CONFIDENTIAL September 16, 2009 Antonio M. Perez Chairman and Chief Executive Officer Eastman Kodak Company

Exhibit 10

CONFIDENTIAL

September 16, 2009

Xxxxxxx X. Xxxxx

Chairman and Chief Executive Officer

Xxxxxxx Kodak Company

000 Xxxxx Xxxxxx

Rochester, New York 14650

Dear Xx. Xxxxx,

Reference is made to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, to be entered into among Xxxxxxx Kodak Company (“Kodak”), KKR Jet Stream (Cayman) Limited, and, solely with respect to the provisions identified therein, Kohlberg Kravis Xxxxxxx & Co. L.P. (‘KKR”). Capitalized terms used and not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.

In consideration of the significant time and resources that have been and will be expended by KKR in connection with the transactions contemplated by the Purchase Agreement, on the Closing, Kodak agrees to pay KKR and/or its designee(s) a fee of $12 million (the “Placement Fee”).

Kodak shall remit such Placement Fee by wire transfer of immediately available funds to an account designated by KKR.  For the avoidance of doubt, any expense reimbursement made by Kodak shall not be applied to or deducted from the Placement Fee or any other amounts payable to KKR in connection with the consummation of the Transactions.

Upon payment of the Placement Fee, the fee obligations contained in the third paragraph of that certain letter agreement, dated September 8, 2009, among the parties will terminate.  Kodak acknowledges that if the Closing has not occurred by December 31, 2009, the $12 million of fees payable under the Expense Letter will be due and payable.

This letter shall be governed by and construed in accordance with the laws of the state of New York, without giving effect to any conflict of law principal that would cause the application of the laws of any other jurisdiction.  This letter may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.  The delivery of facsimile signatures to this letter will have the same force and effect as delivery of original signatures.

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(Signature page follows)

If the foregoing is acceptable, please so indicate by executing a counterpart of this letter below and returning it to the undersigned.

Very truly yours,

			KOHLBERG KRAVIS XXXXXXX & CO. L.P.
			By: KKR & Co. L.L.C., its general partner
			By:	/s/ Xxxxxxx X. Xxxxxxxxxx
				Name: Xxxxxxx X. Xxxxxxxxxx
				Title: Director
			KKR CAPITAL MARKETS LLC
			By:	/s/ Xxxxx Xxxxxxxxxxx
				Name: Xxxxx Xxxxxxxxxxx
				Title: COO
Accepted and agreed as of the date first set forth above:
XXXXXXX KODAK COMPANY
By:	/s/ Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Chairman and Chief Executive Officer