EASTMAN CHEMICAL CO
NOTICE OF RESTRICTED STOCK GRANTED
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<TYPE>EX-10.01
<SEQUENCE>3
<FILENAME>g79134exv10w01.txt
<DESCRIPTION>NOTICE OF RESTRICTED STOCK GRANTED
<TEXT>
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                                                                   EXHIBIT 10.01

                                  AWARD NOTICE

                           NOTICE OF RESTRICTED STOCK
                             GRANTED PURSUANT TO THE
                            EASTMAN CHEMICAL COMPANY
                    2002 OMNIBUS LONG-TERM COMPENSATION PLAN

                                         Grantee: J. Brian Ferguson

                                         Number of Shares:  28,020

                                         Date of Grant: October 7, 2002

         1.       Award of Restricted Stock. This Award Notice serves to notify
you that the Compensation and Management Development Committee (the "Committee")
of the Board of Directors of Eastman Chemical Company ("Company") has granted to
you, under the 2002 Omnibus Long-Term Compensation Plan ("Plan"), the number of
shares ("Restricted Stock") of its $.01 par value Common Stock ("Common Stock")
set forth above, to be held, subject to the terms of the Plan and this Award
Notice, as restricted stock. This Award recognizes your significant contribution
to the Company and provides additional incentive for your continued service with
the Company. The Plan is incorporated herein by reference and made a part of
this Award Notice. Capitalized terms not otherwise defined herein have the
respective meanings set forth in the Plan.

         2.       Lapse of Restrictions. The restrictions described below with
respect to the Restricted Stock will lapse upon the earlier of: (1) as to 9,340
shares, on October 7, 2005; as to 9,340 shares, on October 7, 2006; and as to
9,340 shares, on October 7, 2007; in each case if and only if you are still an
employee of the Company or a Subsidiary on that date, or (2) termination of your
employment with the Company and its Subsidiaries, if and only if such
termination is by reason of death, disability, or for another approved reason,
as determined by the Committee (the dates described in clause (1) or (2), as
applicable, are referred to herein as the "Vesting Dates").

         3.       Book-Entry Registration. The Restricted Stock awarded pursuant
to this Award Notice initially will be evidenced by book-entry registration
only, without the issuance of certificates representing such shares.

         4.       Issuance of Shares. Subject to the other terms of this Award
Notice, the Company will either issue a certificate or certificates representing
the Restricted Stock as promptly as practicable following the Vesting Dates or
place the shares in the Automatic Dividend Reinvestment Plan maintained for
stockholders of the Company as directed by the grantee. The Company may withhold
or require the grantee to remit a cash amount sufficient to satisfy federal,
state, and local taxes (including the Participant's FICA obligation) required by
law to be withheld. Further, either the Company or the grantee may elect to
satisfy the withholding requirement by having the Company withhold shares of
common stock having a Fair Market Value on the date the tax is to be determined
equal to the minimum statutory total tax which could be imposed on the
transaction.

You may elect to defer the Award until after you retire or otherwise terminate
employment with the Company and its Subsidiaries under the terms and subject to
the conditions of the Eastman Executive Deferred Compensation Plan, as the same
now exists or may be amended hereafter (the "EDCP"). If you choose to defer the
Award, the Award shall be converted into the right to receive a cash payment.

If any portion of an Award is converted into a right to receive a cash payment
as described above, an amount representing the Fair Market Value of the deferred
portion of the Award will be credited to the Stock Account of the Eastman EDCP
and hypothetically invested in units of Common Stock. Thereafter, such amount
will be treated in the same manner as other investments in the EDCP and shall be
subject to the terms and conditions thereof.

         5.       Restrictions on Transfer of Shares. The Restricted Stock, and
the right to vote such shares and to receive dividends thereon, may not, except
as otherwise provided in the Plan, be sold, assigned, transferred, pledged or
encumbered in any way prior to the Vesting Dates, whether by operation of law or
otherwise. After the Vesting Dates, certificates for the Restricted Stock may be
issued during your lifetime only to you, except in the case of a permanent
disability involving mental incapacity.


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         6.       Limitation of Rights. Except as otherwise provided in this
Award Notice or the Plan, prior to the Vesting Dates, you will have no rights of
a stockholder with respect to the Restricted Stock, except for the right to
receive such cash dividends, if any, as may be declared on the shares of Common
Stock subject thereto from time to time, and the right to vote (in person or by
proxy) such shares at any meeting of stockholders of the Company. Neither the
Plan, this Award nor this Award Notice gives you any right to remain employed by
the Company or a Subsidiary.

         7.       Termination. Upon termination of your employment with the
Company and its Subsidiaries, prior to a Vesting Date, other than by reason of
death, disability, or for another approved reason, as determined by the
Committee, all of the unvested shares of Restricted Stock will be canceled and
forfeited by you to the Company without the payment of any consideration by the
Company. In such event, neither you nor any of your successors, heirs, assigns
or personal representatives will thereafter have any further rights or interest
in such shares or otherwise in this Award.

         8.       Change in Ownership; Change in Control. Sections 25 and 26 of
the Plan contain certain special provisions that will apply to this Award in the
event of a Change in Ownership or Change in Control, respectively.

         9.       Adjustment of Shares. If the number of outstanding shares of
Common Stock changes through the declaration of stock dividends or stock splits
prior to the Vesting Date, the shares of Common Stock subject to this Award
automatically will be adjusted. If there is a change in the number of
outstanding shares of Common Stock or any change in the outstanding stock of the
Company (or any successor to the Company) prior to the Vesting Dates, the
Committee will make any adjustments and modifications to this Award that it
deems appropriate. In the event of any other change in the capital structure or
in the Common Stock of the Company, the Committee is authorized to make
appropriate adjustments to this Award.

         10.      Restrictions on Issuance of Shares. If at any time the Company
determines that listing, registration or qualification of the shares of Common
Stock subject to this Award upon any securities exchange or under any state or
federal law, or the approval of any governmental agency, is necessary or
advisable as a condition to the award or issuance of certificate(s) for the
shares of Common Stock subject to this Award, such award or issuance may not be
made in whole or in part unless and until such listing, registration,
qualification or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.

         11.      Noncompetition; Confidentiality. You will forfeit all rights
to this Award if you violate the noncompetition and confidentiality provisions
contained in Section 20 of the Plan.

         12.      Plan Controls. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Award Notice, the
provisions of the Plan will be controlling and determinative.


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