Long-Term Performance Subplan (2001)Full Document 

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                          LONG-TERM PERFORMANCE SUBPLAN
                 OF THE 1997 OMNIBUS LONG-TERM COMPENSATION PLAN
                          2001-2003 PERFORMANCE PERIOD


                            EASTMAN CHEMICAL COMPANY
                            Effective January 1, 2001


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                          LONG-TERM PERFORMANCE SUBPLAN
                 OF THE 1997 OMNIBUS LONG-TERM COMPENSATION PLAN
                          2001-2003 PERFORMANCE PERIOD

                                TABLE OF CONTENTS



SECTION            TITLE                                                PAGE
                                                                  
Section 1.         Background

Section 2.         Definitions

Section 3.         Administration

Section 4.         Eligibility

Section 5.         Form of Awards

Section 6.         Size of Awards

Section 7.         Composition of Peer Group

Section 8.         Preconditions to Receipt of an Award

Section 9.         Manner and Timing of Award Payments

Section 10.        No Rights as Shareowner

Section 11.        Application of Plan

Section 12.        Amendments



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                            EASTMAN CHEMICAL COMPANY
                          LONG-TERM PERFORMANCE SUBPLAN
                 OF THE 1997 OMNIBUS LONG-TERM COMPENSATION PLAN
                          2001-2003 PERFORMANCE PERIOD

SECTION 1. BACKGROUND. Under Section 11 of the Eastman Chemical Company 1997
Omnibus Long-Term Compensation Plan (the "Plan"), the "Committee" (as defined in
the Plan), may, among other things, award shares of the $.01 par value common
stock ("Common Stock") of Eastman Chemical Company (the "Company") to
"Employees" (as defined in the Plan), and such awards may take the form of
performance shares, which are contingent upon the attainment of certain
performance objectives during a specified period, and subject to such other
terms, conditions, and restrictions as the Committee deems appropriate. The
purpose of this Long-Term Performance Subplan (this "Subplan") is to set forth
the terms of the grant of performance shares for the 2001-2003 Performance
Period specified herein, effective as of January 1, 2001 (the "Effective Date").

SECTION 2. DEFINITIONS.

(a)      The following definitions shall apply to this Subplan:

         (i)      "Actual Grant Amount" means the number of shares of Common
                  Stock to which a participant is entitled under this Subplan,
                  calculated in accordance with Section 6 of this Subplan.

         (ii)     "Award Payment Date" means the date the shares of Common Stock
                  covered by an award under this Subplan are delivered to a
                  participant.

         (iii)    "Compared Group" means the Company and the companies in the
                  Peer Group.

         (iv)     "Maximum Deductible Amount" means the maximum amount
                  deductible by the Company under Section 162(a), taking into
                  consideration the limitations under Section 162(m), of the
                  Internal Revenue Code of 1986, as amended, or any similar or
                  successor provisions thereto.

         (v)      "Target Grant Amount" means, with respect to any eligible
                  Employee, the number of shares of Common Stock specified on
                  Exhibit A hereto for the Salary Grade applicable to such
                  Employee.

         (vi)     "Participation Date" means June 30, 2001.

         (vii)    "Peer Group" means the group of companies identified in
                  Exhibit B hereto, with any changes made by the Committee
                  pursuant to Section 7 of this Subplan.

         (viii)   "Performance Period" means January 1, 2001 through December
                  31, 2003.

         (ix)     "TSR" means total return to shareowners, as reflected by the
                  sum of (A) change in stock price (measured as the difference
                  between (I) the average of the closing prices of a company's
                  common stock on the New York Stock Exchange, or of the last
                  sale prices of such stock on the Nasdaq Stock Market, as
                  applicable, in the period beginning on the tenth trading day
                  preceding the beginning of the Performance Period and ending
                  on the tenth trading day of the Performance Period and (II)
                  the average of such closing or last sale prices for such stock

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