EASTMAN CHEMICAL CO
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.03
<SEQUENCE>5
<FILENAME>g79134exv10w03.txt
<DESCRIPTION>AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.03

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amended and Restated Registration Rights Agreement (the" Agreement") is
made this ____ day of December, 2001 by and between Eastman Chemical Company, a
Delaware corporation (the "Company"), and Wachovia Bank, N.A., a national
banking association (the "Trustee"), as trustee under the Eastman Chemical
Company Benefit Security Trust created by that certain Trust Agreement, dated
December 24, 1997, by and between the Company and the Trustee.

                              W I T N E S S E T H:

         WHEREAS, Eastman Chemical Company previously entered into a Warrant
with the Trustee dated December 24, 1997 (the "Original Warrant"), and in
connection therewith also entered into a Registration Rights Agreement with the
Trustee (the "Original Registration Rights Agreement");

         WHEREAS, the Company has amended the Original Warrant effective as of
January 2, 2002 (the "Warrant") and in connection therewith, wishes to amend the
Original Registration Rights Agreement as provided herein, effective as of
January 2, 2002;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

1.       Certain Definitions.

                  For purposes of this Agreement, the following terms have the
         following meanings when used herein:

         (a)      "Business Day" means any day that is not a Saturday, a Sunday
or a day on which banks are required or permitted to be closed in the State of
North Carolina.

         (b)      "Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

         (c)      "Common Stock" means the Company's common stock, par value
$.01 per share, and shall include any capital stock of the Company into which
such class of stock shall be converted.

         (d)      "Company" means Eastman Chemical Company, a Delaware
corporation, and its successors and assigns.

         (e)      "Exchange Act" means the Securities Exchange Act of 1934, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as in effect from time to time.

         (f)      "Holder" means any Person that owns Registrable Securities,
including such successors and assigns as acquire Registrable Securities,
directly or indirectly, from such Person. For purposes of this Agreement, the
Company may deem and treat the registered holder of a Registrable Security as
the Holder and absolute owner thereof.


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         (g)      "Initial Holder" means the Trustee.

         (h)      "Majority Registered Holders" means in the case of any
registration statement, the Holders of a majority of the Registrable Securities
proposed to be covered (or so covered) in such registration statement.

         (i)      "Person" means any individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture, or other entity, or a government or any political
subdivision or agency.

         (j)      "Registrable Securities" means (A) the Warrant Shares issued
to the Holder upon exercise of the Warrant and (B) any securities of the Company
issued as a dividend or other distribution with respect to, or in exchange for
or in replacement of, the Warrant Shares. For purposes of this Agreement, a
Registrable Security ceases to be a Registrable Security when either (i) it has
been effectively registered under the Securities Act and sold or distributed to
any Person pursuant to an effective registration statement covering it, or (ii)
it has been sold or distributed to any Person pursuant to Rule 144.

         (k)      "Registration" means any registration of Registrable
Securities effected pursuant to Section 2 hereof.

         (1)      "Regulation M" means the rules promulgated by the Commission
under Regulation M of the Exchange Act, as such rules may be amended from time
to time, or any similar successor rules that may be promulgated by the
Commission.

         (m)      "Rule 144," Rule 145," "Rule 415" and "Rule 424" mean,
respectively, Rule 144, Rule 145, Rule 415 and Rule 424, each promulgated by the
Commission under the Securities Act, in each case as amended from time to time,
or any similar successor rule thereto that may be promulgated by the Commission.

         (n)      "Securities Act" means the Securities Act of 1933, as amended
(or any similar successor federal statute), and the rules and regulations
thereunder, as the same are in effect from time to time.

         (o)      "Trust" means the Eastman Company Benefit Security Trust
created by the Trust Agreement.

         (p)      "Trustee" means Wachovia Bank, N.A., a national banking
association, as trustee under the Trust.

         (q)      "Trust Agreement" means that certain Trust Agreement, dated
December 24, 1997, by and between the Company and the Trustee.

         (r)      "Warrant" means that certain Warrant to purchase shares of
Common Stock of the Company, dated as of December __, 1997, held by the Initial
Holder.

         (s)      "Warrant Shares" means the shares of Common Stock, as adjusted
from time to time, deliverable upon exercise of the Warrant.

2.       Registrations.

         (a)      Effective Registration. At any time after exercise of the
Warrant and before one year following such exercise, upon written notice to the
Company from one or more Holders (the "Initiating Holders") of Registrable
Securities holding in the aggregate Registrable Securities with a market value
(on the date the written notice is delivered) of at least $20 million,
requesting that the Company effect, pursuant to this Section 2, the


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registration of any of such Initiating Holders' Registrable Securities under the
Securities Act (which notice shall specify the Registrable Securities so
requested to be registered, the proposed amounts thereof and the intended method
or methods of disposition by such Initiating Holders), the Company shall
promptly (but in any event within 10 Business Days) give written notice of such
requested registration to all Holders, and thereupon the Company shall, as soon
as practicable, use its reasonable efforts to effect the registration under the
Securities Act of:

                  (A)      the Registrable Securities that the Initiating
         Holders have requested the Company to register, for disposition in
         accordance with the intended method or methods of disposition stated in
         their notice to the Company; and

                  (B)      all other Registrable Securities the Holders of which
         shall have made a written request to the Company for registration
         thereof (which request shall specify such Registrable Securities and
         the proposed amounts thereof) within 15 Business Days after the receipt
         of such written notice from the Company,

all to the extent requisite to permit the disposition by Holders of the
securities then constituting Registrable Securities so to be registered.

         (b)      Frequency: Duration. The Company shall not be required to
effect more than two Registrations pursuant to this Agreement The Company shall
not be required to effect a Registration pursuant to this Section 2 if it shall
have so effected a Registration during the previous 12 months; provided,
however, that a Registration shall not be deemed to have been effected for
purposes of this Section 2(b) if the applicable registration statement has not
been declared effective and kept effective until the earlier of (i) 180 days
following the date on which such registration statement was declared effective,
and (ii) the sale pursuant to such registration statement of the Registrable
Securities covered thereby.

         (c)      Inclusion of Other Securities. The Company shall not register
any securities other than Registrable Securities in any Registration without the
prior written consent of the Majority Registered Holders. If any securities
other than Registrable Securities are so registered, securities requested to be
registered by the Company for sale for its own account shall have absolute
priority over securities requested to be registered by third parties.

3.       Registration Procedures.

         (a)      Company Procedures. Whenever the Company is required by this
Agreement to effect the registration of any Registrable Securities under the
Securities Act pursuant to a registration statement, the Company shall use its
reasonable efforts to effect each such registration to permit the sale of such
Registrable Securities in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company shall, as soon as
practicable:

                  (i)      prepare and file with the Commission the requisite
registration statement to effect such registration and thereafter use its
reasonable efforts to cause such registration statement to be declared effective
as soon as practicable and to remain continuously effective for the time period
required by this Agreement to the extent permitted under the Securities Act,
provided that as soon as practicable but in no event later than three Business
Days before filing such registration statement, any related prospectus or any
amendment or supplement thereto, other than any amendment or supplement made
solely as a result of incorporation by reference of documents filed with the
Commission subsequent to the filing of such registration statement, the Company
shall furnish to the Holders of the Registrable Securities covered (or proposed
to be covered) by such registration statement and the underwriters, if any,
copies of all such documents proposed to be filed, which documents. shall be
subject to the review of such Holders and underwriters; the Company shall not
file any registration statement or


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amendment thereto or any prospectus or any supplement thereto (other than any
amendment or supplement made solely as a result of incorporation by reference of
documents filed with the Commission subsequent to the filing of such
registration statement) to which the managing underwriters of the applicable
offering, if any, or the Majority Registered Holders shall have reasonably
objected in writing within two Business Days after receipt of such documents to
the effect that such registration statement or amendment thereto or prospectus
or supplement thereto does not comply in all material respects with the
requirements of the Securities Act (provided that the foregoing shall not limit
the right of any Holder whose Registrable Securities are covered by a
registration statement to reasonably object, within two Business Days after
receipt of such documents, to any particular information that is to be contained
in such registration statement, amendment, prospectus or supplement and relates
specifically to such Holder, including, without limitation, any information
describing the manner in which such Holder acquired such Registrable Securities
and the intended method or methods of distribution of such Registrable
Securities), and if the Company is unable to file any such document due to the
objections of such underwriters or such Holders, the Company shall use its
reasonable efforts to cooperate with such underwriters and Holders to prepare,
as soon as practicable, a document that is responsive in all material respects
to the reasonable objections of such underwriters and Holders;

                  (ii)     prepare and file with the Commission such amendments
and post-effective amendments to such registration statement as may be necessary
to keep such registration statement continuously effective and current for the
period required by this Agreement to the extent permitted under the Securities
Act; and cause each related prospectus to be supplemented by any prospectus
supplement as may be required, and as so supplemented to be filed pursuant to
Rule 424; and otherwise comply with the provisions of the Securities Act as may
be necessary to facilitate the disposition of all Registrable Securities covered
by such registration statement during the applicable period in accordance with
the intended method or methods of disposition by the selling Holders thereof set
forth in such registration statement or such prospectus or prospectus
supplement;

                  (iii)    notify the Holders and the managing underwriters, if
any, of the applicable offering (providing, if requested by any such Persons,
confirmation in writing) as soon as practicable after becoming aware of: (A) the
filing of any prospectus or prospectus supplement or the filing or effectiveness
(or anticipated date of effectiveness) of such registration statement or any
post-effective amendment thereto; (B) any request by the Commission for
amendments or supplements to such registration statement or the related
prospectus or for additional information; (C) the issuance by the Commission of
any stop order suspending the effectiveness of such registration statement or
the initiation of any proceedings for that purpose; (D) the receipt by the
Company of any notification with respect to the suspension of the qualification
or registration (or exemption therefrom) of any Registrable Securities for sale
in any jurisdiction in the United States or the initiation or threatening of any
proceeding for such purposes; or (E) the happening of any event that makes any
statement made in such registration statement or in any related prospectus,
prospectus supplement, amendment or document incorporated therein by reference
untrue in any material respect or that requires the making of any changes in
such registration statement or in any such prospectus, supplement, amendment or
other such document so that it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein (m the case of any prospectus in the
light of the circumstances under which they were made) not misleading;

                  (iv)     make every reasonable effort to obtain at the
earliest possible moment the withdrawal of any order or other action suspending
the effectiveness of any such registration statement or suspending the
qualification or registration (or exemption therefrom) of the Registrable
Securities for sale in any jurisdiction;

                  (v)      if reasonably requested by the managing underwriters,
if any, of the applicable offering, as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as such
underwriters agree should be included therein relating to the sale and offering
of the applicable Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold


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to any underwriters, the purchase price being paid therefor by any such
underwriters and any other terms of the offering of the Registrable Securities;
and make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable following receipt of notice of the matters to
be incorporated therein;

                  (vi)     as soon as practicable after filing such documents
with the Commission, furnish to the Holders and each of the underwriters, if
any, without charge, at least one manually signed or conformed copy of such
registration statement and any post-effective amendment thereto, including
financial statements and schedules; and as soon as practicable after the request
of any Holder or underwriter, furnish to such Holder or underwriter, as the case
may be, at least one copy of any document incorporated by reference in such
registration statement or in any related prospectus, prospectus supplement or
amendment, together with all exhibits thereto (including those previously
furnished or incorporated by reference);

                  (vii)    deliver to the Holders and to each of the
underwriters, if any, without charge, as many copies of the prospectus or
prospectuses (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons may reasonably request; subject to Section
3(b)(i) hereof, the Company consents to the use of any such prospectus or any
amendment or supplement thereto by the Holders and the underwriters, if any, in
connection with the offering and sale of the Registrable Securities covered by
any such prospectus or any amendment or supplement thereto;

                  (viii)   prior to any public offering of Registrable
Securities, register or qualify (or obtain an exemption therefrom), or cooperate
with the Holders, the underwriters, if any, and their respective counsel in
connection With the registration or qualification (or exemption therefrom) of,
such Registrable Securities for offer and sale under the securities or blue sky
laws of such jurisdictions in the United States as the Holders or the
underwriters, if any, shall reasonably request in writing; keep each such
registration or qualification (or exemption therefrom) effective during the
period during which such registration statement is required to be kept effective
pursuant to this Agreement, to the extent permitted under the Securities Act;
and do any and all other acts and things reasonably necessary or advisable to
facilitate the disposition in such jurisdictions of the Registrable Securities
covered by such registration statement; provided that the Company shall not be
required to qualify generally to do business in any jurisdiction where it would
not be required to qualify but for this Section 3(a)(viii);

                  (ix)     cooperate with Holders participating in such
registration and the underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing the Registrable Securities to be sold;
and enable such Registrable Securities to be in such denominations and
registered in such names as the underwriters, if any, may request at least two
Business Days prior to any sale of Registrable Securities to the underwriters;

                  (x)      use its reasonable efforts to cause the Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities in the United States
as may be reasonably necessary to enable the Holders or the underwriters, if
any, to consummate the disposition of such. Registrable Securities;

                  (xi)     as soon as practicable after the occurrence of any
event described in Section 3(a)(iii)(E) hereof, prepare a supplement or
post-effective amendment to such registration statement or to the related
prospectus or any document incorporated therein by reference, or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, such prospectus shall not contain
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading; if any event described
in Section 3(a)(iii)(B) hereof occurs, use its reasonable efforts to cooperate
with the Commission to prepare, as soon as practicable, any amendment or
supplement to such registration statement or such related prospectus and any
other additional information, or to take other action that may have been
requested by the Commission;


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                  (xii)    use its reasonable efforts to cause all Common Stock
constituting Registrable Securities covered by such registration statement to be
listed on each securities exchange (or quotation system operated by a national
securities association) on which the Common Stock of the Company is then listed
(or included), if so requested by the Majority Registered Holders or the
underwriters, if any, and enter into customary agreements including, if
necessary, a listing application and indemnification agreement in customary
form, and provide a transfer agent for such Registrable Securities no later than
the effective date of such registration statement; use its reasonable efforts to
cause any other Registrable Securities covered by such registration statement to
be listed (or included) on each securities exchange (or quotation system
operated by a national securities association) on which securities of the same
class and series, if any, are then listed (or included) (or on any exchange or
quotation system on which any Person other than a Holder shall have the right to
have securities of the same class and series, if any, listed or included), if so
requested by the Majority Registered Holders or the underwriters, if any, and
enter into customary agreements including, if necessary, a listing application
and indemnification agreement in customary form, and, if necessary, provide a
transfer agent for such securities no later than the effective date of such
registration statement;

                  (xiii)   provide a CUSIP number for the Registrable Securities
no later than the effective date of such registration statement;

                  (xiv) enter into customary agreements (including, in the case
                  of an underwritten offering, an underwriting agreement in
                  customary form for the managing underwriters with respect to
                  issuers of similar market capitalization and reporting and
                  financial histories) and take all such other reasonable
                  actions in connection therewith in order to expedite or
                  facilitate the disposition of the Registrable Securities
                  included in such registration statement and, in the case of an
                  underwritten offering: (A) make representations and warranties
                  to each Holder of Registrable Securities participating in such
                  offering and to each of the underwriters, in such form,
                  substance and scope as are customarily made to the managing
                  underwriters by issuers of similar market capitalization and
                  reporting and financial histories and confirm the same to the
                  extent customary if and when requested; (B) obtain opinions of
                  counsel to the Company and updates thereof addressed to each
                  Holder of Registrable Securities participating in such
                  offering and to each of the underwriters, such opinions and
                  updates to be in customary form and covering the matters
                  customarily covered in opinions obtained in underwritten
                  offerings by the managing underwriters for issuers of similar
                  market capitalization and reporting and financial histories;
                  (C) obtain "comfort" letters and updates thereof from the
                  Company's independent certified public accountants addressed
                  to each Holder of Registrable Securities participating in such
                  offering and to each of the underwriters, such letters to be
                  in customary form and covering matters of the type customarily
                  covered in "comfort" letters to the managing underwriters in
                  connection with underwritten offerings by them for issuers of
                  similar market capitalization and reporting and financial
                  histories; (D) provide, in the underwriting agreement to be
                  entered into in connection with such offering, indemnification
                  provisions and procedures of the type customarily contained in
                  underwriting agreements for offerings by issuers of similar
                  market capitalization and reporting and financial histories;
                  and (E) deliver such customary documents and certificates as
                  may be reasonably requested by the Majority Registered Holders
                  and the managing underwriters to evidence compliance with
                  clause (A) of this paragraph (xiv) and with any customary
                  conditions contained in the underwriting agreement entered
                  into by the Company in connection with such offering;


                  (xv)     make available, for inspection by the Holders of the
Registrable Securities included in such registration, any underwriter
participating in any disposition of Registrable Securities pursuant to such
registration statement, and any attorney, accountant or other representative
retained by such selling Holders or by any such underwriter, all pertinent
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors and employees to supply all
information reasonably requested by any such underwriter, attorney, accountant
or other representative in connection with such registration;


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                  (xvi)    otherwise use its reasonable efforts to comply with
all applicable rules and regulations of the Commission relating to such
registration and the distribution of the securities being offered (including,
without limitation, Regulation M, with respect to which the Company shall also
use its reasonable efforts timely to apprise each Holder of any bids and
purchases by the Company, and of any known bids and purchases by each
"affiliated purchaser" (as defined in Regulation M) of the Company, that would
in the opinion of the Company be prohibited under Regulation M in connection
with a "distribution" (as so defined) by such Holder of securities of the
Company) and make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act, no later than
60 days after the end of any 12-month period (or 120 days, if such period is a
fiscal year) commencing at the end of any fiscal quarter in which the
Registrable Securities are sold to underwriters in a firm commitment or best
efforts underwritten offering, or, if not sold to underwriters in such an
offering, beginning with the first month of the Company's first fiscal quarter
commencing after the effective date of such registration statement, which
earning statements shall cover such 12-month periods;

                  (xvii)   cooperate and assist in any filings required to be
made with the National Association of Securities Dealers, Inc. and in the
performance of any customary or required due diligence investigation by any
underwriter; and

                  (xviii)  use its reasonable efforts to take all other
reasonable steps necessary and appropriate to effect such registration in the
manner contemplated by this Agreement.

         (b)      Holder Procedures.

                  (i)      Each Holder agrees, by acquisition of the Registrable
Securities that, upon receipt of any notice from the Company of the happening of
any event described in Section 3(a)(iii)(B), 3(a)(iii)(C), 3(a)(iii)(D) or
3(a)(iii)(E) hereof, such Holder shall forthwith discontinue disposition of any
Registrable Securities (but, in the case of an event described in Section
3(a)(iii)(D), in the affected jurisdiction or jurisdictions only) covered by the
affected registration statement or prospectus until such Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section
3(a)(iii) or 3(a)(xi) hereof or until such Holder is (it being agreed by the
Company that the underwriters, if any, shall also be) advised in writing (the"
Advice") by the Company that the use of the applicable prospectus may be
resumed. If the Company shall have given any such notice, the 180-day period
mentioned in Section 2(b) hereof shall be extended by the number of days from
and including the date of the giving of such notice to and including the date
when each Holder of Registrable Securities included in such Registration shall
have received the copies of the supplemented or amended prospectus contemplated
by Section 3(a)(iii) or 3(a)(xi) hereof or the Advice, as the case may be.

                  (ii)     In connection with any underwritten public offering
of Registrable Securities pursuant to a Registration, the managing underwriter
of such offering shall be a nationally recognized investment banking firm
selected by the Majority Registered Holders and shall be reasonably acceptable
to the Company.

                  (iii)    Each Holder hereby agrees that for a period of at
least 90 days (or such longer period, not to exceed 180 days, as the Company may
agree with the managing underwriter) after the effective date of any
underwritten public offering of Registrable Securities, such Holder will not,
directly or indirectly, sell, offer to sell, or otherwise transfer or dispose of
any Common Stock other than any of such Holder's Common Stock included in such
underwritten public offering unless otherwise consented by the representative of
the underwriters in such underwritten "public offering, and hereby agrees to
execute and delivery to such underwriters such form of agreement reflecting such
Holder's agreement as the Company and such underwriter may request.


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4.       Registration Expenses

         All expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, fees and expenses of, compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications or registrations (or the obtaining of exemptions therefrom)
of the Registrable Securities), printing expenses (including expenses of
printing prospectuses), messenger and delivery expenses, internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), reasonable fees and
disbursements of its counsel and its independent certified public accountants
(including the reasonable expenses of any special audit or "comfort" letters
required by or incident to such performance or compliance), securities acts
liability insurance (if the Company elects to obtain such insurance), reasonable
fees and expenses of any special experts retained by the Company in connection
with any registration hereunder, reasonable fees and expenses of other Persons
retained by the Company, reasonable fees and expenses of one counsel for the
Holders, selected by the Majority Registered Holders, incurred in connection
with each registration hereunder, and reasonable out-of-pocket expenses of the
Holders (all such expenses being herein referred to as "Registration Expenses"),
shall be borne by the Company; provided that Registration Expenses shall not
include any underwriting discounts, commissions or fees attributable to the sale
of the Registrable Securities.

5.       Indemnification: Contribution.

         (a)      Indemnification by the Company. The Company shall indemnify,
to the full extent permitted by law, each Holder of Registrable Securities, and
if applicable, its officers, directors, employees and agents, and if applicable,
each Person who controls such Holder (within the meaning of the Securities Act),
against all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation and legal expenses) arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in any
registration statement covering any Registrable Securities, any related
prospectus or preliminary prospectus, or any amendment or supplement thereto, or
any omission or alleged omission to state in any thereof a material fact
required to be stated therein or necessary to make the statements therein (in
the case of a prospectus or prospectus supplement, in light of the circumstances
under which they were made) not misleading, except in each case insofar as the
same arises out of or is based upon an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in such registration statement, prospectus, preliminary
prospectus, amendment or supplement, as the case may be, made or omitted, as the
case may be, in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use therein. This
indemnity is in addition to any liability that the Company may otherwise have.
The Company shall also indemnify any underwriters of the Registrable Securities
and their officers and directors and each Person who controls such underwriters
(within the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of Holders and other specified Persons.

         (b)      Indemnification by Holders of Registrable Securities. In
connection with any registration statement covering Registrable Securities, each
Holder any of whose Registrable Securities are covered thereby shall furnish to
the Company in writing such information and affidavits with respect to such
Holder as the Company reasonably requests for use in connection with such
registration statement, any related prospectus or preliminary prospectus, or
any amendment or supplement thereto, and shall indemnify, to the full extent
permitted by law, the Company, the Company's directors, officers, employees and
agents and each Person who controls the Company (within the meaning of the
Securities Act), against all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation and legal expenses) arising out of
or based upon any untrue or alleged untrue statement of a material fact
contained in any registration statement covering any Registrable Securities, any
related prospectus or preliminary prospectus, or any amendment or supplement
thereto, or any omission or alleged omission to state in any thereof a material
fact required to be stated therein or necessary to make the statements therein
(in the case of a prospectus or prospectus supplement, in light of the
circumstances under which they were


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made) not misleading, in each case to the extent, but only to the extent, that
the same arises out of or is based upon an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in such registration statement or in such related prospectus,
preliminary prospectus, amendment or supplement, as the case may be, made or
omitted, as the case may be, in reliance upon and in conformity with written
information furnished to the Company by such Holder expressly for use therein.
This indemnity is in addition to any liability that a Holder may otherwise have.
Each Holder participating in an offering of Registrable Securities shall, if
requested by the managing underwriter or underwriters of such offering, also
indemnify any underwriters of such Registrable Securities and their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the Company and other specified Persons.

         (c)      Conduct of Indemnification Proceedings. Any Person entitled to
indemnification under this Section 5 agrees to give prompt written notice to the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such Person will claim indemnification or contribution
pursuant to this Agreement and, unless in the reasonable judgment of such
indemnified party a conflict of interest may exist between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to such indemnified party. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim, it shall not be
obligated to pay the reasonable fees and expenses of more than one counsel with
respect to such claim, unless in the reasonable judgment of counsel to such
indemnified party, expressed in a writing delivered to the indemnifying party, a
conflict of interest may exist between such indemnified party and any other
indemnified party with respect to such claim, in which event the indemnifying
party shall be obligated to pay the reasonable fees and expenses of such
additional counselor counsels (which shall be limited to one counsel per
indemnified party). The indemnifying party shall not be subject to any liability
for any settlement made without its consent, which consent shall not be
unreasonably withheld.

         (d)      Contribution.

                  (i)      If the indemnification provided for in this Section 6
from the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions that resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties, relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in Section 5(c) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.

                  (ii)     The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.


                                       65
<PAGE>

                  (iii)    If indemnification is available under this Section 5,
the indemnifying parties shall indemnify each indemnified party to the full
extent provided in Sections 5(a) and 5(b) hereof without regard to the relative
fault of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 5(d).

6.       Participation in Underwritten Registrations.

         No Person may participate in any underwritten registration hereunder
unless such Person (a) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements, (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements and (c) agrees to pay such Person's pro rata portion of all
underwriting discounts and commissions.

7.       Cooperation with the Company.

         Each Holder, by the acceptance of Registrable Securities or by exercise
of its rights hereunder, agrees to use its reasonable efforts to cooperate with
the Company in all reasonable respects in connection with the preparation and
filing of Registrations hereunder in which such Registrable Securities are
included or requested to be included.

8.       Miscellaneous.

         (a)      Remedies. Each Holder of Registrable Securities, in addition
to being entitled to exercise all rights in an action at law, including recovery
of damages, shall be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b)      Amendments and Waivers. Except as otherwise provided herein,
the provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company shall have obtained the prior written consent of (i)
the Holders of a majority of the securities then constituting Registrable
Securities and (ii) each Holder materially and adversely affected by such
amendment, modification, supplement, waiver or departure.

         (c)      Notices. All notices, requests, waivers, releases, consents,
and other communications required or permitted by this Agreement (collectively,
"Notices") shall be in writing. Notices shall be deemed sufficiently given for
all purposes under this Agreement when delivered in person, when dispatched by
telegram or (upon written confirmation of receipt) by electronic facsimile
transmission or (upon written confirmation of receipt) when dispatched by a
nationally recognized overnight courier service. All Notices shall be delivered
as follows:

                  (i)      if to a Holder of Registrable Securities, at the
address indicated on Company's registrar relating to such securities or at such
other address as such Holder may have furnished to the Company in writing; and


                                       66
<PAGE>

                  (ii)     if to the Company, at:

                                    Eastman Chemical Company
                                    P. O. Box 511
                                    Eastman Road
                                    Building 75
                                    Kingsport, Tennessee 37602-5075
                                    Attention: General Counsel
                                               Telephone Number: (423) 229-2097
                                    Fax Number: (423) 229-1679

         (d)      Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, including any successors by merger to the Company.

         (e)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (f)      Headings: Construction. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. Unless the context otherwise requires, all references to
Sections are to Sections of this Agreement, "or" is inclusively disjunctive, and
words in the singular include the plural and vice versa. In computing any period
of time specified in this Agreement, the date of the act or event from which
such period of time is to be measured shall be included, any such period shall
expire at 5:00 p.m., Kingsport, Tennessee time, on the last day of such period,
and any such period denominated in months shall expire on the date in the last
month of such period that has the same numerical designation as the date of the
act or event from which such period is to be measured; provided, however, that
if there is no date in the last month of such period that has the same numerical
designation as the date of such act or event, such period shall expire on the
last day of the last month of such period.

         (g)      Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of North Carolina,
without regard to the principles of conflicts of laws thereof.

         (h)      Severability. If one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect, for any reason the validity, legality and
enforceability of the remaining provisions contained herein shall not be in any
way affected or impaired thereby, and the provision held to be invalid, illegal
or unenforceable shall be reformed to the minimum extent necessary, and in a
manner as consistent with - the purposes thereof as is practicable, so as to
render it valid, legal and enforceable, it being intended that all of the rights
and privileges of the Holders hereunder shall be enforceable to the fullest
extent permitted by law.

         (i)      Entire Agreement. This Agreement is intended by the Company
and the Initial Holder to be a final expression thereof and is intended to be a
complete and exclusive statement of the agreement and understanding of the
Company and the Initial Holder in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings among the Company and any Holders with respect to
such subject matter.


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<PAGE>

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written, but effective as of
January 2, 2002.


                                           EASTMAN CHEMICAL COMPANY


                                           By:
                                               ----------------------------
                                                    Name
                                                    Title

                                           EASTMAN CHEMICAL COMPANY BENEFIT
                                           SECURITY TRUST

                                           By: WACHOVIA BANK, N.A., Trustee

                                           By:
                                               ----------------------------
                                                    Name
                                                    Title


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</TEXT>
</DOCUMENT>
