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Kodak to Propose Annual Election of Board of Directors

Press release from the issuing company

ROCHESTER, N.Y.--March 15, 2005-- Eastman Kodak Company's board of directors voted today to include, in the company's 2005 proxy statement, a management proposal that all board members be elected annually. The proposal would eliminate the current "classified" system in which board members are elected to staggered, three-year terms. Under the proposal, the company would eliminate the classified system in stages, such that all board members would be elected to one-year terms beginning in 2008. The proposal, which would amend the company's Restated Certificate of Incorporation, requires shareholder approval. "This approach, which reflects the company's ongoing commitment to excellence in corporate governance, aligns the company with the growing trend toward annual election of directors, and responds to the company's shareholders, who have voted in favor of shareholder proposals to declassify the board," said Kodak Chairman and Chief Executive Daniel A. Carp. "Kodak has increasingly been recognized as a leader in corporate governance, and we believe this proposal is consistent with our efforts to incorporate emerging best practices."