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Frequently Asked Questions

Primary PDC, Inc. - Distribution of Polaroid Holding Company’s Stock

General Information

Who is Primary PDC, Inc.?
On July 31, 2002, OEP Imaging Corporation (OEP) acquired substantially all the assets of Polaroid Corporation. OEP then changed its name to Polaroid Holding Company (New Polaroid) and Polaroid Corporation changed its name to Primary PDC, Inc. (Old Polaroid).

Who is Polaroid Holding Company?
Polaroid Holding Company, together with its operating subsidiaries, designs, develops, manufactures and markets instant and digital imaging products and related products under the name “Polaroid.”

Is Primary PDC, Inc. still in business?
On October 12, 2001, Old Polaroid and certain of its subsidiaries filed for Chapter 11 protection under the Bankruptcy Code. Old Polaroid no longer conducts commercial business and has no employees.

Who is entitled to this distribution?
Holders of unsecured claims as of the record date of November 18, 2003 that have been allowed will receive a distribution.

Why am I receiving this distribution?
When Old Polaroid was sold on July 31, 2002 to New Polaroid, Old Polaroid’s unsecured creditors were granted the right to receive up to approximately 35% of the stock of New Polaroid. Because New Polaroid has issued additional shares of Common Stock to various other persons, the shares of Common Stock held by Old Polaroid immediately following the recent distribution to creditors represented approximately 32% of the total shares of Common Stock issued and outstanding. A portion of that stock has been distributed.

Where can I sell the shares that I received?
The shares of Common Stock and Preferred Stock (Stock) of Polaroid Holding Company are not listed on any securities exchange or traded over any recognized inter-dealer quotation system. Moreover, to our knowledge, no securities broker-dealer or other person has made a market in the Stock. However, in light of the fact that Polaroid Holding Company has recently commenced filing reports with the Securities and Exchange Commission (SEC), it is possible that a market in the Stock will develop and that the Stock will trade publicly. You may access online the initial Annual Report on Form 10-K filed with the SEC by Polaroid Holding Company by clicking on the following link:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001227728&owner=include

You may wish to consult your securities broker regarding any trading in the Stock.

Do I have to declare these shares as income when I file my tax return next year?
If you have any questions with regard to tax consequences of this distribution, please refer to the Disclosure Statement with Respect to Third Amended Joint Plan of Reorganization located at: http://www.donlinrecano.com/dr201/polaroid/ds_20031008.pdf (Section VI). However, as there are many tax ramifications associated with this distribution of shares, you should consult your tax advisor to better understand the tax consequences of this distribution.

I own a bond “account.” How will my bonds be exchanged for Stock?
The custodial holder of your bond account, working with The Depository Trust Company (DTC), will cancel your bonds and replace them with a proportionate number of shares of Stock. However, this is an electronic transaction such that the Stock will appear in your trading account and you will not receive paper certificates.

How is New Polaroid performing?
Polaroid Holding Company has recently commenced filing reports with the SEC. You may access online the initial Annual Report on Form 10-K filed with the SEC by Polaroid Holding Company by clicking on the following link:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001227728&owner=include

If you have questions or comments, please send them to this email address investorrelations@polaroid.com.

Can I expect another distribution?
Wind Down Associates, LLC, as the plan administrator of Old Polaroid, continues to reconcile and settle claims against Old Polaroid’s estate. When the resolved claims reach a significant number, the Plan Administrator may make an additional distribution of Stock and/or cash. Another distribution of Stock and/or cash may take place in the 3rd Quarter of 2004.

Questions Relating to the Calculation of the Stock Distribution

How was the number of shares of Stock issued to each unsecured creditor determined?
Old Polaroid has announced that 8,648,668 shares of Common Stock and 62,696 shares of Preferred Stock of Polaroid Holding Company were being distributed to the holders of allowed unsecured claims against Old Polaroid in connection with its bankruptcy proceedings.

In order to participate in this distribution, your allowed general unsecured claim must be equal to or greater than $16,010.25. A claim of $16.010.25 will receive 1 preferred share of Stock and 138 common shares of Stock. No partial share will be distributed. All shares are rounded to the next whole number. (A preferred share = $16,010.25, a common share = $116.07.)

Example: The holder of a $20,000.00 allowed unsecured claim would receive 1 preferred share of Stock and 172 common shares of Stock.

$20,000.00 /$16,010.25 = 1.249 shares, rounding to 1 share.
$20,000.00 /$116.07 = 172.310 shares, rounding to 172 shares.


What is the total amount of unsecured claims against Old Polaroid’s estate?
Currently, the total amount of unsecured claims is approximately $1.25 billion, representing approximately 2,400 claimants.

I am a bondholder – How will my Bonds be exchanged for Stock and when will this transaction take place?
DTC is authorized to allocate 9.046694 shares of Common Stock and 0.065587 shares of Preferred Stock to each $1,000 original principal amount of the 6 ¾% Notes (CUSIP No. 73109PAA9);

DTC is authorized to allocate 9.07864 shares of Common Stock and 0.06582 shares of Preferred Stock to each $1,000 original principal amount of the 7 ¼% Notes (CUSIP No. 73109PAB7); and

DTC is authorized to allocate 9.26764 shares of Common Stock and 0.067190 shares of Preferred Stock to each $1,000 original principal amount of the 11 ½% Notes (CUSIP No. 731095AF2).

This allocation has taken place on April 29, 2004 and will be reflected electronically in your account. You will not receive stock certificates.

I have other questions pertaining to the calculation of the Stock distribution or my claim against Old Polaroid.

Please contact Kevin Pond at (781) 386-6505 for additional information or at Pondk@Polaroid.com.

Questions relating to the December 16, 2004 Cash Distribution

Why am I receiving cash instead of shares of New Polaroid?
As a holder of an unsecured claim in the amount of less than $16,010.25, you are entitled to receive less than one share of Preferred Stock of New Polaroid. Old Polaroid held such fractional shares for the benefit of all holders of unsecured claims receiving less than one share of Preferred Stock of New Polaroid and sold the Common shares associated with these claims. However, the proceeds from the pending redemption of the Preferred Stock will be distributed at a later date. Old Polaroid is now distributing the proceeds of such sale on a pro-rata basis to holders of unsecured claims in the amount of less than $16,010.25. Your pro-rata share of the stock sale is approximately equivalent to $0.108 for each $1.00 in allowed general unsecured claim.

Do I have to declare these monies as income when I file my tax return next year?
If you have any questions with regard to tax consequences of this distribution, please refer to the Disclosure Statement with Respect to Third Amended Joint Plan of Reorganization located at: http://www.donlinrecano.com/dr201/ polaroid/ds_20031008.pdf (Section VI pages 47-49). However, as there are many tax ramifications associated with this distribution of cash, you should consult your tax advisor to better understand the tax consequences of this distribution.

Can I expect another distribution?
Wind Down Associates, LLC, as the plan administrator of Old Polaroid, continues to reconcile and settle claims against Old Polaroid’s estate. When the resolved claims reach a significant number, the Plan Administrator may make an additional distribution.

Questions Relating to the Distribution Process

Why is the Preferred Stock called “Series A 8% Cumulative Compounding Preferred Stock”?
This signifies that this type of preferred stock pays an 8% dividend on a yearly basis.

Who can I contact for information about my Stock?
You can obtain information about your Stock or access your account by contacting the transfer agent, American Stock Transfer & Trust Company, as follows:

Online: Go to www.amstock.com, click the “Shareholder Account Access” link and enter your 10-digit account number indicated on your statement and your social security number.

By Phone: Call (877) 715-0494 to use American Stock Transfer & Trust Company’s Interactive Voice Response system or speak directly to a customer service representative.

Fax: (718) 236-2641, Attn: Shareholder Services / Primary PDC, Inc.

Email: info@amstock.com

By Mail: American Stock Transfer & Trust Company
Operational Center
6201 15th Avenue
Brooklyn, NY 11219
Attn: Shareholder Services / Primary PDC, Inc.