EX-24 2 shellepoa.htm

POWER OF ATTORNEY











The undersigned, Patrick Sheller, hereby appoints each of

Jack Bailey, individually, his attorney in fact to:



(1) execute for the undersigned, in the undersigned's capacity as an officer

of Eastman Kodak Company (the "Company"), Forms 3, 4, and 5 in accordance

with Section 16(a) of the Securities Exchange Act of 1934 and the rules

thereunder;



(2) execute for the undersigned, in the undersigned's capacity as an

officer of the Company Form 144 in accordance with the Securities Exchange

Act of 1934 and the rules thereunder;



(3) perform any and all acts for the undersigned which may be necessary

or desirable to complete and execute any such Form 3, 4 or 5, or Form 144

and timely file such form with the United States Securities and Exchange

Commission and any stock exchange or similar authority; and



(4) take any other action of any type whatsoever in connection with

the foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be

in such form and shall contain such terms and conditions as such attorney

in fact may approve in his or her discretion.



The undersigned hereby grants to his attorney in fact full power and

authority to do anything that is necessary or desirable in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned could do if personally present, with full

power of substitution or revocation, hereby ratifying and confirming all

that such attorney in fact, or such attorney in fact's substitute or

substitutes, shall lawfully do or cause to be done by

virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney in fact, in

serving in such capacity at the request of the undersigned, is not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 and Form 144 with

respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a

signed writing to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 5th day of January, 2012.







/s/Patrick M. Sheller







Sworn to before me this

5 day of January, 2012

Karen J. Bruno

Notary Public

State of NY, Monroe County

My Commission expires May 31, 2014





poweratt.doc





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