0000950123-09-056112 Sample Contracts

EASTMAN CHEMICAL COMPANY Underwriting Agreement
Eastman Chemical Co • November 2nd, 2009 • Plastic materials, synth resins & nonvulcan elastomers • New York

Eastman Chemical Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 5.500% Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of January 10, 1994 (the “Indenture”) between the Company and the Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

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