Eastman Chemical Co.

Mr. Deavenport has served as a Director since October 2007. He is the retired Chairman and Chief Executive Officer of Eastman Chemical Company, and served in those positions from 1994 to 2002. Mr. Deavenport served as a director of Acuity Brands from June 2002 until October 2007. Mr. Deavenport serves as Lead Director, is Chairman of our Compensation Committee and is a member of our Nominating and Corporate Governance Committee. He is a director of King Pharmaceuticals, Inc. and Regions Financial Corporation.

Mr. Ferguson, 53, is chairman and chief executive officer of Eastman Chemical Company, a global chemical company engaged in the manufacture and sale of a broad portfolio of chemicals, plastics and fibers. Prior to becoming chairman and chief executive officer in January 2002, Mr. Ferguson served as president of Eastman s Chemicals Group, where he had direct responsibility for all chemicals-based business organizations, as well as the manufacturing, sales, pricing and product management, technology and geographical aspects of the business group. He joined Eastman in 1977 and led several businesses in the U.S. and Asia. Mr. Ferguson is a director of the American Chemistry Council and serves on the President s Export Council. Mr. Ferguson has been a director of FPL Group since 2005.

Mr. Rogers has been President of Eastman Chemical Company and Chemicals & Fibers Business Group Head since 2006, and will become President and Chief Executive Officer of the Company effective following the Annual Meeting of Stockholders on May 7, 2009. He joined the Company in 1999 as Senior Vice President and Chief Financial Officer and in 2002 also became Chief Operations Officer of Eastman Division, and was named Executive Vice President of the Company and President of Eastman Division in November 2003. Mr. Rogers served previously as Executive Vice President and Chief Financial Officer of GAF Materials Corporation. He also served as Executive Vice President, Finance, of International Specialty Products, Inc., which was spun off from GAF in 1997. Mr. Rogers is 57.

Curtis (Curt) E. Espeland is Senior Vice President and Chief Financial Officer for Eastman Chemical Company. He was appointed to his current position on September 1, 2008. A native of Geneva, Minnesota, Espeland graduated with distinction from Iowa State University with a BBA in accounting in 1986. He received an MBA with honors in 2002 from the University of Chicago's Graduate School of Business. He completed the Advanced Management Program at Harvard Business School in 2008. Espeland is a certified public accountant. Espeland joined Eastman in 1996 and has held multiple corporate and business finance positions. In addition to being Chief Accounting Officer from 2002-2008, Espeland served as Vice President, Finance, Polymers Business Group; Vice President, Finance, Eastman Division; and Vice President and Controller. Other positions include Director of Corporate Planning and Forecasting; Director of Finance, Asia Pacific; and Director of Internal Auditing. Prior to joining Eastman, Espeland was an audit and business advisory manager with Arthur Andersen LLP in the United States, Australia and Europe.

Mark J. Costa is Executive Vice President, Specialty Polymers, Coatings and Adhesives, and Chief Marketing Officer for Eastman Chemical Company. Costa has responsibility for the company’s specialty plastics segment, polyester stream operations, coatings, adhesives, specialty polymers and inks (CASPI) segment, sales, pricing, marketing development and innovation, corporate marketing, and sustainability functions. Prior to being named to this position, Costa was the Executive Vice President, Polymers Business Group Head and Chief Marketing Officer. Costa received a bachelor's degree in economics and pre-medicine from the University of California at Berkeley, where he was elected to the Phi Beta Kappa Society. He received an M.B.A. from Harvard Business School. Costa joined Eastman in 2006 as Senior Vice President, Corporate Strategy and Marketing. He then became Executive Vice President, Polymers Business Group Head and Chief Marketing Officer in 2008. Before coming to Eastman, Costa was a senior partner within Monitor Group's integrated North American and global client service networks. He joined Monitor in 1988 and his experience included corporate and business unit strategies, asset portfolio strategies, innovation and marketing, and channel strategies across a wide range of industries, including specialty and commodity chemicals, electricity, natural gas and truck/auto manufacturing. In particular, he led Monitor's practice in energy and chemicals.

Tom began faceting in 1991. After taking advanced faceting, cutting several hundred stones, and taking intarsia from Phil Magistro, Tom began teaching in 1997. He has taught both faceting and intarsia at William Holland and Southeastern Federation of Mineralogical Societies workshops at Wildacres. An information technology manager for Eastman Chemical Company in the working world, Tom retired in 1995. He is past president of the Unaka Rock and Mineral Society of Johnson City, TN and of the Kingsport Gems and Minerals Society in Kingsport, TN. For several years Tom taught a gem appreciation course in the Kingsport Senior Center. He and his wife, Jenny, have a small business for the custom cutting of faceted gemstones and creation of intarsia pieces. INTARSIA

Bob Jandzinski, the Manager of Domestic Operations, has over 30 years experience with Eastman Chemical Company including operations and aecurity expertise. Bob is responsible for production of commercial products, warehousing, shipping and technical service.

Bob Viers spent 3 years in the Army as a Tank Commander in Germany. He attended Clinch Valley College and finished at ETSU. He is retired from Eastman Chemical and is working at Eastman Credit Union. He is a guide for fly fishing for Virginia Creeper. This is his hobby and he loves his fishing. Bob lost his wife Suzanne to brain cancer last year.

Brandon Hilton has been a percussion instructor and arranger at Sullivan Central High School since early 1997. Prior to this he was a 1996 graduate of SCHS and attended Northeast State Community College and East Tennessee State University where he marched snare in the ETSU Marching Bucs and PASIC Indoor Drumline. Aside from teaching at Central, he has assisted at other high schools such as Tennessee High (TN), Virginia High (VA), Sullivan South (TN) as well as various organizations and drum & bugle corps such as the Volunteers, Scenic City, FUN! Youth Organization, and Appalachian Sound. Brandon received an A.S. in Computer Science from Northeast State and a B.S. in Information Systems from the American College of Computer and Information Sciences and currently works as an IT Systems Analyst at Eastman Chemical Company in Kingsport, TN.

Calvin is a funeral assistant, he came to work with the firm in October 2004. He has lived in the area for over 34 years having graduated from Gate City High School and the Scott County Vocational School. He is employed at the Eastman Chemical Co for 31 year and the Kingsport Press for 6 years. Calvin is married to Lou Ann Baker and they have 2 children and 1 great grandchild.

Eric grew up in Hiltons, VA and now lives in Gate City, VA with his wife, Luanne. Eric and Luanne have three children: Megan, Taylor, and Zachary. They also have a Yorkshire terrier named Duffey, which was named after one of Eric's musical idols: John Duffey. Eric is currently employed as a Senior Electrical Engineering Technician at Eastman Chemical Company in Kingsport, TN. Eric's musical career began at age 10 when he learned to play guitar and continued through his teenage years when he began playing banjo at age 13. During his early twenties, Eric began playing mandolin and, since that time, he has also taken up fiddle and the dobro. When Eric is not playing with Wires and Wood, he can be found playing with Moccasin Gap, a group that he and his wife started several years ago as well as filling-in with other groups in the region. Eric is a former founding member of the Scott County Boys and a former member of the East Tennessee State University Bluegrass Band. He is also a former member of 12 Avenue South, a band that played a weekly show at The World Famous Station Inn in Nashville, TN that included former Osborne Brothers band dobro player Gene Wooten, when Eric lived in the middle Tennessee area in the late 1980s.

Marc wanted Halston's "Catalyst for Men" to be a "chemistry set for grownups" so he created a test tube and beaker design to remind "a man of his childhood yearnings for experimentation." Both designs won FiFi Awards the "Oscars" of the fragrance world. Altogether, Marc has won seven.

Phillip Cook Ph.D., Director of Formulations, has 26 years experience with Eastman Chemical Company having worked in process development, scale-up and manufacturing, research, and technical service. His areas of strong concentration include drug delivery, coatings technology, chemical synthesis, nutritional product development, cosmetics/personal care product development, and project management. He received his Ph.D degree from University of Tennessee, holds 25 US patents covering a wide variety of topics, and is a United States Air Force veteran.

Richard L. Johnson is Senior Vice President, Fibers and Global Supply Chain for Eastman Chemical Company. Johnson has responsibility for the company’s fibers segment as well as supply chain function, acetyl stream operations and management of regions outside of the United States. Prior to being named to this position, Johnson was Vice President and General Manager of the Fibers Business. A native of Kingsport, Tennessee, Johnson earned his bachelor’s degree in chemical engineering in 1971 from Vanderbilt University in Nashville, Tennessee. Johnson joined Eastman in 1971 and held numerous positions in environmental programs, operations and manufacturing until he became Superintendent of the Cellulose Esters Division in 1991. He was named Superintendent of the Acetate Tow Division in 1993, became Vice-President and General Manager of the Fibers business in 1996, and Group Vice-President of Fibers in 2002. Johnson was named Group Vice-President of the Performance Chemicals, Intermediates, and Fibers businesses in 2006. Johnson serves on the Board of Directors of Eastman’s Primester Joint Venture.

Mr. Beard has been Senior Vice President, Marketing & Sales and Investor Relations Officer of the Company since December 2006. He was also the Vice President, Corporate Development and Investor Relations Officer from July 2005 to December 2006. Prior to joing the Company, he was Group Director, Client Development and Sales Support at Cendian Corporation, a chemical logistics subsidiary of Eastman Chemical Company. Mr. Beard has 30 years of marketing and sales, operational and financial experience in the transportation and logistics industry including Eastman Chemical Company, Ryder Systems, Inc., Comdata Corporation, American Express/First Data Resources, Truckstops of America, and Mid Continent Systems.

Whether in the role of speaker, consultant, group facilitator, or executive coach, Tom communicates a passion for ideas that help leaders create organizations where people willingly contribute their best. Tom brings his clients two decades of experience in engaging people to create meaningful change and raise the bar on performance. After developing expertise and gaining credentials in human behavior and counseling, Tom gained practical leadership and management experience serving a dozen years as the chief executive of a family services organization. In 2001 Tom launched Esquare Leadership, LLC to share his knowledge and philosophy with like-minded leaders and professionals who want to make a difference. Applying the principles of collaborative leadership, strategic thinking, and authentic human connection that he advocates in his consulting practice, in 2005 Tom succeeded in his first run for public office, and was elected Mayor of Hillsborough, NC. Tom received both a BA degree and an MSW degree from the University of North Carolina at Chapel Hill, and a Certificate in Organizational Development from UNC-Charlotte. Tom is a charter member of The Society for the Advancement of Consulting (the first from North Carolina!), and is a professional member of the National Speaker's Association. Tom's clients have included large organizations such as GlaxoSmithKline (GSK), Novozymes, Biogen Idec, NACCO Materials Handling Group (Hyster and Yale), Alcatel, and Duke University Health System; as well as professional practices, trade associations, chambers of commerce, entrepreneurial businesses owners, and enterprising non-profits. As a speaker, Tom has been applauded at top-ranked business schools, professional conferences, association meetings, and corporate retreats.

Ms. Hornbaker is Chief Financial Officer of Shared Technologies, Inc., a provider of converged voice and data networking solutions. Ms. Hornbaker served as Consultant to the Chief Executive Officer of CompuCom Systems, Inc., an information technology services provider, from 2005 until May 2006. She was Vice President and Chief Financial Officer of Flowserve Corporation from 1997 until 2004. In 1977, Ms. Hornbaker joined the accounting firm Deloitte, Haskins & Sells, now Deloitte & Touche Tohmatsu, where she became a senior manager of its audit practice in the firm's Chicago office. Following that, she served in senior financial positions with several major companies from 1986 until 1996, when she joined BW/IP, Inc., a predecessor of Flowserve, as Vice President, Business Development.

David Sensibaugh, MBA is Director, Integrated Health for Eastman Chemical Company. Employed at Eastman since 1981, David has spent his entire career working in the human resources field including assignments in personnel services, compensation, and employee benefits. He as held managerial positions in the areas of Compensation, Payroll, HR Information Technology, Employee Service Center, and Global Benefits. In his current assignment David is responsible for advancing the integrated health strategy for Eastman Chemical Company, a multinational corporation with sales in excess of $ 7B. The mission of Eastman's Integrated Health organization is to integrate all health-related services to improve the health and productivity of employees, as well as the health of covered dependents and alumni. David holds BA and MBA degrees from Virginia Tech, and is a Certified Compensation Professional (CCP). David is a member of the governor's e-Health Advisory Council for the State of Tennessee. He also serves on the board of directors for CareSpark, the regional health information organization of northeast Tennessee and southwest Virginia. David is also an adjunct faculty member at Milligan College in Tennessee, teaching a course in human resource management.

Vice Chairman of Cargill, Incorporated, a marketer, processor and distributor of agricultural, food, financial and industrial products and services, November 1999 to October 2008. Director of Eastman Chemical Company, a plastics, chemicals and fibers manufacturer.

Howard L. Lance is chairman of the board, president and chief executive officer of Harris Corporation (NYSE:HRS). Harris is a leading global provider of communications and information technology products, software, systems, and services to government, defense, and commercial markets. Corporate headquarters are located in Melbourne, Florida, and 16,000 employees serve customers in more than 150 countries. The Company has annual revenue of $5.4 billion. Mr. Lance was appointed president and chief executive officer in January 2003 and elected to the Board of Directors. He was elected chairman in June 2003. Before joining Harris, Mr. Lance was president of NCR Corporation and chief operating officer of its Retail and Financial Group. Previously, he spent 17 years with Emerson Electric Co., where he held senior management positions including executive vice president of its Electronics and Telecommunications segment; chief executive officer and director of its Astec electronics subsidiary in Hong Kong; group vice president of its Climate Technologies segment; and president of its Copeland Refrigeration division. Mr. Lance, age 53, was born in East Peoria, Illinois, and began his career at Caterpillar, Inc., in their engineering co-op program. He earned a bachelor of science degree in industrial engineering from Bradley University, and a master of science degree in management from the Krannert School of Management at Purdue University. Mr. Lance was appointed by President George W. Bush to serve on the National Security Telecommunications Advisory Committee. Mr. Lance is a director of Harris Stratex Networks, Inc. (NASDAQ:HSTX), and Eastman Chemical Company (NYSE:EMN); chairman of the Board of Directors of the United Way of Brevard County, Florida; and chairman of the Board of Trustees of the Manufacturers Alliance/MAPI. He is a member of the Board of Trustees of the Florida Institute of Technology, and the Board of Governors of the Aerospace Industries Association. Mr. Lance was recognized as “Best Chairman” by the American Business Awards. FLORIDA TODAY named him “Citizen of the Year” in 2006 for his work with area charities and universities in central Florida. He was also recognized by the American Electronics Association of Florida as its “Technology Executive of the Year” in 2005. Mr. Lance and his wife, Christine, reside in Indian Harbour Beach, Florida. They have two sons and one daughter and are members of Trinity Presbyterian Church in Satellite Beach, Florida.

Lewis M. Kling, age 64, has served as President, Chief Executive Officer and as a director since 2005. He served as Chief Operating Officer from 2004 to 2005. Before joining the Company, he served as Group President and Corporate Vice President of SPX Corporation, a Fortune 500 company that provides flow technology products, terminal equipment and other industrial products and services worldwide, from 1999 to 2004 and as a member of the Board of Directors of Inrange Technologies Corporation, a designer and manufacturer of switching and networking products for data and telecommunications networks, from 2000 to 2003. Mr. Kling also served as President of Dielectric Communications, a division of General Signal Corporation, which was purchased by SPX Corporation, from 1997 to 1999. He is also a director of Eastman Chemical Company, a manufacturer of chemicals, fibers and plastics. Mr. Kling s employment agreement with the Company is described in this proxy statement under Executive Compensation Compensation Discussion and Analysis Employment Agreements.