of Stock under the Plan would
otherwise be called for, the actual payment made will reflect a rounding of
such fraction to the nearest whole dollar or whole share (up or down), with
half dollars or half shares of Stock being rounded down, and (b) the Plan
Administrator will have no obligation to make a distribution on account of an
Allowed Claim from any Reserve or account (i) to any Holder of an Allowed
Claim if the aggregate amount of all distributions authorized to be made from
all such Reserves or accounts on the Quarterly Distribution Date in question
is less than $250,000 or less than fifty Units of Stock or (ii) to a specific
Holder of an Allowed Claim if the amount to be distributed to that Holder on
the particular Distribution Date or Quarterly Distribution Date (1) does not
constitute a final distribution to such Holder and (2) is less than $50.00 or
less than 1 Unit of Stock.

          (b) Delivery of Distributions

              (i) Delivery of Distributions in General

              Distributions to Holders of Allowed Claims shall be made at the
addresses set forth in the Schedules or at the time of the distribution,
unless the Debtors or Reorganized Polaroid has been notified in writing of a
change of address.

              (ii) Undeliverable and Unclaimed Distributions

              (1) Holding and Investment of Undeliverable and Unclaimed
     Distributions. If the distribution to any Holder of an Allowed Claim is
     returned to the Disbursing Agent as undeliverable or is otherwise
     unclaimed, no further distributions will be made to such Holder unless
     and until the Disbursing Agent is notified in writing of such Holder's
     then-current address. Undeliverable and unclaimed distributions will be
     segregated and, with respect to Cash, deposited in a segregated,
     interest-bearing account, designated as an "unclaimed distribution
     reserve" (the "Unclaimed Distribution Reserve"), for the benefit of all
     such similarly situated Persons until such time as a distribution becomes
     deliverable or is claimed.

              (2) After Distributions Become Deliverable. On each Quarterly
     Distribution Date, Reorganized Polaroid will make all distributions that
     have become deliverable or have been claimed since the Distribution Date
     or the immediately preceding Quarterly Distribution Date, as the case may
     be, together with any interest actually earned thereon.

              (3) Failure to Claim Undeliverable Distributions. Any Holder of
     an Allowed Claim that does not assert a claim pursuant to the Plan for an
     undeliverable or unclaimed distribution within one year after the
     Effective Date will be deemed to have forfeited its claim for such
     undeliverable or unclaimed distribution and shall be forever barred and
     enjoined from asserting any such claim for an undeliverable or unclaimed
     distribution against the Debtors and the Estates, Reorganized Polaroid,
     the Plan Administrator or their property. In such cases, any Cash and/or
     Stock in the Unclaimed Distribution Reserve for distribution on account
     of such claims for undeliverable or unclaimed distributions will become
     the property of the Estates free of any restrictions thereon and
     notwithstanding any federal or state escheat laws to the contrary, and
     shall be distributed in accordance with the terms of the Plan
     Administration Agreement. Nothing contained in the Plan or the Plan
     Administration Agreement will require any Disbursing Agent, including,
     but not limited to, the Plan Administrator or Reorganized Polaroid, to
     attempt to locate any Holder of an Allowed Claim.

          2. Interest on Claims.

             Unless otherwise specifically provided for in the Plan or
Confirmation Order, or required by applicable bankruptcy law, postpetition
interest shall not accrue or be paid on any Claims, and no Holder of a Claim
shall be entitled to interest accruing on or after the Petition Date on any
Claim.

          3. Distributions by Reorganized Polaroid.

             Reorganized Polaroid shall make all distributions of Cash and/or
Stock required to be distributed under the applicable provisions of the Plan
and the Plan Administration Agreement. Reorganized Polaroid and the Plan
Administrator may employ or contract with other entities to assist in or make
the distributions required by the Plan and the Plan Administration Agreement.

          4. Allocation of Plan Distributions Between Principal and Interest.

             To the extent that any Allowed Claim entitled to a distribution
under the Plan is comprised of indebtedness and accrued but unpaid interest
thereon, such distribution shall, for federal income tax purposes, be
allocated to the principal amount of the Claim first and then, to the extent
the consideration exceeds the principal amount of the claim, to the portion of
such Claim representing accrued but unpaid interest.

          5. Means of Cash Payment.

             Payments of Cash made pursuant to the Plan shall be in U.S. dollars
and shall be made, at the option and in the sole discretion of Reorganized
Polaroid, by (a) checks drawn on or (b) wire transfer from a domestic bank
selected by Reorganized Polaroid. If so requested in a writing received by
Reorganized Polaroid no later than five (5) Business Days after the
Confirmation Date, Cash payments of $500,000.00 or more to be made pursuant to
the Plan shall be made by wire transfer from a domestic bank. Cash payments to
foreign creditors may be made, at the option of Reorganized Polaroid, in such
funds and by such means as are necessary or customary in a particular foreign
jurisdiction.

          6. Withholding and Reporting Requirements.

             In connection with the Plan and all distributions thereunder,
Reorganized Polaroid shall comply with all withholding and reporting
requirements imposed by any federal, state, local or foreign taxing authority,
and all distributions hereunder shall be subject to any such withholding and
reporting requirements.

          7. Setoffs

             Reorganized Polaroid may, pursuant to section 553 of the Bankruptcy
Code or applicable nonbankruptcy laws, but shall not be required to, set off
against any Claim and the payments or other distributions to be made pursuant
to the Plan in respect of such Claim, claims of any nature whatsoever that the
Debtors or Reorganized Polaroid may have against the Holder of such Claim;
provided, however, that neither the failure to do so nor the allowance of any
Claim hereunder shall constitute a waiver or release by Reorganized Polaroid
of any such claim that the Debtors or Reorganized Polaroid may have against
such Holder.

          8. Procedures for Resolving Disputed, Contingent and Unliquidated
Claims

          (a) Objection Deadline; Prosecution of Objections.

              No later than the Claims Objection Deadline (unless extended by
an order of the Bankruptcy Court), the Debtors, Reorganized Polaroid, the Plan
Administrator, the Creditors' Committee or the Plan Committee, as the case may
be, will file objections to Claims with the Bankruptcy Court and serve such
objections upon the Holders of each of the Claims to which objections are
made. Nothing contained in the Plan, however, will limit Reorganized
Polaroid's right to object to Claims, if any, filed or amended after the
Claims Objection Deadline. Subject to the limitations set forth in the Plan
Administration Agreement and the Plan, and the oversight of the Plan
Committee, Reorganized Polaroid and the Plan Administrator will be authorized
to, and shall, resolve all Disputed Claims by withdrawing or settling such
objections thereto, or by litigating to judgment in the Bankruptcy Court or
such other court having jurisdiction the validity, nature and/or amount
thereof.

          (b) No Distributions Pending Allowance

              Notwithstanding any other provision of the Plan, no payments or
distributions will be made with respect to all or any portion of a Disputed
Claim unless and until all objections to such Disputed Claim have been settled
or withdrawn or have been determined by Final Order, and the Disputed Claim,
or some portion thereof, has become an Allowed Claim.

          (c) Accounts; Escrows; Reserves

              Reorganized Polaroid and the Plan Administrator shall, subject
to and in accordance with the provisions of the Plan Administration Agreement,
(a) establish one or more general accounts into which will be deposited all
funds not required to be deposited into any other account, Reserve or escrow
and (b) create, fund and withdraw funds from, as appropriate, the Operating
Reserve, Administrative Claims Reserve, Disputed Claims Reserve and Unclaimed
Distributions Reserve. Reorganized Polaroid may sell non-Cash assets, if any,
in accordance with the provisions of the Plan and the Plan Administration
Agreement. The net proceeds of any such sales will be deposited in an account
or Reserve pursuant to the terms of the Plan Administration Agreement.

              (i) Disputed Claims Reserve.

                  On the Effective Date (or as soon thereafter as is
practicable) and each Quarterly Distribution Date, Reorganized Polaroid
will create and fund the Disputed Claims Reserve with an amount of the
Estates' Cash and Stock, as applicable, equal to one hundred percent (100%)
of distributions to which Holders of Disputed Unsecured Claims would be
entitled under the Plan as of such date if such Disputed Unsecured Claims
were Allowed Claims in their Disputed Claims Amount, provided, however,
that the Creditors' Committee, Plan Administrator, Debtors or Reorganized
Polaroid, as applicable, may, at any time, File Motion(s) pursuant to
section 502(c) of the Bankruptcy Code for order(s) estimating and limiting
the amount of Cash and/or Stock, as applicable, which shall be deposited in
the Disputed Claims Reserve in respect of any Disputed Claims, with notice
and an opportunity to be heard to the affected Holders of such Disputed
Claims.

              (ii) Administrative Claims Reserve.

                   On the Effective Date (or as soon thereafter as is
practicable) and each Quarterly Distribution Date, Reorganized Polaroid
will create and fund the Administrative Claims Reserve with an amount of
the Estates' Cash equal to the aggregate Disputed Claim Amount of all
Disputed Administrative Claims, Disputed Priority Tax Claims, Disputed
Non-Tax Priority Claims and Disputed Other Secured Claims, based on its
sole discretion.

          (d) Distributions After Allowance.

              Reorganized Polaroid shall make payments and distributions
from the appropriate Reserves to the Holder of any Disputed Claim that has
become an Allowed Claim, on the first Quarterly Distribution Date following
the date that such Disputed Claim becomes an Allowed Claim. Such
distributions shall be made in accordance with the Plan and the Plan
Administration Agreement. With respect to Disputed General Unsecured Claims
or Disputed Convenience Claims, such distribution shall be based upon the
cumulative distributions that would have been made to such Holder under the
Plan if the Disputed General Unsecured Claim or Disputed Convenience Claim
had been Allowed on the Effective Date (with any post-Effective Date
interest thereon earned by the Disbursing Agent) and shall not be limited
by the Disputed Claim Amounts previously reserved with respect to such
Disputed General Unsecured Claim or Disputed Convenience Claim to the
extent that additional amounts are available therefor from the Disputed
Claims Reserve, but only to the extent that such additional amounts have
not yet been distributed to Holders of Allowed General Unsecured Claims or
Allowed Convenience Claims, as applicable. Notwithstanding the foregoing,
however, Reorganized Polaroid may make payments and distributions from the
appropriate Reserves to the Holder of any Disputed Claim that has become an
Allowed Claim, prior to the first Quarterly Distribution Date following the
date that such Disputed Claim becomes an Allowed Claim, provided, that
Reorganized Polaroid receives written consent to do so from the Purchaser
and Pre-Petition Agent (except that the consent of the Pre-Petition Agent
shall not be necessary with respect to Disputed General Unsecured Claims,
Disputed Other Secured Claims or Disputed Convenience Claims).

F.     Means for Implementation of the Plan

          1. Merger of Subsidiary Debtors into Polaroid

             On the Effective Date or as soon thereafter as practicable,
(a) the members of the board of directors of each of the Subsidiary Debtors
will be deemed to have resigned, (b) each of the Subsidiary Debtors shall
be merged with and into Polaroid and (c) the Chapter 11 Cases of the
Subsidiary Debtors shall be closed, following which any and all proceedings
that could have been brought or otherwise commenced in the Chapter 11 Case
of any Subsidiary Debtor shall be brought or otherwise commenced in
Polaroid's Chapter 11 Case.

          2. Continued Corporate Existence; Dissolution of Reorganized Polaroid

             Polaroid will continue to exist as Reorganized Polaroid after the
Effective Date in accordance with the laws of the State of Delaware and
pursuant to the certificate of incorporation and by-laws in effect prior to
the Effective Date, except to the extent such certificate of incorporation
and by-laws are amended under the Plan, for the limited purpose of
distributing all of the assets of the Debtors' Estates. As soon as
practicable after the Plan Administrator exhausts the assets of the
Debtors' Estates by making the final distribution of Cash and/or Stock
under the Plan and the Plan Administration Agreement, the Plan
Administrator will (a) effectuate the dissolution of Reorganized Polaroid
in accordance with the laws of the State of Delaware and (b) cause its
Designated Representative to resign as the sole officer and sole director
of Reorganized Polaroid.

          3. Certificate of Incorporation and By-laws

             The certificate of incorporation and by-laws of Polaroid will be
amended as necessary to satisfy the provisions of the Plan and the
Bankruptcy Code. The certificate of incorporation of Reorganized Polaroid
will be amended to, among other things: (a) authorize one share of New
Common Stock, $0.01 par value per share, (b) provide, pursuant to section
1123(a)(6) of the Bankruptcy Code, for a provision prohibiting the issuance
of non-voting equity securities, and (c) limit the activities of
Reorganized Polaroid to matters related to the implementation of the Plan.
The Amended Certificate of Incorporation and By-Laws will be filed with the
Bankruptcy Court on or before the date of the Confirmation Hearing.

          4. Ownership of New Common Stock; Directors and Officers;
             Effectuating Documents; Further Transactions

             On the Effective Date, Reorganized Polaroid shall issue the New
Common Stock to the Plan Administrator. The Plan Administrator has agreed
that it will not sell, transfer, or otherwise dispose of the New Common
Stock absent the prior written consent of the Plan Committee or the
Bankruptcy Court. The Plan Administrator shall only sell, transfer, or
otherwise dispose of the New Common Stock and vote the New Common Stock on
any matter requiring a vote of shareholders under the Delaware Corporation
Law in accordance with the written directions of the Plan Committee or the
Bankruptcy Court. From and after the Effective Date, the Designated
Representative of the Plan Administrator will serve as the sole officer and
sole director of Reorganized Polaroid. The Plan Administrator, acting by or
through the Designated Representative, will be authorized to execute,
deliver, file or record such documents, instruments, releases and other
agreements and to take such actions as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of the Plan.

          5. Cancellation of Securities, Instruments and Agreements
             Evidencing Claims and Interests

             Except as otherwise provided in the Plan and in any contract,
instrument or other agreement or document created in connection with the
Plan, on the Effective Date, the promissory notes, share certificates
(including treasury stock), other instruments evidencing any Claims or
Interests, and all options, warrants, calls, rights, puts, awards,
commitments or any other agreements of any character to acquire such
Interests will be deemed cancelled and of no further force and effect,
without any further act or action under any applicable agreement, law,
regulation, order or rule, and the obligations of the Debtors under the
notes, share certificates and other agreements and instruments governing
such Claims and Interests will be discharged. The Holders of or parties to
such cancelled notes, share certificates and other agreements and
instruments will have no rights arising from or relating to such notes,
share certificates and other agreements and instruments or the cancellation
thereof, except the rights provided pursuant to the Plan. On the Effective
Date, the 1997 Indenture shall be cancelled and have no further force and
effect, except, that the cancellation of the 1997 Indenture (i) shall not
impair the rights under the Plan of the Holders of Note Claims and the
Indenture Trustee governed by such 1997 Indenture; and (ii) shall not
impair the rights of the Indenture Trustee under such 1997 Indenture
vis-a-vis Holders of Note Claims, including any lien and priority rights of
the Indenture Trustee.

          6. No Revesting of Assets

             The property of the Debtors' Estates will not be vested in the
Debtors on or following the Confirmation Date or the Effective Date but
will remain property of the Estate(s) and continue to be subject to the
jurisdiction of the Bankruptcy Court following confirmation of the Plan
until distributed to Holders of Allowed Claims in accordance with the
provisions of the Plan, Plan Administration Agreement and Confirmation
Order. From and after the Effective Date, all such property will be
distributed in accordance with the provisions of the Plan, the Plan
Administration Agreement and the Confirmation Order.

          7. Preservation of Rights of Action; Settlement of Litigation Claims

          (a) Preservation of Rights of Action.

              Except as otherwise provided in the Asset Purchase Agreement, the
Plan, the Confirmation Order, or in any document, instrument, release or
other agreement entered into in connection with the Plan, in accordance
with section 1123(b) of the Bankruptcy Code, the Debtors and their Estates
will retain the Litigation Claims. The Plan Administrator on behalf of
Reorganized Polaroid, as the successor in interest to the Debtors, may, in
consultation with the Plan Committee, enforce, sue on, settle or compromise
(or decline to do any of the foregoing) any or all of the Litigation
Claims. The failure of the Debtors to list a claim, right of action, suit
or proceeding on Exhibit [_] to the Plan Supplement will not constitute a
waiver or release by the Debtors or their Estates of such claim, right of
action, suit or proceeding.

          (b) Settlement of Litigation Claims.

              At any time after the Confirmation Date and before the Effective
Date, notwithstanding anything in the Plan to the contrary, the Debtors
with the consent of the Plan Committee may settle some or all of the
Litigation Claims with the approval of the Bankruptcy Court pursuant to
Bankruptcy Rule 9019.

          8. Creditors' Committee and Plan Committee

          (a) Dissolution of Creditors' Committee.

              The Creditors' Committee will continue in existence until the
Effective Date to exercise those powers and perform those duties specified
in section 1103 of the Bankruptcy Code and shall perform such other duties
as it may have been assigned by the Bankruptcy Court prior to the Effective
Date. On the Effective Date, the Creditors' Committee will be dissolved and
its members will be deemed released of all their duties, responsibilities
and obligations in connection with the Chapter 11 Cases or the Plan and its
implementation, and the retention or employment of the Creditors'
Committee's attorneys, accountants and other agents shall terminate. All
expenses of Creditors' Committee members and the fees and expenses of their
professionals through the Effective Date will be paid in accordance with
the terms and conditions of the Fee Order.

          (b) Creation of Plan Committee; Procedures.

              On the Effective Date, the Plan Committee will be formed and
constituted. The Plan Committee will consist of at least two, but not more
than three members, who will be selected by the Creditors' Committee and
whose identities will be disclosed to the Bankruptcy Court at the
Confirmation Hearing. In the event that no one is willing to serve on the
Plan Committee or there shall have been no Plan Committee members for a
period of thirty (30) consecutive days, then the Plan Administrator may,
during such vacancy and thereafter, ignore any reference in the Plan, the
Plan Administration Agreement or the Confirmation Order to a Plan
Committee, and all references to the Plan Committee's ongoing duties and
rights in the Plan, the Plan Administration Agreement and the Confirmation
Order will be null and void.

          (c) Function and Duration; Compensation and Expenses.

              The Plan Committee (i) will be responsible for (A) instructing
and supervising Reorganized Polaroid and the Plan Administrator with
respect to their responsibilities under the Plan and the Plan
Administration Agreement, (B) reviewing the prosecution of adversary and
other proceedings, if any, including proposed settlements thereof, (C)
reviewing objections to and proposed settlements of Disputed Claims, (D)
performing such other duties that may be necessary and proper to assist the
Plan Administrator and its retained professionals, and (ii) will remain in
existence until such time as the final distributions under the Plan have
been made. The members of the Plan Committee will serve without
compensation for their performance of services as members of the Plan
Committee, except that they shall be entitled to reimbursement of
reasonable expenses by Reorganized Polaroid.

          (d) Liability; Indemnification.

              Neither the Plan Committee, nor any of its members or designees,
nor any duly designated agent or representative of the Plan Committee, or
their respective employees, will be liable for the act or omission of any
other member, designee, agent or representative of the Plan Committee, nor
will any member be liable for any act or omission taken or omitted to be
taken in its capacity as a member of the Plan Committee, other than acts or
omissions resulting from such member's willful misconduct or gross
negligence. Reorganized Polaroid will indemnify and hold harmless the Plan
Committee and its members and designees, and any duly designated agent or
representative thereof (in their capacity as such), from and against and
with respect to any and all liabilities, losses, damages, claims, costs and
expenses, including but not limited to attorneys' fees arising out of or
due to their actions or omissions, or consequences of such actions or
omissions. To the extent Reorganized Polaroid indemnifies and holds
harmless the Plan Committee and its members and designees, or any duly
designated agent or representative thereof (in their capacity as such), as
provided above, the legal fees and related costs incurred by counsel to the
Plan Committee, if any, in monitoring and participating in the defense of
such claims giving rise to the right of indemnification shall be paid out
of the Operating Reserve.

          9. Sources of Cash for Plan Distributions.

             Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for Reorganized Polaroid and the Plan
Administrator to make payments pursuant to the Plan shall be obtained from
the Debtors' cash balances, the liquidation of the Debtors' remaining
non-Cash assets, if any, and, solely in connection with the Lump Sum
Election, the Funding Source. Cash payments to be made pursuant to the Plan
shall be made by Reorganized Polaroid (or any successor thereto) or, if the
Disbursing Agent is an entity other than Reorganized Polaroid, the
Disbursing Agent.

          10. Sources of Stock for Plan Distributions.

              Except as otherwise provided in the Plan or the Confirmation
Order, all Stock necessary for Reorganized Polaroid and the Plan
Administrator to make distributions pursuant to the Plan shall be obtained
from the Debtors' Reserves. Stock distributions to be made pursuant to the
Plan shall be made by Reorganized Polaroid (or any successor thereto) or,
if the Disbursing Agent is an entity other than Reorganized Polaroid, the
Disbursing Agent.

          11. Applicability of Bankruptcy Code Sections 1145 and 1125(e).

          (a) The Purchaser shall be deemed to be a "successor" to the
Debtors for the limited purpose of the provisions of section 1145 of the
Bankruptcy Code with respect to the Stock, but not for any other purpose or
in any other context, and the distribution of Stock under the terms of the
Plan to the Holders of Allowed Class 3 General Unsecured Claims shall
constitute the offer or sale under a plan of the Debtors of a security of a
successor to the Debtors under such plan in exchange for a claim against,
an interest in, or a claim for an administrative expense in the Chapter 11
Cases, such that pursuant to section 1145(a)(1) of the Bankruptcy Code, the
issuance of the Stock, to the extent the Stock constitutes "securities"
under applicable law, shall be exempt from requirements of section 5 of the
Securities Act of 1933, as amended, and any other federal, state, or local
laws requiring registration for offer or sale of securities (collectively,
the "Securities Laws").

          (b) Solely for the limited purpose of the provisions of section
1125(e) of the Bankruptcy Code, the Purchaser and the Funding Source shall
be deemed to have participated, in good faith and in compliance with the
applicable provisions of the Bankruptcy Code, in the offer, issuance, sale,
or purchase of a security, offered or sold under the Plan, of a newly
organized successor to the Debtors under the Plan, and therefore, pursuant
to section 1125(e) of the Bankruptcy Code, are not liable for violation of
any applicable law, rule, or regulation governing the offer, issuance,
sale, or purchase of securities.

          12. Release of Liens.

              Except as otherwise provided in the Plan, the Confirmation Order
or in any document, instrument or other agreement created in connection
with the Plan, on the Effective Date, all mortgages, deeds of trust, liens
or other security interests against the property of the Estates shall be
released.

          13. Exemption from Certain Transfer Taxes.

              Pursuant to section 1146(c) of the Bankruptcy Code, any transfers
from the Debtors to Reorganized Polaroid pursuant to the Plan shall not be
subject to any document recording tax, stamp tax, conveyance fee,
intangibles or similar tax, mortgage tax, stamp act, real estate transfer
tax, mortgage recording tax or other similar tax or governmental
assessment, and the Confirmation Order shall direct the appropriate state
or local governmental officials or agents to forgo the collection of any
such tax or governmental assessment and to accept for filing and
recordation any of the foregoing instruments or other documents without the
payment of any such tax or governmental assessment.

          14. Estate Costs.

              The Debtors and/or their successor(s), including the Plan
Administrator, shall incur estate costs in a reasonable and cost-effective
manner, provided, however, that the retention of the Creditors' Committee's
current professionals is deemed reasonable and cost-effective.

          15. Payment of Estate Costs

              As set forth in the Asset Purchase Agreement, if, after June 2,
2002 and until the distribution of all of the Stock, the aggregate amount
of the Estate Costs (as defined in the Asset Purchase Agreement) paid by
the estate exceeds $27,000,000 (and Reorganized Polaroid does not have any
cash available to pay additional Estate Costs), then, for any Estate Costs
in excess of $27,000,000 that become due and payable, Purchaser will pay to
Reorganized Polaroid an amount equal to such excess up to $4,000,000 in
cash, upon receipt by Purchaser of reasonably satisfactory documentation
evidencing Reorganized Polaroid's obligation to pay such Estate Costs. If,
after June 2, 2002 and until the distribution of all of the Stock, the
aggregate amount of the Estate Costs paid exceeds $31,000,000 (and
Reorganized Polaroid does not have any cash available to pay additional
Estate Costs), then, for any Estate Costs in excess of $31,000,000 that
become due and payable, the Pre-Petition Agent, on behalf of the
Pre-Petition Lenders, will pay to Reorganized Polaroid an amount equal to
such excess up to $3,000,000 in cash (the "Bank Reimbursement"), upon
receipt by the Pre-Petition Agent of reasonably satisfactory documentation
evidencing Reorganized Polaroid's obligation to pay such Estate Costs. If,
after June 2, 2002 and until the distribution of all Stock, the aggregate
amount of the Estate Costs paid exceeds $34,000,000 (and Reorganized
Polaroid does not have any cash available to pay additional Estate Costs),
then, for any Estate Costs in excess of $34,000,000 that become due and
payable, Purchaser will pay to Reorganized Polaroid an amount equal to such
excess up to $3,000,000 in cash (the "Second Tier Reimbursement"), upon
receipt by Purchaser of reasonably satisfactory documentation evidencing
Reorganized Polaroid's obligation to pay such Estate Costs.

          As set forth in the Asset Purchase Agreement, if, after June 2,
2002 and until the distribution of all of the Stock, the aggregate amount
of the Estate Costs paid or required to be paid exceeds $37,000,000 (and
Reorganized Polaroid does not have any cash available to pay additional
Estate Costs), then, for any Estate Costs in excess of $37,000,000 that
become due and payable, and for the sole purpose of generating cash to fund
all or a portion of such excess, up to a maximum excess of $4,500,000,
Reorganized Polaroid will have the right, but not the obligation, to sell
to Purchaser up to such number of shares of the Stock as shall equal four
percent (4%) of the Issued Stock (as that term is defined in the Asset
Purchase Agreement) for a maximum aggregate purchase price of $4,500,000,
as follows: Reorganized Polaroid will have the right, but not the
obligation, to sell such number of shares of the Stock to Purchaser at a
price equal to: (i) for the first two percent (2%) of the Issued Stock,
$1,250,000 for each one percent (1%) of the Issued Stock (or a pro-rata
price based thereon); and (ii) for the next two percent (2%) of the Issued
Stock, $1,000,000 for each one percent (1%) of the Issued Stock (or a
pro-rata price based thereon). All sales of stock by Reorganized Polaroid
to Purchaser pursuant to this arrangement must include the same percentage
of each class of stock included in the Stock. Except in the case of a
distribution by Reorganized Polaroid to the Holders of Allowed Claims in
the Chapter 11 Cases, if Reorganized Polaroid wishes to sell or otherwise
transfer shares of the Stock to a third party pursuant to a bona fide
written offer therefor, then Reorganized Polaroid will give Purchaser
written notice thereof, which notice shall (x) include a copy of such bona
fide written offer and a description of any other material terms of the
offer not contained in such offer, including the identity of the
transferee, the price or other consideration for which the shares of the
Stock are proposed to be sold or transferred, and the number of shares of
the Stock to be sold or transferred, and (y) contain an irrevocable offer
to sell such shares of the Stock to the Purchaser at the same price and on
the same terms contained in the bona fide written offer. For a period of
twenty days after its receipt of such notice, the Purchaser and/or its
designee(s) shall have the right and option to purchase all or a portion of
the shares of the Stock at the same price and on the same terms contained
in the bona fide written offer.

          If, after payment of all amounts under the Plan and distribution
of the Stock (i) there remain any assets of Reorganized Polaroid (the
"Remaining Assets") and (ii) either the Pre-Petition Agent shall have made
a Bank Reimbursement or Purchaser shall have made a Second Tier
Reimbursement, then, unless Reorganized Polaroid determines in good faith
that there continues to be a reasonable expectation of additional Estate
Costs, Reorganized Polaroid will (x) pay to Purchaser such percentage of
the Remaining Assets as the amount of the Second Tier Reimbursement
actually paid bears to the sum of the amount of the Bank Reimbursement
actually paid and the amount of the Second Tier Reimbursement actually paid
(such sum, the "Total Reimbursement Paid"), up to $5,000,000 and (y) pay to
the Pre-Petition Agent, for the benefit of the Secured Lenders, such
percentage of the Remaining Assets as the amount of the Bank Reimbursement
actually paid bears to the Total Reimbursement Paid, up to $5,000,000.
Reorganized Polaroid will not make any distributions or payments (other
than distributions of the Stock or on account of Estate Costs) unless
Reorganized Polaroid shall have (i) made all of the payments described in
the immediately preceding sentence and (ii) waived their rights to receive
any and all payments under Section 7.04(b) of the Asset Purchase Agreement
and waived their rights to sell the Stock to Purchaser under Section
7.04(c) of the Purchase Agreement.

G.       The Plan Administrator

          1. Appointment.

             Prior to the Confirmation Date, the Creditors' Committee will
designate an entity, which entity shall be reasonably acceptable to
Purchaser and Pre-Petition Agent, to serve as the Plan Administrator
pursuant to the Plan Administration Agreement and the Plan, until
resignation or discharge and the appointment of a successor Plan
Administrator in accordance with the Plan Administration Agreement,
provided that, pursuant to the Plan, Wind Down Associates is deemed to be
reasonably acceptable to Purchaser and the Pre-Petition Agent.

          2. Rights, Powers and Duties of Reorganized Polaroid and the Plan
             Administrator.

             Reorganized Polaroid will retain and have all the rights, powers
and duties necessary to carry out its responsibilities under the Plan. Such
rights, powers and duties, which shall be exercisable by the Plan
Administrator on behalf of Reorganized Polaroid pursuant to the Plan and
the Plan Administration Agreement, shall include, among others:

          (a) investing Reorganized Polaroid's Cash, including, but not
limited to, the Cash held in the Reserves in (A) direct obligations of the
United States of America or obligations of any agency or instrumentality
thereof which are guaranteed by the full faith and credit of the United
States of America; (B) short term obligations of the United States Treasury
and repurchase agreements fully collateralized by obligations of the United
States Treasury, including funds consisting solely or primarily of such
obligations and repurchase agreements; (C) money market deposit accounts,
checking accounts, savings accounts or certificates of deposit, or other
time deposit accounts that are issued by a commercial bank or savings
institution organized under the laws of the United States of America or any
state thereof; or (D) any other investments that may be permissible under
(I) section 345 of the Bankruptcy Code or (II) any order of the Bankruptcy
Court entered in the Debtors' Chapter 11 cases;

          (b) calculating and paying all distributions to be made under the
Plan, the Plan Administration Agreement and other orders of the Bankruptcy
Court to Holders of Allowed Administrative Claims, Allowed Priority Tax
Claims, Allowed Non-Tax Priority Claims, Allowed Other Secured Claims,
Allowed Convenience Claims, and Allowed General Unsecured Claims;

          (c) employing, supervising and compensating professionals
retained to represent the interests of and serve on behalf of Reorganized
Polaroid;

          (d) making and filing tax returns for any of the Debtors or
Reorganized Polaroid;

          (e) objecting to (or allowing and paying) Claims or Interests
filed against any of the Debtors' Estates on any basis; provided that the
Plan Administrator shall consult, in good faith, with the Purchaser and the
Pre-Petition Agent with respect to such objections, allowance and payment
as required by the Plan;

          (f) seeking estimation of contingent or unliquidated claims under
section 502 of the Bankruptcy Code;

          (g) seeking determination of tax liability under section 505 of
the Bankruptcy Code;

          (h) prosecuting avoidance actions under sections 544, 545, 547,
548, 549 and 553 of the Bankruptcy Code;

          (i) prosecuting turnover actions under sections 542 and 543 of
the Bankruptcy Code;

          (j) prosecuting, settling, dismissing or otherwise disposing of
the Litigation Claims;

          (k) dissolving Reorganized Polaroid;

          (l) exercising all powers and rights, and taking all actions,
contemplated by or provided for in the Plan Administration Agreement; and

          (m) taking any and all other actions necessary or appropriate to
implement or consummate the Plan and the provisions of the Plan
Administration Agreement.

          3. Compensation of the Plan Administrator.

             The Plan Administrator will be compensated from the Operating
Reserve pursuant to the terms of the Wind Down Engagement Letter. Any
professionals retained by the Plan Administrator will be entitled to
reasonable compensation for services rendered and reimbursement of expenses
incurred from the Operating Reserve. The payment of the fees and expenses
of the Plan Administrator and its retained professionals will be made in
the ordinary course of business and will not be subject to the approval of
the Bankruptcy Court but will be subject to review by the Plan Committee.

          4. Indemnification.

             Reorganized Polaroid and the Estates will, to the fullest extent
permitted by the laws of the State of Delaware, indemnify and hold harmless
the Plan Administrator (in its capacity as such) and the Plan
Administrator's and Reorganized Polaroid's agents, representatives,
professionals and employees, including, without limitation, the Designated
Representative (collectively the "Indemnified Parties") from and against
and with respect to any and all liabilities, losses, damages, claims, costs
and expenses, including but not limited to attorneys' fees, arising out of
or due to their actions or omissions, or consequences of such actions or
omissions, with respect to Reorganized Polaroid and the Estates or the
implementation or administration of the Plan and the Plan Administration
Agreement, if the Indemnified Party acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
Reorganized Polaroid and the Estates and, with respect to any criminal
action or proceeding, had no reasonable cause to believe its conduct was
unlawful. To the extent Reorganized Polaroid and the Estates indemnify and
hold harmless the Indemnified Parties as provided above, the legal fees and
related costs incurred by counsel to the Plan Administrator in monitoring
and participating in the defense of such claims giving rise to the right of
indemnification will be paid out of the Operating Reserve. The
indemnification provisions of the Plan Administration Agreement will remain
available to and be binding upon any former Plan Administrator and will
survive the termination of the Plan Administration Agreement.

          5. Insurance

             The Plan Administrator will be authorized to obtain all
reasonably necessary insurance coverage for itself, its agents,
representatives, employees or independent contractors, and Reorganized
Polaroid, including, but not limited to, coverage with respect to (i) any
property that is or may in the future become the property of Reorganized
Polaroid and (ii) the liabilities, duties and obligations of the Plan
Administrator and its agents, representatives, employees or independent
contractors under the Plan Administration Agreement (in the form of an
errors and omissions policy or otherwise), the latter of which insurance
coverage may, at the sole option of the Plan Administrator, remain in
effect for a reasonable period (not to exceed seven years) after the
termination of the Plan Administration Agreement.

          6. Authority to Object to Claims and Interests and to Settle
             Disputed Claims.

             Prior to the Effective Date, (x) the Creditors' Committee shall
be primarily responsible for the reconciliation and allowance of general
unsecured claims, provided that, the Creditors' Committee shall consult, in
good faith, with the Debtors and the Purchaser with respect to such
reconciliation and allowance of such general unsecured claims; and (y) the
Debtors shall be primarily responsible for the reconciliation, allowance or
payment of administrative, priority, and secured claims, provided that, the
Debtors shall consult, in good faith, with the Creditors' Committee, the
Purchaser and the Pre-Petition Agent with respect to the reconciliation,
allowance and payment of administrative and priority claims. From and after
the Effective Date, the Plan Administrator shall be primarily responsible
for the claims reconciliation process with respect to the allowance and
payment of general unsecured, administrative and priority claims and shall
be authorized (i) to object to any Claims or Interests filed against any of
the Debtors' Estates and (ii) pursuant to Bankruptcy Rule 9019(b) and
section 105(a) of the Bankruptcy Code, to compromise and settle Disputed
Claims, in accordance with the following procedures, which shall constitute
sufficient notice in accordance with the Bankruptcy Code and the Bankruptcy
Rules for compromises and settlements of claims, provided that, the Plan
Administrator shall consult, in good faith, with the Plan Committee,
Purchaser, and Pre-Petition Agent with respect to such reconciliation,
allowance and payment of such general unsecured, administrative or priority
claims subject to the following requirements:

          (a) If the proposed settlement of a Disputed Claim Amount of the
Disputed Claim is less than $50,000, Reorganized Polaroid and the Plan
Administrator will be authorized and empowered to settle such Disputed
Claim and execute necessary documents, including a stipulation of
settlement or release, without notice to any party.

          (b) If the proposed settlement of a Disputed Claim Amount of the
Disputed Claim is equal to or more than $50,000 but less than $1,000,000,
Reorganized Polaroid and the Plan Administrator will be authorized and
empowered to settle such Disputed Claim and execute necessary documents,
including a stipulation of settlement or release, upon five (5) Business
Days' written notice to the Plan Committee, the Pre-Petition Agent and the
Purchaser.

          (c) If proposed settlement of a Disputed Claim Amount of the
Disputed Claim is equal to or greater than $1,000,000, Reorganized Polaroid
and the Plan Administrator will be authorized and empowered to settle such
Disputed Claim and execute necessary documents, including a stipulation of
settlement or release, only following five (5) days' written notice to the
Plan Committee, the Pre-Petition Agent and the Purchaser and upon receipt
of Bankruptcy Court approval of such settlement.

              If the Plan Committee, the Pre-Petition Agent or the Purchaser
objects to the proposed settlement of a Disputed Claim within the foregoing
prescribed time deadlines, then (A) if the Plan Committee, the Pre-Petition
Agent or the Purchaser withdraws for any reason its objection to such
settlement, the Plan Administrator may enter into the proposed settlement
without further notice and a hearing or entry of an order of the Bankruptcy
Court or (B) if the Plan Committee, the Pre-Petition Agent or the Purchaser
does not withdraw its objection, the Plan Administrator will have the
option of (I) forgoing entry into the settlement agreement that is the
subject of the Plan Committee's, the Pre-Petition Agent's or the
Purchaser's objection, (II) modifying the terms of the settlement agreement
in a way that results in the Plan Committee, the Pre-Petition Agent or the
Purchaser withdrawing its objection, or (III) following five (5) days'
written notice to the Plan Committee, the Pre-Petition Agent or the
Purchaser, seeking an order of the Bankruptcy Court authorizing the Plan
Administrator to enter into the settlement agreement over the Plan
Committee's, the Pre-Petition Agent's or the Purchaser's objection.

H.     Other Matters

          1. Treatment of Executory Contracts and Unexpired Leases

             Under Bankruptcy Code section 365, the Debtors have the right,
subject to court approval, to assume or reject any executory contract or
unexpired lease. If the Debtors reject an executory contract or unexpired
lease that was entered into before the Petition Date, the contract or lease
will be treated as if it had been breached on the date immediately
preceding the Petition Date, and the other party to the agreement will have
a General Unsecured Claim for damages incurred as a result of the
rejection. In the case of rejection of employment severance agreements and
real property leases, damages are subject to certain limitations imposed by
Bankruptcy Code sections 365 and 502.

          (a) Rejected Contracts and Leases

              Except as otherwise provided in the Plan, or in any contract,
instrument, release or other agreement or document entered into in
connection with the Plan, each of the executory contracts and unexpired
leases to which any Debtor is a party, to the extent such contracts or
leases are executory contracts or unexpired leases, shall be rejected by
the applicable Debtor on the Confirmation Date, unless such contract or
lease previously (a) shall have been assumed or rejected by the Debtors
(including, but not limited to, those executory contracts and unexpired
leases assumed and assigned to Purchaser) or (b) shall have expired or
terminated pursuant to its own terms; provided, however, that neither the
inclusion by the Debtors of a contract or lease in the Plan Supplement nor
anything contained in the Plan nor this Disclosure Statement shall
constitute an admission by any Debtor that such contract or lease is an
executory contract or unexpired lease or that any Debtor or its successors
and assigns has any liability thereunder. The Confirmation Order shall
constitute an order of the Bankruptcy Court approving the rejections
described in the Plan or this Disclosure Statement, pursuant to section 365
of the Bankruptcy code, as of the Confirmation Date.

          (b) Bar to Rejection Damages

              If the rejection of an executory contract or unexpired lease
pursuant to Section 7.1 of the Plan gives rise to a Claim by the other
party or parties to such contract or lease, such Claim shall be forever
barred and shall not be enforceable against the applicable Debtor or its
Estate, Reorganized Polaroid, the Plan Administrator or their respective
successors or properties unless a proof of Claim is filed and served on
Reorganized Polaroid and counsel for Reorganized Polaroid within thirty
(30) days after service of a notice of entry of the Confirmation Order or
such other date as prescribed by the Bankruptcy Court.

          (c) Asset Purchase Agreement.

              Notwithstanding anything to the contrary in the Plan, the
obligations, if any, of the Debtors under the Asset Purchase Agreement and
the Sale Order shall be deemed and treated as executory contracts that are
assumed by Reorganized Polaroid pursuant to the Plan and Section 365 of the
Bankruptcy Code as of the Effective Date. Nothing contained in the Plan or
any Confirmation Order shall be deemed to conflict with, or derogate from,
the terms of the Asset Purchase Agreement or the Sale Order, such that, to
the extent there are any inconsistencies between the terms of the Asset
Purchase Agreement and the Sale Order, on the one hand, and the Plan and
the Confirmation Order, on the other, the terms of the Asset Purchase
Agreement and the Sale Order shall govern. In addition, any amounts that
become payable by the Debtors pursuant to the Asset Purchase Agreement or
any of the documents delivered by the Debtors pursuant to or in connection
with the Asset Purchase Agreement shall not be discharged, modified, or
otherwise affected by the Plan or the Confirmation Order.

          2. Bar Dates for Certain Claims

          (a) Administrative Claims

              The Confirmation Order will establish an Administrative Claims
Bar Date for filing Administrative Claims, which date will be forty-five
(45) days after the Confirmation Date. The Administrative Claims Bar Date
will be applicable for Holders of asserted Administrative Claims first
accruing after ____, 2003, other than Fee Claims and Indenture Trustee
fees. Holders of asserted Administrative Claims, except for Fee Claims, not
paid prior to the Confirmation Date shall submit proofs of Claim on or
before such Administrative Claims Bar Date or forever be barred from doing
so. The notice of Confirmation to be delivered pursuant to Bankruptcy Rules
3020(c) and 2002(f) will set forth such date and constitute notice of this
Administrative Claims Bar Date. The Debtors, or Reorganized Polaroid, as
the case may be, shall have forty-five (45) days (or such longer period as
may be allowed by order of the Bankruptcy Court) following the
Administrative Claims Bar Date to review and object to such Administrative
Claims before a hearing for determination of allowance of such
Administrative Claims.

          (b) Professional Fee Claims; Substantial Contribution Claims

              All persons requesting compensation or reimbursement of Fee
Claims pursuant to section 327, 328, 330, 331, 503(b) or 1103 of the
Bankruptcy Code for services rendered to the Debtors prior to the Effective
Date (including requests under section 503(b)(4) of the Bankruptcy Code by
any Professional or other entity for making a substantial contribution in
the Chapter 11 Cases) shall file and serve on Reorganized Polaroid, counsel
for Reorganized Polaroid and counsel to the Creditors' Committee an
application for final allowance of compensation and reimbursement of
expenses no later than sixty (60) days after the Effective Date, unless
otherwise ordered by the Bankruptcy Court. Objections to applications of
such Professionals or other entities for compensation or reimbursement of
expenses must be filed and served on Reorganized Polaroid, counsel for
Reorganized Polaroid and the requesting Professional or other entity no
later than sixty (60) days (or such longer period as may be allowed by
order of the Bankruptcy Court) after the date on which the applicable
request for compensation or reimbursement was served.

          (c) Indenture Trustee Fees.

              Under the Plan, the reasonable fees and expenses of the Indenture
Trustee (which includes the reasonable fees and expenses of any
professionals retained by the Indenture Trustee), will be paid in Cash,
provided that, any distributions to be received by Holders of Allowed Note
Claims pursuant to the Plan will not be reduced on account of the payment
of any Indenture Trustee's fees and expenses.

              Prior to the Effective Date, the Indenture Trustee will submit to
the Debtors appropriate documentation in support of the fees and expenses
incurred by the Indenture Trustee through that date (including any
estimated fees and expenses through the Effective Date), whether incurred
prior to or subsequent to the Petition Date, together with a detailed,
reasonable estimate of any fees and expenses to be incurred thereafter.
Such estimate may include, without limitation, projected fees and expenses
relating to surrender and cancellation of notes, distribution of
securities, and fees and expenses to be incurred in respect of any
challenge to the claims asserted by the Indenture Trustee, whether based on
the Notes or the claimed amount of such fees and expense. On or prior to
the Effective Date, the Debtors or Reorganized Polaroid will pay the
undisputed amount of the Indenture Trustee's fees and expenses.

              No later than 30 days after the Effective Date, or as soon
thereafter as may be practical, the Indenture Trustee will deliver a final
invoice for its fees and expenses. The Plan Administrator will have a
period of 30 days after receipt to review the final invoice and provide the
Indenture Trustee with any objection to the final invoice, stating with
specificity its objections to particular charges. If the Indenture Trustee
receives no objection within 30 days, then the Indenture Trustee shall be
paid such amount without the need for any further approval of the
Bankruptcy Court. If the Plan Administrator timely advises the Indenture
Trustee in writing that it objects to all or a portion of such fees, which
objection states with specificity its objection to particular charges, (i)
Reorganized Polaroid shall pay the undisputed portion of the fees and
expenses and (ii) the Indenture Trustee may either, at its option, submit
the disputed portion to the Bankruptcy Court for resolution or exercise its
rights under the 1997 Indenture. The Indenture Trustee will not be required
to file a fee application or to comply with guidelines and rules applicable
to a fee application, and will not be subject to Sections 330 or 503(b) of
the Bankruptcy Code.

              The Indenture Trustee's charging lien will be discharged solely
upon payment in full of such fees and expenses. Accordingly, nothing herein
shall be deemed to impair, waive or discharge the Indenture Trustee's
charging lien, for any fees and expenses not paid by the Debtors or
Reorganized Polaroid, as applicable.

          3. Tax Reporting and Compliance.

              In connection with the Plan and all instruments issued in
connection therewith and distributions thereof, the Debtors, and
Reorganized Polaroid, as the case may be, shall comply with all withholding
and reporting requirements imposed by any federal, state, local or foreign
taxing authority and all distributions hereunder shall be subject to any
such withholding and reporting requirements. Reorganized Polaroid is hereby
authorized, on behalf of each of the Debtors, to request an expedited
determination under section 505(b) of the Bankruptcy Code of the tax
liability of the Debtors for all taxable periods ending after the Petition
Date through, and including, the Effective Date.

          4. Payment of Statutory Fees

             All fees payable pursuant to section 1930 of title 28, United
States Code, as determined by the Bankruptcy Court at the Confirmation
Hearing, shall be paid on the Effective Date, and neither the Debtors,
their Estates, Reorganized Polaroid nor the Plan Administrator shall
thereafter be liable for the payment from additional fees under 28 U.S.C.
section 1930 other than with respect to Polaroid's Chapter 11 Case.

I.     Retention of Jurisdiction

          Pursuant to Bankruptcy Code sections 105(a) and 1142 and
notwithstanding entry of the Confirmation Order and the occurrence of the
Effective Date, the Court will retain exclusive jurisdiction over all
matters arising out of, and related to, the Chapter 11 Cases and the Plan
to the fullest extent permitted by law, including, among other things,
jurisdiction to:

          (a)   Allow, disallow, determine, liquidate, classify, estimate
                or establish the priority or secured or unsecured status of
                any Claim or Interest, including the resolution of any
                request for payment of any Administrative Claim and the
                resolution of any objections to the allowance or priority
                of Claims or Interests;

          (b)   Grant or deny any applications for allowance of
                compensation or reimbursement of expenses authorized
                pursuant to the Bankruptcy Code or the Plan for periods
                ending on or before the Effective Date;

          (c)   Resolve any matters related to the assumption, assumption
                and assignment, or rejection of any executory contract or
                unexpired lease to which any Debtor is a party or with
                respect to which any Debtor or Reorganized Polaroid may be
                liable and to hear, determine and, if necessary, liquidate
                any Claims arising therefrom;

          (d)   Ensure that distributions to Holders of Allowed Claims are
                accomplished pursuant to the provisions of the Plan;

          (e)   Decide or resolve any motions, adversary proceedings,
                contested or litigated matters and any other matters and
                grant or deny any applications involving the Debtors that
                may be pending on the Effective Date;

          (f)   Enter such orders as may be necessary or appropriate to
                implement or consummate the provisions of the Plan and all
                contracts, instruments, releases and other agreements or
                documents created in connection with the Plan, the
                Disclosure Statement or the Confirmation Order;

          (g)   Resolve any cases, controversies, suits or disputes that
                may arise in connection with the consummation,
                interpretation or enforcement of the Plan or any contract,
                instrument, release or other agreement or document that is
                executed or created pursuant to the Plan, or any entity's
                rights arising from or obligations incurred in connection
                with the Plan or such documents;

          (h)   Modify the Plan before or after the Effective Date pursuant
                to section 1127 of the Bankruptcy Code or modify the
                Disclosure Statement, the Confirmation Order or any
                contract, instrument, release or other agreement or
                document created in connection with the Plan, the
                Disclosure Statement or the Confirmation Order, or remedy
                any defect or omission or reconcile any inconsistency in
                any Bankruptcy Court order, the Plan, the Disclosure
                Statement, the Confirmation Order or any contract,
                instrument, release or other agreement or document created
                in connection with the Plan, the Disclosure Statement or
                the Confirmation Order, in such manner as may be necessary
                or appropriate to consummate the Plan;

          (i)   Hear and determine all applications for compensation and
                reimbursement of expenses of Professionals under the Plan
                or under sections 328, 330, 331, 503(b), 1103 and
                1129(c)(9) of the Bankruptcy Code, provided, however, that
                from and after the Effective Date the payment of fees and
                expenses of Reorganized Polaroid, the Plan Committee and
                the Plan Administrator shall be made in the ordinary course
                of business and shall not be subject to the approval of the
                Bankruptcy Court.

          (j)   Hear and determine matters concerning the Plan Committee
                and its members and their respective professionals;

          (k)   Issue injunctions, enter and implement other orders or take
                such other actions as may be necessary or appropriate to
                restrain interference by any entity with consummation,
                implementation or enforcement of the Plan or the
                Confirmation Order;

          (l)   Hear and determine the causes of action by or on behalf of
                the Debtors or Reorganized Polaroid;

          (m)   Hear and determine matters concerning state, local and
                federal taxes in accordance with sections 346, 505 and 1146
                of the Bankruptcy Code;

          (n)   Enter and implement such orders as are necessary or
                appropriate if the Confirmation Order is for any reason or
                in any respect modified, stayed, reversed, revoked or
                vacated or distributions pursuant to the Plan are enjoined
                or stayed;

          (o)   Determine any other matters that may arise in connection
                with or relate to the Plan, the Disclosure Statement, the
                Confirmation Order or any contract, instrument, release or
                other agreement or document created in connection with the
                Plan, the Disclosure Statement or the Confirmation Order;

          (p)   Enforce all orders, judgments, injunctions, releases,
                exculpations, indemnifications and rulings entered in
                connection with the Chapter 11 Cases;

          (q)   Hear and determine all disputes or other matters arising in
                connection with the interpretation, implementation or
                enforcement of the Asset Purchase Agreement, the Ancillary
                Agreements, and the Sale Order;

          (r)   Hear and determine all matters related to (i) the property
                of the Estates from and after the Confirmation Date, (ii)
                the winding up of the Debtors' affairs and (iii) the
                activities of Reorganized Polaroid and the Plan
                Administrator, including (A) challenges to or approvals of
                Reorganized Polaroid's or the Plan Administrator's
                activities, (B) resignation or removal of the Plan
                Administrator and selection of a successor Plan
                Administrator, (C) reporting by, termination of and
                accounting by Reorganized Polaroid and the Plan
                Administrator and (D) release of the Plan Administrator
                from its duties;

          (s)   Hear and determine disputes with respect to compensation of
                (i) Reorganized Polaroid's professional advisors, (ii) the
                Plan Administrator and its professional advisors, and (iii)
                the Plan Committee, its members and its professional
                advisors;

          (t)   Hear and determine such other matters as may be provided in
                the Confirmation Order or as may be authorized under the
                Bankruptcy Code; and

          (u)   Enter an order closing the Chapter 11 Cases.

J.     Confirmation and Consummation of the Plan

          1. Confirmation Date

             The following are conditions precedent to the occurrence of the
Confirmation Date: (a) the Confirmation Order shall be reasonably
acceptable in form and substance to the Proponents, the Pre-Petition Agent
and Purchaser and (b) the Substantive Consolidation Order, which may be the
Confirmation Order, shall be reasonably acceptable in form and substance to
the Proponents, the Pre-Petition Agent and the Purchaser and shall have
been entered by the Bankruptcy Court prior to or contemporaneously with the
Confirmation Order.

          2. Waiver of Conditions

             The conditions set forth in Article IX of the Plan, may be waived
in whole or in part by the Proponents, without any other notice to parties
in interest or the Court and without a hearing. The failure to satisfy or
waive any condition to the Confirmation or the Effective Date may be
asserted by the Proponents or Reorganized Polaroid regardless of the
circumstances giving rise to the failure of such condition to be satisfied
(including any action or inaction by the Proponents or Reorganized
Polaroid). The failure of the Proponents or Reorganized Polaroid to
exercise any of the foregoing rights will not be deemed a waiver of any
other rights, and each such right will be deemed an ongoing right that may
be asserted at any time.

          3. Consequences of Non-Occurrence of Effective Date.

             If the Effective Date does not occur within one hundred eighty
(180) days of the Confirmation Date, or by such later date, after notice
and hearing, as is proposed by the Proponents, then upon motion by the
Proponents and upon notice to such parties in interest as the Bankruptcy
Court may direct, the Confirmation Order will be vacated by the Bankruptcy
Court; provided, however, that, notwithstanding the filing of such motion,
the Confirmation Order may not be vacated if the Effective Date occurs
before the Bankruptcy Court enters an order granting such motion. If the
Confirmation Order is vacated pursuant the provisions of the Plan, (a) the
Plan shall be null and void in all respects; (b) any settlement of Claims
shall be null and void without further order of the Bankruptcy Court; and
(c) the time within which the Debtors may assume and assign, or reject all
executory contracts and unexpired leases shall be extended for a period of
thirty (30) days after the date the Confirmation Order is vacated.

K.     EFFECT OF PLAN CONFIRMATION

          1. Binding Effect

             The Plan will be binding upon and inure to the benefit of the
Debtors, all present and former Holders of Claims and Interests, and their
respective successors and assigns.

          2. Releases

          (a) Releases by the Debtors

              On the Effective Date, each of the Debtors shall release
unconditionally, and hereby is deemed to forever release unconditionally
(i) the Debtors' directors, officers, employees, agents and professionals
as of the Petition Date, (ii) the Creditors' Committee and the Plan
Committee and, solely in their respective capacities as members or
representatives of the Creditors' Committee and the Plan Committee, as
applicable (and not as individual lenders or creditors to or on behalf of
the Debtors), each member of the Creditors' Committee and the Plan
Committee; (iii) the Plan Administrator; (iv) the Pre-Petition Lenders, the
DIP Lenders, the Pre-Petition Agent and the DIP Agent; and (v) the
respective agents, advisors, accountants, investment bankers, consultants,
attorneys and other representatives (including the respective current and
former directors, officers, employees, members, shareholders and
professionals) of any of the foregoing or of the Debtors or any affiliates
or subsidiaries of the Debtors from any and all claims, obligations, suits,
judgments, damages, rights, causes of action and liabilities whatsoever
(other than the right to enforce the performance of their respective
obligations, if any, to the Debtors or Reorganized Polaroid under the Plan,
the Plan Administration Agreement and the contracts, instruments, releases
and other agreements delivered under the Plan and the Plan Administration
Agreement), whether liquidated or unliquidated, fixed or contingent,
matured or unmatured, known or unknown, foreseen or unforeseen, then
existing or thereafter arising, in law, equity or otherwise that are based
in whole or in part on any act or omission, transaction, event or other
occurrence taking place on or prior to the Effective Date in any way
relating to the Debtors, the Chapter 11 Cases, the Plan or the Disclosure
Statement; provided, however, that other than as to the Claims of the
Pre-Petition Agent, the Pre-Petition Lenders, the DIP Agent and the DIP
Lenders nothing in this Section shall be deemed to waive any objection to
any Claim against the Debtors or any rights to object to any such Claim or
to bring an adversary proceeding to subordinate a Claim under section
510(c) of the Bankruptcy Code, to recharacterize a Claim as an Interest,
all of which rights, claims and defenses are expressly preserved, provided
further, that the releases granted in clause (i) above shall not release
any officer of the Debtors that was not hired, retained or engaged by
Purchaser on or prior to September 30, 2002 or any person or entity covered
in clause (i) above against whom a cause of action has been asserted by or
on behalf of the Debtors or the Estates prior to the Effective Date.

          (b) Releases by Holders of Claims and Interests

              On the Effective Date, each Holder of a Claim that voted to
accept the Plan, in consideration for the obligations of the Debtors and
Reorganized Polaroid under the Plan and the Stock or Cash and other
contracts, instruments, releases, agreements or documents to be delivered
in connection with the Plan, each entity (other than a Debtor) that has
held, holds or may hold a Claim, as applicable, will be deemed to forever
release, waive and discharge, to the fullest extent permissible under
applicable law, as such law may be extended or interpreted subsequent to
the Effective Date, all claims, demands, debts, rights, causes of action or
liabilities (other than the right to enforce the Debtors' or Reorganized
Polaroid's obligations under the Plan, the Plan Administration Agreement
and the contracts, instruments, releases, agreements and documents
delivered under the Plan and the Plan Administration Agreement), whether
liquidated or unliquidated, fixed or contingent, matured or unmatured,
known or unknown, foreseen or unforeseen, then existing or thereafter
arising, in law, equity or otherwise that are based in whole or in part on
any act or omission, transaction, event or other occurrence taking place on
or prior to the Effective Date in any way relating to the Debtors, the
Chapter 11 Cases, the Plan or the Disclosure Statement that such entity
has, had or may have against the Creditors' Committee, the Plan Committee
or their respective members, attorneys, accountants and financial advisors,
acting in such capacity, the Plan Administrator, the Pre-Petition Lenders,
the DIP Lenders, the Pre-Petition Agent and the DIP Agent and any Debtor
and the present and former directors, officers, shareholders, employees,
agents, advisors, accountants, investment bankers, consultants, attorneys
and other representatives of all of the foregoing.

          (c) Releases by Lenders.

              On the Effective Date, each of the Pre-Petition Lenders, the DIP
Lenders, the Pre-Petition Agent and the DIP Agent will be deemed to forever
release, waive and discharge, to the fullest extent permissible under
applicable law, as such law may be extended or interpreted subsequent to
the Effective Date, all claims, demands, debts, rights, causes of action or
liabilities (other than the right to enforce the Debtors' or Reorganized
Polaroid's obligations under the Sale Order, the Plan, the Plan
Administration Agreement and the contracts, instruments, releases,
agreements and documents delivered under the Plan and the Plan
Administration Agreement), whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen,
then existing or thereafter arising, in law, equity or otherwise that are
based in whole or in part on any act or omission, transaction, event or
other occurrence taking place on or prior to the Effective Date in any way
relating to the Debtors, the Chapter 11 Cases, the Plan or the Disclosure
Statement that such entity has, had or may have against the Creditors'
Committee, the Plan Committee, or the Plan Administrator or their
respective members attorneys, accountants and financial advisors, acting in
such capacity, and any Debtor and its present and former directors,
officers, shareholders, employees, agents, advisors, accountants,
investment bankers, consultants, attorneys and other representatives.

          (d) Injunction Related to Releases

              The Confirmation Order will permanently enjoin the commencement
or prosecution by any entity, whether directly, derivatively or otherwise,
of any claims, obligations, suits, judgments, damages, demands, debts,
rights, causes of action or liabilities released pursuant to the Plan.

          3. Discharge of Claims and Termination of Interests

             Pursuant to section 1141(d)(3) of the Bankruptcy Code,
Confirmation will not discharge Claims against the Debtors; provided,
however, that no Holder of a Claim against any Debtor may, on account of
such Claim, seek or receive any payment or other distribution from, or seek
recourse against, any Debtor, Reorganized Polaroid, their respective
successors or their respective property, except as expressly provided
herein.

          4. Exculpation and Limitation of Liability

             Neither the Debtors nor the Creditors' Committee, the Plan
Committee, the Pre-Petition Lenders, the DIP Lenders, the Pre-Petition
Agent, the DIP Agent or the Plan Administrator, nor any of their respective
present or former members, officers, directors, shareholders, employees,
advisors, attorneys or agents, shall have or incur any liability to, or be
subject to any right of action by, any Holder of a Claim or an Interest, or
any other party in interest, or any of their respective agents,
shareholders, employees, representatives, financial advisors, attorneys or
affiliates, or any of their successors or assigns, for any act or omission
in connection with, relating to, or arising out of, the Debtors' Chapter 11
Cases, the pursuit of confirmation of the Plan, the consummation of the
Plan or the administration of the Plan or the property to be distributed
under the Plan, except for their willful misconduct or gross negligence,
and in all respects shall be entitled to rely reasonably upon the advice of
counsel with respect to their duties and responsibilities under the Plan.

          5. Injunction

             Except as otherwise provided in the Plan, the Confirmation Order
shall provide, among other things, that from and after the Confirmation
Date all Persons who have held, hold or may hold Claims against or
Interests in the Debtors are (i) permanently enjoined from taking any of
the following actions against the Pre-Petition Agent, the Pre-Petition
Lenders, the DIP Agent, the DIP Lenders, the Estate(s), the Debtors,
Reorganized Polaroid, the Plan Administrator, the Creditors' Committee or
the members thereof, the Plan Committee or the members thereof, or any of
their property on account of any such Claims or Interests and (ii)
preliminarily enjoined from taking any of the following actions against any
of the Pre-Petition Agent, the Pre-Petition Lenders, the DIP Agent, the DIP
Lenders, the Estate(s), the Debtors, Reorganized Polaroid, the Plan
Administrator, the Creditors' Committee or the members thereof, the Plan
Committee or the members thereof or their property on account of such
Claims or Interests: (A) commencing or continuing, in any manner or in any
place, any action or other proceeding; (B) enforcing attaching, collecting
or recovering in any manner any judgment, award, decree or order; (C)
creating, perfecting or enforcing any lien or encumbrance; (D) asserting a
setoff, right of subrogation or recoupment of any kind against any debt,
liability or obligation due to the Debtors; and (E) commencing or
continuing, in any manner or in any place, any action that does not comply
with or is inconsistent with the provisions of the Plan; provided, however,
that (x) nothing contained herein shall preclude such persons from
exercising their rights pursuant to and consistent with the terms of the
Plan and (y) the preliminary injunction of actions against the Debtors,
Reorganized Polaroid, the Plan Administrator, the Creditors' Committee and
the members thereof and the Plan Committee and the members thereof and
their property (if any) shall be dissolved and terminate one day following
the termination of the Plan Administration Agreement in accordance with the
terms thereof. By accepting distributions pursuant to the Plan, each Holder
of an Allowed Claim receiving distributions pursuant to the Plan will be
deemed to have specifically consented to the injunctions set forth in the Plan.

          6. Term of Bankruptcy Injunction or Stays.

             All injunctions or stays provided for in the Chapter 11 Cases
under section 105 or 362 of the Bankruptcy Code, or otherwise, and in
existence on the Confirmation Date, shall remain in full force and effect
until all property of the Estates of Reorganized Polaroid and the other
Debtors has been distributed and Reorganized Polaroid has been dissolved.

                     V. RISK FACTORS TO BE CONSIDERED

          Holders of Impaired Claims and Interests who are entitled to vote
on the Plan should read and carefully consider the following factors, as
well as the other information set forth in this Disclosure Statement (and
the documents delivered together herewith and/or incorporated by reference
herein), before deciding whether to vote to accept or to reject the Plan.

          If the total amount of Administrative Claims, Priority Tax
Claims, Class 1 Non-Tax Priority Claims, and Class 2 Other Secured exceed
the cash available to the estate, the Plan Administrator may be required to
sell some of the Stock in order to satisfy such Claims. In that event, the
amount of Cash and/or Stock to be distributed on behalf of Class 3 General
Unsecured Claims and Class 4 Convenience Claims would decrease.

          Additionally, there may be Disputed Claims that are material and
depending on the resolution of such Disputed Claims, the total amount of
all Claims may be in excess of the total amount of Allowed Claims assumed
in the development of the Plan. The actual amount of Allowed Claims may
differ significantly from the estimates set forth in the table in Article
II, "Overview of the Plan." Accordingly, the amount of distribution that
will be ultimately received by any particular Holder of an Allowed Class 3
General Unsecured Claim or Class 4 Convenience Claim may be adversely
affected by the aggregate amount of all Allowed Claims.

          VI. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

          The following discussion is a general summary of certain federal
income tax aspects of the Plan to Holders of Claims who are entitled to
vote to confirm or reject the Plan and should not be relied upon for
purposes of determining the specific tax consequences of the Plan with
respect to a particular Holder of a Claim. The following discussion does
not discuss the federal income tax aspects of the Plan to the Debtors, its
affiliates or Reorganized Polaroid. The description of tax consequences
below is for informational purposes only and is subject to significant
uncertainties.

          The tax consequences of the Plan to Holders of a Claim may vary
based on the individual circumstances of each Holder and the following
discussion is not a substitute for careful tax planning and advice based
upon the individual circumstances of each Holder. This discussion does not
address foreign, state or local tax consequences of the Plan, nor does it
purport to address the federal tax consequences of the Plan to special
classes of taxpayers (such as foreign entities, nonresident alien
individuals, S Corporations, mutual funds, insurance companies, financial
institutions, small business investment companies, regulated investment
companies, broker-dealers and tax-exempt organizations). Furthermore,
estate and gift taxes are not addressed herein. Each Holder of a Claim
affected by the Plan should consult his or her own tax advisor regarding
the specific tax consequences of the Plan with respect to that Holder's claim.

          No opinions of counsel, rulings or determinations from the
Internal Revenue Service ("IRS") or any other tax authority have been
requested or obtained with respect to any of the tax aspects of the Plan.
No tax opinion is given by this disclosure.

          The following discussion is based upon existing provisions of the
Internal Revenue Code of 1986, as amended (the "Tax Code"), existing and
proposed Treasury regulations thereunder, and current administrative
rulings and court decisions. No assurance can be given that legislative or
administrative changes or court decisions may not be forthcoming which
would alter or modify the analyses and conclusions set forth below, by
reason of a prospective or retroactive change in the applicable law.
Further, there can be no assurance that the IRS will not challenge any or
all of the tax aspects of the Plan, or that such a challenge, if made,
would be successful. If such a challenge is asserted and is successful, the
recovery of the Holders of Claims may be reduced.

          Federal income taxes, like many other taxes, are priority claims.
Accordingly, such claims must be satisfied before most other claims may be
paid. It is not anticipated that the implementation of the Plan will result
in any material federal, state or local tax liability, however, this
conclusion is not free from doubt, and the consequences of the Plan are
subject to significant uncertainties which may result in material federal,
state and local tax liabilities upon audits.

A.     Tax Consequences to Holders of Claims

          Holders of Claims will generally recognize gain (or loss) to the
extent the amount realized under the Plan in respect of their Claims
exceeds (or is exceeded by) their respective tax bases in their Claims. The
amount realized for this purpose generally should equal the amount of cash
and the fair market value of any other assets received (including, but not
limited to, the Stock) or deemed received for federal income tax purposes
under the Plan in respect of their respective Claims. A Holder of a Claim
that receives or is deemed to receive for federal income tax purposes a
non-cash asset under the Plan in respect of its Claim generally should have
a tax basis in such asset in an amount equal to the fair market value of
such asset on the date of receipt for federal income tax purposes.

          The tax treatment of Holders of Claims and the character, amount
and timing of income, gain or loss recognized as a consequence of the Plan
and the distributions provided for by the Plan will depend upon, among
other things, (i) the manner in which a Holder acquired a Claim; (ii) the
length of time a Claim has been held; (iii) whether the Claim was acquired
at a discount; (iv) whether the Holder has taken a bad debt deduction in
the current or prior years; (v) whether the Holder has previously included
accrued but unpaid interest with respect to a Claim; (vi) the method of tax
accounting of a Holder; and (vii) whether a Claim is an installment
obligation for federal income tax purposes. Therefore, Holders of Claims
should consult their tax advisor for information that may be relevant to
their particular situation and circumstances and the particular tax
consequence to such Holders as a result thereof.

B.     Information Reporting and Backup Withholding

          Under the backup withholding rules of the Tax Code, Holders of
Claims may, under certain circumstances, be subject to "backup withholding"
at a rate of 30% with respect to payments made pursuant to the Plan, unless
such Holder either (i) comes within certain exempt categories (generally
including corporations, foreign persons and certain pass-through entities)
and, when required, demonstrates this fact, or (ii) provides a correct
taxpayer identification number and certifies under penalties of perjury
that the taxpayer identification number is correct and that the Holder is
not otherwise subject to backup withholding because of an underreporting
failure. Any amounts withheld pursuant to the withholding or backup
withholding rules are creditable against such Holder's United States
federal income tax liability, and may entitle such Holder to a refund.

C.     Importance of Obtaining Professional Tax Assistance

          THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN
INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX
PLANNING WITH A TAX PROFESSIONAL. THE ABOVE DISCUSSION IS FOR INFORMATIONAL
PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES ARE IN MANY CASES
UNCERTAIN AND MAY VARY DEPENDING ON A HOLDER'S PARTICULAR CIRCUMSTANCES.
ACCORDINGLY, HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE
UNITED STATES FEDERAL, STATE, AND LOCAL, AND APPLICABLE FOREIGN INCOME AND
OTHER TAX CONSEQUENCES OF THE PLAN.

                       VII. CONFIRMATION OF THE PLAN

The Court may confirm the Plan only if it determines that the Plan complies
with the technical requirements of Chapter 11, including, among other things,
that (a) the Plan has properly classified Claims and Interests, (b) the Plan
complies with applicable provisions of the Bankruptcy Code, (c) the Proponents
have complied with applicable provisions of the Bankruptcy Code, (d) the
Proponents have proposed the Plan in good faith and not by any means forbidden
by law, (e) disclosure of "adequate information" as required by section 1125
of the Bankruptcy Code has been made, (f) the Plan has been accepted by the
requisite votes of all classes of creditors (except to the extent that
"cramdown" is available under Bankruptcy Code section 1129(b)), (g) the Plan
is in the "best interests" of all Holders of Claims in an Impaired Class, and
(h) all fees and expenses payable under 28 U.S.C. section 1930, as determined by
the Court at the Confirmation Hearing, have been paid or the Plan provides for
the payment of such fees on the Effective Date.

A.     Acceptance of the Plan

          As a condition to confirmation, the Bankruptcy Code requires that
each Class of Impaired Claims vote to accept the Plan, under certain
circumstances.

          Bankruptcy Code section 1126(c) defines acceptance of a plan by a
class of impaired claims as acceptance by holders of at least two-thirds in
dollar amount and more than one-half in number of claims in that class, but
forth that purpose only counts those who actually vote to accept or reject
the plan. Thus, a Class of Claims will have voted to accept the Plan only
if two-thirds in amount and a majority in number actually voting cast their
Ballots in favor of acceptance.

B.     Feasibility

          Bankruptcy Code section 1129(a)(11) requires that confirmation of
the Plan not be likely to be followed by the liquidation, or the need for
further financial reorganization, of the Debtors or any successors to the
Debtors under the Plan, unless such liquidation or reorganization is
proposed in the Plan. The Plan proposed by the Proponents provides for a
liquidation of the Debtors' remaining assets and a distribution of Cash
and/or Stock to creditors in accordance with the priority scheme of the
Bankruptcy Code and the terms of the Plan. The ability of Reorganized
Polaroid to make the distributions described in the Plan does not depend on
future earnings of the Debtors. Accordingly, the Proponents believe that
the Plan is feasible and meets the requirements of Bankruptcy Code section
1129(a)(11).

C.     Best Interests Test

          Even if a plan is accepted by the holders of each class of claims
and interests, the Bankruptcy Code requires that a bankruptcy court find
that the plan is in the "best interests" of all holders of claims or
interests that are impaired by the plan and that have not accepted the
plan. The "best interests" test, as set forth in Bankruptcy Code section
1129(a)(7), requires a bankruptcy court to find either that (i) all members
of an impaired class of claims or interest have accepted the plan or (ii)
the plan will provide a member who has not accepted the plan with a
recovery of property of a value, as of the effective date of the plan, that
is not less than the amount that such holder would receive or retain if the
debtor were liquidated under chapter 7 of the Bankruptcy Code on such date.

          To calculate the probable distribution to holders of each
impaired class of claims and interests if a debtor were liquidated under
chapter 7, a court must first determine the aggregate dollar amount that
would be generated from a debtor's assets if its chapter 11 case was
converted to a chapter 7 case under the Bankruptcy Code. This "liquidation
value" would consist primarily of the proceeds from a forced sale of the
debtor's assets by a chapter 7 trustee.

          The amount of liquidation value available to unsecured creditors
would be reduced by, first, the claims of secured creditors to the extent
of the value of their collateral, and, second, by the costs and expenses of
liquidation, as well as by other administrative expenses and costs of both
the chapter 7 case and the chapter 11 case. Costs of liquidation under
chapter 7 of the Bankruptcy Code would include the compensation of a
trustee, as well as counsel and other professionals retained by the
trustee, asset disposition expenses, all unpaid expenses incurred by the
debtor in its chapter 11 case (such as compensation of attorneys, financial
advisors and accountants) that are allowed in the chapter 7 case,
litigation costs, and claims arising from the operations of the debtor
during the pendency of the chapter 11 case. The liquidation itself would
trigger certain priority payments that otherwise would be due in the
ordinary course of business. Those priority claims would be paid in full
from the liquidation proceeds before the balance would be made available to
pay general claims or to make any distribution in respect of their equity
interests. The liquidation would also prompt the rejection of a large
number of executory contracts and unexpired leases and thereby
significantly enlarge the total pool of unsecured claims by reason of
resulting rejection claims.

          Once the court ascertains the recoveries in liquidation of the
secured creditors and priority claimants, it must determine the probable
distribution to general unsecured creditors and equity security Holders
from the remaining available proceeds in liquidation. If such probable
distribution has a value greater than the distribution to be received by
such creditors and equity security Holders under a debtor's plan, then such
plan is not in the best interest of creditors and equity security Holders.

D.   Application of the "Best Interests" Test to the Liquidation Analysis and
     the Valuation

          Substantially all of the Debtors' assets have already been
liquidated pursuant to the Asset Purchase Agreement. Therefore, the
Debtors' Estates consist of the remaining proceeds of the sale to
Purchaser, the Stock and certain assets not sold to the Purchaser. Although
the Plan's proposed liquidation and a chapter 7 liquidation would have the
same goal of liquidating the remainder of the Debtors' Estates and
distributing all of the proceeds to creditors, the Proponents believe that
the Plan provides a more efficient vehicle to establish that goal.
Liquidating the Debtors' Estates pursuant to chapter 7 would require the
appointment of a chapter 7 trustee. The appointment of the chapter 7
trustee, as well as any professionals retained by the chapter 7 trustee,
would increase the operating costs associated with the liquidation of the
Debtors' Estates. Further, like the Debtors, a chapter 7 trustee would
complete the liquidation of the Debtors' remaining assets, resolve Disputed
Claims and make distributions to creditors. A chapter 7 trustee, however,
would not have the benefit of the institutional knowledge of the Debtors to
resolve the Disputed Claims efficiently. Therefore, the Proponents believe
that a chapter 7 trustee, on average, would settle the Disputed Claims for
higher amounts than the Proponents, as a result of the Debtors' knowledge
of their business and the resulting Claims. The Proponents also believe
that distributions would occur in a shorter time period pursuant to the
Plan than if the Debtors' Estates were liquidated pursuant to a chapter 7
liquidation. A conversion to chapter 7 would take time and a chapter 7
trustee, once appointed, and any professionals hired by the chapter 7
trustee would require additional time to gain familiarity with the Debtors
and their creditors, thus delaying the initial distribution to creditors.

          After considering the effects that a chapter 7 liquidation would
have on the ultimate proceeds available to creditors in the Chapter 11
Cases, the Proponents have determined that a chapter 7 liquidation would
result in a substantial diminution in the value to be realized by the
Holders of certain Claims and a delay in making distributions to all
Classes of Claims entitled to a distribution. The Debtors believe that
Holders of Class 3 General Unsecured Claims and Class 4 Convenience Claims
would receive less in a chapter 7 liquidation than under the Plan.
Therefore, the Proponents believe that the Plan satisfies the requirements
of section 1129(a)(7) of the Bankruptcy Code.

E.     Alternatives to Confirmation and Consummation of the Plan

          Since the Debtors have no ongoing operations, the alternatives to
the Plan are very limited and not likely to benefit creditors. Although the
Debtors could theoretically file a new plan, the most likely result if the
Plan is not confirmed and consummated is that the Chapter 11 Cases will be
converted to cases under chapter 7 of the Bankruptcy Code. The Proponents
believe that conversion of these Chapter 11 Cases to chapter 7 would result
in (i) significant delay in distributions to all creditors who are entitled
to a distribution under the Plan and (ii) diminished recoveries to Holders
of Class 3 General Unsecured Claims and Class 4 Convenience Claims

                         VIII. VOTING REQUIREMENTS

          On ________ __, 2003, the Court entered an order (the "Procedures
Order"), among other things, approving this Disclosure Statement, setting
voting procedures, scheduling the hearing on confirmation of the Plan, and
approving the notice of the confirmation hearing and certain related
matters (the "Confirmation Hearing Notice"). A copy of the Confirmation
Hearing Notice is enclosed with this Disclosure Statement. It sets forth in
detail, among other things, procedures governing voting deadlines and
objection deadlines. The Confirmation Hearing Notice and the instructions
attached to the Ballot, if any, accompanying this Disclosure Statement
should be read in connection with this section of this Disclosure
Statement.

          If you have any questions about the Voting procedure for voting
your Claim or the packet of material you received, please contact the
Voting Agent:

                           Donlin Recano & Co., Inc.
                           419 Park Avenue
                           New York, New York 10016
                           (212) 481-1411

          If you wish to obtain an additional copy of the Plan, this
Disclosure Statement, or any exhibits to such documents, at your own
expense, unless otherwise specifically required by Bankruptcy Rule 3017(d),
please contact the Voting Agent.

A.     Parties in Interest Entitled to Vote

          Under Bankruptcy Code section 1124, a class of claims or
interests is deemed to be "impaired" under a plan unless (i) the plan
leaves unaltered the legal, equitable, and contractual rights to which such
claim or interest entitles the holder thereof or (ii) notwithstanding any
legal right to an accelerated payment of such claim or interest, the plan
cures all existing defaults (other than defaults resulting from the
occurrence of events of bankruptcy) and reinstates the maturity of such
claim or interest as it existed before the default.

          In general, a holder of a claim or interest may vote to accept or
to reject a plan if (i) the claim or interest is "allowed," which means
generally that no party in interest has objected to such claim or interest,
and (ii) the claim or interest is impaired by the plan. If, however, the
holder of an impaired claim or interest will not receive or retain any
distribution under the plan on account of such claim or interest, the
Bankruptcy Code deems such holder to have rejected the plan, and,
accordingly, holders of such claims and interests do not actually vote on
the plan. If a claim or interest is not impaired by the plan, the
Bankruptcy Code deems the holder of such claim or interest to have accepted
the plan and, accordingly, holders of such claims and interests are not
entitled to vote on the plan.

B.     Impaired Classes of Claims or Interests Under the Plan

          Classes 3 and 4 are entitled to vote to accept or reject the
Plan. By operation of law, each Unimpaired Class of Claims is deemed to
have accepted the Plan and, therefore, is not entitled to vote to accept or
reject the Plan. By operation of law, Classes 5 and 6 are deemed to have
rejected the Plan and therefore are not entitled to vote to accept or
reject the Plan.

                          IX. SECURITIES LAW ISSUES

A.     Section 1145 of the Bankruptcy Code.

          With respect to the distribution of the Stock pursuant to the
Plan, the Plan Proponents and the Purchaser intend to rely on the exemption
from registration requirements of Section 5 of the Securities Act of 1933
(the "Securities Act") (and of equivalent state securities or "blue sky"
laws) provided by Bankruptcy Code section 1145(a). Generally, Bankruptcy Code
ss. 1145(a)(1) exempts the offer and sale of a security of the debtor, an
affiliate participating in a joint plan with the debtor, or a successor to
the debtor under the plan from such registration requirements if the
following conditions are satisfied: (i) the recipients of the securities
hold a claim against, an interest in, or a claim for an administrative
expense against, the debtor or its affiliate participating in a joint plan
with the debtor and (ii) the securities are offered or sold in exchange for
the recipient's claim against, interest in, or claim for administrative
expense in the case concerning, the debtor or such affiliate, or are
offered or sold "principally" in such exchange and "partly" for cash or
property. The Plan Proponents believe that the Stock to be distributed
pursuant to the Plan will satisfy the requirements of Bankruptcy Code section
1145(a)(1).

B.     Registration.

          The Stock may be resold by the holders thereof without
restriction, except for any such holder that is deemed to be an
"underwriter" with respect to the Stock as defined in Bankruptcy Code section
1145(b)(1) of the Bankruptcy Code. Generally, Bankruptcy Code section
1145(b)(1) defines an "underwriter" as any person who (i) purchases a claim
against, or an interest in, a debtor with a view toward distribution of any
security to be received in exchange for such claim or interest, (ii) offers
to sell securities issued pursuant to a bankruptcy plan for the holders of
such securities, (iii) offers to buy securities issued pursuant to a
bankruptcy plan from persons receiving such securities, if the offer to buy
is made with a view towards distribution of such securities and under an
agreement made in connection with the plan, with the consummation of the
plan, or with the offer or sale of securities under the plan, or (iv) is an
issuer as used in Section 2(11) of the Securities Act. Section 2(11) of the
Securities Act provides that the term "issuer" includes all persons who,
directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with, an issuer of securities.
Under Rule 405 of Regulation C under the Securities Act, the term "control"
means the possession, direct or indirect, of the power to direct or cause
the direction or the policies of a person, whether through the ownership of
voting securities, by contract or otherwise. Accordingly, an officer or
director of a reorganized debtor (or its affiliate or successor) under a
plan of reorganization may be deemed to "control" such debtor (and
therefore might be an underwriter for purposes of Bankruptcy Code section
1145), particularly if such management position is coupled with the
ownership of a significant percentage of a debtor's (or affiliate's or
successor's) voting securities. Any entity that is an "underwriter" but not
an "issuer" with respect to an issue of securities is, however, entitled to
engage in exempt "ordinary trading transactions" within the meaning of
Bankruptcy Code section 1145(b).

          Rule 144A, promulgated under the Securities Act, provides a
non-exclusive safe harbor exemption from the registration requirements of
the Securities Act for resales to certain "qualified institutional buyers"
of securities that are "restricted securities" within the meaning of the
Securities Act, irrespective of whether the seller of such securities
purchased his or its securities with a view toward reselling such
securities under the provisions of Rule 144A. Under Rule 144A, a "qualified
institutional buyer" is defined to include, among other persons (e.g.,
"dealers" registered as such pursuant to Section 15 of the Exchange Act and
"banks" as defined in Section 3(a)(2) of the Securities Act), any entity
that purchases securities for its own account or for the account of another
qualified institutional buyer and which (in the aggregate) owns and invests
on a discretionary basis at least $100 million in the securities of
unaffiliated issuers. Subject to certain qualifications, Rule 144A does not
exempt the offer or sale of securities that, at the time of their issuance,
were securities of the same class of securities then listed on a national
securities exchange (registered as such under Section 6 of the Exchange
Act), or quoted in a U.S. automated inter-dealer quotation system (e.g.,
NASDAQ). Given that none of the shares of the Stock to be distributed on
the Distribution Date will be securities of a class then listed or quoted
as described above, holders of such securities who are deemed to be
"underwriters" within the meaning of Bankruptcy Code section 1145(b)(1) or who
may otherwise be deemed to be "affiliates" of, or to exercise "control"
over, the Purchaser within the meaning of Rule 405 of Regulation C under
the Securities Act should, assuming that all other conditions of Rule 144A
are met, be entitled to avail themselves of the safe harbor resale
provisions thereof.

          To the extent that Rule 144A is unavailable, holders may, under
certain circumstances, be able to sell their securities pursuant to the
more limited safe harbor resale provisions of Rule 144 under the Securities
Act. Generally, Rule 144 provides that if certain conditions are met (e.g.,
one-year holding period with respect to "restricted securities," volume
limitations, manner of sale, availability of current information about the
issuer, etc.), specified persons who (a) resell "restricted securities" or
(b) resell securities which are not restricted but who are "affiliates" of
the issuer of the securities sought to be resold, will not be deemed to be
"underwriters" as defined in Section 2(11) of the Securities Act. Under
paragraph (k) of Rule 144, the aforementioned conditions to resale will no
longer apply to restricted securities sold for the account of a holder who
is not an affiliate of the Purchaser at the time of such resale and who has
not been such during the three-month period next preceding such resale, so
long as a period of at least two years have elapsed since the later of (i)
the Effective Date and (ii) the date on which such holder acquired his or
its securities pursuant to the Plan.

          Entities who believe that they may be "underwriters" are advised
to consult their own counsel with respect to whether they may be
"underwriters" and the availability of the exemptions provided by
Bankruptcy Code section 1145 or Securities Act Rules 144 and Rule 144A.

          Recipients of securities offered or sold pursuant to the Plan are
advised to consult with their own counsel with respect thereto, and
specifically, as to the availability of any exemption from registration
under state law for resales in any given instance and as to any applicable
requirements of or conditions to the availability thereof.

          IN VIEW OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF
WHETHER A PARTICULAR PERSON MAY BE AN UNDERWRITER OR AN AFFILIATE OF THE
PURCHASER, THE PLAN PROPONENTS AND THE PURCHASER MAKE NO REPRESENTATIONS OR
AGREEMENTS CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN THE STOCK TO BE
DISTRIBUTED PURSUANT TO THE PLAN. ACCORDINGLY, THE PLAN PROPONENTS AND THE
PURCHASER RECOMMEND THAT POTENTIAL RECIPIENTS OF THE STOCK CONSULT THEIR
OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH STOCK.

                     X. RECOMMENDATION AND CONCLUSION

          THE PROPONENTS BELIEVE THAT CONFIRMATION OF THE PLAN IS IN THE
BEST INTERESTS OF THE DEBTORS, THEIR ESTATES, AND THEIR CREDITORS. The Plan
provides for an equitable and early distribution to creditors. The
Proponents believe that any alternative confirmation of the Plan, such as
liquidation under Chapter 7, could result in significant delays,
litigations, and costs, as well as a reduction in the distributions to
Holders of certain Classes of Claims. FOR THESE REASONS, THE PROPONENTS
URGE YOU TO RETURN YOUR BALLOT AND VOTE TO ACCEPT THE PLAN.

Dated:  Wilmington, Delaware
        January 15, 2003

                                  Respectfully submitted,

                                  PRIMARY PDC, INC. (f/k/a Polaroid Corporation)
                                  (for itself and on behalf of the Subsidiary
                                  Debtors)

                                  By: /s/ Kevin R. Pond
                                      --------------------------------
                                  Name:   Kevin R. Pond
                                  Title   President and Secretary

                                  Counsel:

                                  Gregg M. Galardi (I.D. No. 2991)
                                  Eric M. Davis (I.D. No. 3621)
                                  Mark L. Desgrosseilliers (I.D. No. 4083)
                                  SKADDEN, ARPS, SLATE, MEAGHER
                                    & FLOM LLP
                                  One Rodney Square
                                  P.O. Box 636
                                  Wilmington, Delaware
                                  19899-0636 (302)
                                  651-3000

                                         -and-

                                  Eric W. Kaup
                                  SKADDEN, ARPS, SLATE, MEAGHER
                                      & FLOM (ILLINOIS)
                                  333 West Wacker Drive
                                  Chicago, Illinois  60606-1285
                                  (312) 407-0700

                                  Attorneys for Debtors and
                                    Debtors in Possession

                                         -and-

                                  Brendan L. Shannon (I.D. No. 3136)
                                  Robert S. Brady (I.D. No. 2847)
                                  Joseph A. Malfitano (I.D. No. 4020)
                                  YOUNG CONAWAY STARGATT
                                    & TAYLOR, LLP
                                  The Brandywine Building
                                  1000 West Street, 17th Floor
                                  Wilmington, Delaware 19801
                                  (302) 571-6600

                                         and-

                                  Fred S. Hodara
                                  Philip C. Dublin
                                  Nava Hazan
                                  AKIN GUMP STRAUSS HAUER
                                   & FELD LLP
                                  590 Madison Avenue
                                  New York, New York  10022
                                  (212) 872-1000

                                  Attorneys for the Official Committee
                                   of Unsecured Creditors
EHXIBIT A
IN THE UNITED STATES BANKRUPTCY COURT
                        FOR THE DISTRICT OF DELAWARE

------------------------------------------
                                           X
                                           :
In re                                      :        Chapter 11
                                           :
POLAROID CORPORATION, et al.,              :        Case No. 01-10864 (PJW)
                                           :
                         Debtors.          :        Jointly Administered
                                           :
                                           :
                                           X
------------------------------------------

         AMENDED JOINT PLAN OF REORGANIZATION OF PRIMARY PDC, INC.
          (F/K/A POLAROID CORPORATION) AND ITS DEBTOR SUBSIDIARIES
             AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
             -------------------------------------------------
Gregg M. Galardi (I.D. No. 2991)                  Brendan L. Shannon (I.D. No. 3136)
Eric M. Davis (I.D. No. 3621)                     Robert S. Brady (I.D. No. 2847)
Mark L. Desgrosseilliers (I.D. No. 4083)          Joseph A. Malfitano (I.D. No. 4020)
SKADDEN, ARPS, SLATE, MEAGHER                     YOUNG CONAWAY STARGATT
     & FLOM LLP                                         & TAYLOR, LLP
One Rodney Square                                 The Brandywine Building
P.O. Box 636                                      1000 West Street, 17th Floor
Wilmington, Delaware 19899-0636                   Wilmington, Delaware  19801
(302) 651-3000                                    (302) 571-6600

         -and-                                             -and-

Eric W. Kaup                                      Fred S. Hodara
SKADDEN, ARPS, SLATE, MEAGHER                     Philip C. Dublin
     & FLOM (ILLINOIS)                            Nava Hazan
333 West Wacker Drive                             AKIN GUMP STRAUSS HAUER
Chicago, Illinois  60606-1285                           & FELD LLP
(312) 407-0700                                    590 Madison Avenue
                                                  New York, New York  10022
                                                  (212) 872-1000

ATTORNEYS FOR DEBTORS AND                         ATTORNEYS FOR THE OFFICIAL COMMITTEE
DEBTORS IN POSSESSION                             OF UNSECURED CREDITORS
TABLE OF CONTENTS

                                                                                                                Page
Article I DEFINED TERMS AND RULES OF INTERPRETATION...............................................................2

Article II CLASSIFICATION OF CLAIMS AND INTERESTS................................................................14
              2.1     Unclassified Claims........................................................................14
              2.2     Unimpaired Classes of Claims...............................................................14
              2.3     Impaired Classes of Claims.................................................................15
              2.4     Impaired Class of Interests/Claims.........................................................15

Article III TREATMENT OF CLAIMS AND INTERESTS....................................................................15
              3.1     Unclassified Claims........................................................................15
              3.2     Unimpaired Classes of Claims...............................................................16
              3.3     Impaired Classes of Claims.................................................................16
              3.4     Impaired Class of Interests and Subordinated Claims........................................18
              3.5     Special Provision Regarding Unimpaired Claims..............................................18

Article IV MEANS FOR IMPLEMENTATION OF THE PLAN..................................................................18
              4.1     Rule 9019 Settlement and Compromise of Alleged Causes of Action with
                      Respect to Note Claims.....................................................................18
              4.2     Substantive Consolidation..................................................................19
              4.3     Merger of Subsidiaries into Polaroid.......................................................19
              4.4     Continued Corporate Existence; Dissolution of Reorganized Polaroid.........................20
              4.5     Certificate of Incorporation and By-laws...................................................20
              4.6     Ownership of New Common Stock; Directors and Officers; Effectuating
                      Documents; Further Transactions............................................................20
              4.7     The Plan Administrator.....................................................................20
              4.8     No Revesting of Assets.....................................................................24
              4.9     Preservation of Rights of Action; Settlement of Litigation Claims..........................24
              4.10    Creditors' Committee and Plan Committee....................................................24
              4.11    Cancellation of Securities, Instruments and Agreements Evidencing
                      Claims and Interests.......................................................................26
              4.12    Sources of Cash for Plan Distributions.....................................................26
              4.13    Sources of Stock for Plan Distributions....................................................26
              4.14    Applicability of Bankruptcy Code Sections 1145 and 1125(e).................................26
              4.15    Release of Liens...........................................................................27
              4.16    Exemption from Certain Transfer Taxes......................................................27
              4.17    Estate Costs...............................................................................27

Article V ACCEPTANCE OR REJECTION OF THE PLAN....................................................................27
              5.1     Classes Entitled to Vote...................................................................27
              5.2     Acceptance by Impaired Classes.............................................................28
              5.3     Cramdown...................................................................................28

Article VI PROVISIONS GOVERNING DISTRIBUTIONS....................................................................28
              6.1     Distributions for Claims Allowed as of the Effective Date..................................28
              6.2     Interest on Claims.........................................................................28
              6.3     Distributions by Reorganized Polaroid......................................................28
              6.4     Delivery of Distributions and Undeliverable or Unclaimed
                      Distributions..............................................................................29
              6.5     Record Date for Distributions..............................................................30
              6.6     Allocation of Plan Distributions Between Principal and Interest............................30
              6.7     Means of Cash Payment......................................................................30
              6.8     Withholding and Reporting Requirements.....................................................30
              6.9     Setoffs....................................................................................30
              6.10    Fractional Dollars/Shares; De Minimis Distributions........................................30
              6.11    Release of Liens...........................................................................31

Article VII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................................31
              7.1     Rejected Contracts and Leases..............................................................31
              7.2     Bar to Rejection Damages...................................................................31
              7.3     Asset Purchase Agreement...................................................................32

Article VIII PROCEDURES FOR RESOLVING DISPUTED,  CONTINGENT AND UNLIQUIDATED CLAIMS..............................32
              8.1     Objection Deadline; Prosecution of Objections..............................................32
              8.2     No Distributions Pending Allowance.........................................................32
              8.3     Accounts; Escrows; Reserves................................................................32
              8.4     Distributions After Allowance..............................................................33

Article IX CONFIRMATION AND CONSUMMATION OF THE PLAN.............................................................33
              9.1     Confirmation Date..........................................................................34
              9.2     Consequences of Non-Occurrence of Effective Date...........................................34

Article X EFFECT OF PLAN CONFIRMATION............................................................................34
              10.1    Binding Effect.............................................................................34
              10.2    Releases...................................................................................34
              10.3    Discharge of Claims and Termination of Interests...........................................36
              10.4    Exculpation and Limitation of Liability....................................................36
              10.5    Injunction.................................................................................36
              10.6    Term of Bankruptcy Injunction or Stays.....................................................37

Article XI RETENTION OF JURISDICTION.............................................................................37

Article XII MISCELLANEOUS PROVISIONS.............................................................................39
              12.1    Effectuating Documents and Further Transactions............................................39
              12.2    Corporate Action...........................................................................39
              12.3    Exemption from Transfer Taxes..............................................................40
              12.4    Bar Dates for Certain Claims...............................................................40
              12.5    Payment of Statutory Fees..................................................................41
              12.6    Amendment or Modification of this Plan.....................................................41
              12.7    Severability of Plan Provisions............................................................42
              12.8    Successors and Assigns.....................................................................42
              12.9    Plan Supplement............................................................................42
              12.10   Revocation, Withdrawal or Non-Consummation.................................................42
              12.11   Notice.....................................................................................42
              12.12   Tax Reporting and Compliance...............................................................43
              12.13   Schedules..................................................................................43
              12.14   Filing of Additional Documents.............................................................43
INTRODUCTION

          Primary PDC, Inc. (f/k/a Polaroid Corporation) and its subsidiaries
and affiliates that are also debtors and debtors in possession, and the
Official Committee of Unsecured Creditors as "joint proponents of the plan"
within the meaning of section 1129 of the Bankruptcy Code, hereby propose the
following amended joint plan of reorganization which contemplates the
liquidation of the Debtors and the resolution of the outstanding claims
against and interests in the Debtors pursuant to section 1121(a) of the
Bankruptcy Code. Reference is made to the Disclosure Statement (as that term
is defined herein) for a discussion of the Debtors' history, business,
properties and operations, a summary and analysis of the Plan, and certain
related matters including, among other things, the proposed substantive
consolidation of the Debtors' estates. Subject to certain restrictions and
requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy
Rule 3019, the Proponents reserve the right to alter, amend, modify, revoke or
withdraw this Plan prior to its substantial consummation.

                                  ARTICLE I

                   DEFINED TERMS AND RULES OF INTERPRETATION

          Defined Terms. For purposes of this Plan, except as expressly
provided or unless the context otherwise requires, all capitalized terms have
the meanings ascribed to them in Article I of this Plan. Any term that is not
otherwise defined herein, but that is used in the Bankruptcy Code or the
Bankruptcy Rules, will have the meaning given to that term in the Bankruptcy
Code or the Bankruptcy Rules, as applicable. Whenever the context requires,
such terms shall include the plural as well as the singular number, the
masculine gender shall include the feminine, and the feminine gender shall
include the masculine.

          1.1   Administrative Claim means a Claim for costs and expenses of
administration of the Chapter 11 Cases Allowed under section 503(b), 507(b) or
1114(e)(2) of the Bankruptcy Code, including: (a) any actual and necessary
costs and expenses incurred after the Petition Date of preserving the Debtors'
Estates and operating the businesses of the Debtors (such as wages, salaries,
commissions for services and payments for inventories, leased equipment and
premises) and Claims of governmental units for taxes (including tax audit
Claims related to tax years commencing after the Petition Date, but excluding
Claims relating to tax periods, or portions thereof, ending on or before the
Petition Date); (b) compensation for legal, financial, advisory, accounting
and other services and reimbursement of expenses Allowed by the Bankruptcy
Court under section 328, 330, 331 or 503(b) of the Bankruptcy Code to the
extent incurred prior to the Effective Date; (c) all fees and charges assessed
against the Debtors' Estates under section 1930, chapter 123 of title 28,
United States Code; (d) Reclamation Claims to the extent not already paid; and
(e) Claims under the DIP Credit Agreement.

          1.2   Administrative Claim Reserve means the reserve maintained by
Reorganized Polaroid to pay Administrative Claims, Priority Tax Claims and
Non-Tax Priority Claims that first become Allowed Claims after the Effective
Date.

          1.3   Allowed means an Allowed Claim in a particular Class or category
specified. Any reference herein to a particular Allowed Claim includes both
the secured and unsecured portions of such Claim.

          1.4   Allowed Claim means:

               (a) a Claim that has been listed by a Debtor on its Schedules
as liquidated in amount and not disputed or contingent unless it is a Disputed
Claim for which an objection or request for estimation has been Filed by the
Claims Objection Deadline pursuant to Section 8.1 hereof; or

               (b) a Claim for which a proof of claim has been Filed by the
applicable Bar Date, or otherwise has been deemed timely Filed under
applicable law unless it is a Disputed Claim for which an objection or request
for estimation has been Filed by the Claims Objection Deadline pursuant to
Section 8.1 hereof (except for a Disputed Claim set forth in Section 1.36
hereof, for which no objection or request for estimation shall be required);
or

               (c) a Claim that is Allowed (i) by a Final Order; (ii) pursuant
to a settlement; or (iii) pursuant to the terms of this Plan; or

               (d) with respect to an Administrative Claim, an Administrative
Claim for which a Holder thereof Filed and served a request for payment of
such Administrative Claim unless it is a Disputed Claim for which an objection
or request for estimation has been Filed by the claims Objection Deadline
pursuant to Section 8.1 hereof (except for a Disputed Claim set forth in
Section 1.36 hereof, for which no objection or request for estimation shall be
required); or

               (e) any Disputed Claim as to which no objection or request for
estimation has been Filed before the Claims Objection Deadline; provided,
however, that no objection or request for estimation as to any Disputed Claim
set forth in Section 1.36 hereof need be Filed by the Claims Objection
Deadline and, until its resolution, such Disputed Claim shall not be
considered to be Allowed.

          The term "Allowed Claim" shall not, for purposes of computing
distributions under this Plan, include interest on such Claim from and after
the Petition Date, except as provided in section 506(b) of the Bankruptcy Code
or as otherwise expressly set forth in this Plan.

          1.5   Amended Certificate of Incorporation and By-Laws means
Reorganized Polaroid's amended and restated certificate of incorporation and
by-laws in effect under the laws of the State of Delaware, as amended by this
Plan.

          1.6   Ancillary Agreements means that certain (a) Registration Rights
Agreement, dated as of July 31, 2002 by and among the Purchaser, Polaroid and,
solely for the purpose of agreeing to be bound by the provisions of Section
7.1, 8.1 and 8.2 thereof, One Equity Partners, LLC; (b) Escrow Agreement,
dated as of July 31, 2002, by and among Purchaser, Polaroid, the subsidiaries
of Polaroid signatories thereto, and JPMorgan Chase, as escrow agent; (c)
Escrow Agreement, dated as of July 31, 2002, by and between Polaroid and
Fidelity National Title Insurance Company, as escrow agent; and (d) Transition
Services Agreement, dated as of July 31, 2002, by and among the Purchaser,
Polaroid and the subsidiaries of Polaroid signatories thereto.

          1.7   Asset Purchase Agreement means that certain Second Amended and
Restated Asset Purchase Agreement by and among the Purchaser, Polaroid and the
subsidiaries of Polaroid identified therein dated as of July 3, 2002.

          1.8   Available Cash means all Cash held by Reorganized Polaroid as of
the date ten (10) Business Days prior to the date of any distribution, other
than (a), with respect to distributions to be made on the Distribution Date,
(i) Cash to be distributed on the Distribution Date to Holders of Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Non-Tax Priority
Claims, Allowed Convenience Claims, and Allowed Secured Claims that became
Allowed Claims on or before the Effective Date and (ii) Restricted Cash, and
(b), with respect to distributions to be made on any Quarterly Distribution
Date, Restricted Cash.

          1.9   Available Stock means all Stock held by Reorganized Polaroid as
of the date ten (10) Business Days prior to the date of any distribution,
other than (a), with respect to distributions to be made on the Distribution
Date, (i) Stock to be distributed on the Distribution Date to Holders of
Allowed Class 3 General Unsecured Claims and (ii) Restricted Stock, and (b),
with respect to distributions to be made on any Quarterly Distribution Date,
Restricted Stock.

          1.10  Ballot means each of the ballot form or forms distributed to
each Holder of an Impaired Claim, on which the Holder is to indicate
acceptance or rejection of this Plan.

          1.11  Bankruptcy Code means title 11, United States Code, as now in
effect or hereafter amended.

          1.12  Bankruptcy Court means the United States Bankruptcy Court for
the District of Delaware in which the Chapter 11 Cases were commenced on
October 12, 2001, or any other court with jurisdiction over the Chapter 11
Cases.

          1.13  Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure and the local rules of the Bankruptcy Court, as now in effect or
hereafter amended.

          1.14  Bar Date means the applicable deadline by which a proof of
claim must have been or must be Filed, as established by an order of the
Bankruptcy Court, including the Bar Date Order and the Confirmation Order.
The term "Bar Date" also includes the deadline for Filing Fee Claims
established pursuant to Article XII hereof, the deadline for filing
Administrative Claims established pursuant to Article XII hereof and the
deadline for Filing Claims arising from rejection of executory contracts and
unexpired leases established pursuant to Article VII hereof.

          1.15  Bar Date Order means the Order (I) Setting a Final Date for
Filing Proofs of Claims and (II) Approving Form and Manner of Notice Thereof
entered by the Bankruptcy Court on March 22, 2002, as the same may have been
or hereafter may be amended, modified or supplemented.

          1.16  Business Day means any day, other than a Saturday, Sunday or
"legal holiday" (as defined in Bankruptcy Rule 9006(a)).

          1.17  Cash means legal tender of the United States of America and
equivalents thereof.

          1.18  Chapter 11 Cases means (a) when used with reference to a
particular Debtor, the chapter 11 case pending for that Debtor in the
Bankruptcy Court and (b) when used with reference to all Debtors, the chapter
11 cases pending for the Debtors in the Bankruptcy Court.

          1.19  Claim means a "claim," as defined in section 101(5) of the
Bankruptcy Code.

          1.20  Claims Objection Deadline means the last day for Filing
objections to Disputed Claims (other than Disputed Claims set forth in
Section 1.36 hereof, for which no objection or request for estimation shall
be required), which day shall be the later of (a) one hundred and twenty
(120) days after the Effective Date or (b) sixty (60) days after the Filing
of a proof of claim for, or request for payment of, such Claim.

          1.21  Class means a category of Holders of Claims or Interests, as
described in Article II hereof.

          1.22  Collateral means any property or interest in property of the
Debtors' Estates that is subject to a valid and enforceable lien to secure a
Claim.

          1.23  Confirmation Date means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order on the docket of the
Bankruptcy Court.

          1.24  Confirmation Hearing means the hearing held by the Bankruptcy
Court pursuant to section 1128 of the Bankruptcy Code to consider
confirmation of this Plan, as such hearing may be adjourned or continued from
time to time.

          1.25  Confirmation Order means the order of the Bankruptcy Court
confirming this Plan pursuant to section 1129 of the Bankruptcy Code.

          1.26  Convenience Claims means a Claim that would otherwise be
classified as a Class 3 General Unsecured Claim, but is Allowed in an amount
equal to or less than $25,000.

          1.27  Creditors' Committee means the statutory committee of
unsecured creditors appointed in the Chapter 11 Cases pursuant to section
1102 of the Bankruptcy Code.

          1.28  Debtor(s) means, individually, Polaroid or any of the
Subsidiary Debtors and, collectively, all of the above-captioned debtors and
debtors in possession.

          1.29  Delaware General Corporation Law means title 8 of the Delaware
Code, in effect as of the date hereof.

          1.30  Designated Representative means the person (and any successor
thereto) designated from time to time by the Plan Administrator to hold
office and serve as the sole officer and director of Reorganized Polaroid.

          1.31  DIP Agent means JPMorgan Chase Bank, successor to The Chase
Manhattan Bank, as Administrative Agent under the DIP Credit Agreement.

          1.32  DIP Credit Agreement means the Revolving Credit and Guaranty
Agreement dated as of October 12, 2001, among the Debtors, Chase Manhattan
Bank and each of the Lenders signatory thereto, as amended, modified or
supplemented.

          1.33  DIP Lenders means those entities identified as "Banks" in the
DIP Credit Agreement and their respective successors and assigns.

          1.34  Disbursing Agent means Reorganized Polaroid or any party
designated by Reorganized Polaroid to serve as disbursing agent under this
Plan.

          1.35  Disclosure Statement means the written disclosure statement
(including all schedules thereto or referenced therein) that relates to this
Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the
Bankruptcy Code, as the same may be amended, modified or supplemented.

          1.36  Disputed Claim means any Claim, including any Administrative
Claim, which has not been Allowed pursuant to this Plan, a Final Order or a
settlement stipulation, and

               (a) if no proof of claim has been Filed by the applicable Bar
Date: (i) a Claim that has been or hereafter is listed on the Schedules as
disputed, contingent or unliquidated; or (ii) a Claim that has been or
hereafter is listed on the Schedules as other than disputed, contingent or
unliquidated, but as to which the Debtors, Reorganized Polaroid, the Plan
Committee or any other party in interest has interposed a timely objection or
request for estimation in accordance with this Plan, the Bankruptcy Code and
the Bankruptcy Rules by the Claims Objection Deadline or, with respect to Fee
Claims and Administrative Claims, the deadline set forth in Article XII
hereof, as applicable, which objection or request for estimation has not been
withdrawn or determined by a Final Order or a settlement stipulation; or

               (b) if a proof of claim or request for payment of an
Administrative Claim has been Filed by the applicable Bar Date: (i) a Claim
for which no corresponding Claim has been or hereafter is listed on the
Schedules; (ii) a Claim for which a corresponding Claim has been or hereafter
is listed on the Schedules as other than disputed, contingent or
unliquidated, but the nature or amount of the Claim as asserted in the proof
of claim varies from the nature and amount of such Claim as listed on the
Schedules; (iii) a Claim for which a corresponding Claim has been or
hereafter is listed on the Schedules as disputed, contingent or unliquidated;
(iv) a Claim for which a timely objection or request for estimation is
interposed by the Debtors, Reorganized Polaroid, the Plan Committee or any
other party in interest in accordance with this Plan, the Bankruptcy Code and
the Bankruptcy Rules by the Claims Objection Deadline or, with respect to Fee
Claims and Administrative Claims, the deadline set forth in Article XII
hereof, as applicable, which objection or request for estimation has not been
withdrawn or determined by a Final Order or a settlement stipulation.

          1.37 Disputed Claim Amount means the lesser of (a) the
liquidated amount set forth in the proof of claim relating to a Disputed
Claim, (b) the amount estimated by the Bankruptcy Court for purposes of
distributions in respect of such Disputed Claim in accordance with section
502(c) of the Bankruptcy Code pursuant to Section 8.3 hereof, and (c) the
amount of such Disputed Claim Allowed by the Bankruptcy Court pursuant to
section 502 of the Bankruptcy Code, or zero, if such Disputed Claim is
disallowed in its entirety by the Bankruptcy Court pursuant to such section,
in either case, regardless of whether the order or judgment allowing or
disallowing such Claim has become a Final Order; provided, however, that in
the event a Claim has been disallowed, but the order of disallowance has not
yet become a Final Order, the Bankruptcy Court may require the Disbursing
Agent to reserve, and hold in trust for the benefit of each Holder of such
Claim, Cash and/or Stock in an amount equal to the Pro Rata distributions
which the Bankruptcy Court, in its discretion, determines will protect the
rights of such Holder under all of the facts and circumstances relating to
the order of disallowance and the appeal of such Holder from such order.

          1.38  Disputed Claims Reserve means the reserve of Cash and/or
Stock established as maintained by Reorganized Polaroid for Holders of Class
3 General Unsecured Claims on account of Disputed Class 3 General Unsecured
Claims.

          1.39  Distribution Date means the date, occurring as soon as
possible after the Effective Date, upon which distributions from Reorganized
Polaroid are made to Holders of Class 1, 2, 3 and 4 Claims.

          1.40  Distribution Record Date means the Confirmation Date.

          1.41  Effective Date means the Business Day the Plan becomes
effective as provided in Article IX hereof.

          1.42  Estate(s) means, individually, the estate of Polaroid or any
of the Subsidiary Debtors and, collectively, the estates of all of the
Debtors created under section 541 of the Bankruptcy Code.

          1.43  Fee Claim means an Administrative Claim under section 328,
330(a), 331, 503 or 1103 of the Bankruptcy Code for compensation of a
Professional or other entity for services rendered or expenses incurred in
the Chapter 11 Cases on or prior to the Effective Date (including expenses of
the members of the Creditors' Committee incurred as members of the Creditors'
Committee in discharge of their duties as such).

          1.44  Fee Order means the order under 11 U.S.C. ss.ss. 105(a) and
331 Establishing Procedures for Interim Compensation and Reimbursement of
Expenses of Professionals, dated November 5, 2001.

          1.45  File, Filed or Filing means file, filed or filing with the
Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

          1.46  Final Order means an order of the Bankruptcy Court as to which
the time to appeal, petition for certiorari or move for reargument or
rehearing has expired and as to which no appeal, petition for certiorari or
other proceedings for reargument or rehearing shall then be pending or as to
which any right to appeal, petition for certiorari, reargue or rehear shall
have been waived in writing in form and substance satisfactory to the
Proponents or Reorganized Polaroid or, in the event that an appeal, writ of
certiorari or reargument or rehearing thereof has been sought, such order of
the Bankruptcy Court shall have been determined by the highest court to which
such order was appealed, or certiorari, reargument or rehearing shall have
been denied and the time to take any further appeal, petition for certiorari
or move for reargument or rehearing shall have expired; provided, however,
that the possibility that a motion under Rule 59 or Rule 60 of the Federal
Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules,
may be filed with respect to such order shall not preclude such order from
being a Final Order.

          1.47  General Unsecured Claim means a Claim that is not an
Administrative Claim, Priority Tax Claim, Non-Tax Priority Claim, Convenience
Claim, Secured Claim, Other Secured Claim or Intercompany Claim.

          1.48  Holder means an entity holding a Claim or Interest and, with
respect to Note Claims, the beneficial Holder as of the applicable Voting
Record Date or any authorized agent who has completed and executed a Ballot
or on whose behalf a Master Ballot has been completed and executed in
accordance with the voting instructions.

          1.49  Impaired means, when used in reference to a Claim or Interest,
a Claim or Interest that is impaired within the meaning of section 1124 of
the Bankruptcy Code.

          1.50  Indenture Trustee means State Street Bank and Trust Company
(or any successor thereof) as indenture trustee under the 1997 Indenture.

          1.51  Initial Class 3 Distribution Amount means the amount of Stock
or Cash equal to the aggregate Pro Rata shares of Stock or Cash, as
applicable, to which Holders of Allowed Class 3 General Unsecured Claims are
entitled as of the Effective Date, which shall be subject to the appropriate
Reserves.

          1.52  Insured Claim means any Claim arising from an incident or
occurrence that is covered under the Debtors' insurance policies.

          1.53  Intercompany Claim means (a) any account reflecting
intercompany book entries by one Debtor with respect to any other Debtor or
(b) any Claim that is not reflected in such book entries and is held by a
Debtor against any other Debtor.

          1.54  Interest means the legal, equitable, contractual and other
rights of the Holders of Old Common Stock, including the rights of any entity
to purchase or demand the issuance of any of the foregoing, including (a)
conversion, exchange, voting, participation and dividend rights; (b)
liquidation preferences; (c) stock options, warrants and put rights; and (d)
share-appreciation rights.

          1.55 IRC means the Internal Revenue Code of 1986, as amended.

          1.56 IRS means Internal Revenue Service of the United States of
America.

          1.57 Lien means a charge against or interest in property to secure
payment of a debt or performance of an obligation.

                  1.58 Litigation Claims means the claims, rights of
          action, suits, or proceedings, whether in law or in equity, whether
known
or unknown, that the Debtors or their Estates may hold against any Person.

          1.59 Lump Sum Election means the option of a Holder of an Allowed
Class 3 Claim to elect to receive pursuant to the Plan a Cash distribution in
lieu of Available Stock otherwise allocated on account of such Allowed Class
3 Claim, subject to the terms and conditions set forth in Section 3.3 of this
Plan.

          1.60 Master Ballot means the ballot distributed to nominees or
Holders of record of the Notes to record the votes, if any, of the beneficial
Holders of such instruments.

          1.61 New Common Stock means the one share of Reorganized Polaroid
authorized under Section 4.5 of this Plan.

          1.62 Non-Tax Priority Claim means a Claim, other than an
Administrative Claim or Priority Tax Claim, that is entitled to priority in
payment pursuant to section 507(a) of the Bankruptcy Code.

          1.63 Note Claim means a Claim arising from or related to the Notes.

          1.64 Notes means those certain (i) 6 3/4 % Notes due January 15,
2002 issued by Polaroid under that certain Indenture dated January 9, 1997;
(ii) 7 1/4 % Notes due January 15, 2007 issued by Polaroid under that certain
Indenture dated January 9, 1997; and (iii) 11 1/2 % Notes due February 15,
2006 issued by Polaroid under that certain First Supplemental Indenture dated
as of February 17, 1999 (collectively, the "1997 Indenture").

          1.65 Old Common Stock means the common stock of Polaroid issued and
outstanding as of the Petition Date.

          1.66 Old Stock Options means any outstanding options to purchase
Old Common Stock, as of the Petition Date.

          1.67 Operating Reserve means the reserve account to be established
and maintained by Reorganized Polaroid into which Reorganized Polaroid shall
from time to time deposit Cash to fund, among other things, the expenses of
the Plan Administrator and Reorganized Polaroid, as set forth more fully in
the Plan Administration Agreement.

          1.68 Other Secured Claim means a Claim that is secured by a lien on
property in which a Debtor's Estate has an interest or that is subject to
setoff under section 553 of the Bankruptcy Code, to the extent of the value
of the Claim Holder's interest in the applicable Estate's interest in such
property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code or, in the case
of the setoff, pursuant to section 553 of the Bankruptcy Code.

          1.69 Petition Date means October 12, 2001, the date on which the
Debtors filed petitions for relief commencing the Chapter 11 Cases.

          1.70 Plan means this chapter 11 plan of reorganization, including
the Plan Supplement and all supplements, appendices and schedules thereto,
either in its present form or as the same may be altered, amended or modified
from time to time.

          1.71 Plan Administrator means the entity designated by the
Creditors' Committee, which person shall be reasonably acceptable to the
Purchaser and the Pre-Petition Agent, prior to the Confirmation Date and
approved by the Bankruptcy Court pursuant to the Confirmation Order to
administer this Plan in accordance with its terms and the Plan Administration
Agreement and to take such other actions as may be authorized under the Plan
Administration Agreement, and any successor thereto, provided that Wind Down
Associates shall be deemed reasonably acceptable to Purchaser and
Pre-Petition Agent.

          1.72 Plan Administration Agreement means the agreement between and
among Reorganized Polaroid and the Plan Administrator, specifying the rights,
duties and responsibilities of the Plan Administrator under this Plan, in
substantially the form set forth in Exhibit [_____________] to the Plan
Supplement.

          1.73 Plan Committee means the committee as implemented under
Section 4.10(b) of this Plan.

          1.74 Plan Supplement means the forms of documents specified in
Section 12.9 of this Plan.

          1.75 Polaroid means Primary PDC, Inc. (f/k/a Polaroid Corporation),
debtor and debtor-in-possession in Chapter 11 Case No. 01-10864 (PJW) pending
in the Bankruptcy Court.

          1.76 Polaroid Interests means, collectively, the Old Common Stock,
the Old Stock Options and the Subsidiary Interests, together with any other
options, warrants, conversion rights, rights of first refusal or other
rights, contractual or otherwise, to acquire or receive any Old Common Stock
or other ownership interests in Polaroid, and any contracts, subscriptions,
commitments or agreements pursuant to which the non-debtor party was or could
have been entitled to receive shares, securities or other ownership interests
in Polaroid.

          1.77 Pre-Petition Agent means JPMorgan Chase Bank, successor to
Morgan Guaranty Trust Company of New York as Administrative Agent, under the
Pre-Petition Credit Agreement.

          1.78 Pre-Petition Credit Agreement means that certain Amended and
Restated Credit Agreement among Polaroid, the lenders party thereto, Morgan
Guaranty Trust Company of New York, as Administrative Agent and Collateral
Agent and BankBoston, N.A., as Co-Agent dated as of December 11, 1998 as
amended.

          1.79 Pre-Petition Lenders means the lenders under the Pre-Petition
Credit Agreement.

          1.80 Priority Tax Claim means a Claim of a governmental unit of the
kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

          1.81 Proponents means the Debtors and the Creditors' Committee, as
joint proponents of this Plan.

          1.82 Pro Rata means a proportionate share, so that the ratio of (a)
the amount of property to be distributed on account of an Allowed Claim in
Class 3 or 4 to (b) the amount to be distributed on account of all Allowed
Claims in Classes 3 or 4 (as applicable) is the same as the ratio of (A) such
Allowed Claim to (B) the aggregate amount of all Allowed Claims in Class 3 or
4 (as applicable).

          1.83 Professional means (a) any professional employed in the
Chapter 11 Cases pursuant to section 327 or 1103 of the Bankruptcy Code or
otherwise and any professional or other entity seeking compensation or
reimbursement of expenses in connection with the Chapter 11 Cases pursuant to
section 503(b)(4) of the Bankruptcy Code.

          1.84 Purchaser means Polaroid Corporation, f/k/a OEP Imaging
Corporation, a Delaware Corporation.

          1.85 Quarter means the period beginning on the Effective Date and
ending on the next June 30, September 30, December 31 and March 31, and each
three-month period thereafter.

          1.86 Quarterly Distribution Date means the twentieth (20th) day
after the end of the Quarter following the Quarter in which the Effective
Date occurs and the twentieth (20th) day after the end of each subsequent
Quarter.

          1.87 Quarterly Class 3 Distribution Amount means, with respect to
each Quarterly Distribution Date, the amount of Available Cash and/or
Available Stock equal to the aggregate Pro Rata shares of Available Cash
and/or Available Stock to which Holders of Allowed Class 3 Claims are
entitled.

          1.88 Reclamation Claims means Claims for reclamation Allowed in
accordance with section 546(c)(2) of the Bankruptcy Code and the Order under
11 U.S.C.ss. 546 and Fed. R. Bankr. P. 9019 Approving Uniform Procedures for
Reconciliation and Payment of Reclamation Claims, entered by the Bankruptcy
Court on October 15, 2001, as the same may have been or may hereafter be
amended or modified, which Claims shall not include interest on any portion
thereof.

          1.89 Reinstated or Reinstatement means (i) leaving unaltered the
legal, equitable, and contractual rights to which a Claim entitles the Holder
of such Claim or Interest so as to leave such Claim or Interest unimpaired in
accordance with section 1124 of the Bankruptcy Code or (ii) notwithstanding
any contractual provision or applicable law that entitles the Holder of such
Claim to demand or receive accelerated payment of such Claim or Interest
after the occurrence of a default (a) curing any such default that occurred
before or after the Petition Date, other than a default of a kind specified
in section 365(b)(2) of the Bankruptcy Code; (b) reinstating the maturity of
such Claim or Interest as such maturity existed before such default; (c)
compensating the Holder of such Claim or Interest for any damages incurred as
a result of any reasonable reliance by such Holder on such contractual
provision or such applicable law; and (d) not otherwise altering the legal,
equitable, or contractual rights to which such Claim or Interest entitles the
Holder of such Claim or Interest ; provided, however, that any contractual
right that does not pertain to the payment when due of principal and interest
on the obligation on which such Claim or Interest is based, including, but
not limited to, financial covenant ratios, negative pledge covenants,
covenants or restrictions on merger or consolidation, and affirmative
covenants regarding corporate existence prohibiting certain transactions or
actions contemplated by this Plan, or conditioning such transactions or
actions on certain factors, shall not be required to be reinstated in order
to accomplish Reinstatement.

          1.90 Reorganized Polaroid means Polaroid, a Delaware corporation,
on or after the Effective Date.

          1.91 Reserves means, collectively, the Administrative Claims
Reserve, Disputed Claims Reserve, Operating Reserve and Unclaimed
Distribution Reserve.

          1.92 Restricted Cash means the Cash segregated (whether physically
or merely on the books and records of Reorganized Polaroid) by Reorganized
Polaroid to fund the Reserves.

          1.93 Restricted Stock means the Stock segregated (whether
physically or merely on the books and records of Reorganized Polaroid) by
Reorganized Polaroid to fund the Reserves.

          1.94 Sale Order means the Order under 11 U.S.C. ss.ss. 105(a), 363,
365 and 1146(c), and Bankruptcy Rules 2002, 6004, 6006 and 9014, (A)
Approving Asset Purchase Agreement; (B) Authorizing (i) Sale of Substantially
all of Debtors' Assets Free and Clear of Liens, Claims, Interests and
Encumbrances, (ii) Assumption and Assignment of Certain Executory Contracts
and Unexpired Leases, and (iii) Assumption of Certain Liabilities, entered by
the Bankruptcy Court on July 3, 2002.

          1.95 Schedules means the schedules of assets and liabilities, the
list of Holders of Interests and the statements of financial affairs Filed by
the Debtors on December 17, 2001, as such schedules have been or may be
further modified, amended or supplemented in accordance with Bankruptcy Rule
1009 or Orders of the Bankruptcy Court.

          1.96 Secured Claim means a Claim that is secured by a Lien on
property in which an Estate has an interest or that is subject to setoff
under section 553 of the Bankruptcy Code, to the extent of the value of the
Claim Holder's interest in the Estate's interest in such property or to the
extent of the amount subject to setoff, as applicable, as determined pursuant
to section 506(a.

          1.97 Secured Lenders means the entities identified as "Lenders"
under the Pre-Petition Credit Agreement and their respective successors and
assigns.

          1.98 Solicitation Order means the order entered by the Bankruptcy
Court establishing procedures with respect to the solicitation and tabulation
of votes to accept or reject this Plan.

          1.99 Stock means the common stock, par value $.001 per share (the
"Purchaser Common Stock"), of the Purchaser and the shares of Series A, 8%
Cumulative Compounding Preferred Stock, par value $.001 per share,
liquidation preference $100 per share (the "Purchaser Preferred Stock"), of
the Purchaser issued by Purchaser to the Debtors in connection with the Asset
Purchase Agreement.

          1.100 Subordinated Claims means any Claim subordinated pursuant to
sections 510(b) or (c) of the Bankruptcy Code.

          1.101 Subsidiary Debtors means, individually or collectively, a
Debtor or Debtors other than Polaroid, as applicable.

          1.102 Subsidiary Interests means, collectively, the issued and
outstanding shares of stock of the Subsidiary Debtors, as of the Petition
Date.

          1.103 Substantive Consolidation Order means the order, or provision
of the Confirmation Order, substantively consolidating the Chapter 11 Cases,
as provided in Section 4.2 of this Plan.

          1.104 Unit shall mean 34.483 shares of Purchaser Common Stock
together with one share of Purchaser Preferred Stock.

          1.105 Voting Deadline means the last day for submitting Ballots to
accept or reject this Plan in accordance with section 1126 of the Bankruptcy
Code, as specified in the Solicitation Order.

          1.106 Voting Record Date means [ ]

          1.107 Wind Down Associates means Wind Down Associates, LLC.

          1.108 Wind Down Engagement Letter means that certain letter
agreement, dated September 9, 2002, between Wind Down Associates and the
Creditors' Committee.

          Rules of Interpretation. For purposes of this Plan, unless
otherwise provided herein: (a) any reference in this Plan to a contract,
instrument, release or other agreement or document being in a particular form
or on particular terms and conditions means that such document will be
substantially in such form or substantially on such terms and conditions; (b)
any reference in this Plan to an existing document or schedule Filed or to be
Filed means such document or schedule, as it may have been or may be amended,
modified or supplemented pursuant to this Plan; (c) any reference to an
entity as a Holder of a Claim or Interest includes that entity's successors
and assigns; (d) all references in this Plan to Sections, Articles and
Schedules are references to Sections, Articles and Schedules of or to this
Plan; (e) the words "herein," "hereunder" and "hereto" refer to this Plan in
its entirety rather than to a particular portion of this Plan; (f) captions
and headings to Articles and Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the
interpretation of this Plan; (g) subject to the provisions of any contract,
certificates of incorporation, by-laws, instrument, release or other
agreement or document entered into in connection with this Plan, the rights
and obligations arising under this Plan shall be governed by, and construed
and enforced in accordance with, federal law, including the Bankruptcy Code
and Bankruptcy Rules; and (h) the rules of construction set forth in section
102 of the Bankruptcy Code shall apply.

          Computation of Time. In computing any period of time prescribed or
allowed by this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

          Governing Law. Unless otherwise required by federal law (including
the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of
Delaware shall govern the construction and implementation of this Plan and
any agreements, documents, and instruments executed in connection with this
Plan (unless such agreement, document or instrument provides otherwise) and
(ii) the laws of the state of incorporation of Polaroid shall govern
corporate governance matters with respect to Polaroid, in either case without
giving effect to the principles of conflicts of law of such state.

                                 ARTICLE II

                    CLASSIFICATION OF CLAIMS AND INTERESTS

          All Claims and Interests, except Administrative Claims and Priority
Tax Claims, are placed in the Classes set forth below. In accordance with
section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority
Tax Claims, as described below, have not been classified.

          This Plan constitutes a single plan of liquidation for all Debtors.
A Claim or Interest is placed in a particular Class only to the extent that
the Claim or Interest falls within the description of that Class, and is
classified in other Classes to the extent that any portion of the Claim or
Interest falls within the description of such other Classes. A Claim is also
placed in a particular Class for the purpose of receiving distributions
pursuant to this Plan only to the extent that such Claim is an Allowed Claim
in that Class and such Claim has not been paid, released or otherwise settled
prior to the Effective Date.

          2.1  Unclassified Claims.

               (a) Administrative Claims

               (b) Priority Tax Claims

          2.2  Unimpaired Classes of Claims.

               (a) Class 1: Non-Tax Priority Claims. Class 1 consists of all
Non-Tax Priority Claims.

               (b) Class 2: Other Secured Claims. Class 2 consists of all
Other Secured Claims.

           2.3 Impaired Classes of Claims.

               (a) Class 3: General Unsecured Claims. Class 3 consists of all
General Unsecured Claims.

               (b) Class 4: Convenience Claims. Class 4 consists of all
Convenience Claims.

               (c) Class 5: Intercompany Claims. Class 5 consists of all
Intercompany Claims.

           2.4 Impaired Class of Interests/Claims.

               (a) Class 6: Polaroid Interests and Subordinated Claims. Class
6 consists of all Polaroid Interests, Subsidiary Interests and any
Subordinated Claims.

                                 ARTICLE III

                      TREATMENT OF CLAIMS AND INTERESTS

          3.1 Unclassified Claims.

               (a) Administrative Claims. Except as otherwise provided for
herein, and subject to the requirements of Article XII hereof, on, or as soon
as reasonably practicable after (i) the Distribution Date if such
Administrative Claim is an Allowed Administrative Claim as of the Effective
Date or (ii) the first Quarterly Distribution Date after the date such
Administrative Claim becomes an Allowed Administrative Claim, each Holder of
an Allowed Administrative Claim shall receive in full satisfaction,
settlement and release of and in exchange for such Allowed Administrative
Claim (A) Cash equal to the unpaid portion of such Allowed Administrative
Claim or (B) such other treatment as to which the Proponents or Reorganized
Polaroid and the Holder of such Allowed Administrative Claim shall have
agreed upon in writing; provided, however, that Allowed Administrative Claims
with respect to liabilities incurred by the Debtors in the ordinary course of
business during the Chapter 11 Cases shall be paid in the ordinary course of
business in accordance with the terms and conditions of any agreements
relating thereto; provided further, however, that, unless otherwise approved
by order of the Court, no payment in excess of $50,000 shall be made on
account of an Allowed Administrative Claim without the prior written consent
of the Purchaser and Pre-Petition Agent, which consent shall not be
unreasonably withheld.

               (b) Priority Tax Claims. Each Holder of an Allowed Priority
Tax Claim, at the sole option of the Proponents or Reorganized Polaroid,
shall be entitled to receive on account of such Allowed Priority Tax Claim,
in full satisfaction, settlement, release and discharge of and in exchange
for such Allowed Priority Tax Claim, (A) equal Cash payments made on the last
Business Day of every three-month period following the Effective Date, over a
period not exceeding six (6) years after the assessment of the tax on which
such Claim is based, totaling the principal amount of such Claim plus simple
interest on any outstanding balance from the Effective Date calculated at the
interest rate available on ninety (90) day United States Treasuries on the
Effective Date or (B) such other treatment as to which the Proponents or
Reorganized Polaroid and the Holder of such Allowed Priority Tax Claim shall
have agreed upon in writing; provided, however, that any Claim or demand for
payment of a penalty (other than a penalty of the type specified in section
507(a)(8)(G) of the Bankruptcy Code) shall be disallowed pursuant to this
Plan, and the Holder of an Allowed Priority Tax Claim shall not assess or
attempt to collect such penalty from the Debtors or their Estates,
Reorganized Polaroid, the Plan Administrator or their property; provided
further, however, that, unless otherwise approved by order of the Court, no
payment in excess of $50,000 shall be made on account of an Allowed Priority
Tax Claim without the prior written consent of the Purchaser and Pre-Petition
Agent, which consent shall not be unreasonably withheld.

           3.2 Unimpaired Classes of Claims.

               (a) Class 1. Non-Tax Priority Claims. On, or as soon as
reasonably practicable after (i) the Distribution Date if such Non-Tax
Priority Claim is an Allowed Non-Tax Priority Claim as of the Effective Date
or (ii) the first Quarterly Distribution Date after the date such Non-Tax
Priority Claim becomes an Allowed Non-Tax Priority Claim, each Holder of an
Allowed Non-Tax Priority Claim shall receive in full satisfaction, settlement
and release of and in exchange for such Allowed Non-Tax Priority Claim (A)
Cash equal to the amount of such Allowed Non-Tax Priority Claim or (B) such
other treatment as to which the Proponents or Reorganized Polaroid and the
Holder of such Allowed Non-Tax Priority Claim have agreed upon in writing;
provided further, however, that, unless otherwise approved by order of the
Court, no payment in excess of $50,000 shall be made on account of an Allowed
Non-Tax Priority Claim without the prior written consent of the Purchaser and
Pre-Petition Agent, which consent shall not be unreasonably withheld.

               (b) Class 2: Other Secured Claims. Other Secured Claims will
receive one of the following two treatments: (i) on the Effective Date, the
legal, equitable and contractual rights of Holders of Allowed Other Secured
Claims shall be Reinstated, subject to the provisions of Article VI of this
Plan or (ii) on, or as soon as reasonably practicable after the Distribution
Date if such Other Secured Claim is an Allowed Other Secured Claim as of the
Effective Date, the Holder of an Allowed Other Secured Claim shall receive in
full satisfaction, settlement and release of and in exchange for such Allowed
Other Secured Claim (A) Cash equal to the amount of such Allowed Other
Secured Claim or (B) such other treatment as to which the Proponents or
Reorganized Polaroid and the Holder of such Allowed Other Secured Claim have
agreed upon in writing.

          3.3 Impaired Classes of Claims.

               (a) Class 3: General Unsecured Claims. Subject to the
occurrence of the Effective Date, on, or as soon as reasonably practicable
after (i) the Distribution Date if such General Unsecured Claim is an Allowed
General Unsecured Claim as of the Effective Date or (ii) the first Quarterly
Distribution Date after the date a Class 3 Claim becomes an Allowed Class 3
Claim, each Holder of an Allowed Class 3 Claim shall receive its Pro Rata
share of the Initial Class 3 Distribution Amount. On each ensuing Quarterly
Distribution Date, each Holder of an Allowed Class 3 Claim shall receive its
Pro Rata share of the Quarterly Class 3 Distribution Amount.

          Subject to the occurrence of the Effective Date and allowance of
its Claim, each Holder of an Allowed Class 3 Claim may elect, on such
Holder's ballot for voting on this Plan, to receive a cash payment of
approximately $110 for each Unit of Stock that such Holder would otherwise
have been entitled to receive in respect of its Allowed Class 3 Claim to the
extent such Holder had elected to receive Stock. The Lump Sum Election shall
apply to such Holder's entire Allowed Class 3 Claim. The Lump Sum Election
would substitute a cash distribution for a distribution of Stock. To the
extent any Holder fails to elect to receive Cash or Stock on such Holder's
ballot, the Holder will be deemed to have selected the Lump Sum Election. To
the extent a Holder does not return its Ballot, such Holder will be deemed to
have selected the Lump Sum Election.

          The Lump Sum Election price for the Stock is neither intended to
provide nor necessarily will provide Holders of Allowed Class 3 Claims with
the equivalent of the value of the Units of Stock such Holders otherwise
would have received. Indeed, the Lump Sum Election price is based on an
equity value for the Purchaser that is more than the value ascribed to the
Purchaser's equity by the financial advisors to the Creditors' Committee as
of the closing of the sale of the Debtors' assets to the Purchaser. The
increase in value is based, in part, on the Funding Source's agreement to
fund the Lump Sum Election at a price that takes into account the accreted
value of the Purchaser Preferred Stock. Accordingly, the Lump Sum Election is
included in this Plan to provide Holders of Allowed Class 3 Claims with an
opportunity to immediately liquidate their entitlement to their Pro Rata
share of Stock into cash for a fixed price and without a brokerage
commission. Further, the election would eliminate any risks associated with
the ability to trade the Stock in the future, particularly for small or odd
lot share holdings.

          Payments to satisfy the Lump Sum Election shall be funded by One
Equity Partners, LLC, or its designee (in either case, and solely in this
capacity, the "Funding Source") in an amount to permit each holder of an
Allowed Class 3 Claim to receive the Lump Sum Election in lieu of a
distribution of such holder's Pro Rata share of Stock. The Stock allocable to
any Allowed Class 3 Claim subject to the Lump Sum Election shall be delivered
to the Funding Source in exchange for its funding the applicable payments to
those Holders of Allowed Class 3 Claims who have made the Lump Sum Election.
If the Holder of a Disputed Class 3 Claim makes, or is deemed to have made,
the Lump Sum Election, then the lump sum payment allocable to such Claim
shall be held in escrow by the Debtors and/or Reorganized Polaroid, as
applicable, pending resolution of such Claim and paid once and to the extent
such Claim becomes an Allowed Class 3 Claim, with any interest earned on such
escrow to be paid to Reorganized Polaroid to the extent the Disputed Claim
becomes an Allowed Class 3 Claim and to the Funding Source to the extent the
Disputed Claim is disallowed.

               (b) Class 4: Convenience Claims. Subject to the occurrence of the
Effective Date, on, or as soon as reasonably practicable after (a) the
Distribution Date if such Convenience Claim is an Allowed Convenience Claim
as of the Effective Date or (b) the first Quarterly Distribution Date after
the date such Convenience Claim becomes an Allowed Convenience Claim, the
Holder of an Allowed Convenience Claim shall receive its Pro Rata share of
Cash in exchange for any Stock that would have otherwise been distributed on
account of such Allowed Convenience Claim.

          The Stock that would have otherwise been distributed to Holders of
Convenience Claims will be transferred to the Funding Source in exchange for
the agreement of the Funding Source to provide the Cash to be distributed on
account of such Convenience Claims.

               (c) Class 5: Intercompany Claims. In connection with, and as a
result of, the substantive consolidation of the Debtors' Estates and Chapter
11 Cases, on the Confirmation Date or such other date as may be set by an
order of the Bankruptcy Court, but subject to the occurrence of the Effective
Date, all Intercompany Claims shall be eliminated and the Holders of Class 5
Claims shall not be entitled to, and shall not, receive or retain any
property or interest in property on account of such Claims.

          3.4  Impaired Class of Interests and Subordinated Claims.

               (a) Class 6: Polaroid Interests and Subordinated Claims. In
connection with, and as a result of, the substantive consolidation of the
Debtors' Estates and Chapter 11 Cases, on the Confirmation Date or such other
date as may be set by an order of the Bankruptcy Court, but subject to the
occurrence of the Effective Date, all Subsidiary Interests shall be
eliminated. On the Effective Date, the Polaroid Interests shall be canceled
and the Holders of Polaroid Interests and Subordinated Claims shall not be
entitled to, and shall not, receive or retain any property or interest in
property on account of such Polaroid Interests or Subordinated Claims,
respectively.

          3.5  Special Provision Regarding Unimpaired Claims. Except as
otherwise provided in this Plan, the Confirmation Order, any other order of
the Bankruptcy Court, or any document or agreement enforceable pursuant to
the terms of this Plan, nothing shall affect the Debtors' or Reorganized
Polaroid's rights and defenses, both legal and equitable, with respect to any
Unimpaired Claims, including, but not limited to, all rights with respect to
legal and equitable defenses to setoffs or recoupments against Unimpaired
Claims.

                                 ARTICLE IV

                     MEANS FOR IMPLEMENTATION OF THE PLAN

          4.1 Rule 9019 Settlement and Compromise of Alleged Causes of Action
with Respect to Note Claims. The Debtors and the Creditors' Committee have
raised certain issues regarding the validity of the security interests
granted by the Debtors to the Holders of the Notes within ninety (90) days of
the Petition Date. Specifically, the Debtors and the Creditors' Committee
have asserted that such security interests are avoidable under the Bankruptcy
Code as preferential transfers and/or fraudulent conveyances. The Indenture
Trustee has agreed not to dispute these assertions in order to reach the
compromise and settlement described in this Plan. Accordingly, the provisions
of this Plan shall constitute a good faith compromise and settlement of the
potential avoidance actions or other disputes that could have been brought by
the Debtors, any Holder of a General Unsecured Claim or any other party in
interest, against the Indenture Trustee or any Holder of a Note Claim in
respect of any security interest granted to the Holders of the Notes (the
"Note Avoidance Actions") whether or not such Note Avoidance Actions have
been actually commenced as of the Effective Date. In addition, this Plan
shall be approved by the Bankruptcy Court as a settlement of all Note
Avoidance Actions and disputes between the Holders of General Unsecured
Claims, the Debtors and the Holders of Note Claims with respect thereto.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's
approval of this settlement pursuant to Bankruptcy Rule 9019 and its finding
that this is a good faith settlement pursuant to applicable state and federal
laws, given and made after due notice and opportunity for hearing, and shall
bar any other causes of action related to the Note Avoidance Actions or any
claims or causes of action against any party including without limitation,
the Holders of the Notes and the Indenture Trustee, in respect of the
granting of the security interests or the avoidance thereof by any Holder of
a General Unsecured Claim, the Debtors or any other party in interest.
Accordingly, pursuant to this Plan, the Note Claims shall be deemed General
Unsecured Claims and the Holders of Note Claims will be treated as Holders of
General Unsecured Claims.

          4.2  Substantive Consolidation.

               (a) Consolidation of the Chapter 11 Cases. This Plan
contemplates and is predicated upon entry of an order substantively
consolidating the Debtors' Estates and Chapter 11 Cases for the purposes of
all actions associated with confirmation and consummation of this Plan. On
the Confirmation Date or such other date as may be set by an order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date, (i)
all Intercompany Claims by, between and among the Debtors shall be
eliminated, (ii) all assets and liabilities of the Subsidiary Debtors shall
be merged or treated as if they were merged with the assets and liabilities
of Polaroid, (iii) any obligation of a Debtor and all guarantees thereof by
one or more of the other Debtors shall be deemed to be one obligation of
Polaroid, (iv) the Subsidiary Interests shall be cancelled, and (v) each
Claim filed or to be filed against any Debtor shall be deemed filed only
against Polaroid and shall be deemed a single Claim against and a single
obligation of Polaroid. On the Confirmation Date, and in accordance with the
terms of this Plan and the consolidation of the assets and liabilities of the
Debtors, all Claims based upon guarantees of collection, payment or
performance made by the Debtors as to the obligations of another Debtor shall
be released and of no further force and effect.

               (b) Substantive Consolidation Order. Unless the Bankruptcy
Court has approved the substantive consolidation of the Chapter 11 Cases by a
prior order, this Plan shall serve as, and shall be deemed to be, a motion
for entry of an order substantively consolidating the Debtors' Chapter 11
Cases. If no objection to substantive consolidation is timely filed and
served by any Holder of an Impaired Claim affected by this Plan as provided
herein on or before the Voting Deadline or such other date as may be
established by the Bankruptcy Court, the Substantive Consolidation Order
(which may be the Confirmation Order) may be entered by the Bankruptcy Court.
If any such objections are timely filed and served, a hearing with respect to
the substantive consolidation of the Chapter 11 Cases and the objections
thereto shall be scheduled by the Bankruptcy Court, which hearing may, but is
not required to, coincide with the Confirmation Hearing.

          4.3  Merger of Subsidiaries into Polaroid. On the Effective Date or
as soon thereafter as practicable, (a) the members of the board of directors
of each of the Subsidiary Debtors shall be deemed to have resigned, (b) each
of the Subsidiary Debtors shall be merged with and into Polaroid and (c) the
Chapter 11 Cases of the Subsidiary Debtors shall be closed, following which
any and all proceedings that could have been brought or otherwise commenced
in the Chapter 11 Case of any Subsidiary Debtor shall be brought or otherwise
commenced in Polaroid's Chapter 11 Case.

          4.4  Continued Corporate Existence; Dissolution of Reorganized
Polaroid. Polaroid shall continue to exist as Reorganized Polaroid after the
Effective Date in accordance with the laws of the State of Delaware and
pursuant to the certificate of incorporation and by-laws in effect prior to
the Effective Date, except to the extent such certificate of incorporation
and by-laws are amended under this Plan, for the limited purpose of
distributing all of the assets of the Debtors' Estates. As soon as
practicable after the Plan Administrator exhausts the assets of the Debtors'
Estates by making the final distribution of Cash and/or Stock under this Plan
and the Plan Administration Agreement, the Plan Administrator shall (a)
effectuate the dissolution of Reorganized Polaroid in accordance with the
laws of the State of Delaware and (b) and cause its Designated Representative
to resign as the sole officer and sole director of Reorganized Polaroid.

          4.5  Certificate of Incorporation and By-laws. The certificate of
incorporation and by-laws of Polaroid shall be amended as necessary to
satisfy the provisions of this Plan and the Bankruptcy Code. The certificate
of incorporation of Reorganized Polaroid shall be amended to, among other
things: (a) authorize one share of New Common Stock, $0.01 par value per
share, (b) provide, pursuant to section 1123(a)(6) of the Bankruptcy Code,
for a provision prohibiting the issuance of non-voting equity securities, and
(c) limit the activities of Reorganized Polaroid to matters related to the
implementation of this Plan. The Amended Certificate of Incorporation and
By-Laws will be filed with the Bankruptcy Court on or before the date of the
Confirmation Hearing.

          4.6  Ownership of New Common Stock; Directors and Officers;
Effectuating Documents; Further Transactions. On the Effective Date,
Reorganized Polaroid shall issue the New Common Stock to the Plan
Administrator. The Plan Administrator shall not sell, transfer or otherwise
dispose of the New Common Stock absent the prior written consent of the Plan
Committee or the Bankruptcy Court. The Plan Administrator shall sell,
transfer or otherwise dispose of the New Common Stock, and shall vote the New
Common Stock on any matter requiring a vote of shareholders under the
Delaware Corporation Law, in accordance with the written directions of the
Plan Committee or the Bankruptcy Court. From and after the Effective Date,
the Designated Representative shall serve as the sole officer and sole
director of Reorganized Polaroid. The Plan Administrator, acting by and
through the Designated Representative, shall be authorized to execute,
deliver, file or record such documents, instruments, releases and other
agreements and to take such actions as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Plan.

          4.7  The Plan Administrator.

               (a) Appointment. Prior to the Confirmation Date, the
Creditors' Committee shall designate an entity, which entity shall be
reasonably acceptable to Purchaser and Pre-Petition Agent, to serve as the
Plan Administrator pursuant to the Plan Administration Agreement and this
Plan, until the resignation or discharge and the appointment of a successor
Plan Administrator in accordance with the Plan Administration Agreement.
Pursuant to this Plan, Wind Down Associates shall be deemed reasonably
acceptable to Purchaser and Pre-Petition Agent.

               (b) Rights, Powers and Duties of Reorganized Polaroid and the
Plan Administrator. Reorganized Polaroid shall retain and have all the
rights, powers and duties necessary to carry out its responsibilities under
this Plan. Such rights, powers and duties, which shall be exercisable by the
Plan Administrator on behalf of Reorganized Polaroid pursuant to this Plan
and the Plan Administration Agreement, shall include, among others:

                    (i) investing Reorganized Polaroid's Cash, including, but
     not limited to, the Cash held in the Reserves in (A) direct obligations
     of the United States of America or obligations of any agency or
     instrumentality thereof which are guaranteed by the full faith and
     credit of the United States of America; (B) short term obligations of
     the United States Treasury and repurchase agreements fully
     collateralized by obligations of the United States Treasury, including
     funds consisting solely or primarily of such obligations and repurchase
     agreements; (C) money market deposit accounts, checking accounts,
     savings accounts or certificates of deposit, or other time deposit
     accounts that are issued by a commercial bank or savings institution
     organized under the laws of the United States of America or any state
     thereof; or (D) any other investments that may be permissible under (I)
     section 345 of the Bankruptcy Code or (II) any order of the Bankruptcy
     Court entered in the Debtors' Chapter 11 cases;

                    (ii) calculating and paying all distributions to be made
     under this Plan, the Plan Administration Agreement and other orders of
     the Bankruptcy Court to Holders of Allowed Administrative Claims,
     Allowed Priority Tax Claims, Allowed Non-Tax Priority Claims, Allowed
     Other Secured Claims, Allowed Convenience Claims, and Allowed General
     Unsecured Claims;

                    (iii) employing, supervising and compensating
     professionals retained to represent the interests of and serve on behalf
     of Reorganized Polaroid;

                    (iv) making and filing tax returns for any of the Debtors
     or Reorganized Polaroid;

                    (v) objecting to (or allowing and paying) Claims or
     Interests filed against any of the Debtors' Estates on any basis,
     provided that the Plan Administrator shall consult, in good faith, with
     the Purchaser and the Pre-Petition Agent (except that the Plan
     Administrator shall not be required to consult with the Pre-Petition
     Agent with respect to General Unsecured Claims) with respect to such
     objections, allowance and payment;

                    (vi) seeking estimation of contingent or unliquidated
     claims under section 502 (c) of the Bankruptcy Code;

                    (vii) seeking determination of tax liability under
     section 505 of the Bankruptcy Code;

                    (viii) prosecuting avoidance actions under sections 544,
     545, 547, 548, 549 and 553 of the Bankruptcy Code;

                    (ix) prosecuting turnover actions under sections 542 and
     543 of the Bankruptcy Code;

                    (x) prosecuting, settling, dismissing or otherwise
     disposing of the Litigation Claims;

                    (xi) dissolving Reorganized Polaroid;

                    (xii) exercising all powers and rights, and taking all
     actions, contemplated by or provided for in the Plan Administration
     Agreement; and

                    (xiii) taking any and all other actions necessary or
     appropriate to implement or consummate this Plan and the provisions of
     the Plan Administration Agreement.

               (c) Compensation of the Plan Administrator. The Plan
Administrator shall be compensated from the Operating Reserve pursuant to the
terms of the Wind Down Engagement Letter. Any professionals retained by the
Plan Administrator shall be entitled to reasonable compensation for services
rendered and reimbursement of expenses incurred from the Operating Reserve.
The payment of the fees and expenses of the Plan Administrator and its
retained professionals shall be made in the ordinary course of business and
shall not be subject to the approval of the Bankruptcy Court but shall be
subject to review by the Plan Committee.

          Reorganized Polaroid and the Estates shall, to the fullest extent
permitted by the laws of the State of Delaware, indemnify and hold harmless
the Plan Administrator (in its capacity as such) and the Plan Administrator's
and Reorganized Polaroid's agents, representatives, professionals and
employees, including, without limitation, the Designated Representative
(collectively the "Indemnified Parties") from and against and with respect to
any and all liabilities, losses, damages, claims, costs and expenses,
including but not limited to attorneys' fees, arising out of or due to their
actions or omissions, or consequences of such actions or omissions, with
respect to Reorganized Polaroid and the Estates or the implementation or
administration of this Plan and the Plan Administration Agreement, if the
Indemnified Party acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of Reorganized Polaroid and the
Estates and, with respect to any criminal action or proceeding, had no
reasonable cause to believe its conduct was unlawful. To the extent
Reorganized Polaroid and the Estates indemnify and hold harmless the
Indemnified Parties as provided above, the legal fees and related costs
incurred by counsel to the Plan Administrator in monitoring and participating
in the defense of such claims giving rise to the right of indemnification
shall be paid out of the Operating Reserve. The indemnification provisions of
the Plan Administration Agreement shall remain available to and be binding
upon any former Plan Administrator and shall survive the termination of the
Plan Administration Agreement.

               (d) Insurance. The Plan Administrator shall be authorized to
obtain all reasonably necessary insurance coverage for itself, its agents,
representatives, employees or independent contractors, and Reorganized
Polaroid, including, but not limited to, coverage with respect to (i) any
property that is or may in the future become the property of Reorganized
Polaroid and (ii) the liabilities, duties and obligations of the Plan
Administrator and its agents, representatives, employees or independent
contractors under the Plan Administration Agreement (in the form of an errors
and omissions policy or otherwise), the latter of which insurance coverage
may, at the sole option of the Plan Administrator, remain in effect for a
reasonable period (not to exceed seven years) after the termination of the
Plan Administration Agreement.

               (e) Authority to Object to Claims and Interests and to Settle
Disputed Claims. Prior to the Effective Date, (x) the Creditors' Committee
shall be primarily responsible for the reconciliation and allowance of
General Unsecured Claims and Convenience Claims, provided that, the
Creditors' Committee shall consult, in good faith, with the Debtors and the
Purchaser with respect to such reconciliation and allowance of such General
Unsecured Claims Convenience Claims; and (y) the Debtors shall be primarily
responsible for the reconciliation, allowance or payment of administrative,
priority, or secured claims, provided that, the Debtors shall consult, in
good faith, with the Creditors' Committee, the Purchaser and the Pre-Petition
Agent with respect to such reconciliation, allowance and payment of
administrative or priority claims. From and after the Effective Date, the
Plan Administrator shall be primarily responsible for the claims
reconciliation process with respect to the allowance and payment of general
unsecured, administrative, priority, or secured claims and shall be
authorized (i) to object to any Claims or Interests filed against any of the
Debtors' Estates and (ii) pursuant to Bankruptcy Rule 9019(b) and section
105(a) of the Bankruptcy Code, to compromise and settle Disputed Claims, in
accordance with the following procedures, which shall constitute sufficient
notice in accordance with the Bankruptcy Code and the Bankruptcy Rules for
compromises and settlements of claims, provided that, the Plan Administrator
shall consult, in good faith, with the Plan Committee, Purchaser and
Pre-Petition Agent with respect to such reconciliation, allowance and payment
of such claims as provided herein:

                    (i) If the proposed settlement amount of a Disputed Claim
     Amount of the Disputed Claim is less than $50,000, Reorganized Polaroid
     and the Plan Administrator shall be authorized and empowered to settle
     such Disputed Claim and execute necessary documents, including a
     stipulation of settlement or release, without notice to any party;

                    (ii) If the proposed settlement amount of a Disputed
     Claim Amount of the Disputed Claim is equal to or more than $50,000 but
     less than $1,000,000, Reorganized Polaroid and the Plan Administrator
     shall be authorized and empowered to settle such Disputed Claim and
     execute necessary documents, including a stipulation of settlement or
     release, upon five (5) Business Days' written notice to the Plan
     Committee, the Pre-Petition Agent and the Purchaser; and

                    (iii) If the proposed settlement amount of a Disputed
     Claim Amount of the Disputed Claim is equal to or greater than
     $1,000,000, Reorganized Polaroid and the Plan Administrator shall be
     authorized and empowered to settle such Disputed Claim and execute
     necessary documents, including a stipulation of settlement or release,
     only following five (5) days' written notice to the Plan Committee, the
     Pre-Petition Agent and the Purchaser and upon receipt of Bankruptcy
     Court approval of such settlement.

          If the Plan Committee, the Pre-Petition Agent or the Purchaser
objects to the proposed settlement of a Disputed Claim within the foregoing
prescribed time deadlines, then (A) if the Plan Committee, the Pre-Petition
Agent or the Purchaser withdraws for any reason its objection to such
settlement, the Plan Administrator may enter into the proposed settlement
without further notice and a hearing or entry of an order of the Bankruptcy
Court or (B) if the Plan Committee, the Pre-Petition Agent or the Purchaser
does not withdraw its objection, the Plan Administrator shall have the option
of (I) forgoing entry into the settlement agreement that is the subject of
the Plan Committee's, the Pre-Petition Agent's or the Purchaser's objection,
(II) modifying the terms of the settlement agreement in a way that results in
the Plan Committee, the Pre-Petition Agent or the Purchaser withdrawing its
objection, or (III) following five (5) days' written notice to the Plan
Committee, the Pre-Petition Agent and the Purchaser, seeking an order of the
Bankruptcy Court authorizing the Plan Administrator to enter into the
settlement agreement over the Plan Committee's, the Pre-Petition Agent's or
the Purchaser's objection.

          4.8  No Revesting of Assets. The property of the Debtors' Estates
shall not be vested in the Debtors on or following the Confirmation Date or
the Effective Date but shall remain property of the Estate(s) and continue to
be subject to the jurisdiction of the Bankruptcy Court following confirmation
of this Plan until distributed to Holders of Allowed Claims in accordance
with the provisions of this Plan, the Plan Administration Agreement and the
Confirmation Order. From and after the Effective Date, all such property
shall be distributed in accordance with the provisions of this Plan, the Plan
Administration Agreement and the Confirmation Order.

          4.9  Preservation of Rights of Action; Settlement of Litigation
Claims.

               (a) Preservation of Rights of Action. Except as otherwise
provided in the Asset Purchase Agreement, this Plan, the Confirmation Order,
or in any document, instrument, release or other agreement entered into in
connection with this Plan, in accordance with section 1123(b) of the
Bankruptcy Code, the Debtors and their Estates shall retain the Litigation
Claims. The Plan Administrator and Reorganized Polaroid, as the successor in
interest to the Debtors, may, in consultation with the Plan Committee,
enforce, sue on, settle or compromise (or decline to do any of the foregoing)
any or all of the Litigation Claims. The failure of the Debtors to list a
claim, right of action, suit or proceeding on Exhibit [_] to the Plan
Supplement shall not constitute a waiver or release by the Debtors or their
Estates of such claim, right of action, suit or proceeding.

               (b) Settlement of Litigation Claims. At any time after the
Confirmation Date and before the Effective Date, notwithstanding anything in
this Plan to the contrary, the Debtors with the consent of the Creditors'
Committee may settle some or all of the Litigation Claims with the approval
of the Bankruptcy Court pursuant to Bankruptcy Rule 9019.

          4.10 Creditors' Committee and Plan Committee.

               (a) Dissolution of Creditors' Committee. The Creditors'
Committee shall continue in existence until the Effective Date to exercise
those powers and perform those duties specified in section 1103 of the
Bankruptcy Code and shall perform such other duties as it may have been
assigned by the Bankruptcy Court prior to the Effective Date. On the
Effective Date, the Creditors' Committee shall be dissolved and its members
shall be deemed released of all their duties, responsibilities and
obligations in connection with the Chapter 11 Cases or this Plan and its
implementation, and the retention or employment of the Creditors' Committee's
attorneys, accountants and other agents shall terminate. All expenses of
Creditors' Committee members and the fees and expenses of their professionals
through the Effective Date shall be paid in accordance with the terms and
conditions of the Fee Order.

               (b) Creation of Plan Committee; Procedures. On the Effective
Date, the Plan Committee shall be formed and constituted. The Plan Committee
shall consist of at least two (2), but no more than three (3), members who
shall be selected by the Creditors' Committee and whose identities shall be
disclosed to the Bankruptcy Court at the Confirmation Hearing. In the event
that no one is willing to serve on the Plan Committee or there shall have
been no Plan Committee members for a period of thirty (30) consecutive days,
then the Plan Administrator may, during such vacancy and thereafter, ignore
any reference in this Plan, the Plan Administration Agreement or the
Confirmation Order to a Plan Committee, and all references to the Plan
Committee's ongoing duties and rights in this Plan, the Plan Administration
Agreement and the Confirmation Order shall be null and void.

               (c) Function and Duration; Compensation and Expenses. The Plan
Committee (i) shall be responsible for (A) instructing and supervising
Reorganized Polaroid and the Plan Administrator with respect to their
responsibilities under this Plan and the Plan Administration Agreement, (B)
reviewing the prosecution of adversary and other proceedings, if any,
including proposed settlements thereof, (C) reviewing objections to and
proposed settlements of Disputed Claims, (D) performing such other duties
that may be necessary and proper to assist the Plan Administrator and its
retained professionals, and (ii) shall remain in existence until such time as
the final distributions under this Plan have been made by Reorganized
Polaroid. The members of the Plan Committee shall serve without compensation
for their performance of services as members of the Plan Committee, except
that they shall be entitled to reimbursement of reasonable expenses by
Reorganized Polaroid.

               (d) Liability; Indemnification. Neither the Plan Committee,
nor any of its members or designees, nor any duly designated agent or
representative of the Plan Committee, or their respective employees, shall be
liable for the act or omission of any other member, designee, agent or
representative of the Plan Committee, nor shall any member be liable for any
act or omission taken or omitted to be taken in its capacity as a member of
the Plan Committee, other than acts or omissions resulting from such member's
willful misconduct or gross negligence. Reorganized Polaroid shall indemnify
and hold harmless the Plan Committee and its members and designees, and any
duly designated agent or representative thereof (in their capacity as such),
from and against and with respect to any and all liabilities, losses,
damages, claims, costs and expenses, including but not limited to attorneys'
fees arising out of or due to their actions or omissions, or consequences of
such actions or omissions, other than as a result of their willful misconduct
or gross negligence, with respect to Reorganized Polaroid or the
implementation or administration of this Plan. To the extent Reorganized
Polaroid indemnifies and holds harmless the Plan Committee and its members
and designees, or any duly designated agent or representative thereof (in
their capacity as such), as provided above, the legal fees and related costs
incurred by counsel to the Plan Committee, if any, in monitoring and
participating in the defense of such claims giving rise to the right of
indemnification shall be paid out of the Operating Reserve.

          4.11 Cancellation of Securities, Instruments and Agreements
Evidencing Claims and Interests. Except as otherwise provided in this Plan
and in any contract, instrument or other agreement or document created in
connection with this Plan, on the Effective Date and concurrently with the
applicable distributions made pursuant to this Article IV, the promissory
notes, share certificates (including treasury stock), other instruments
evidencing any Claims or Interests, and all options, warrants, calls, rights,
puts, awards, commitments or any other agreements of any character to acquire
such Interests shall be deemed canceled and of no further force and effect,
without any further act or action under any applicable agreement, law,
regulation, order or rule, and the obligations of the Debtors under the
notes, share certificates and other agreements and instruments governing such
Claims and Interests shall be discharged. The Holders of or parties to such
cancelled notes, share certificates and other agreements and instruments
shall have no rights arising from or relating to such notes, share
certificates and other agreements and instruments or the cancellation
thereof, except the rights provided pursuant to this Plan. On the Effective
Date, the 1997 Indenture shall be cancelled and have no further force and
effect, except, that the cancellation of the 1997 Indenture (i) shall not
impair the rights under this Plan of the Holders of Note Claims and the
Indenture Trustee governed by such 1997 Indenture; and (ii) shall not impair
the rights of the Indenture Trustee under such 1997 Indenture vis-a-vis
Holders of Note Claims, including any lien and priority rights of the
Indenture Trustee.

          4.12 Sources of Cash for Plan Distributions. Except as
otherwise provided in this Plan or the Confirmation Order, all Cash necessary
for Reorganized Polaroid and the Plan Administrator to make payments pursuant
to this Plan shall be obtained from the Debtors' cash balances and the
liquidation of the Debtors' remaining non-Cash assets, if any, and solely
with respect to the funding of the Lump Sum Election, the Funding Source.
Cash payments to be made pursuant to this Plan shall be made by Reorganized
Polaroid (or any successor thereto) or, if the Disbursing Agent is an entity
other than Reorganized Polaroid, the Disbursing Agent.

          4.13 Sources of Stock for Plan Distributions. Except as
otherwise provided in this Plan or the Confirmation Order, all Stock
necessary for Reorganized Polaroid and the Plan Administrator to make
distributions pursuant to this Plan shall be obtained from the Debtors'
Reserves. Stock distributions to be made pursuant to this Plan shall be made
by Reorganized Polaroid (or any successor thereto) or, if the Disbursing
Agent is an entity other than Reorganized Polaroid, the Disbursing Agent.

          4.14 Applicability of Bankruptcy Code Sections 1145 and
1125(e). (a) The Purchaser shall be deemed to be a "successor" to the Debtors
for the limited purpose of the provisions of section 1145 of the Bankruptcy
Code with respect to the Stock, but not for any other purpose or in any other
context, and the distribution of Stock under the terms of this Plan to the
Holders of Allowed Class 3 General Unsecured Claims shall constitute the
offer or sale under a plan of the Debtors of a security of a successor to the
Debtors under such plan in exchange for a claim against, an interest in, or a
claim for an administrative expense in the Chapter 11 Cases, such that
pursuant to section 1145(a)(1) of the Bankruptcy Code, the issuance of the
Stock, to the extent the Stock constitutes "securities" under applicable law,
shall be exempt from requirements of section 5 of the Securities Act of 1933,
as amended, and any other federal, state, or local laws requiring
registration for offer or sale of securities (collectively, the "Securities
Laws").

               (b) Solely for the limited purpose of the provisions of
section 1125(e) of the Bankruptcy Code, the Purchaser and the Funding Source
shall be deemed to have participated, in good faith and in compliance with
the applicable provisions of the Bankruptcy Code, in the offer, issuance,
sale, or purchase of a security, offered or sold under the Plan, of a newly
organized successor to the Debtors under the Plan, and therefore, pursuant to
section 1125(e) of the Bankruptcy Code, are not liable for violation of any
applicable law, rule, or regulation governing the offer, issuance, sale, or
purchase of securities.

          4.15 Release of Liens. Except as otherwise provided in this Plan,
the Confirmation Order or in any document, instrument or other agreement
created in connection with this Plan, on the Effective Date, all mortgages,
deeds of trust, liens or other security interests against the property of the
Estates shall be released.

          4.16 Exemption from Certain Transfer Taxes. Pursuant to section
1146(c) of the Bankruptcy Code, any transfers from the Debtors to Reorganized
Polaroid pursuant to this Plan shall not be subject to any document recording
tax, stamp tax, conveyance fee, intangibles, sales, use, or similar tax,
mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or
other similar tax or governmental assessment, and the Confirmation Order
shall direct the appropriate state or local governmental officials or agents
to forgo the collection of any such tax or governmental assessment and to
accept for filing and recordation any of the foregoing instruments or other
documents without the payment of any such tax or governmental assessment.

          4.17 Estate Costs. The Debtors and/or their successor(s), including
the Plan Administrator, shall incur estate costs in a reasonable and
cost-effective manner, provided, however, that the retention of the
Creditors' Committee's current professionals is deemed reasonable and
cost-effective.

                                  ARTICLE V

                     ACCEPTANCE OR REJECTION OF THE PLAN

          5.1 Classes Entitled to Vote. Because Class 3 General Unsecured
Claims and Class 4 Convenience Claims will (or may) receive or retain
property or an interest in property under this Plan, these Classes shall be
entitled to vote to accept or reject this Plan. Ballots shall be cast and
tabulated on a consolidated basis, in accordance with the expected
substantive consolidation of the Debtors' Estates and Chapter 11 Cases. By
operation of law, each Unimpaired Class of Claims is deemed to have accepted
this Plan and, therefore, is not entitled to vote to accept or reject this
Plan. Because Holders of Class 5 Intercompany Claims and Class 6 Polaroid
Interests and Subordinated Claims are not entitled to receive or retain any
property under this Plan, Classes 5 and 6 are presumed to have rejected this
Plan and, therefore, are not entitled to vote on this Plan.

          5.2 Acceptance by Impaired Classes. An Impaired Class of Claims
which is entitled to vote shall have accepted this Plan if (a) the Holders
(other than any Holder designated under section 1126(e) of the Bankruptcy
Code) of at least two-thirds (b) in amount of the Allowed Claims actually
voting in such Class have voted to accept this Plan and (b) the Holders
(other than any Holder designated under section 1126(e) of the Bankruptcy
Code) of more than one-half (1/2) in number of the Allowed Claims actually
voting in such Class have voted to accept this Plan.

          5.3 Cramdown. The Debtors will request Confirmation of this Plan,
as it may be modified from time to time, under section 1129(b) of the
Bankruptcy Code with respect to Classes 5 and 6, which are deemed to have
rejected this Plan. In addition, if any other impaired Class of Claims
entitled to vote shall not accept this Plan by the requisite majorities
provided in section 1126(c) or 1126(d) of the Bankruptcy Code, as applicable,
the Debtors reserve the right to amend this Plan in accordance with Section
12.6 hereof or to undertake to have the Bankruptcy Court confirm this Plan
under section 1129(b) of the Bankruptcy Code or both.

                                 ARTICLE VI

                      PROVISIONS GOVERNING DISTRIBUTIONS

          6.1 Distributions for Claims Allowed as of the Effective Date.
Except as otherwise provided herein or as ordered by the Bankruptcy Court,
distributions to be made on account of Claims that are Allowed Claims as of
the Effective Date shall be made on the Distribution Date or as soon
thereafter as is practicable. Any distribution to be made on the Effective
Date pursuant to this Plan shall be deemed as having been made on the
Effective Date if such distribution is made on the Effective Date or as soon
thereafter as is practicable. Any payment or distribution required to be made
under this Plan on a day other than a Business Day shall be made on the next
succeeding Business Day. Distributions on account of Claims that first become
Allowed Claims after the Effective Date shall be made pursuant to the terms
and conditions of the Plan Administration Agreement and Articles III, VI and
VIII of this Plan.

          6.2 Interest on Claims. Unless otherwise specifically provided for
in this Plan or Confirmation Order, or required by applicable bankruptcy law,
postpetition interest shall not accrue or be paid on any Claims, and no
Holder of a Claim shall be entitled to interest accruing on or after the
Petition Date on any Claim.

          6.3 Distributions by Reorganized Polaroid. Reorganized Polaroid
shall make all distributions of Cash and/or Stock required to be distributed
under the applicable provisions of this Plan and the Plan Administration
Agreement. Reorganized Polaroid and the Plan Administrator may employ or
contract with other entities to assist in or make the distributions required
by this Plan and the Plan Administration Agreement. Notwithstanding the
foregoing, all distributions with respect to the Note Claims shall be made
through the Indenture Trustee. As a condition to receiving any distribution
under the Plan, each Holder of a Note Claim must surrender such Note to the
Indenture Trustee. Any Holder of a Note Claim that fails to (a) surrender
such instruments or (b) execute and deliver an affidavit of loss and/or
indemnity reasonably satisfactory to the Indenture Trustee before the first
anniversary of the Effective Date shall be deemed to have forfeited all
rights and claims and may not participate in any distribution under this
Plan.

          6.4  Delivery of Distributions and Undeliverable or Unclaimed
Distributions.

               (a) Delivery of Distributions in General. Distributions to
Holders of Allowed Claims shall be made at the addresses set forth in the
Schedules or at the time of the distribution, unless the Debtors or
Reorganized Polaroid has been notified in writing of a change of address.

               (b) Undeliverable and Unclaimed Distributions.

                   Holding and  Investment of  Undeliverable  and
         Unclaimed Distributions. If the distribution to any Holder of an
         Allowed Claim is returned to the Disbursing Agent as undeliverable
         or is otherwise unclaimed, no further distributions shall be made
         to such Holder unless and until the Disbursing Agent is notified
         in writing of such Holder's then-current address. Undeliverable
         and unclaimed distributions shall be segregated and, with respect
         to Cash, deposited in a segregated, interest-bearing account,
         designated as an "unclaimed distribution reserve" (the "Unclaimed
         Distribution Reserve"), for the benefit of all such similarly
         situated Persons until such time as a distribution becomes
         deliverable or is claimed.

                   After Distributions Become Deliverable. On
         each Quarterly Distribution Date, Reorganized Polaroid shall make
         all distributions that have become deliverable or have been
         claimed since the Distribution Date or the immediately preceding
         Quarterly Distribution Date, as the case may be, together with any
         interest actually earned thereon.

                   Failure to Claim  Undeliverable  Distributions.
         Any Holder of an Allowed Claim that does not assert a claim
         pursuant to this Plan for an undeliverable or unclaimed
         distribution within one (1) year after the Effective Date shall be
         deemed to have forfeited its claim for such undeliverable or
         unclaimed distribution and shall be forever barred and enjoined
         from asserting any such claim for an undeliverable or unclaimed
         distribution against the Debtors and the Estates, Reorganized
         Polaroid, the Plan Administrator or their property. In such cases,
         any Cash and/or Stock in the Unclaimed Distribution Reserve for
         distribution on account of such claims for undeliverable or
         unclaimed distributions shall become the property of the Estates
         free of any restrictions thereon and notwithstanding any federal
         or state escheat laws to the contrary, and shall be distributed in
         accordance with the terms of the Plan Administration Agreement.
         Nothing contained in this Plan or the Plan Administration
         Agreement shall require any Disbursing Agent, including, but not
         limited to, the Plan Administrator or Reorganized Polaroid, to
         attempt to locate any Holder of an Allowed Claim.

          6.5 Record Date for Distributions. The Disbursing Agent will have
no obligation to recognize the transfer of, or the sale of any participation
in, any Allowed Claim that occurs after the close of business on the
Distribution Record Date, and will be entitled for all purposes herein to
recognize and distribute only to those Holders of Allowed Claims who are
Holders of such Claims, or participants therein, as of the close of business
on the Distribution Record Date. The Disbursing Agent and Reorganized
Polaroid shall instead be entitled to recognize and deal for all purposes
under this Plan with only those record Holders stated on the official claims
register as of the close of business on the Distribution Record Date.

          6.6 Allocation of Plan Distributions Between Principal and
Interest. To the extent that any Allowed Claim entitled to a distribution
under this Plan is comprised of indebtedness and accrued but unpaid interest
thereon, such distribution shall, for federal income tax purposes, be
allocated to the principal amount of the Claim first and then, to the extent
the consideration exceeds the principal amount of the claim, to the portion
of such Claim representing accrued but unpaid interest.

          6.7 Means of Cash Payment. Payments of Cash made pursuant to this
Plan shall be in U.S. dollars and shall be made, at the option and in the
sole discretion of Reorganized Polaroid, by (a) checks drawn on or (b) wire
transfer from a domestic bank selected by Reorganized Polaroid. If so
requested in a writing received by Reorganized Polaroid no later than five
(5) Business Days after the Confirmation Date, Cash payments of $500,000.00
or more to be made pursuant to this Plan shall be made by wire transfer from
a domestic bank. Cash payments to foreign creditors may be made, at the
option of Reorganized Polaroid, in such funds and by such means as are
necessary or customary in a particular foreign jurisdiction.

          6.8 Withholding and Reporting Requirements. In connection with this
Plan and all distributions thereunder, Reorganized Polaroid shall comply with
all withholding and reporting requirements imposed by any federal, state,
local or foreign taxing authority, and all distributions hereunder shall be
subject to any such withholding and reporting requirements.

          6.9 Setoffs. Reorganized Polaroid may, pursuant to section 553 of
the Bankruptcy Code or applicable nonbankruptcy laws, but shall not be
required to, set off against any Claim and the payments or other
distributions to be made pursuant to this Plan in respect of such Claim,
claims of any nature whatsoever that the Debtors or Reorganized Polaroid may
have against the Holder of such Claim; provided, however, that neither the
failure to do so nor the allowance of any Claim hereunder shall constitute a
waiver or release by Reorganized Polaroid of any such claim that the Debtors
or Reorganized Polaroid may have against such Holder.

          6.10 Fractional Dollars/Shares; De Minimis Distributions.
Notwithstanding any other provision of this Plan or the Plan Administration
Agreement, (a) neither the Plan Administrator nor Reorganized Polaroid shall
be required to make distributions or payments of fractions of dollars or in
fractions of shares of Stock, and whenever any payment of a fraction of a
dollar or a fraction of a share of Stock under this Plan would otherwise be
called for, the actual payment made shall reflect a rounding of such fraction
to the nearest whole dollar or whole share (up or down), with half dollars or
half shares of Stock being rounded down, and (b) the Plan Administrator shall
have no obligation to make a distribution on account of an Allowed Claim from
any Reserve or account (i) to any Holder of an Allowed Claim if the aggregate
amount of all distributions authorized to be made from all such Reserves or
accounts on the Quarterly Distribution Date in question is less than $250,000
or less than fifty Units of Stock or (ii) to a specific Holder of an Allowed
Claim if the amount to be distributed to that Holder on the particular
Distribution Date or Quarterly Distribution Date (1) does not constitute a
final distribution to such Holder and (2) is less than $50.00 or less than
one Unit of Stock.

          6.11 Release of Liens. Except as otherwise provided in this Plan or
in any contract, instrument, release or other agreement or document created
or assumed in connection with this Plan, on the Effective Date and
concurrently with the applicable distributions made pursuant to Article VI of
this Plan, all mortgages, deeds of trust, liens, pledges or other security
interests against the property of any Debtor's Estate shall be fully released
and discharged, and all of the right, title and interest of any Holder of
such mortgages, deeds of trust, liens, pledges or other security interests
shall revert to Reorganized Polaroid and its successors and assigns.

                                 ARTICLE VII

                       TREATMENT OF EXECUTORY CONTRACTS
                             AND UNEXPIRED LEASES

          7.1 Rejected Contracts and Leases. Except as otherwise provided in
this Plan, or in any contract, instrument, release or other agreement or
document entered into in connection with this Plan, each of the executory
contracts and unexpired leases to which any Debtor is a party, to the extent
such contracts or leases are executory contracts or unexpired leases, shall
be deemed rejected by the applicable Debtor on the Confirmation Date, unless
such contract or lease previously (a) shall have been assumed or rejected by
the Debtors (including, but not limited to, those executory contracts and
unexpired leases assumed and assigned to the Purchaser) or (b) shall have
expired or terminated pursuant to its own terms; provided, however, that
neither the inclusion by the Debtors of a contract or lease in the Plan
Supplement nor anything contained in this Article VII shall constitute an
admission by any Debtor that such contract or lease is an executory contract
or unexpired lease or that any Debtor or its successors and assigns has any
liability thereunder. The Confirmation Order shall constitute an order of the
Bankruptcy Court approving the rejections described in this Article VII,
pursuant to section 365 of the Bankruptcy code, as of the Confirmation Date.

          7.2 Bar to Rejection Damages. If the rejection of an executory
contract or unexpired lease pursuant to Section 7.1 above gives rise to a
Claim by the other party or parties to such contract or lease, such Claim
shall be forever barred and shall not be enforceable against the applicable
Debtor or its Estate, Reorganized Polaroid, the Plan Administrator or their
respective successors or properties unless a proof of Claim is filed and
served on Reorganized Polaroid and counsel for Reorganized Polaroid/Plan
Administrator within thirty (30) days after service of a notice of entry of
the Confirmation Order or such other date as prescribed by the Bankruptcy
Court.

          7.3 Asset Purchase Agreement. Notwithstanding anything to the
contrary in this Plan, the obligations, if any, of the Debtors under the
Asset Purchase Agreement and the Sale Order shall be deemed and treated as
executory contracts that are assumed by Reorganized Polaroid pursuant to this
Plan and Section 365 of the Bankruptcy Code as of the Effective Date. Nothing
contained in this Plan or any Confirmation Order shall be deemed to conflict
with, or derogate from, the terms of the Asset Purchase Agreement or the Sale
Order, such that, to the extent there are any inconsistencies between the
terms of the Asset Purchase Agreement and the Sale Order, on the one hand,
and this Plan and the Confirmation Order, on the other, the terms of the
Asset Purchase Agreement and the Sale Order shall govern. In addition, any
amounts that become payable by the Debtors pursuant to the Asset Purchase
Agreement or any of the documents delivered by the Debtors pursuant to or in
connection with the Asset Purchase Agreement shall not be discharged,
modified, or otherwise affected by this Plan or the Confirmation Order.

                                ARTICLE VIII

                      PROCEDURES FOR RESOLVING DISPUTED,
                      CONTINGENT AND UNLIQUIDATED CLAIMS

          8.1 Objection Deadline; Prosecution of Objections. No later than
the Claims Objection Deadline (unless extended by an order of the Bankruptcy
Court), the Debtors, Reorganized Polaroid, the Plan Administrator, the
Creditors' Committee or the Plan Committee, as the case may be, shall file
objections to Claims with the Bankruptcy Court and serve such objections upon
the Holders of each of the Claims to which objections are made. Nothing
contained herein, however, shall limit the Plan Administrator's or
Reorganized Polaroid's right to object to Claims, if any, filed or amended
after the Claims Objection Deadline. Subject to the limitations set forth in
the Plan Administration Agreement and Section 4.7 of this Plan, and the
oversight of the Plan Committee, Reorganized Polaroid and the Plan
Administrator shall be authorized to, and shall, resolve all Disputed Claims
by withdrawing or settling such objections thereto, or by litigating to
judgment in the Bankruptcy Court or such other court having jurisdiction the
validity, nature and/or amount thereof.

          8.2 No Distributions Pending Allowance. Notwithstanding any other
provision of this Plan, no payments or distributions shall be made with
respect to all or any portion of a Disputed Claim unless and until all
objections to such Disputed Claim have been settled or withdrawn or have been
determined by Final Order, and the Disputed Claim, or some portion thereof,
has become an Allowed Claim.

          8.3 Accounts; Escrows; Reserves. Reorganized Polaroid and the Plan
Administrator shall, subject to and in accordance with the provisions of the
Plan Administration Agreement, (a) establish one or more general accounts
into which shall be deposited all funds not required to be deposited into any
other account, Reserve or escrow and (b) create, fund and withdraw funds
from, as appropriate, the Operating Reserve, Administrative Claims Reserve,
Disputed Claims Reserve and Unclaimed Distributions Reserve. Reorganized
Polaroid may sell non-Cash assets, if any, in accordance with the provisions
of this Plan and the Plan Administration Agreement. The net proceeds of any
such sales shall be deposited in an account or Reserve pursuant to the terms
of the Plan Administration Agreement.

               (a) Disputed Claims Reserve. On the Effective Date (or as soon
thereafter as is practicable) and each Quarterly Distribution Date,
Reorganized Polaroid shall create and fund the Disputed Claims Reserve with
an amount of the Estates' Cash and Stock, as applicable, equal to one hundred
percent (100%) of distributions to which Holders of Disputed General
Unsecured Claims would be entitled under this Plan as of such date if such
Disputed General Unsecured Claims were Allowed Claims in their Disputed
Claims Amount, provided, however, that the Creditors' Committee, Plan
Administrator, Debtors or Reorganized Polaroid, as applicable, may, at any
time, File Motion(s) pursuant to section 502(c) of the Bankruptcy Code for
order(s) estimating and limiting the amount of Cash and\or Stock, as
applicable, which shall be deposited in the Disputed Claims Reserve in
respect of any Disputed Claims, with notice and an opportunity to be heard to
the affected Holders of such Disputed Claims and the Plan Committee.

               (b) Administrative Claims Reserve. On the Effective Date (or as
soon thereafter as is practicable) and each Quarterly Distribution Date,
Reorganized Polaroid shall create and fund the Administrative Claims Reserve
with an amount of the Estates' Cash equal to the aggregate Disputed Claim
Amount of all Disputed Administrative Claims, Disputed Priority Tax Claims,
Disputed Non-Tax Priority Claims and Disputed Other Secured Claims, based on
its sole discretion.

          8.4 Distributions After Allowance. Reorganized Polaroid shall make
payments and distributions from the appropriate Reserves to the Holder of any
Disputed Claim that has become an Allowed Claim, on the first Quarterly
Distribution Date following the date that such Disputed Claim becomes an
Allowed Claim. Such distributions shall be made in accordance with this Plan
and the Plan Administration Agreement. With respect to Disputed General
Unsecured Claims and Disputed Convenience Claims, such distribution shall be
based upon the cumulative distributions that would have been made to such
Holders under this Plan if the Disputed General Unsecured Claim or Disputed
Convenience Claim had been Allowed on the Effective Date (with any
post-Effective Date interest thereon earned by the Disbursing Agent) and
shall not be limited by the Disputed Claim Amounts previously reserved with
respect to such Disputed General Unsecured Claim or Disputed Convenience
Claim to the extent that additional amounts are available therefor from the
Disputed Claims Reserve, but only to the extent that such additional amounts
have not yet been distributed to Holders of Allowed General Unsecured Claims
or Allowed Convenience Claims, as applicable. Notwithstanding the foregoing,
however, Reorganized Polaroid may make payments and distributions from the
appropriate Reserves to the Holder of any Disputed Claim that has become an
Allowed Claim, prior to the first Quarterly Distribution Date following the
date that such Disputed Claim becomes an Allowed Claim, provided, that
Reorganized Polaroid receives written consent to do so from Purchaser and
Pre-Petition Agent (except that the consent of the Pre-Petition Agent shall
not be necessary with respect to Disputed General Unsecured Claims, Disputed
Other Secured Claims or Disputed Convenience Claims).

                                 ARTICLE IX

                  CONFIRMATION AND CONSUMMATION OF THE PLAN

          9.1 Confirmation Date. The Bankruptcy Court shall not enter the
Confirmation Order unless and until (a) the Confirmation Order shall be
reasonably acceptable in form and substance to the Proponents and (b) the
Substantive Consolidation Order, which may be the Confirmation Order, shall
be reasonably acceptable in form and substance to the Proponents and shall
have been entered by the Bankruptcy Court prior to or contemporaneously with
the Confirmation Order.

          9.2 Consequences of Non-Occurrence of Effective Date. If the
Effective Date does not occur within one hundred eight days (180) days of the
Confirmation Date, or by such later date, after notice and hearing, as is
proposed by the Proponents, then upon motion by the Debtors or the Creditors'
Committee and upon notice to such parties in interest as the Bankruptcy Court
may direct, the Confirmation Order will be vacated by the Bankruptcy Court;
provided, however, that, notwithstanding the filing of such motion, the
Confirmation Order may not be vacated if the Effective Date occurs before the
Bankruptcy Court enters an order granting such motion. If the Confirmation
Order is vacated pursuant to this Section 9.3, (a) this Plan shall be null
and void in all respects; (b) any settlement of Claims shall be null and void
without further order of the Bankruptcy Court; and (c) the time within which
the Debtors may assume and assign, or reject all executory contracts and
unexpired leases shall be extended for a period of thirty (30) days after the
date the Confirmation Order is vacated.

                                  ARTICLE X

                         EFFECT OF PLAN CONFIRMATION

          10.1 Binding Effect. This Plan shall be binding upon and inure to
the benefit of the Debtors, all present and former Holders of Claims and
Interests, and their respective successors and assigns, including, but not
limited to, Reorganized Polaroid.

          10.2 Releases.

               (a) Releases by the Debtors. On the Effective Date, each of the
Debtors shall release unconditionally, and hereby is deemed to forever
release unconditionally (i) the Debtors' directors, officers, employees,
agents and professionals as of the Petition Date, (ii) the Creditors'
Committee and the Plan Committee and, solely in their respective capacities
as members or representatives of the Creditors' Committee and the Plan
Committee, as applicable (and not as individual lenders or creditors to or on
behalf of the Debtors), each member of the Creditors' Committee and the Plan
Committee; (iii) the Plan Administrator; (iv) the Pre-Petition Lenders, the
DIP Lenders, the Pre-Petition Agent and the DIP Agent; and (v) the respective
agents, advisors, accountants, investment bankers, consultants, attorneys and
other representatives (including the respective current and former directors,
officers, employees, members, shareholders and professionals) of any of the
foregoing or of the Debtors or any affiliates or subsidiaries of the Debtors
from any and all claims, obligations, suits, judgments, damages, rights,
causes of action and liabilities whatsoever (other than the right to enforce
the performance of their respective obligations, if any, to the Debtors or
Reorganized Polaroid under this Plan, the Plan Administration Agreement and
the contracts, instruments, releases and other agreements delivered under
this Plan and the Plan Administration Agreement), whether liquidated or
unliquidated, fixed or contingent, matured or unmatured, known or unknown,
foreseen or unforeseen, then existing or thereafter arising, in law, equity
or otherwise that are based in whole or in part on any act or omission,
transaction, event or other occurrence taking place on or prior to the
Effective Date in any way relating to the Debtors, the Chapter 11 Cases, this
Plan or the Disclosure Statement; provided, however, that other than as to
the Claims of the Pre-Petition Lenders, the Pre-Petition Agent, the DIP Agent
and the DIP Lenders, nothing in this Section shall be deemed to waive any
objection to any Claim against the Debtors or any rights to object to any
such Claim or to bring an adversary proceeding to subordinate a Claim under
section 510(c) of the Bankruptcy Code, to recharacterize a Claim as an
Interest, all of which rights, claims and defenses are expressly preserved,
provided, further, that the releases granted in clause (i) above shall not
release any officer of the Debtor that was not hired, retained or engaged by
Purchaser on or prior to September 30, 2002 or any person or entity covered
in clause (i) above against whom a cause of action has been asserted by or on
behalf of the Debtors or the Estates prior to the Effective Date.

               (b) Releases by Holders of Claims and Interests. On the Effective
Date, each Holder of a Claim that voted to accept this Plan, in consideration
for the obligations of the Debtors and Reorganized Polaroid under this Plan
and the Stock or Cash and other contracts, instruments, releases, agreements
or documents to be delivered in connection with this Plan, each entity (other
than a Debtor) that has held, holds or may hold a Claim, as applicable, will
be deemed to forever release, waive and discharge, to the fullest extent
permissible under applicable law, as such law may be extended or interpreted
subsequent to the Effective Date, all claims, demands, debts, rights, causes
of action or liabilities (other than the right to enforce the Debtors' or
Reorganized Polaroid's obligations under this Plan, the Plan Administration
Agreement and the contracts, instruments, releases, agreements and documents
delivered under this Plan and the Plan Administration Agreement), whether
liquidated or unliquidated, fixed or contingent, matured or unmatured, known
or unknown, foreseen or unforeseen, then existing or thereafter arising, in
law, equity or otherwise that are based in whole or in part on any act or
omission, transaction, event or other occurrence taking place on or prior to
the Effective Date in any way relating to the Debtors, the Chapter 11 Cases,
this Plan or the Disclosure Statement that such entity has, had or may have
against the Creditors' Committee, the Plan Committee or their respective
members, attorneys, accountants and financial advisors and other advisors,
acting in such capacity, the Plan Administrator, the Pre-Petition Lenders,
the DIP Lenders, the Pre-Petition Agent and the DIP Agent and any Debtor and
the present and former directors, officers, shareholders, employees, agents,
advisors, accountants, investment bankers, consultants, attorneys and other
representatives of all of the foregoing.

               (c) Releases by Lenders. On the Effective Date, each of the
Pre-Petition Lenders, the DIP Lenders, the Pre-Petition Agent and the DIP
Agent will be deemed to forever release, waive and discharge, to the fullest
extent permissible under applicable law, as such law may be extended or
interpreted subsequent to the Effective Date, all claims, demands, debts,
rights, causes of action or liabilities (other than the right to enforce the
Debtors' or Reorganized Polaroid's obligations under this Plan, the Sale
Order the Plan Administration Agreement and the contracts, instruments,
releases, agreements and documents delivered under this Plan and this Plan
Administration Agreement), whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen,
then existing or thereafter arising, in law, equity or otherwise that are
based in whole or in part on any act or omission, transaction, event or other
occurrence taking place on or prior to the Effective Date in any way relating
to the Debtors, the Chapter 11 Cases, this Plan or the Disclosure Statement
that such entity has, had or may have against the Creditors' Committee, the
Plan Committee or the Plan Administrator or their respective members,
attorneys, accountants and financial advisors, acting in such capacity, and
any Debtor and its present and former directors, officers, shareholders,
employees, agents, advisors, accountants, investment bankers, consultants,
attorneys and other representatives.

               (d) Injunction Related to Releases. The Confirmation Order
will permanently enjoin the commencement or prosecution by any entity,
whether directly, derivatively or otherwise, of any claims, obligations,
suits, judgments, damages, demands, debts, rights, causes of action or
liabilities released pursuant to this Plan.

          10.3 Discharge of Claims and Termination of Interests. Pursuant to
section 1141(d)(3) of the Bankruptcy Code, Confirmation will not discharge
Claims against the Debtors; provided, however, that no Holder of a Claim
against any Debtor may, on account of such Claim, seek or receive any payment
or other distribution from, or seek recourse against, any Debtor, Reorganized
Polaroid, their respective successors or their respective property, except as
expressly provided herein.

          10.4 Exculpation and Limitation of Liability. Neither the Debtors
nor the Creditors' Committee, the Plan Committee, the Pre-Petition Lenders,
the DIP Lenders, the Pre-Petition Agent, the DIP Agent or the Plan
Administrator, nor any of their respective present or former members,
officers, directors, shareholders, employees, advisors, attorneys or agents,
shall have or incur any liability to, or be subject to any right of action
by, any Holder of a Claim or an Interest, or any other party in interest, or
any of their respective agents, shareholders, employees, representatives,
financial advisors, attorneys or affiliates, or any of their successors or
assigns, for any act or omission in connection with, relating to, or arising
out of, the Debtors' Chapter 11 Cases, the pursuit of confirmation of this
Plan, the consummation of this Plan or the administration of this Plan or the
property to be distributed under this Plan, except for their willful
misconduct or gross negligence, and in all respects shall be entitled to rely
reasonably upon the advice of counsel with respect to their duties and
responsibilities under this Plan.

          10.5 Injunction. (a) Except as otherwise provided in this Plan, the
Confirmation Order shall provide, among other things, that from and after the
Confirmation Date all Persons who have held, hold or may hold Claims against
or Interests in the Debtors are (i) permanently enjoined from taking any of
the following actions against the Estate(s), the Debtors, Reorganized
Polaroid, the Plan Administrator, the DIP Agent, the DIP Lenders, the
Pre-Petition Agent, the Pre-Petition Lenders, the Creditors' Committee or the
members thereof, the Plan Committee or the members thereof or any of their
property on account of any such Claims or Interests and (ii) preliminarily
enjoined from taking any of the following actions against any of the DIP
Agent, the DIP Lenders, the Pre-Petition Lenders, the Pre-Petition Agent, the
Estate(s), the Debtors, Reorganized Polaroid, the Plan Administrator, the
Creditors' Committee or the members thereof, the Plan Committee or the
members thereof or their property on account of such Claims or Interests: (A)
commencing or continuing, in any manner or in any place, any action or other
proceeding; (B) enforcing attaching, collecting or recovering in any manner
any judgment, award, decree or order; (C) creating, perfecting or enforcing
any lien or encumbrance; (D) asserting a setoff, right of subrogation or
recoupment of any kind against any debt, liability or obligation due to the
Debtors; and (E) commencing or continuing, in any manner or in any place, any
action that does not comply with or is inconsistent with the provisions of
this Plan; provided, however, that (x) nothing contained herein shall
preclude such persons from exercising their rights pursuant to and consistent
with the terms of this Plan and (y) the preliminary injunction of actions
against the Debtors, Reorganized Polaroid, the Plan Administrator, the
Creditors' Committee and the members thereof and the Plan Committee and the
members thereof, and their property (if any) shall be dissolved and terminate
one day following the termination of the Plan Administration Agreement in
accordance with the terms thereof.

               (b) By accepting distributions pursuant to this Plan, each
Holder of an Allowed Claim receiving distributions pursuant to this Plan will
be deemed to have specifically consented to the provisions of this Article X.

          10.6 Term of Bankruptcy Injunction or Stays. All injunctions or
stays provided for in the Chapter 11 Cases under section 105 or 362 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date,
shall remain in full force and effect until all property of the Estates of
Reorganized Polaroid and the other Debtors has been distributed and
Reorganized Polaroid has been dissolved.

                                 ARTICLE XI

                          RETENTION OF JURISDICTION

          Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and
notwithstanding entry of the Confirmation Order and the occurrence of the
Effective Date, the Bankruptcy Court will retain exclusive jurisdiction over
all matters arising out of, and related to, the Chapter 11 Cases and this
Plan to the fullest extent permitted by law, including, among other things,
jurisdiction to:

               (a) Allow, disallow, determine, liquidate, classify, estimate
or establish the priority or secured or unsecured status of any Claim or
Interest, including the resolution of any request for payment of any
Administrative Claim and the resolution of any objections to the allowance or
priority of Claims or Interests;

               (b) Grant or deny any applications for allowance of
compensation or reimbursement of expenses authorized pursuant to the
Bankruptcy Code or this Plan for periods ending on or before the Effective
Date;

               (c) Resolve any matters related to the assumption, assumption
and assignment, or rejection of any executory contract or unexpired lease to
which any Debtor is a party or with respect to which any Debtor or
Reorganized Polaroid may be liable and to hear, determine and, if necessary,
liquidate any Claims arising therefrom;

               (d) Ensure that distributions to Holders of Allowed Claims are
accomplished pursuant to the provisions of this Plan;

               (e) Decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters and grant or deny any
applications involving the Debtors that may be pending on the Effective Date;

               (f) Enter such orders as may be necessary or appropriate to
implement or consummate the provisions of this Plan and all contracts,
instruments, releases and other agreements or documents created in connection
with this Plan, the Disclosure Statement or the Confirmation Order;

               (g) Resolve any cases, controversies, suits or disputes that
may arise in connection with the consummation, interpretation or enforcement
of this Plan or any contract, instrument, release or other agreement or
document that is executed or created pursuant to this Plan, or any entity's
rights arising from or obligations incurred in connection with this Plan or
such documents;

               (h) Modify this Plan before or after the Effective Date
pursuant to section 1127 of the Bankruptcy Code or modify the Disclosure
Statement, the Confirmation Order or any contract, instrument, release or
other agreement or document created in connection with this Plan, the
Disclosure Statement or the Confirmation Order, or remedy any defect or
omission or reconcile any inconsistency in any Bankruptcy Court order, this
Plan, the Disclosure Statement, the Confirmation Order or any contract,
instrument, release or other agreement or document created in connection with
this Plan, the Disclosure Statement or the Confirmation Order, in such manner
as may be necessary or appropriate to consummate this Plan;

               (i) Hear and determine all applications for compensation and
reimbursement of expenses of Professionals under this Plan or under sections
328, 330, 331 503(b), 1103 and 1129(c)(9) of the Bankruptcy Code, provided,
however, that from and after the Effective Date the payment of fees and
expenses of Reorganized Polaroid, the Plan Committee and the Plan
Administrator shall be made in the ordinary course of business and shall not
be subject to the approval of the Bankruptcy Court;

               (j) Hear and determine matters concerning the Plan Committee
and its members and their respective professionals;

               (k) Issue injunctions, enter and implement other orders or
take such other actions as may be necessary or appropriate to restrain
interference by any entity with consummation, implementation or enforcement
of this Plan or the Confirmation Order;

               (l) Hear and determine the causes of action by or on behalf of
the Debtors or Reorganized Polaroid;

               (m) Hear and determine matters concerning state, local and
federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy
Code;

               (n) Enter and implement such orders as are necessary or
appropriate if the Confirmation Order is for any reason or in any respect
modified, stayed, reversed, revoked or vacated or distributions pursuant to
this Plan are enjoined or stayed;

               (o) Determine any other matters that may arise in connection
with or relate to this Plan, the Disclosure Statement, the Confirmation Order
or any contract, instrument, release or other agreement or document created
in connection with this Plan, the Disclosure Statement or the Confirmation
Order;

               (p) Enforce all orders, judgments, injunctions, releases,
exculpations, indemnifications and rulings entered in connection with the
Chapter 11 Cases;

               (q) Hear and determine all disputes or other matters arising
in connection with the interpretation, implementation or enforcement of the
Asset Purchase Agreement, the Ancillary Agreements, and the Sale Order;

               (r) Hear and determine all matters related to (i) the property
of the Estates from and after the Confirmation Date, (ii) the winding up of
the Debtors' affairs and (iii) the activities of Reorganized Polaroid and the
Plan Administrator, including (A) challenges to or approvals of Reorganized
Polaroid's or the Plan Administrator's activities, (B) resignation,
incapacity or removal of the Plan Administrator and selection of a successor
Plan Administrator, (C) reporting by, termination of and accounting by
Reorganized Polaroid and the Plan Administrator and (D) release of the Plan
Administrator from its duties;

               (s) Hear and determine disputes with respect to compensation
of (i) Reorganized Polaroid's professional advisors, (ii) the Plan
Administrator and its professional advisors, and (iii) the Plan Committee,
its members and its professional advisors;

               (t) Hear and determine such other matters as may be provided
in the Confirmation Order or as may be authorized under the Bankruptcy Code;
and

               (u) Enter an order closing the Chapter 11 Cases.

                                 ARTICLE XII

                           MISCELLANEOUS PROVISIONS

          12.1 Effectuating Documents and Further Transactions. Each of the
Debtors or Reorganized Polaroid is authorized to execute, deliver, file or
record such contracts, instruments, releases and other agreements or
documents and take such actions as may be necessary or appropriate to
effectuate, implement and further evidence the terms and conditions of this
Plan and any securities issued pursuant to this Plan.

          12.2 Corporate Action. Prior to, on or after the Effective Date (as
appropriate), all matters provided for under this Plan that would otherwise
require approval of the stockholders or directors of one (1) or more of the
Debtors or Reorganized Polaroid shall be deemed to have occurred and shall be
in effect prior to, on or after the Effective Date (as appropriate) pursuant
to the applicable general corporation law of the states in which the Debtors
or Reorganized Polaroid are incorporated without any requirement of further
action by the stockholders or directors of the Debtors or Reorganized
Polaroid.

          12.3 Exemption from Transfer Taxes. Pursuant to section 1146(c) of
the Bankruptcy Code, (a) the issuance, transfer or exchange of notes or
equity securities under this Plan; (b) the creation of any mortgage, deed of
trust, lien, pledge or other security interest; (c) the making or assignment
of any lease or sublease; or (d) the making or delivery of any deed or other
instrument of transfer under, in furtherance of, or in connection with, this
Plan, including, without limitation, any merger agreements; agreements of
consolidation, restructuring, disposition, liquidation or dissolution; deeds;
bills of sale; transfers of tangible property, will not be subject to any
stamp tax, recording tax, personal property tax, real estate transfer tax or
other similar tax. Unless the Bankruptcy Court orders otherwise, all sales,
transfers and assignments of owned and leased property, approved by the
Bankruptcy Court on or prior to the Effective Date, shall be deemed to have
been in furtherance of, or in connection with, this Plan.

          12.4 Bar Dates for Certain Claims.

               (a) Administrative Claims. The Confirmation Order will
establish an Administrative Claims Bar Date for filing Administrative Claims,
which date will be forty-five (45) days after the Confirmation Date. The
Administrative Claims Bar Date will be applicable for Holders of asserted
Administrative Claims first accruing after _____, 2003, other than Fee Claims
and Indenture Trustee fees. Holders of asserted Administrative Claims, except
for Fee Claims, not paid prior to the Confirmation Date must submit proofs of
Claim on or before such Administrative Claims Bar Date or forever be barred
from doing so. The notice of Confirmation to be delivered pursuant to
Bankruptcy Rules 3020(c) and 2002(f) will set forth such date and constitute
notice of the Administrative Claims Bar Date. The Debtors, Reorganized
Polaroid or the Plan Administrator, as the case may be, shall have forty-five
(45) days (or such longer period as may be allowed by order of the Bankruptcy
Court) following the Administrative Claims Bar Date to review and object to
such Administrative Claims before a hearing for determination of allowance of
such Administrative Claims.

               (b) Professional Fee Claims; Substantial Contribution Claims.
All persons requesting compensation or reimbursement of Fee Claims pursuant
to section 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for
services rendered to the Debtors prior to the Effective Date (including
requests under section 503(b)(4) of the Bankruptcy Code by any Professional
or other entity for making a substantial contribution in the Chapter 11
Cases) shall file and serve on Reorganized Polaroid and counsel for
Reorganized Polaroid an application for final allowance of compensation and
reimbursement of expenses no later than sixty (60) days after the Effective
Date, unless otherwise ordered by the Bankruptcy Court. Objections to
applications of such Professionals or other entities for compensation or
reimbursement of expenses must be filed and served on Reorganized Polaroid,
counsel for Reorganized Polaroid and the requesting Professional or other
entity no later than sixty (60) days (or such longer period as may be allowed
by order of the Bankruptcy Court) after the date on which the applicable
request for compensation or reimbursement was served.

               (c) Indenture Trustee Fees. The reasonable fees and expenses
of the Indenture Trustee (which includes the reasonable fees and expenses of
any professionals retained by the Indenture Trustee), shall be paid in Cash
in accordance with the procedures established in this Section, provided that,
any distributions to be received by Holders of Allowed Note Claims pursuant
to this Plan will not be reduced on account of the payment of any Indenture
Trustee's fees and expenses.

          Prior to the Effective Date, the Indenture Trustee will submit
to the Debtors appropriate documentation in support of the fees and expenses
incurred by the Indenture Trustee through that date (including any estimated
fees and expenses through the Effective Date), whether incurred prior to or
subsequent to the Petition Date, together with a detailed, reasonable
estimate of any fees and expenses to be incurred thereafter. Such estimate
may include, without limitation, projected fees and expenses relating to
surrender and cancellation of notes, distribution of securities, and fees and
expenses to be incurred in respect of any challenge to the claims asserted by
the Indenture Trustee, whether based on the Notes or the claimed amount of
such fees and expense. On or prior to the Effective Date, the Debtors or
Reorganized Polaroid will pay the undisputed amount of the Indenture
Trustee's fees and expenses.

          No later than 30 days after the Effective Date, or as soon
thereafter as may be practical, the Indenture Trustee will deliver a final
invoice for its fees and expenses. The Plan Administrator will have a period
of 30 days after receipt to review the final invoice and provide the
Indenture Trustee with any objection to the final invoice, stating with
specificity its objections to particular charges. If the Indenture Trustee
receives no objection within 30 days, then the Indenture Trustee shall be
paid such amount without the need for any further approval of the Bankruptcy
Court. If the Plan Administrator timely advises the Indenture Trustee in
writing that it objects to all or a portion of such fees, which objection
states with specificity its objection to particular charges, (i) Reorganized
Polaroid shall pay the undisputed portion of the fees and expenses and (ii)
the Indenture Trustee may either, at its option, submit the disputed portion
to the Bankruptcy Court for resolution or exercise its rights under the 1997
Indenture. The Indenture Trustee will not be required to file a fee
application or to comply with guidelines and rules applicable to a fee
application, and will not be subject to Sections 330 or 503(b) of the
Bankruptcy Code.

          The Indenture Trustee's charging lien will be discharged solely
upon payment in full of such fees and expenses. Accordingly, nothing herein
shall be deemed to impair, waive or discharge the Indenture Trustee's
charging lien, for any fees and expenses not paid by the Debtors or
Reorganized Polaroid, as applicable.

          12.5 Payment of Statutory Fees. All fees payable pursuant to
section 1930 of title 28, United States Code, as determined by the Bankruptcy
Court at the Confirmation Hearing, shall be paid on the Effective Date, and
neither the Debtors, their Estates, Reorganized Polaroid nor the Plan
Administrator shall thereafter be liable for the payment from additional fees
under 28 U.S.C. ss. 1930 other than with respect to Polaroid's Chapter 11 Case.

          12.6 Amendment or Modification of this Plan. Subject to section
1127 of the Bankruptcy Code and, to the extent applicable, sections 1122,
1123 and 1125 of the Bankruptcy Code, alterations, amendments or
modifications of this Plan may be proposed in writing by the Proponents, the
Plan Administrator or Reorganized Polaroid at any time prior to or after the
Confirmation Date but prior to the substantial consummation of this Plan. A
Holder of a Claim or Interest that has accepted this Plan shall be deemed to
have accepted this Plan, as altered, amended or modified, if the proposed
alteration, amendment or modification does not materially and adversely
change the treatment of the Claim or Interest of such Holder.

          12.7 Severability of Plan Provisions. If, prior to the Confirmation
Date, any term or provision of this Plan is determined by the Bankruptcy
Court to be invalid, void or unenforceable, the Bankruptcy Court will have
the power to alter and interpret such term or provision to make it valid or
enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void or unenforceable,
and such term or provision will then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration or interpretation, the remainder
of the terms and provisions of this Plan will remain in full force and effect
and will in no way be affected, impaired or invalidated by such holding,
alteration or interpretation. The Confirmation Order will constitute a
judicial determination and will provide that each term and provision of this
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

          12.8 Successors and Assigns. This Plan shall be binding upon and
inure to the benefit of the Debtors, and their respective successors and
assigns, including, without limitation, Reorganized Polaroid. The rights,
benefits and obligations of any entity named or referred to in this Plan
shall be binding on, and shall inure to the benefit of any heir, executor,
administrator, successor or assign of such entity.

          12.9 Plan Supplement. The Plan Supplement shall be filed with the
Bankruptcy Court not later than five (5) days prior to the Confirmation
Hearing. Upon its filing, the Plan Supplement may be inspected in the office
of the clerk of the Bankruptcy Court or its designee during normal business
hours. Holders of Claims and Interests may obtain a copy of the Plan
Supplement upon written request to Polaroid. The documents contained in the
Plan Supplement shall be approved by the Bankruptcy Court pursuant to the
Confirmation Order.

          12.10 Revocation, Withdrawal or Non-Consummation. The Proponents
reserve the right to revoke or withdraw this Plan as to any or all of the
Debtors prior to the Confirmation Date and to file subsequent plans of
reorganization. If the Proponents revoke or withdraw this Plan as to any or
all of the Debtors, or if Confirmation or Consummation as to any or all of
the Debtors does not occur, then, with respect to such Debtors, (a) this Plan
shall be null and void in all respects, (b) any settlement or compromise
embodied in this Plan (including the fixing or limiting to an amount certain
any Claim or Class of Claims), assumption or rejection of executory contracts
or leases affected by this Plan, and any document or agreement executed
pursuant to this Plan, shall be deemed null and void, and (c) nothing
contained in this Plan shall (i) constitute a waiver or release of any Claims
by or against, or any Interests in, such Debtors or any other Person, (ii)
prejudice in any manner the rights of such Debtors or any other Person, or
(iii) constitute an admission of any sort by the Debtors or any other Person.

          12.11 Notice. All notices, requests and demands to or upon the
Debtors or Reorganized Polaroid to be effective shall be in writing and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when actually delivered or, in the case of notice by facsimile
transmission, when received and telephonically confirmed, addressed as
follows:

         If to the Debtors:

         PRIMARY PDC, INC. (f/k/a POLAROID CORPORATION)
         1265 Main Street
         Waltham, Massachusetts 02451
         Telephone:  (781) 386-6505
         Attn: Kevin Pond

         Wind Down Associates, LLC
         2701 N. Rocky Point Drive
         Suite 183
         Tampa, FL 33607
         Telephone: (813) 286-2717
         Attn: Mark S. Stickel

         with copies to:

         SKADDEN, ARPS, SLATE, MEAGHER
           & FLOM LLP
         One Rodney Square
         P.O. Box 636
         Wilmington, Delaware  19899-0636
         (302) 651-3000 Attn: Gregg M. Galardi, Esq.

         If to the Creditors' Committee:

         AKIN GUMP STRAUSS HAUER
           & FELD LLP
         590 Madison Avenue
         New York, NY 10022
         (212) 872-1000 Attn: Fred S. Hodara, Esq.

          12.12 Tax Reporting and Compliance. In connection with this Plan
and all instruments issued in connection therewith and distributions thereof,
the Debtors, and Reorganized Polaroid, as the case may be, shall comply with
all withholding and reporting requirements imposed by any federal, state,
local or foreign taxing authority and all distributions hereunder shall be
subject to any such withholding and reporting requirements. Reorganized
Polaroid is hereby authorized, on behalf of each of the Debtors, to request
an expedited determination under section 505(b) of the Bankruptcy Code of the
tax liability of the Debtors for all taxable periods ending after the
Petition Date through, and including, the Effective Date.

          12.13 Schedules. All Schedules to this Plan and the Plan Supplement
are incorporated and are a part of this Plan as if set forth in full herein.

          12.14 Filing of Additional Documents. On or before substantial
consummation of this Plan, the Debtors or Reorganized Polaroid, as
applicable, shall File such agreements and other documents, in form and
substance acceptable the Creditors' Committee or the Plan Committee, as
applicable, as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of this Plan.
Dated:   Wilmington, Delaware
         January 15, 2003               Respectfully submitted,

                                        PRIMARY PDC, INC.
                                        (f/k/a Polaroid Corporation)
                                        (for itself and on behalf of
                                         the Subsidiary Debtors)

                                        By: /s/ Kevin R. Pond
                                           ----------------------------------
                                        Name:   Kevin R. Pond
                                        Title   President and Secretary

                                        Counsel:

                                        Gregg M. Galardi (I.D. No. 2991)
                                        Eric M. Davis (I.D. No. 3621)
                                        Mark L. Desgrosseilliers (I.D. No. 4083)
                                        SKADDEN, ARPS, SLATE, MEAGHER
                                          & FLOM LLP
                                        One Rodney Square
                                        P.O. Box 636
                                        Wilmington, Delaware  19899-0636
                                        (302) 651-3000

                                                  -and-

                                        Eric W. Kaup
                                        SKADDEN, ARPS, SLATE, MEAGHER
                                            & FLOM (ILLINOIS)
                                        333 West Wacker Drive
                                        Chicago, Illinois  60606-1285
                                        (312) 407-0700

                                         Attorneys for Debtors and
                                         Debtors in Possession

                                                  -and-

                                         Brendan L. Shannon (I.D. No. 3136)
                                         Robert S. Brady (I.D. No. 2847)
                                         Joseph A. Malfitano (I.D. No. 4020)
                                         YOUNG CONAWAY STARGATT
                                           & TAYLOR, LLP
                                         The Brandywine Building
                                         1000 West Street, 17th Floor
                                         Wilmington, Delaware 19801
                                         (302) 571-6600

                                                  -and-

                                         Fred S. Hodara
                                         Philip C. Dublin
                                         Nava Hazan
                                         AKIN GUMP STRAUSS HAUER
                                            & FELD LLP
                                         590 Madison Avenue
                                         New York, New York  10022
                                         (212) 872-1000

                                         Attorneys for the Official Committee
                                         of Unsecured Creditors