CORNING INC /NY, DEF 14A, 1994-03-16

CORNING INC /NY
DEF 14A, 1994-03-16
GLASS & GLASSWARE, PRESSED OR BLOWN

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Please Note the Accompanying Proxy Statement and Proxy Card

It is important to you and to the Corporation that your shares be represented
at the meeting regardless of the number you may hold. If you are unable to be
present in person, we ask that you sign, date and return the enclosed Proxy
in favor of the Proxy Committee designated by the Board of Directors.

Notice of Annual Meeting

To Stockholders of Corning Incorporated:

Notice is hereby given that the Annual Meeting of the holders of Common Stock
and Series B 8% Convertible Preferred Stock of Corning Incorporated will be
held in the office of the Corporation [at One Riverfront Plaza] in the City
of Corning, State of New York, on Thursday, April 28, 1994 at 11:00 o'clock
A.M. The principal business of the meeting will be:

[a] To elect six Directors for three-year terms;

[b] To consider and take action on a proposed 1994 Employee Equity
Participation Program, as more particularly described on pages 19 through 23
in the attached Proxy Statement;

[c] To consider and take action on performance criteria used in the Corporate
Performance Plan, as more particularly described on pages 23 and 24 in the
attached Proxy Statement;

[d] To consider and take action on performance criteria used under the
Variable Compensation Plan, as more particularly described on pages 25 and 26
in the attached Proxy Statement;

[e] To take action on a stockholder proposal, set forth on pages 26 and 27 in
the attached Proxy Statement, if presented at the meeting; and

[f] To transact such other business as may properly come before the meeting.

A. John Peck, Jr.,
Secretary

Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
March 9, 1994

<PAGE>

Proxy Statement

Relating to the Annual Meeting of Stockholders, April 28, 1994. The enclosed
Proxy is solicited by the Board of Directors of Corning Incorporated
[hereinafter referred to as the "Corporation" or "Corning"], Corning, New
York 14831. The Corporation anticipates that this Proxy Statement and the
enclosed Proxy will be mailed to holders of the Corporation's Common Stock
and Series B 8% Convertible Preferred Stock [hereinafter referred to as the
"Preferred Stock"] commencing on or about March 17, 1994. The Proxy may be
revoked by written notice to the Corporation prior to the meeting or by
written notice to the Secretary at the meeting at any time prior to being
voted. Each valid and timely Proxy not revoked will be voted at the meeting
in accordance with the instructions thereon.

Holders of Common and Preferred Stock on the books of the Corporation at the
close of business on March 9, 1994 are entitled to notice of and to vote at
the meeting. On February 2, 1994, the Corporation had outstanding 208,672,343
shares of Common Stock, each entitled to one vote, and 261,704 shares of
Preferred Stock, each entitled to four votes.

Action to be Taken Under the Proxy

The persons acting under the Proxy will vote the shares represented thereby
for the election of Robert Barker, Mary L. Bundy, Van C. Campbell, James R.
Houghton, James W. Kinnear and James J. O'Connor, as directors, for the
proposals set forth in clauses [b], [c] and [d] and against the stockholder
proposal referred to in clause [e] of the Notice of Annual Meeting of
Stockholders dated March 9, 1994 or, if otherwise directed by the person
executing the Proxy, in accordance with such direction. The Board of
Directors does not know of any other business to be brought before the
meeting, but it is intended that, as to any such other business, a vote may
be cast pursuant to the Proxy in accordance with the judgment of the person
or persons acting thereunder. Should any above-named nominee for the office
of director become unable to accept nomination or election, which is not
anticipated, it is intended that the persons acting under the Proxy will vote
for the election of such other person as the Board of Directors may
recommend.

Voting Procedures

New York's Business Corporation Law provides that, a quorum being present,
nominees for the office of director are to be elected by a plurality of votes
cast at the meeting. Only shares affirmatively voted in favor of a nominee
will be counted toward the achievement of a plurality. Votes withheld
[including broker non-votes] are counted as present for the purpose of
determining a quorum but are not counted in determining the existence of a
plurality.

With respect to the items described in clauses [b], [c], [d] and [e] of the
Notice of Annual Meeting dated March 9, 1994, New York's Business Corporation
Law provides that approval is to be determined by a majority of the votes
cast at the meeting. Abstentions [except with respect to the proposal
described in clause [b] which, in accordance with the requirements of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, are counted as
votes cast against such proposal] and broker non-votes are counted in
determining the existence of a quorum but are not counted as votes cast for
the proposals as to which the stockholder abstained or the broker withheld
authority. Abstentions and broker non-votes have the effect of reducing the
number of affirmative votes required to achieve a majority of the votes cast.

Nominees for Election as Directors

The Corporation's Board of Directors is divided into three classes. Each of
the above-named nominees for the office of director is a member of the
present Board of Directors and was elected by the Corporation's security
holders. The terms of Robert Barker, Mary L. Bundy, Van C. Campbell, James R.
Houghton, James W. Kinnear and James J. O'Connor expire this year. No nominee
is now the beneficial owner of any of the securities [other than directors'
qualifying shares] of any of

<PAGE>

the Corporation's subsidiaries. Certain information with respect to nominees
for election as directors and directors whose term of office will continue
after the Annual Meeting is set forth below.

Nominees for Election - Terms Expiring 1997

Robert Barker++
Senior Fellow, Center for the Environment,
Cornell University

Dr. Barker, a graduate of the University of British Columbia and the
University of California at Berkeley, has served on the faculties of the
University of Iowa and Michigan State University and has been associated with
Cornell University since 1979 as Professor of Biochemistry, Director of the
Division of Biological Sciences, as Vice President for Research and Advanced
Studies, as Provost, as Senior Provost and as Director and presently as
Senior Fellow of the Center for the Environment. He has served as a
consultant to the National Institutes of Health, the National Academy of
Sciences, the Oak Ridge and Los Alamos National Laboratories and the National
Board of Medical Examiners. Dr. Barker is 65 and was elected a director of
the Corporation in 1986.

Mary L. Bundy++

Mrs. Bundy, a graduate of Radcliffe College and the Hunter College School of
Social Work, is a clinical social worker in private practice. She was a case
worker with the Jewish Board of Family and Children's Services, Inc. in New
York City from 1980 to 1984. A former trustee and vice chairman of the Board
of Trustees of Radcliffe College, she was acting vice president of the
College in 1978. Mrs. Bundy, 68, was elected to the board of the Corporation
in 1973. She is chairwoman of the Edward W. Hazen Foundation, a director of
the Foundation for Child Development, a former trustee of the Metropolitan
Museum of Art and a former overseer of Harvard University.

Van C. Campbell*
Vice Chairman
Corning Incorporated

A graduate of Cornell University with an MBA from Harvard, Mr. Campbell
joined Corning in 1964. Elected an assistant treasurer in 1971, treasurer in
1972, a vice president in 1973, financial vice president in 1975 and senior
vice president for finance in 1980, he became general manager of the Consumer
Products Division in October 1981. He was elected vice chairman responsible
for finance and administration and a director in 1983. Mr. Campbell, who is
55, is a director of Corning International Corporation, Corning Lab Services
Inc., Dow Corning Corporation, Armstrong World Industries, Inc. and General
Signal Corporation.

James R. Houghton*
Chairman of the Board and Chief Executive Officer
Corning Incorporated

A graduate of Harvard College and Harvard Business School, Mr. Houghton
joined Corning in 1962. He became a vice president of Corning and general
manager of the Consumer Products Division in 1968, a director in 1969, vice
chairman in 1971, chairman of the executive committee and chief strategic
officer in 1980 and chairman and chief executive officer in April 1983. Mr.
Houghton, 57, is a director of Dow Corning Corporation, Metropolitan Life
Insurance Company and J. P. Morgan & Co. Incorporated.

James W. Kinnear++
Retired President and Chief Executive Officer, Texaco Inc.

A 1950 graduate of the United States Naval Academy, Mr. Kinnear joined Texaco
in 1954. In 1977 he was elected a director, and from 1987 until April, 1993
was President and Chief Executive Officer, of Texaco Inc. Mr. Kinnear, 65,
was elected a director of the Corporation in 1978 and is a director of Texaco
Inc. and ASARCO Incorporated and an advisory director of Unilever N.V. and
Unilever PLC. He is Chairman of the Metropolitan Opera Association, a member
of the Board of Overseers and Managers of Memorial Sloan-Kettering Cancer
Center, a member of the Board of Managers of The New York Botanical Garden
and a trustee of the American Enterprise Institute.

James J. O'Connor++
Chairman of the Board and Chief Executive Officer
Commonwealth Edison Company

A graduate of Holy Cross College, Harvard Business School and Georgetown Law
School and a veteran of the U.S. Air Force, Mr. O'Connor joined Commonwealth
Edison in 1963. He became a vice president of Commonwealth Edison in 1970,
executive vice president in 1973, president in 1977, a director in 1978 and
chairman and chief executive officer in 1980. Mr. O'Connor, 56, is a director
of Tribune Company, First Chicago Corporation, The First National Bank of
Chicago, Scotsman Industries, Inc. and United Air Lines. He was elected a
director of the Corporation in 1984.

Directors Continuing in Office

Roger G. Ackerman*
President, Corning Incorporated

Mr. Ackerman, a graduate of Rutgers University and the PMD program at
Harvard, has served Corning since 1962 in a variety of engineering, sales and
management positions. In 1972 he was elected the president of a Corning
subsidiary, Corhart Refractories Co., in 1975 the general manager and vice
president of the Ceramic Products Division and in 1980 a senior vice
president. In 1981 Mr. Ackerman became the director of the Manufacturing and
Engineering Division, in 1983 the president of MetPath Inc. and in 1985 group
president and a director. In 1990, he was elected the president and chief
operating officer of Corning. Mr. Ackerman, 55, is a director of The Pittston
Company and the Massachusetts Mutual Life Insurance Company, a trustee of the
Corning Incorporated Foundation and the Corning Museum of Glass and a member
of the executive committee of the National Association of Manufacturers. His
term expires at the 1995 Annual Meeting.

The Honorable Barber B. Conable, Jr.++
Retired President, The World Bank

A graduate of Cornell University and Cornell University Law School, Mr.
Conable retired in 1991 after five years as president of The World Bank. He
was a professor of the University of Rochester in 1985 and 1986 after having
served since 1965 as a member of the U.S. House of Representatives. He
practiced law from 1948 to 1964, serving as a New York State Senator from
1962 to 1964. Mr. Conable, 71, is a director of American International Group,
Inc., First Empire State Corp. and Manufacturers and Traders Trust Company
and is a trustee of Cornell University and the National Museum of the
American Indian and a regent of the Smithsonian Institution. He was elected a
director of the Corporation in 1991. His term expires at the 1995 Annual
Meeting.

David A. Duke*
Vice Chairman, Corning Incorporated

Dr. Duke, a graduate of, and with advanced degrees from, the University of
Utah, has served Corning in a succession of research and management positions
since 1962. He was elected a vice president - Telecommunications Products in
1980, elected a senior vice president in 1984 and named director of Research
and Development in 1985. He became responsible for Research, Development and
Engineering in March 1987 and was elected vice chairman of technology and a
director in 1988. Dr. Duke, 58, is a director of Corning International
Corporation, Dow Corning Corporation, Siecor Corporation and Armco, Inc. and
a member of a number of scientific organizations. His term expires at the
1995 Annual Meeting.

E. Martin Gibson++
Chairman of the Board and Chief Executive Officer
Corning Lab Services Inc.

Mr. Gibson, a graduate of Yale University with an MBA from the University of
Pennsylvania, joined Corning in 1962. He was elected a vice president in
1973, a senior vice president in 1980 and group president, responsible for
Consumer Products and Laboratory Services, and a director in 1983. In 1990,
Mr. Gibson was elected chairman and chief executive officer of Corning Lab
Services Inc., a subsidiary of the Corporation. Mr. Gibson, who is 55, is a
director of Hardinge Brothers Inc. and Novacare, Inc. and serves as chairman
of the board of trustees of Elmira College. His term expires at the 1996
Annual Meeting.

Gordon Gund++
President and Chief Executive Officer
Gund Investment Corporation

Mr. Gund, president and chief executive officer of Gund Investment
Corporation, which manages diversified investment activities, is principal
owner of the Cleveland Cavaliers National Basketball Association team, a
member of the Board of Governors of the National Basketball Association,
co-owner of the San Jose Sharks National Hockey League team and a member of
the Board of Governors of the National Hockey League. He is also a general
partner of GUS Enterprises, chairman of Nationwide Advertising Service, Inc.,
a director of the Kellogg Company, president and a trustee of the Gund
Collection of Western Art and co-founder and chairman of the RP Foundation
Fighting Blindness. Mr. Gund, 54, elected a director of the Corporation in
1990, is a graduate of Harvard University. His term expires at the 1996
Annual Meeting.

John M. Hennessy++
Chairman of the Executive Board and Chief Executive Officer
CS First Boston

Mr. Hennessy, a graduate of Harvard College, was a National Science
Foundation Fellow at the Sloan School, Massachusetts Institute of Technology,
in economics and finance and served as Deputy Assistant Secretary of Treasury
Affairs for Development Finance from 1970 to 1972 and as Assistant Secretary
for International Affairs, Department of Treasury, from 1972 to 1974. He
became managing director of First Boston Corporation, a subsidiary of CS
First Boston, Inc., in 1974, was named vice chairman of First Boston
Corporation in 1982 and vice chairman of CS First Boston, Inc. in 1989,
President and Group Chief Executive Officer in October 1989 and in 1993 was
elected to his present position. Mr. Hennessy, 57, was elected a director of
the Corporation in 1989 and is a director of Vitro, S.A. and M.I.T.
Corporation and a member of numerous civic committees. His term expires at
the 1996 Annual Meeting.

Vernon E. Jordan, Jr.++
Senior Partner
Akin, Gump, Strauss, Hauer & Feld, Washington, D.C.

A graduate of DePauw University and Howard University Law School, Mr. Jordan
is a senior partner in the law firm of Akin, Gump, Strauss, Hauer & Feld. Mr.
Jordan's directorships include American Express Company, Dow Jones & Company,
Inc., J. C. Penney Company, Inc., RJR Nabisco, Inc., Sara Lee Corporation,
Ryder System, Inc., The Ford Foundation, Xerox Corporation, Revlon Group,
Inc., Union Carbide Corporation, Bankers Trust Company and its parent,
Bankers Trust New York Corporation. He is 58 and was elected a director of
the Corporation in 1983. His term expires at the 1996 Annual Meeting.

Catherine A. Rein ++
Executive Vice President
Metropolitan Life Insurance Company

Mrs. Rein, a graduate of Pennsylvania State University and New York
University, joined Metropolitan Life Insurance Company in 1985 as a vice
president in the human resources department. In 1988 she was named senior
vice president and in 1989 was named executive vice president in charge of
the corporate and professional services departments. Prior to 1985 she was
vice president and general counsel for The Continental Group, Inc. Mrs. Rein,
50, elected a director of the Corporation in 1990, is a director of the Bank
of New York, Inroads/NYC, Inc. and General Public Utilities and a trustee of
the Urban League. Her term expires at the 1995 Annual Meeting.

Henry Rosovsky++
Geyser University Professor, Harvard University

Dr. Rosovsky, the Lewis P. and Linda L. Geyser University Professor, has been
associated with the Harvard University economics department since 1965. From
1973 to 1984 he served as dean of the faculty of arts and sciences. In 1971
he served as consultant to the President's Commission on International Trade
and Foreign Investment, and in 1977 and 1978 as a consultant to the Asian
Development Bank. Dr. Rosovsky, a graduate of the College of William and Mary
with advanced degrees from Harvard, is a director of the Paine Webber Group
and The Japan Fund, Inc. He is 66 and was elected a director of the
Corporation in 1980. His term expires at the 1996 Annual Meeting.

William D. Smithburg++
Chairman and Chief Executive Officer
The Quaker Oats Company

A graduate of DePaul University with an MBA from Northwestern University, Mr.
Smithburg joined Quaker Oats in 1966. He was elected a vice president in
1971, executive vice president - U.S. Grocery Products in 1976, president in
1979, chairman in 1983 and chairman, president and chief executive officer in
1990. Mr. Smithburg, who is 55, was elected a director of the Corporation in
1987 and is a director of Abbott Laboratories, Northern Trust Corporation,
Prime Capital Corp. and the Grocery Manufacturers Association. His term
expires at the 1995 Annual Meeting.

Robert G. Stone, Jr.++
Chairman of the Board
Kirby Corporation

Mr. Stone became chairman of Kirby Corporation in 1983. He was elected a
director of the Corporation in 1968 and is a director of The Chubb
Corporation, First Boston Investment Funds, Inc., BHP Petroleum Company, The
Japan Fund, Inc., Core Industries, Inc., Tandem Computers Incorporated, Tejas
Gas Corporation, The Pittston Company, Russell Reynolds Associates, Inc.,
Novacare, Inc. and various funds managed by Scudder, Stevens & Clark, Inc. He
is also chairman of the board of trustees of Mystic Seaport Museum, a trustee
of International House and the National Rowing Foundation and a Fellow of
Harvard College. A graduate of Harvard College, Mr. Stone, 70, joined a
predecessor of West India Shipping Co., Inc. in 1947 and served as chairman
of that company from 1974 until 1983. His term expires at the 1995 Annual
Meeting.

* Member of the Executive Committee
++ Alternate member of the Executive Committee

Security Ownership of
Certain Beneficial Owners

Unless otherwise indicated, each of the persons named in paragraph [a] below
and each of the named individuals and directors and executive officers as a
group set forth in paragraph [b] below has sole voting and investment power
with respect to the shares listed.

[a] The only persons who, to the knowledge of the management, owned
beneficially on December 31, 1993 more than 5% of the outstanding shares of
Common and Preferred Stock of the Corporation are set forth below:

<TABLE>
<CAPTION>
Shares Owned
Name and Address and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class

<S> <C> <C>
Market Street Trust
Company 11,172,344 Common[1] 5.57%
80 East Market Street
Corning, NY 14830
State Farm Mutual 10,700,400 Common 5.33%
Automobile Insurance
Company
One State Farm Plaza
Bloomington, IL 61701
Corning Incorporated 11,679,419 Common[2] 5.82%
Investment Plans
c/o United States Trust
Company of New York
770 Broadway
New York, NY 10003
</TABLE>

[1] Includes 1,138,229 shares held in trusts by Market Street Trust Company
as sole trustee and 10,034,115 shares held in trusts by Market Street Trust
Company and others as trustees, as to which Market Street Trust Company, as
trustee, shares with the other trustees voting and investment power. Market
Street Trust Company is a limited purpose trust company controlled by the
Houghton family, the directors of which include James R.Houghton and other
Houghton family members.

[2] Includes 10,632,343 shares of Common Stock and the equivalent thereof in
261,769 shares of Preferred Stock [being 100% of the Class] held by United
States Trust Company of New York as the trustee of the Corporation's
Investment Plans. Each share of Common Stock is entitled to one vote and each
share of Preferred Stock is entitled to four votes. See also footnote [4] of
paragraph [b] below.

[b] Set forth below is the number of shares of Common Stock and Common
Stock equivalents, assuming the conversion of outstanding shares of Preferred
Stock into shares of Common Stock, of the Corporation beneficially owned on
December 31, 1993 by the directors and nominees for directors and by all
directors and executive officers of the Corporation as a group:
<TABLE>
<CAPTION>
Shares Owned
and Nature of Percent
Beneficial of
Name Ownership[1][2][3][4] Class[9]
<S> <C> <C>
Roger G. Ackerman 294,729 --
Robert Barker 6,389[5] --
Mary L. Bundy 6,400 --
Van C. Campbell 308,875 --
Barber B. Conable, Jr. 8,000 --
David A. Duke 219,223 --
E. Martin Gibson 184,981 --
Gordon Gund 100,285[5] --
John M. Hennessy 6,728[5] --
James R. Houghton 1,358,608[6] --
Vernon E. Jordan, Jr. 8,219 --
James W. Kinnear 7,600[5] --
James J. O'Connor 7,463[5] --
Catherine A. Rein 6,800 --
Henry Rosovsky 6,720[5] --
William D. Smithburg 6,000[5] --
Robert G. Stone, Jr. 12,000[7] --
All Directors and
Executive Officers as a
Group 4,368,746[8] 2.18%

</TABLE>
[1] Includes shares of Common Stock purchased pursuant to the terms of the
Corporation's Equity Purchase

Plan and which may be resold only to the Corporation. Messrs. Gibson,
Houghton and all directors and executive officers as a group own 5,200, 1,600
and 126,868 such shares, respectively.

[2] Includes shares of Common Stock, subject to forfeiture and restrictions
on transfer, granted pursuant to the Corporation's Incentive Stock Plans as
well as options to purchase shares of Common Stock exercisable within 60 days
under the Corporation's Stock Option Plans. Messrs. Ackerman, Campbell, Duke,
Gibson and Houghton have the right to purchase 63,002, 82,426, 63,002, 17,999
and 176,669 shares, respectively, pursuant to such options. All directors and
executive officers as a group hold options to purchase 895,051 such shares.

[3] Includes shares of Common Stock, subject to forfeiture and restrictions
on transfer, issued pursuant to the Corporation's Restricted Stock Plans for
Non-Employee Directors.

[4] Includes all shares of capital stock, Common Stock and the equivalent
thereof in Preferred Stock on the basis of four shares of Common Stock for
each share of Preferred Stock, held by United States Trust Company of New
York as the trustee of the Corporation's Investment Plans for the benefit of
the members of the group, who may instruct the trustee as to the voting of
such shares. If no instructions are received, the trustee votes the shares in
the same proportion as it votes all of the shares for which instructions were
received. Shares of Preferred Stock may be held only by the trustee. The
power to dispose of shares of Common and Preferred Stock is also restricted
by the provisions of the Plans. The trustee holds for the benefit of Messrs.
Ackerman, Campbell, Duke, Gibson, Houghton and all directors and executive
officers as a group the equivalent of 20,163, 30,590, 8,362, 16,547, 43,113,
and 208,554 shares of Common Stock, respectively, and for the benefit of all
employees who participate in the Plans the equivalent of 11,679,419 shares of
Common Stock, each entitled to one vote, being 10,632,343 shares of Common
Stock and 261,769 shares [being 100% of the Class] of Preferred Stock, each
entitled to four votes.

[5] In addition, Messrs. Barker, Gund, Hennessy, Kinnear, O'Connor, Rosovsky
and Smithburg have credited to their accounts the equivalent of 15,912,
2,539, 4,287, 10,632, 1,371, 6,136 and 8,511, shares, respectively, of Common
Stock in valuation entry form under the Corporation's Deferred Compensation
Plan for Directors. Deferred fees will be paid solely in cash at or following
termination of service as a director.

[6] Includes 771,797 shares held in trusts for the benefit of Mr. Houghton as
income beneficiary. Does not include 1,198 shares owned by Mr. Houghton's
wife, as to which Mr. Houghton disclaims beneficial ownership. Also does not
include 150,648 shares held in trust by Market Street Trust Company as a
co-trustee for the benefit of Mr. Houghton's children as to which Mr.
Houghton disclaims beneficial ownership. See also footnote [1] of paragraph
[a] above.

[7] The holder shares voting and investment power with respect to 5,000 of
such shares.

[8] Does not include 30,040 shares owned by the spouses and minor children of
certain executive officers and directors as to which such officers and
directors disclaim beneficial ownership.

[9] Unless otherwise indicated, does not exceed 1% of the Class of Common
Stock.

Report of the Compensation Committee of the Board of Directors on Executive
Compensation

Executive compensation at Corning is administered by the Compensation
Committee of the Board of Directors, composed entirely of non-employee
directors. The following is the Committee's report.

"The Compensation Committee reviews and recommends executive compensation
levels, cash and equity incentives for executive officers and reports such
recommendations to the Board for its consideration and action.

The strategies guiding the Committee's recommendations regarding the
Corporation's compensation program, the impact of performance within that
program and a description of actions affecting 1993 compensa-

tion for Mr. Houghton, Chairman of the Board of Directors and Chief Executive
Officer of the Corporation, are discussed below.

Compensation Strategy

The Committee is responsible for ensuring that executive compensation is
based on objective measures of performance at the individual, corporate and
applicable business unit level. The Committee believes that compensation
should be driven by the long-term interests of the stockholders and should be
directly linked to corporate performance. The Committee's basic strategic
compensation principles are as follows:

* Executive compensation will reward performance and contribution to
stockholder value and be competitive with positions of similar responsibility
at other companies of comparable size.

* As employees assume greater responsibilities, an increasing share of their
total compensation package will be derived from variable incentive
compensation (both of a long- and short-term nature) generated by achievement
of performance objectives designed to produce long-term growth in stockholder
value.

* Performance-based equity incentives and stock option grants are effective
ways to align the long-term interests of employees with those of
stockholders.

* The benefits package for executives will be substantially identical to that
offered all salaried employees and will be designed to encourage long-term
commitment to the Corporation.

The executive compensation program is composed of four elements: base salary;
annual incentives; long-term equity based incentives; and stock options. The
Committee tests annually each element of the compensation program against
market surveys and information provided by three independent compensation
consultants. Such surveys currently include in the aggregate in excess of 200
companies engaged in a variety of manufacturing and service industries, all
of which are "Fortune 500" companies and each of which is included in the S&P
500 Index and some of which are included in the S&P 500 Miscellaneous
Industrial Companies Index. It is Corning's compensation strategy to target
each element of compensation at approximately the median of the compensation
levels of such companies.

Compensation Program

Annual compensation of the named executives as shown in the "Salary" and
"Bonus" columns of the Summary Compensation Table, and recommendations by the
Committee to adjust salary levels and bonus targets, are based on an
individual's responsibilities and external comparative compensation
information.

Annual variable incentives are paid through the Variable Compensation Plan
under which minimum, target and maximum awards are set by the Committee based
on position level. Awards are earned based on achievement of annual
predetermined return on equity and net earnings goals set by the Committee.
In 1993 performance against such goals was less than the target but more than
the minimum threshold.

Under the 1989 Employee Equity Participation Program, the Corporation
developed a series of performance-based goals [herein referred to as the
"Corporate Performance Plan"]. The Corporate Performance Plan provides the
mechanism to reward improvement in return on equity and earnings growth as
measured by net income and earnings per share. Each year, the Committee sets
minimum, target and maximum goals and awards shares [at target levels] of
Common Stock which are subject to forfeiture in whole or in part if goals are
not met. Shares earned under the Plan may range from 0% to 150% of target
award, depending on actual performance results. Shares earned remain subject
to forfeiture and restrictions on transfer for two years following the end of
the performance period. Performance for 1993 against the measures described
above was less than the targets but above the minimum thresholds. As a
result, 25% of the shares granted in December 1992 were earned under the Plan
by the named executive officers [as indicated

in the Corporate Performance Plan Activity Table], and 75% of the shares were
forfeited.

Stock options were granted to named executive officers in December 1992, in a
defined ratio to the "performance-based" shares described above. Options to
purchase two shares of Common Stock were granted for every one share issued.
In order to increase commitment to long-term stockholder value, participants
in the Plan must hold [through the performance and restriction period] one
share of unencumbered Common Stock for every six shares subject to options
granted. If unencumbered shares are not held, the options and the
"performance-based" shares are forfeited.

In determining the number of stock options and shares to be made available to
executives under the Corporate Performance Plan, the Committee evaluated the
comparative external market data described above with respect to the stock
options granted and performance-based shares awarded by the external
companies included in such data, the number of shares of Common Stock already
subject to restriction and option and the number of additional shares to be
awarded necessary to align directly management and stockholder interests.

The pension and welfare benefits provided to executives are substantially
equal to those provided to all salaried employees. Employees whose
pensionable earnings exceed federal limits are eligible to participate in a
non-qualified supplemental retirement plan.

The Committee believes that the Corporation's compensation program is
performance-based and that awards thereunder should be tax deductible under
recently enacted amendments to Section 162(m) of the Internal Revenue Code of
1986, as amended. The Committee intends to take all reasonable steps to
design or maintain performance-based programs, the cost of which is
deductible under the Internal Revenue Code. In this regard, the Corporation
is presenting for stockholder action the criteria on which annual incentives
are paid under the 1988 Variable Compensation Plan and on which incentives
are earned under the Corporate Performance Plan described above.

Compensation Actions - 1993

Base Salary: The Committee approved an increase in Mr. Houghton's base salary
of $645,000 established on January 1, 1992 to $700,000 effective July 1,
1993, based upon the Committee's assessment of Mr. Houghton's individual
performance. This represents an annualized rate of increase for 1993 of 4.3%,
reflecting the median increases for 1993 in the salaries in the competitive
data described above. The Committee believes that Mr. Houghton has
substantially contributed to the improvement in the Company's financial
performance as reflected in return on equity and earnings per share for the
1992 fiscal year compared with the 1991 fiscal year and has taken the actions
necessary for positioning Corning's businesses to achieve essential strategic
and competitive advantages over the long term.

Annual Incentives: Mr. Houghton's bonus for 1993 is composed of two parts:
First, Mr. Houghton received 62.2% of his year-end 1993 base salary under the
Variable Compensation Plan. This award is based on the Corporation achieving
92% of the return on equity target goal set by the Committee on February 3,
1993. Second, Mr. Houghton received 6.6% [1993 minimum = 0%; maximum = 10%]
of his year-end base salary under the Corporation's Goal Sharing Plan
[formerly the Corporate Performance Bonus Plan], which is the average
percentage of amounts awarded to all 14,214 Corning salaried employees
participating in 1993 in the Goal Sharing Plan.

Long-Term Incentives: Under the Corporate Performance Plan, Mr. Houghton
earned for 1993 performance 4,000 [or 25%] of the shares granted to him in
December 1992 in connection with the 1993 return on equity target. The return
on equity achieved, adjusted for one-time events, was 86% of target which
resulted in a final award for return on equity equal to 50% of the shares
originally granted. The Corporation did not achieve the minimum threshold
target for earnings per share in 1993. As the two goals have equal weighting
for determining the shares to be earned, only 25% of the shares were earned.
The value of the 4,000

shares earned [$110,750] is included in the Summary Compensation Table,
"Restricted Stock Awards" column, for 1993.

Mr. Houghton earned 4,800 shares [or 30% of the Common Stock shares granted
to him in December 1991] under the Corporate Performance Plan for the
1992-1993 long-term performance period. Minimum, target and maximum earnings
per share criteria were 8%, 12% and 16% annual compounded rate increases in
earnings per share for the two-year period over year-end 1991 earnings per
share results. As the earnings per share results for the performance period
did not meet the minimum threshold, no shares were earned for this
performance criteria. The return on equity average for 1992-1993, adjusted
for one-time events, was 88% of target which resulted in a final award for
return on equity equal to 60% of the shares originally granted. As the two
criteria have equal weight, 30% of the shares were earned. The value of the
4,800 shares earned [$132,900] is shown in the column in the Summary
Compensation Table entitled "Long-Term Incentive Plan Payouts".

In February 1993, Mr. Houghton was granted 6,500 shares of Common Stock
[subject to forfeiture and restrictions on transfer until retirement at or
after age 60] in recognition of 1992 performance under the Corporate
Performance Plan, the rewards from which were disproportionately low due to
unusual and non-recurring events which affected adversely the consolidated
financial results of the Corporation and affected adversely awards earned
under the Corporate Performance Plan. However, the Committee believed that
the Corporation had taken actions in the best long-term interests of the
stockholders but which had affected negatively performance against the 1992
targets under the Corporate Performance Plan. The value of the 6,500
restricted shares [$238,095] is included in the Summary Compensation Table,
"Restricted Stock Awards" column, for 1993.

In December 1993, Mr. Houghton was granted [i] 17,500 shares of Common Stock
under the Corporate Performance Plan for 1994 performance, which shares are
subject to forfeiture if the Corporation fails to achieve the 1994 earnings
per share and return on equity objectives and [ii] stock options covering
35,000 shares at fair market value on the date of grant. The options become
exercisable in February 1997 and expire in November 2003. The retention of
the "performance-based" shares and the stock options granted are subject to
the additional requirement to hold unencumbered shares in accordance with the
terms of the Corporate Performance Plan described above. The 17,500 shares
are shown in the Corporate Performance Plan Activity Table for 1994.

Conclusion

The Committee believes that the quality of executive leadership significantly
affects the long-term performance of the Corporation and that it is in the
best interest of the stockholders to compensate fairly executive leadership
for achievement in meeting or exceeding the high standards set by the
Committee, so long as there is corresponding risk when performance falls
short of such standards. A primary goal of the Committee is to relate
compensation to corporate performance. The Committee believes that Corning's
current executive compensation program meets such standards and has
contributed, and will continue to contribute, to the Corporation's success.

The Compensation Committee:

James W. Kinnear, Chairman

Vernon E. Jordan, Jr.

James J. O'Connor

Robert G. Stone, Jr."

Performance Graph

Set forth below is a graph illustrating the Corporation's cumulative total
stockholder return over the last five years compared to two performance
indicators of the stock market, the S&P 500 and the S&P Miscellaneous
Industrial Companies in which the Corporation is included. The latter
includes the capital weighted performance results of those companies in the
miscellaneous industrial companies classification that are also included in
the S&P 500.

Comparison of Five-Year Cumulative Total Return
Among Corning Incorporated, S&P 500 and S&P Miscellaneous Industrial
Companies
(Fiscal Years Ending December 31)

[Tabular representation of line graph]

1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Corning Incorporated 100.0 126.9 134.9 235.1 233.5 178.6
S&P 500 100.0 131.7 127.6 166.5 179.2 197.3
S&P Miscellaneous 100.0 138.4 135.2 170.6 190.7 219.5
</TABLE>

Executive Compensation

The following tables and charts set forth information with respect to
benefits made available, and compensation paid or accrued, by the Corporation
and its subsidiaries during the year ended December 31, 1993 for services by
each of the chief executive officer and the other four highest paid executive
officers of the Corporation whose total salary and bonus exceeded $100,000.
The Corporation regards total annual pay as the combination of the cash
amounts set forth under the salary and bonus columns.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Other All
Name and Annual Restricted Securities Incentive Other
Principal Compen- Stock Underlying Plan Compen-
Position Year Salary Bonus sation[2] Awards[3] Options Payouts sation[5]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James R. 1993 $672,500 $481,618 $34,605 $348,845 35,000 $132,900 $53,953
Houghton,
Chairman of 1992 645,000 563,692 37,161 213,514 32,000 94,953
the Board 1991 595,000 537,800[1] 813,230 80,000
Roger G. 1993 482,500 353,888 34,969 196,413 25,000 103,828 41,802
Ackerman, 1992 465,000 421,150 29,700 166,817 25,000 69,783
President 1991 415,000 359,183 612,188 62,500
Van C. Campbell, 1993 400,000 264,285 25,744 160,794 20,000 83,063 33,035
Vice Chairman 1992 375,000 316,237 18,316 663,696 20,000 38,516
1991 350,000 269,150 612,188 50,000
David A. Duke 1993 382,500 215,960 22,689 160,794 20,000 83,063 32,483
Vice Chairman 1992 365,000 307,804 21,649 133,446 20,000 49,524
1991 340,000 261,460 612,188 50,000
E. Martin
Gibson, 1993 462,500 338,112 17,500 0 25,000 0 40,050
Chairman of
the 1992 445,000 403,036 12,000 0 30,000[4] 0 59,879
Board of
Corning 1991 400,000 317,600 612,188 100,000[4]
Lab Services
Inc.
</TABLE>

[1] Includes amounts of variable compensation for 1991 paid in restricted
stock, reported in prior years as awards under the 1989 Incentive Stock Plan.

[2] Includes dividends on shares of restricted stock granted but not earned
within one year from date of grant and tax gross-up payments. Similar amounts
for the year 1991 have been omitted in accordance with the transitional
provisions of the rules governing executive compensation disclosure adopted
by the Securities and Exchange Commission in October 1992.

[3] At 1993 year end, Messrs. Houghton, Ackerman, Campbell, Duke and Gibson
held an aggregate of 256,236, 186,236, 155,129, 121,129 and 129,000 shares of
restricted Common Stock, respectively, having an aggregate value on December
31, 1993 of $7,094,534, $5,156,409, $4,295,134, $3,353,759 and $3,571,687,
respectively. Certain of such shares, net of forfeitures, were subject to
performance-based conditions on vesting and are subject to forfeiture upon
termination of employment and restrictions on transfer prior to stated dates.
[See also the Corporate Performance Plan Activity Table.] Certain other
shares are subject to restrictions on transfer until the executive officer
retires at or after age 60 and are subject to forfeiture prior to age 60 in
whole if such officer voluntarily terminates his employment with the
Corporation and in part if such officer's employment is terminated by the
Corporation. The restrictions on transfer and possibility of forfeiture were
waived with respect to certain of the shares of restricted Common Stock shown
for 1991. Dividends are paid to such individuals on all shares of restricted
Common Stock held by them.

[4] During 1991 Mr. Gibson was granted an option to purchase 100,000 shares
of Corning Lab Services Inc. ["CLSI"], a wholly-owned subsidiary of the
Corporation, pursuant to CLSI's 1991 Stock Option Plan [the "Plan"]. During
1992 Mr. Gibson was granted an option to purchase an additional 30,000 shares
pursuant to the Plan. In December 1993 the Plan was terminated. In
consideration for the cancellation in December 1993 of options granted to Mr.
Gibson under the Plan, Mr. Gibson was awarded 26,778 shares of Corning Common
Stock. Of such shares, 50% are restricted as to transfer until 1996 and 50%
are restricted as to transfer until 1997. All such shares are subject to
forfeiture at any time prior thereto upon termination of employment. The
26,778 shares are included in the holdings of Mr. Gibson set forth in
footnote 3 above.

[5] Each salaried employee of the Corporation who reached a fifth anniversary
of employment during 1992 and 1993 received an additional two weeks of
vacation and salary. The $24,808, $17,885, $14,038 and $13,692 received by
Messrs. Houghton, Ackerman, Duke and Gibson, respectively, on such
anniversary in 1992 are included above. The benefit of an additional two
weeks of salary is being phased out and will be eliminated in its entirety by
1997. Also included are the following amounts contributed by the Corporation
to the Investment Plan and a non-qualified investment plan maintained by the
Corporation to provide to salaried employees the benefits which would have
been available to them pursuant to the terms of the Corporation's Investment
Plan but for limitations on contributions to tax-qualified plans imposed
pursuant to the Employee Retirement Income Security Act: for 1993 $53,953 for
Mr. Houghton, $41,802 for Mr. Ackerman, $33,035 for Mr. Campbell, $32,483 for
Dr. Duke and $40,050 for Mr. Gibson and for 1992 $70,145 for Mr. Houghton,
$51,898 for Mr. Ackerman, $38,516 for Mr. Campbell, $35,486 for Dr. Duke and
$46,187 for Mr. Gibson. Similar amounts for the year 1991 have been omitted
in accordance with the transitional provisions of the rules governing
executive compensation disclosure adopted by the Securities and Exchange
Commission in October 1992.

The Corporation has in place a severance policy pursuant to which it will
provide to all salaried employees upon the happening of certain stated events
compensation in amounts ranging between eight weeks [for employees with at
least one year of service] and fifty-two weeks [for employees with twenty or
more years of service]. Additionally, certain of the Corporation's officers
and other senior employees, including the five named executive officers, are
entitled to receive up to two years of compensation in light of the length of
time anticipated in securing comparable employment. The Corporation has
provided written assurance to such officers and senior employees, including
the executive officers named in the Summary Compensation Table, that such
events would include a constructive termination of employment as a result of
a substantial change in such employee's responsibilities, compensation
levels, relocation and similar matters following a change in the ownership
and management of the Corporation.

OPTION/SAR GRANTS IN LAST FISCAL YEAR [1]

<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term[3]
% of Total
Number of Options
Securities Granted
Underlying to Employees
Options in Fiscal Exercise Expiration
Name Granted Year Price Date 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
James R.
Houghton 35,000[2] 2.8% $26.75 12/1/2003 $0 $ 588,803 $ 1,492,142
Roger G.
Ackerman 25,000[2] 2.0% 26.75 12/1/2003 0 420,573 1,065,816
Van C. Campbell 20,000[2] 1.6% 26.75 12/1/2003 0 336,459 852,653
David A. Duke 20,000[2] 1.6% 26.75 12/1/2003 0 336,459 852,653
E. Martin
Gibson 25,000[2] 2.0% 26.75 12/1/2003 0 420,573 1,065,816
All
Stockholders N/A N/A N/A N/A 0 3,491,062,092 8,847,038,025
All
Optionees[4] 1,244,355 100% 29.72 2003 0 23,260,301 58,969,962
Optionee Gain As % Of All Stockholders Gain .67% .67%

</TABLE>

[1] No SARs were granted.

[2] The Stock Option Agreements provide that all options are to become
exercisable on February 2, 1997 but only to the extent that the optionee
holds in his name unencumbered shares of the Corporation's Common Stock in an
amount equal to one-sixth of the shares subject to option.

[3] The dollar amounts set forth under these columns are the result of
calculations at 0% and at the 5% and 10% rates established by the Securities
and Exchange Commission and therefore are not intended to forecast future
appreciation of Corning's stock price. Corning did not use an alternative
formula for a grant date valuation as it is unaware of any formula which
would determine with reasonable accuracy a present value based upon future
unknown factors.

[4] The exercise price shown to the right is a weighted average of option
prices relating to grants of options made on four occasions in 1993. No gain
to the optionees is possible without an appreciation in stock price, an event
which will also benefit all stockholders. If the stock price does not
appreciate, the optionees will realize no benefit.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES [1]

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
Fiscal Year End At Fiscal Year End
Shares
Acquired
on Value
Name Exercise Realized Exerciseable Unexerciseable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James R. Houghton 0 $ 0 152,670 200,330 $1,844,586 $594,427
Roger G. Ackerman 0 0 45,003 152,497 477,008 444,642
Van C. Campbell 5,000 86,387 64,427 129,997 679,837 439,955
David A. Duke 13,000 238,865 45,003 129,997 470,159 439,955
E. Martin Gibson[2] 190,003 1,725,148 0 64,997 0 444,642

</TABLE>

[1] There are no SARs outstanding.

[2] During 1991 Mr. Gibson was granted an option to purchase 100,000 shares
of Corning Lab Services Inc. ["CLSI"], a wholly-owned subsidiary of the
Corporation, pursuant to CLSI's 1991 Stock Option Plan [the "Plan"]. During
1992 Mr. Gibson was granted an option to purchase an additional 30,000 shares
pursuant to the Plan. In December 1993 the Plan was terminated. In
consideration for the cancellation in December 1993 of options granted to Mr.
Gibson under the Plan, Mr. Gibson was awarded 26,778 shares valued at
$723,000. Of such shares, 50% are restricted as to transfer until 1996 and
50% are restricted as to transfer until 1997. All such shares are subject to
forfeiture at any time prior thereto upon termination of employment.

CORPORATE PERFORMANCE PLAN ACTIVITY TABLE

The Corporate Performance Plan [as earlier described on page 10] Activity
Table illustrates the number of performance-based shares awarded under such
Plan. The number of shares earned or which may be earned by the named
executive is determined by the achievement of specific return on equity and
earnings per share goals for the Corporation. The percentage of awards that
may be earned ranges from 0% to 150% of target.

In February 1995 the Compensation Committee will assess performance against
goals and determine the number of shares earned of those granted in December
1993. Once earned, such shares remain restricted as to transfer for two years
and subject to forfeiture upon termination of employment prior thereto.

<TABLE>
<CAPTION>
Number Number Number
of of of Vesting
Grant Shares Performance Shares Shares Date of
Name Date Granted Period Forfeited Earned Earned Shares
<S> <C> <C> <C> <C> <C> <C>
James R.
Houghton 12/93 17,500 1994 2/97
12/92 16,000 1993 12,000 4,000 2/96
Roger G.
Ackerman 12/93 12,500 1994 2/97
12/92 12,500 1993 9,375 3,125 2/96
Van C. Campbell 12/93 10,000 1994 2/97
12/92 10,000 1993 7,500 2,500 2/96
David A. Duke 12/93 10,000 1994 2/97
12/92 10,000 1993 7,500 2,500 2/96
E. Martin
Gibson 12/93 12,500 1994 2/97

</TABLE>

The table below sets forth estimated annual benefits payable upon retirement.
A description of the formula by which such benefits are determined and the
estimated annual benefits payable upon retirement age for each of the named
executive officers follows the table.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
Years of Service
15 20 25 30 35 40
Remuneration
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ $ $ $ $ $
26,709 36,276 44,761 53,246 61,731 70,216
200,000 56,709 76,276 94,761 113,246 131,731 150,216
300,000 86,709 116,276 144,761 173,246 201,731 230,216
400,000 116,709 156,276 194,761 233,246 271,731 310,216
500,000 146,709 196,276 244,761 293,246 341,731 390,216
600,000 176,709 236,276 294,761 353,246 411,731 470,216
700,000 206,709 276,276 344,761 413,246 481,731 550,216
800,000 236,709 316,276 394,761 473,246 551,731 630,216
900,000 266,709 356,276 444,761 533,246 621,731 710,216
1,000,000 296,709 396,276 494,761 593,246 691,731 790,216
1,100,000 326,709 436,276 544,761 653,246 761,731 870,216
1,200,000 356,709 476,276 594,761 713,246 831,731 950,216

</TABLE>

The Corporation maintains a Salaried Pension Plan, a defined benefit plan,
contributions to which are determined by the Corporation's actuaries and are
not made on an individual basis. Benefits paid under this Plan are based upon
career earnings [regular salary and cash awards paid under the Corporation's
Variable Compensation Plans] and years of credited service. The Salaried
Pension Plan provides that salaried employees of the Corporation who retire
on or after December 31, 1993 will receive pension benefits equal to the
greater of [a] benefits provided by a formula pursuant to which they shall
receive for each year of credited service an amount equal to 1.5% of annual
earnings up to the social security wage base and 2% of annual earnings in
excess of such base or [b] benefits calculated pursuant to a formula which
provides that retirees shall receive for each year of credited service prior
to January 1, 1994 an amount equal to 1% of the first $24,000 of average
earnings for the highest five consecutive years of annual earnings in the ten
years of credited service immediately prior to 1994 and 1.5% of such average
earnings in excess of $24,000. Effective January 1, 1991 salaried employees
may contribute to the Salaried Pension Plan 2% of their annual earnings up to
the social security wage base. Such employees will receive for each year of
credited service after December 31, 1990 in lieu of the amount described in
[a] above an amount equal to 2% of annual earnings. The benefit formula is
reviewed and adjusted periodically for inflationary and other factors.

While the amount of benefits payable pursuant to the Salaried Pension Plan
and attributable to the Corporation's contributions is limited by the
provisions of the Employee Retirement Income Security Act, maximum annual
benefits calculated under the straight life annu-

ity option form of pension payable to participants at age 65, the normal
retirement age specified in the Plan, are illustrated in the table set forth
above.

The Corporation maintains a non-qualified Pension Preservation Plan pursuant
to which it will pay to certain executives amounts approximately equal to the
difference between the benefits provided for under the Corporation's Salaried
Pension Plan and benefits which would have been payable thereunder but for
the provisions of the Employee Retirement Income Security Act. The
Corporation has established a trust to fund amounts payable under the Pension
Preservation Plan, certain portions of which are presently funded and vested
in individual participants. It is estimated that Messrs. Ackerman, Campbell,
Duke, Gibson and Houghton, who have 32, 30, 31, 32, and 31 years of credited
service, respectively, will receive each year at normal retirement age the
following amounts under the Salaried Pension Plan and the Pension
Preservation Plan: $322,612, $260,692, $264,139, $311,000, and $520,213,
respectively.

Proposed 1994 Employee Equity Participation Program

The Corporation adopted in 1989 an Employee Equity Participation Program [the
"1989 Program"] consisting of two plans: [a] a Stock Option Plan and [b] an
Incentive Stock Plan. The 1989 Program, which was a continuation of similar
programs first adopted in 1974, expires by its terms in April 1994. It was
designed to provide a flexible mechanism to permit key employees to obtain
significant equity ownership in the Corporation, thereby increasing their
proprietary interest in the Corporation's growth and success. The Board of
Directors believes the 1989 Program has been successful and should be
continued.

The Board of Directors has approved a 1994 Employee Equity Participation
Program [the "1994 Program"] consisting of two plans: [i] a Stock Option Plan
[the "1994 Stock Option Plan"] and [ii] an Incentive Stock Plan [the "1994
Incentive Stock Plan"] and directed that it be submitted to stockholders for
consideration and action. In the event stockholders do not approve the 1994
Program, the 1994 Program will not become effective.

The following summary describes the principal features of the 1994 Program.
The principal differences between the 1994 Program and the 1989 Program are
discussed at the end of this summary under the heading "Principal
Differences." This summary is qualified in its entirety by reference to
specific provisions of the 1994 Program, which will be furnished without
charge to any stockholder requesting a copy.

Committee. The 1994 Program will be administered by a committee [the
"Committee"] appointed by the Board of Directors, consisting of two or more
directors, each of whom meet each of the requirements set forth in Rule 16b-3
promulgated under the Securities Exchange Act of 1934 and the proposed
regulations issued under Section 162(m) of the Internal Revenue Code of 1986,
as amended. The Committee will report to the Board of Directors the employees
who are to participate in the 1994 Program and the extent of their
participation in any plan thereunder. No member of the Committee shall be
eligible to participate in the 1994 Program or shall have been eligible to
participate in the 1994 Program or the 1989 Program during a one-year period
prior to appointment.

Eligibility. Key executive, managerial and technical employees [including
officers and employees who are directors] of the Corporation and of any
subsidiary shall be eligible to participate in the 1994 Program and the plans
thereunder.

The selection of employees eligible to participate in any plan under the 1994
Program is within the discretion of the Committee. It is expected that the
1994 Program will be administered in a manner similar to the 1989 Program in
which 856 employees participated.

Stock. Under the proposed 1994 Program, no more than 9,000,000 shares of the
Corporation's Common Stock may be optioned or granted to eligible employees.
The 9,000,000 shares which may be available under the 1994 Program represent
approximately 4.5% of the shares of the Corporation's Common Stock out-

standing on December 31, 1993. On February 2, 1994, there were an aggregate
of 938,131 shares of Common Stock available for grant or award under the 1989
Program. The 1989 Program terminates on, and no further options or awards
will be made or granted thereunder after, April 27, 1994.

Shares from expired or terminated options under the 1994 Stock Option Plan
will be available again for option grant under the 1994 Program. Shares which
are issued but not earned, or which are forfeited under the 1994 Incentive
Stock Plan, by executive officers subject to the short-swing trading
restrictions of Section 16[b] of the Securities Exchange Act of 1934 will not
again be available under the 1994 Program.

Shares of the Corporation's Common Stock which are optioned or awarded under
the 1994 Program may be either treasury shares or authorized but unissued
shares.

The 1994 Program provides for appropriate adjustments in the aggregate number
of shares subject to such Program and in the number of shares and the price
per share, or either, of outstanding options in the case of changes in the
capital stock of the Corporation resulting from any recapitalization, stock
or unusual cash dividend, stock split or any other increase or decrease
effected without receipt of consideration by the Corporation, or a merger or
consolidation in which the Corporation is the surviving corporation. The 1994
Program also provides that in any merger or consolidation in which the
Corporation is not the survivor and in which incentive stock options are not
granted in substitution of incentive stock options outstanding under the 1994
Stock Option Plan, or the predecessor option plans approved in 1983, 1986 and
1989, the Corporation may deliver to each optionee in cash an amount equal to
the difference between the purchase price of incentive stock options then
outstanding and the fair market value of the Corporation's Common Stock at
the effective date of such merger or consolidation. In addition, the
Corporation may deliver further amounts to mitigate the tax consequences as
the result of income then realized by such persons and by persons who had
purchased [and were then holding] shares pursuant to the exercise of
incentive stock options but were, as a result of such merger or
consolidation, unable to meet the applicable holding periods for realization
of long-term capital gains with respect to such shares.

Stock Option Plan. Under the 1994 Stock Option Plan, the Committee may grant
to eligible employees either non-qualified or "incentive stock" options, or
both, to purchase shares of the Corporation's Common Stock. The Committee may
also provide that options may not be exercised in whole or in part for any
period or periods of time; provided, however, that no option shall be
exercised until the lapse of at least twelve months from the date of grant.
The number of shares covered by incentive stock options which may be first
exercised by an individual in any year cannot have an aggregate fair market
value in excess of $100,000, measured at the date of grant. All options shall
expire not more than ten years from the date of grant. The Committee may
provide that in the event the employment of an employee is terminated, the
right to exercise options held under the 1994 Stock Option Plan may continue
through its original expiration date or for such shorter period of time after
such event as the Committee may determine appropriate. Options are not
assignable or transferable except for limited circumstances on death. During
the lifetime of the employee an option may be exercised only by him.

The option price must be paid to the Corporation by the optionee in full
prior to delivery of the stock. The optionee may pay the option price in cash
or with shares of the Corporation's Common Stock owned by him. The optionee
has no rights as a stockholder with respect to the shares subject to option
until shares are issued upon exercise of the option.

Under the 1994 Stock Option Plan the Committee may grant so-called "reload"
options pursuant to which an optionee who uses shares of the Corporation's
Common Stock to pay the purchase price of an option shall receive
automatically on the date of exercise an additional option to purchase shares
of the Corporation's Common Stock. Such additional option shall cover the
number of shares tendered in payment of the option

price, shall be at the then fair market value of the Corporation's Common
Stock, shall become exercisable only after the lapse of twelve months and
shall expire on the date of the original option.

Incentive Stock Plan. The 1994 Incentive Stock Plan authorizes the Committee
to award to eligible employees shares, or the right to receive shares, of the
Corporation's Common Stock, the equivalent value in cash or a combination
thereof [as determined by the Committee]. The Committee shall determine the
number of shares which are to be awarded to individual employees and the
number of rights covering shares to be issued upon attainment of
predetermined performance objectives at the end of specified periods. The
shares awarded directly to individual employees may be made subject to
certain restrictions prohibiting sale or other disposition and may be made
subject to forfeiture in certain events. The restrictions on transfer and the
possibility of forfeiture may be waived, with the approval of the Committee,
if an employee's employment relationship is terminated by reason of death,
disability or retirement with the Corporation's consent or by reason of a
subsidiary ceasing to be such. In addition, the Committee may remove, in its
discretion and in whole or in part, the restrictions on sale or transfer and
the possibility of forfeiture in the event of the termination of employment
if circumstances so warrant. Shares may be issued to recognize past
performance either generally or upon attainment of specific objectives.
Shares issuable for performance [based upon specific predetermined
objectives] will be payable only to the extent that the Committee determines
that an eligible employee has met such objectives and will be valued as of
the date of such determination. Upon issuance, such shares may [but need not]
be made subject to certain restrictions prohibiting disposition or to the
possibility of forfeiture. No employee shall have any right to receive shares
based upon the attainment of objectives prior to the expiration of the date
set for the performance of his objectives unless [i] otherwise determined by
the Committee or [ii] his employment is terminated by reason of disability or
retirement, in each case with the consent of the Corporation.

The utilization of contingent awards under the 1994 Incentive Stock Plan will
require a charge to operations each year. The amount of such charge will
depend, in part, on the fair market value of the Corporation's Common Stock,
the period over which restrictions on transfer and the possibility of
forfeiture may lapse and the degree to which an individual is meeting his
performance goals.

Taxation. The Corporation believes that the federal income tax consequences
of the 1994 Program are as follows:

1994 Stock Option Plan. An optionee who exercises a non-qualified option
granted under the 1994 Stock Option Plan will recognize compensation taxable
as ordinary income [subject to withholding] in an amount equal to the
difference between the option price and the fair market value of the shares
on the date of exercise, and the Corporation or the subsidiary employing the
optionee will be entitled to a deduction from income in the same amount. The
optionee's basis in such shares will be increased by the amount taxable as
compensation, and his capital gain or loss when he disposes of the shares
will be calculated using such increased basis. The capital gain or loss on
disposition of the shares will be either long-term or short-term, depending
on the holding period of the shares.

If all applicable requirements of the Internal Revenue Code of 1986, as
amended, with respect to incentive stock options are met, including the
requirement that the stock is held for more than two years from the date of
grant of the option and more than one year from the date of exercise, no
income to the optionee will be recognized and no deduction will be allowable
to the Corporation at the time of the grant or exercise of an incentive stock
option. The excess of the fair market value of the shares at the time of
exercise over the amount paid is an item of tax preference which may be
subject to the alternative minimum tax. In general, if an incentive stock
option is exercised after three months of termination of employment, the
optionee will recognize ordinary income in an amount equal to the difference
between the option price and the fair

market value of the shares on the date of exercise and the Corporation will
be entitled to a deduction in the same amount. If the shares are sold within
one year of the date of exercise or two years from the date of grant, the
optionee will recognize ordinary income in an amount equal to the difference
between the option price and the lesser of the fair market value of the
shares on the date of exercise or the sale price and the Corporation will be
entitled to a deduction from income in the same amount. Any excess of the
sale price over the fair market value on the date of exercise will be taxed
as a capital gain. If the shares are held for more than one year from the
date of exercise and more than two years from the date of grant, the optionee
will be entitled to a long-term capital gain or loss when he disposes of the
shares and the Corporation will not be entitled to a deduction.

1994 Incentive Stock Plan. Shares of Common Stock which are not subject to
restrictions and possibility of forfeiture and which are awarded to an
employee under the 1994 Incentive Stock Plan will be treated as ordinary
income, subject to withholding, to an employee at the time of the transfer of
the shares to him and the value of such awards will be deductible by the
Corporation or by the subsidiary employing the employee at the same time and
in the same amount. Shares granted subject to restrictions and possibility of
forfeiture will not be subject to tax nor will such grant result in a tax
deduction for the Corporation at the time of award. However, when such shares
become free of restrictions and possibility of forfeiture, the fair market
value of such shares at that time [i] will be treated as ordinary income to
the employee and [ii] will be deductible by the Corporation or by the
subsidiary employing the employee.

Alternatively, an employee receiving shares subject to restriction and
possibility of forfeiture may elect to include in his gross income, for the
taxable year in which such shares are transferred to him, the fair market
value of such shares at that time; in such case, he need not include any
amount in gross income at the time the shares become free of restrictions and
possibility of forfeiture. However, an employee making such an election will
not be allowed a deduction if the shares are subsequently forfeited.

The employee will have a tax basis for the shares equal to their fair market
value at the time they are included in gross income and will realize
long-term or short-term capital gain on disposition of the shares, depending
on the holding period of the shares, which will commence at the time the
employee is deemed to be in receipt of ordinary income with respect to such
shares.

Amendment, Administration and Termination. The 1994 Program has a term of
five years and sixty days and no shares may be optioned or awarded and no
rights to receive shares may be granted after the expiration of the Program.
The Board of Directors is authorized to terminate or amend the 1994 Program,
except that it may not increase the number of shares available thereunder,
decrease the price at which options may be granted, change the class of
employees eligible to participate, or extend the term of the Program or
options granted thereunder without the approval of the holders of a majority
of the outstanding shares of Common Stock of the Corporation. To the extent
any provision of the 1994 Program fails to comply with any condition of Rule
16b-3 of the Securities Exchange Act of 1934, such provision shall be null
and void to the extent permitted by law.

Principal Differences. The 1994 Program is basically a continuation of the
1989 Program. However, it does differ from the 1989 Program in the following
respects.

[i] Under the 1994 Program a total of 9,000,000 shares of Common Stock may
be optioned or awarded to eligible employees. The 1989 Program covered
8,800,000 shares.

[ii] The 1994 Program permits the grant of so-called "reload" options
pursuant to which an optionee who pays the option price with shares of the
Corporation's Common Stock will be granted at the then fair market value
another option to purchase the same number of shares tendered in payment of
the option price. The 1989 Program had no similar provision.

<PAGE>

[iii] The 1994 Program provides that shares granted to persons subject to the
short-swing trading provisions of Section 16[b] of the Securities Exchange
Act of 1934 which are not earned or which are forfeited may not again be made
available for grant or option under the Plan.

[iv] The 1994 Program, unlike the 1989 Program, makes no provision for the
grant of stock appreciation rights.

[v] The 1994 Program provides that no one individual may receive options
covering more than 675,000 shares of the Common Stock of the Corporation [or
7.5% of the shares available] and that no options shall be exercisable until
at least twelve months have elapsed since the date of grant. The 1989 Program
as approved by stockholders contained no individual limit and permitted the
Board of Directors to determine the minimum time period in which options
would first become exercisable.

Cost. It is not possible to state in advance the total amount which the
Corporation will be required to charge to operations under the 1994 Program.
That amount will depend upon many factors, including the fair market value of
the Corporation's Common Stock, the outcome of the deliberations of the
Financial Accounting Standards Board with respect to accounting for stock
options and the degree to which participants are meeting specific goals.
Under the 1989 Program, however, the Corporation charged to operations during
the last three fiscal years an average of $11,250,000 per year.

The Board of Directors recommends a vote FOR approval of the 1994 Program.

Performance-Based Annual Incentive Awards

The Corporation has had in place for over twenty years two programs under
which it has paid additional compensation to reward effective performance -
the Variable Compensation Plan last approved by stockholders in 1988 and the
Employee Equity Participation Program last approved by stockholders in 1989
and submitted to stockholders this year for consideration and approval.

Recent amendments to the Internal Revenue Code limit the deductibility of
annual compensation in excess of $1,000,000 paid to the Corporation's chief
executive officer and the four highest paid executive officers unless such
compensation meets certain requirements. In order for such compensation to be
deductible as a business expense under the Internal Revenue Code, it must be
"performance-based". Compensation qualifies for the "performance-based"
exception only if [1] it is paid solely on account of the attainment of one
or more pre-established performance goals, [2] the performance goals are
established by a compensation committee consisting solely of two or more
outside directors, [3] the performance goals and material terms under which
the compensation is to be paid are disclosed to and approved by stockholders
in a separate vote prior to payment and [4] the Compensation Committee
certifies, prior to payment, that the performance goals and any other
material terms are, in fact, satisfied.

Set forth below are the criteria established under the Variable Compensation
Plan and under the Corporate Performance Plan [described earlier] which
constitutes an internally designated portion of the more flexible 1989
Employee Equity Participation Program and the proposed 1994 Employee Equity
Participation Program being submitted to stockholders for approval. Both
programs have provided flexible mechanisms for the Compensation Committee to
exercise its discretion to design specific performance-driven goals and to
reward achievement of such goals.

Corporate Performance Plan

The Corporate Performance Plan applicable to the Corporation's chief
executive and the other executive officers named in the Summary Compensation
Table has provided for the grant of shares of the Corporation's Common Stock
["performance shares"] in December prior to the fiscal year or years [a
"performance period"] in which specific performance targets are to be met.
The performance shares are to be earned in a range from 0% to 150% of target
at the end of the performance period, based on year-end "return on equity"

and "earnings per share" goals set by the Compensation Committee prior to the
commencement of the performance period. Performance shares earned may not be
transferred for two years following the performance period. The recipient of
performance shares will receive dividends paid on shares of Common Stock and
will be entitled to vote such shares during the performance period. The
performance shares are to be forfeited if the recipient does not hold for two
years following the expiration of the performance period unencumbered shares
of the Corporation's Common Stock in an amount equal to one-third of the
performance shares.

For 1994 the Compensation Committee has set specific, equally weighted
"return on equity" and "earnings per share" goals pursuant to which
performance shares may be earned at varying levels of performance. In
addition to return on equity and earnings per share goals, after 1994 the
Compensation Committee may substitute, but under the same methodology and
maximum award limits described herein, "net income" for either the earnings
per share or return on equity performance measures in order to enable the
Compensation Committee to align compensation strategy with business strategy.

The highest target and maximum awards, currently assigned to the chief
executive officer, are 17,500 and 26,500 shares of Common Stock,
respectively. If return on equity and earnings per share exceed target at the
end of the performance period, the recipient may be granted additional
performance shares up to the maximum level. If performance is below target,
some or all of the performance shares will be forfeited. For example, for
1993 performance under the Corporate Performance Plan, the executive officers
earned 25% of the performance shares granted, forfeiting 75% of such shares.

For purposes of calculating awards, "return on equity" is "net income"
divided by "stockholders' equity" for the year. "Net income" is net income,
less preferred dividends, as reported in the Corporation's Annual Report,
adjusted for [a] extraordinary, unusual or non-recurring items of after-tax
gain or loss resulting from accounting changes, special reserves,
restructuring costs, write-offs of assets, acquisitions or dispositions as
listed in the footnotes to the Annual Report, and [b] the impact of
acquisitions completed during the year that were not anticipated in the
budgets on which the performance targets were set. "Stockholders' equity" is
the common stockholders' equity as reported in the consolidated balance sheet
in the Corporation's Annual Report, adjusted for the extraordinary or
non-recurring items described above. "Earnings per share" is calculated by
dividing net income by the average outstanding shares [weighted by the length
of time such shares are outstanding] of the Corporation's Common Stock during
the performance period. The Compensation Committee retains the right to
reduce net income for purposes of the Corporate Performance Plan if it
believes that such net income produces awards above the level warranted by
management performance. It may not, however, increase individual awards.

If approved by stockholders, the Corporate Performance Plan and the 1994
Employee Equity Participation Program will continue for five years, 1994
through 1999, unless sooner terminated or amended by the Board of Directors
of the Corporation. In order to maintain the deductibility under Section
162(m) of the Internal Revenue Code of amounts paid under the Corporate
Performance Plan, any amendment to the criteria which changes the performance
measures, or the maximum award payable, would be subject to stockholder
approval.

If the proposal with respect to the Corporate Performance Plan is not
approved by stockholders and the 1994 Employee Equity Participation Program
[under which the Corporate Performance Plan grants would be made] is approved
by stockholders at the Annual Meeting, the Board of Directors and the
Committee would retain authority to develop and implement alternate means of
compensating employees, including executive officers, through various equity
incentives, a portion of which may not be deductible under the Internal
Revenue Code.

The Board of Directors recommends a vote FOR the approval of the performance
criteria embodied in the Corporate Performance Plan.

Variable Compensation Plan

The performance-based annual cash incentive awards payable under the Variable
Compensation Plan to the Corporation's chief executive and the other
executive officers named in the Summary Compensation Table are grounded in
net income and the amounts thereof are based upon the comparison of the
Corporation's net income to a graduated scale of net income goals set by the
Compensation Committee prior to the beginning of the Corporation's fiscal
year [the "performance year"]. Each such officer is assigned a target award,
as a percent of base salary in effect on the date the net income target is
set, payable if the net income target is achieved. Actual net income is
compared to the scale of net income targets with each gradation of net income
corresponding to a percentage, which is multiplied by the officer's assigned
target award. If actual net income is below target, awards will be less than
target, down to a point below which no awards are earned. If net income is
above target, awards will be greater than target, up to a stated maximum
award. The maximum award, assigned to the chief executive officer, may not
exceed 200% of base salary in effect on the date the Compensation Committee
sets the net income target for the performance year. The Compensation
Committee retains the right to reduce any award if it believes individual
performance does not warrant the award calculated by reference to net income.
The award earned may, but need not, be deferred for distribution in future
years.

For 1994 the payment of the performance-based annual incentive is based on
net income. In addition to net income, the Compensation Committee will have
discretion, but under the same methodology and maximum award limits as
described above, to substitute "return on equity", or "earnings per share",
or a combination thereof, as the applicable performance measures in order to
enable the Compensation Committee to align compensation strategy with
business strategy.

Under the 1988 Variable Compensation Plan the aggregate variable compensation
which may be paid to all participants with respect to any one fiscal year may
not exceed the lesser of [i] additional profits for such year, [ii] 75% of
the total annual salaries of all participants for such year or [iii] 5% of
the total amount of dividends paid by the Corporation on its Common Stock
during the applicable fiscal year. "Salary" includes only the base pay and
the corporate performance, or goal sharing, bonus applicable to all salaried
employees and paid to a participant. "Additional profits" for any year is
defined as 3% of the net income approved by the Corporation's independent
accountants to be reported as net income in the consolidated statement of
income for such year included in the Corporation's Annual Report to
stockholders subject to adjustments.

For purposes of calculating awards, "net income" is net income, less
preferred dividends, as reported in the Corporation's Annual Report adjusted
for [a] extraordinary, unusual or non-recurring items of after-tax gain or
loss resulting from accounting changes, special reserves, restructuring
costs, write-offs of assets, acquisitions or dispositions as listed in the
footnotes to the Annual Report, and [b] the impact of acquisitions completed
during the year that were not anticipated in the budgets on which the
performance targets were set. The Compensation Committee retains the right to
reduce net income for purposes of the performance-based annual incentive
awards if it believes that net income produces awards above the level
warranted by management performance. It may not increase individual awards
above the level produced by the calculations.

The 1988 Variable Compensation Plan expires in 1998. The criteria described
above pursuant to which performance-based annual incentive awards may be paid
to the eligible officers will be five years, 1994 through 1998, assuming
approval by the stockholders, unless sooner terminated or amended by the
Board. In order to maintain the deductibility under Section 162(m) of the
Internal Revenue Code of amounts paid under the Variable Compensation Plan,
any amendment to the criteria which would change the performance measure, or
the maximum award payable, would be subject to stockholder approval.

Should the proposal to approve the conditions by which performance-based
annual incentive awards are paid not be approved by stockholders, the
Variable Compensation Plan under which the awards are authorized would remain
in effect. The Board of Directors will retain the authority to develop and
implement alternate means of compensating eligible officers for performance,
a portion of which may not be deductible under the Internal Revenue Code.

The Board of Directors recommends a vote FOR the approval of the performance
criteria under the Variable Compensation Plan.

Stockholder Proposal Relating to CERES Principles

The Sisters of Mercy, Rochester, New York, whose retirement fund owns 2,200
shares of Corning Common Stock, has notified the Corporation that it intends
to present to the Annual Meeting for action the resolution set forth below.
Three other institutions and eleven individuals who own in the aggregate an
additional 19,580 shares of Common Stock have stated that they wish to
co-sponsor such resolution. The Corporation will furnish the names and
addresses of the co-sponsors to any stockholder requesting such information.

"Whereas we believe:

* The responsible implementation of sound environmental policy increases
long-term shareholder value by increasing efficiency, decreasing clean-up
costs, reducing litigation, and enhancing public image and product
attractiveness;

* Adherence to public standards for environmental performance gives a company
greater public credibility than is achieved by following standards created by
industry alone. In order to maximize public credibility and usefulness, such
standards also need to reflect what investors and other stakeholders want to
know about the environmental records of their companies;

* Standardized environmental reports will provide shareholders with useful
information which allows comparisons of performance against uniform standards
and comparisons of progress over time. Companies can also attract new capital
from investors seeking investments that are environmentally responsible,
responsive, progressive, and which minimize the risk of environmental
liability.

And whereas:

* The Coalition for Environmentally Responsible Economies [CERES], which
comprises large institutional investors with $150 billion in stockholdings
[including shareholders of this Company], public interest representatives,
and environmental experts, consulted with dozens of corporations and produced
comprehensive public standards for both environmental performance and
reporting. Over 50 companies have endorsed the CERES Principles -- including
the Sun Company, a Fortune-500 company -- to demonstrate their commitment to
public environmental accountability.

* In endorsing the CERES Principles, a company commits to work toward:

1. Protection of the biosphere
2. Sustainable use of natural resources
3. Waste reduction and disposal
4. Energy conservation
5. Risk reduction
6. Safe products and services
7. Environmental restoration
8. Informing the public
9. Management commitment
10. Audits and reports

Concerned investors are asking the Company to be publicly accountable for its
environmental impact, including collaboration with this corporate,
environmental, investor, and community coalition to develop (a) standards for
environmental performance and disclosure; (b) appropriate goals relative to
these standards; (c) evaluation methods and tools for measurement of progress
toward these goals; and (d) a format for public reporting of this progress.

We believe this request is consistent with regulation adopted by the European
Community for companies' voluntary participation in verified and
publicly-reported eco-management and auditing.

Resolved, that shareholders request the Company to endorse the CERES
Principles as a commitment to be publicly accountable for its environmental
impact."

Stockholder's Statement in Support of the CERES Principles

"We invite the Company to endorse the CERES Principles by [1] stating its
endorsement in a letter signed by a senior officer; [2] committing to
implement the Principles; and [3] annually completing the CERES Report.
Endorsing these Principles complements rather than supplants internal
corporate environmental policies and procedures.

We believe that without this public scrutiny, corporate environmental
policies and reports lack the critical component of adherence to standards
set not only by management but also by other stakeholders. Shareholders are
asked to support this resolution, to encourage our Company to demonstrate
environmental leadership and accountability for its environmental impact."

Board of Directors' Statement Relating to the CERES Principles

The material set forth above requesting Corning to endorse the CERES
Principles is similar to the material presented, and defeated, at the 1992
and 1993 Annual Meetings with respect to Corning's execution of the CERES
Principles. Corning continues to believe that the adoption of such Principles
will not add value to Corning's existing environmental policies, practices
and responsibilities.

Corning has had a long standing commitment to the environment and is keenly
aware of the need for and desirability of environmental improvement, both by
Corning in its own operations and through the invention, production and sale
of products to enable others to meet society's environmental requirements and
challenges. Corning believes that the objectives set forth in the CERES
Principles constitute worthy goals and a generic environmental code of
conduct. However, Corning does not believe it is in the stockholders' best
interest for Corning to sign the CERES Principles.

Among other things, the CERES Principles obligates a signatory to complete
and make public a standardized environmental report to permit comparison of
one's environmental performance against "uniform" standards. Corning does not
believe that there exists today generally accepted environmental performance
standards, except standards which are set by governmental regulation and
which are subject to change at the federal, state and local level. In
addition, there appears to be no consensus among various investor, industry
and other groups, including the professional scientific environmental
community, as to what might constitute a standardized environmental report
allowing meaningful comparison of corporations engaged in different
businesses and employing differing methods and processes of manufacture or
service.

Corning is committed to the environment, recognizes its obligation to be a
responsible steward of natural resources and supports the spirit of the CERES
Principles. However, it does not believe that endorsement of the Principles
at this time would advance Corning's environmental commitment or
responsibility. The adoption of the CERES Principles would likely result in
the expenditure of time and money without yielding improved results or
meaningful comparisons.

The Board of Directors recommends a vote against the stockholder proposal by
marking the AGAINST box on the proxy card.

Receipt of Stockholder Proposals

Any stockholder proposal intended to be presented at the 1995 Annual Meeting
and included in the Corporation's Proxy Statement and Proxy relating to that
meeting must be received by the Corporation at One Riverfront Plaza, Corning,
New York 14831; Attention: The Secretary not later than November 22, 1994.

Directors' Compensation and Other Matters Relating to Directors

Each director of the Corporation, other than a director who is an employee of
the Corporation, receives $20,000 for service as a director and is also paid
$750 for each meeting of the Board or any committee thereof which he attends.
However, if a director attends more than one such meeting on any given day,
he is paid $500 for each additional meeting. Members of the International
Committee, which met twice in 1993, were paid an additional $1,000 for
attending such meeting. In lieu of a meeting fee, chairmen of committees of
the Board are paid a retainer ranging from $3,000 to $6,500, depending upon
the committee which the director chairs. Pursuant to a Deferred Compensation
Plan for Directors adopted by the Corporation in 1983, each director may
elect to defer until a date specified by him receipt of all or a portion of
his compensation. Such Plan provides that amounts deferred shall be paid only
in cash and while deferred may be allocated to [i] a cash account upon which
amounts deferred may earn interest, compounded quarterly, at the prime rate
of Citibank, N.A. in effect on certain specified dates, [ii] a market value
account, the value of which will be based upon the market value of the
Corporation's Common Stock from time to time, [iii] a book value account, the
value of which will be based upon the book value of the Corporation's Common
Stock established on an annual basis, or a combination of such accounts. At
December 31, 1993 eight directors had elected to defer compensation pursuant
to such Plan. Pursuant to the Restricted Stock Plans for Non-Employee
Directors, the Corporation during 1993 issued to each non-employee director
elected in 1993 400 shares of the Corporation's Common Stock for each year
specified in the term of service for which such director was elected, subject
to forfeiture and restrictions on transfer.

The Corporation has established a Directors' Charitable Giving Program funded
by insurance policies on the lives of the directors. In 1993 the Corporation
paid a total of $325,894 in premiums on such policies. Upon the death of a
director, the Corporation will donate $1,250,000 to one or more qualified
charitable organizations recommended by such director and approved by the
Corporation. The directors derive no financial benefit from the Program as
all charitable deductions and cash surrender value of life insurance policies
accrue solely to the Corporation. All non-employee directors currently
participate in the Program.

The Board of Directors of the Corporation held during 1993 five regularly
scheduled and three special meetings. Each director attended at least 75% of
all such regularly scheduled meetings and the meetings of the committees of
which each was a member.

The Corporation has audit, compensation and nominating committees composed of
members of the Board of Directors.

The Audit Committee, composed of Messrs. O'Connor, Barker, Jordan and
Smithburg and Mrs. Rein, met four times during 1993. It recommends the firm
of independent accountants to conduct the annual examination of the
Corporation's consolidated financial statements, confers with such
accountants and reviews the scope of the examination and brings to the entire
Board of Directors for review those items relating to such examination or to
accounting practices which the Audit Committee believes merit such review.
The Compensation Committee, composed of Messrs. Kinnear, Jordan, O'Connor and
Stone, met five times during 1993. It makes recommendations to the Board of
Directors with respect to the compensation of officers and executive
employees of the Corporation and administers the Corporation's Variable
Compensation Plan, Employee Equity Participation Program and the Pension
Preservation Plan. The Nominating Committee, composed of Messrs. Conable,
Houghton, Kinnear and Rosovsky, met twice during 1993 and proposed the
nominees for election as directors at the Annual Meeting of Stockholders to
be held on April 28, 1994. It reviews, considers and proposes nominees for
election as directors of the Corporation and makes such other proposals with
respect to the organization, size and composition of the Board of Directors
as it deems advisable. While the Committee

may consider persons nominated by stockholders, it has no explicit procedures
in this regard.

Mr. Jordan, a director of the Corporation and a member of the Compensation
Committee, is a partner of the law firm of Akin, Gump, Strauss, Hauer & Feld,
which rendered services to the Corporation during 1993.

Other Matters

In December 1990 the Corporation entered into an agreement to lease office
space located in Corning, New York, owned by Mr. Robert L. Ecklin, an
executive officer, for a three-year term commencing on February 1, 1991 at a
base monthly rental of $3,414. During 1992 such lease was assigned by the
Corporation to Corning Consumer Products Company, then a 51%-owned subsidiary
known as Corning Vitro Corporation and now a wholly-owned subsidiary, which
exercised its option to extend the lease for an additional two years at an
average base monthly rental of $4,378 commencing February 1, 1994. Also
during 1992 the Corporation entered into an agreement to lease other office
space in Corning, New York owned by Mr. Ecklin for a three-year term
commencing July 1, 1992 at a base monthly rental of $20,895.

During 1993 nine executive officers of the Corporation owed the Corporation a
maximum aggregate amount of $695,534, which remained outstanding on December
31, 1993, and paid interest on such amounts at 6% per annum.

The Corporation has purchased insurance from National Union Fire Insurance
Company, Pittsburgh, Pennsylvania, Federal Insurance Company and A.C.E.
Insurance Company [Bermuda] Ltd. providing for reimbursement of directors and
officers of the Corporation and its subsidiary companies for costs and
expenses incurred by them in actions brought against them in connection with
their actions as directors or officers, including actions as fiduciaries
under the Employee Retirement Income Security Act of 1974. The insurance
coverage, which expires in May 1994, costs $1,711,000 on an annual basis,
which will be paid by the Corporation.

At the meeting of the Corporation's Board of Directors held on February 2,
1994, the Board appointed Price Waterhouse as the independent accountants for
the Corporation for its 1994 fiscal year, pursuant to the recommendation of
the Audit Committee. Audit services performed by Price Waterhouse for the
fiscal year ended January 2, 1994 consisted of examination of the
consolidated financial statements of the Corporation, limited review of the
unaudited quarterly consolidated financial statements and limited assistance
and consultation in connection with filings with the Securities and Exchange
Commission.

The Corporation expects representatives of Price Waterhouse to be present at
and available to respond to appropriate questions which may be raised at the
Annual Meeting. Representatives of Price Waterhouse will have the opportunity
to comment on the Corporation's financial statements if they so desire.

The cost of the solicitation of Proxies will be borne by the Corporation. In
addition to solicitation of the Proxies by use of the mails, some of the
directors, officers and regular employees of the Corporation, without extra
remuneration, may solicit Proxies personally or by telephone, telegraph, or
cable. The Corporation has retained Georgeson & Co. Inc., at a cost of
$11,000, to assist in soliciting Proxies in connection with the Annual
Meeting. The Corporation may also request brokerage houses, nominees,
custodians and fiduciaries to forward soliciting material to beneficial
owners of shares held of record. The Corporation will reimburse such persons
for their expenses in forwarding soliciting material.

By order of the Board of Directors.

A. John Peck, Jr.
Secretary

March 9, 1994

(Corning Logo)

Notice of 1994 Annual
Meeting of Stockholders
and Proxy Statement

(recycled logo) Printed on recycled paper using soybean ink

<PAGE>

CORNING

Proxy Solicited on Behalf of The Board of Directors For The
Annual Meeting of Stockholders--April 28, 1994

The undersigned appoints James R. Houghton, Roger G. Ackerman and
Van C. Campbell, and each of them, as proxies, with full power of
substitution and revocation, to vote, as designated on the
reverse side hereof, all the Common Stock of Corning Incorporated
which the undersigned has power to vote, with all powers which
the undersigned would possess if personally present, at the
annual meeting of stockholders thereof to be held on April 28,
1994, or at any adjournment thereof.

Unless otherwise marked, this proxy will be voted FOR the
election of the nominees named, FOR Proposal Nos. 2, 3 and 4 and
AGAINST Proposal No. 5.

___ Check here for address change.

New Address: ______________________
___________________________________
___________________________________

___ Check here if you plan to
attend the meeting.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

<PAGE>

The Board of Directors recommends a vote for all nominees for
directors and FOR Proposal Nos. 2, 3 and 4.

1. Nominees: Robert Barker, FOR all WITHHELD
Mary L. Bundy, Van C. Nominees from all
Campbell, James R. nominees
Houghton, James W. Kinnear
and James J. O'Connor _____ _____

FOR nominees except vote
withheld from the following
nominees(s): ______________
___________________________

2. Proposed 1994 Employee FOR AGAINST ABSTAIN
Equity Participation
Program. ___ ___ ___

3. Corporate Performance Plan FOR AGAINST ABSTAIN
Performance Criteria.
___ ___ ___

4. Variable Compensation Plan FOR AGAINST ABSTAIN
Performance Criteria.
___ ___ ___

5. THE BOARD OF DIRECTORS FOR AGAINST ABSTAIN
RECOMMENDS A VOTE AGAINST

PROPOSAL NO. 5 RELATING TO ___ ___ ___
THE CERES PRINCIPLES.

Signature(s)_____________________________ Dated:_________, 1994

Please sign exactly as name appears hereon. Joint owners should
each sign. Where applicable, indicate official position or
representative capacity.

CORNING INCORPORATED

1994 EMPLOYEE EQUITY PARTICIPATION PROGRAM
<PAGE>
CORNING INCORPORATED
1994 EMPLOYEE EQUITY PARTICIPATION PROGRAM

1. Purpose

The 1994 Employee Equity Participation Program (the "Program")
is intended to encourage executive, managerial, technical and
other employees of (i) Corning Incorporated (the "Corporation"), (ii)
any "subsidiary corporation" of the Corporation within the
meaning of Section 425(f) of the Internal Revenue Code of 1986, as
amended (the "Code") or of any successor section, or (iii) any other
entity in which the Corporation holds beneficially at least one-half
of the ownership interest (such entity or "subsidiary corporation"
being referred to herein as a "Subsidiary") to become owners of
stock of the Corporation in order to increase their proprietary
interest in the Corporation's success; to stimulate the efforts of
certain key executive, managerial, technical and other employees
by giving suitable recognition to services which contribute
materially to the Corporation's success; and to provide such
employees with additional incentive and reward opportunity based,
in part, upon the attainment of predetermined goals over specified
periods. The Program shall consist of two plans: (a) the 1994
Stock Option Plan and (b) the 1994 Incentive Stock Plan.

2. Administration

The Program shall be administered by a committee of disinterested
persons appointed by the Board of Directors of the Corporation, to
be known as the "Compensation Committee" (the "Committee"),
consisting of not less than three members of the Corporation's
Board of Directors and each member of which shall be
"disinterested" within the meaning of Rule 16b-3(c)(i) promulgated
under the Securities Exchange Act of 1934 (the "1934 Act") or any
successor thereto. In addition, no member of the Committee shall
be an employee of the Corporation, a former officer of the
Corporation, a former employee of the Corporation who receives
compensation for prior services (other than benefits under a tax-
qualified retirement plan) during the taxable year or any other
person who receives directly or indirectly in any capacity (other
than as a director) remuneration in excess of the lesser of $60,000
or 5 percent of the gross income realized by the entity employing
such member during such entity's taxable year ending with or
within the Corporation's taxable year. No member of the
Committee shall have been eligible to participate in the Program in
the preceding year nor be eligible to participate in the Program
while serving on the Committee. The Committee shall select
periodically the executive, managerial, technical and other
employees who shall participate in the Program and the extent of
their participation in any particular Plan under the Program and
shall report such selections and levels of participation to the Board
of Directors.<PAGE>
The Committee's interpretation and construction
of any provisions
of this Program or any Plan or any right, option or award granted
or contract executed under it shall be final unless otherwise
determined by the Board of Directors, which determination shall
be final. No member of the Board of Directors or the Committee
shall be liable for any action or determination made in good faith.

3. Eligibility

The Committee shall from time to time select the executive,
managerial, technical and other employees (including officers and
employees who are directors) of the Corporation and of any
Subsidiary who shall be eligible to participate in any Plan under
the Program.

4. Stock

The shares subject to options, grants or incentive stock rights
under the Program shall be shares of the Corporation's Common
Stock, either authorized but unissued or issued and held in
treasury or such other securities as may be issued by the
Corporation in substitution therefor. The total amount of the
Common Stock of the Corporation which may be (i) sold pursuant
to options granted under the 1994 Stock Option Plan and (ii)
granted, or issued pursuant to incentive stock rights awarded,
under the 1994 Incentive Stock Plan shall not exceed 9,000,000
shares. There may be awarded under the 1994 Incentive Stock
Plan in lieu of shares the cash equivalent thereof valued at the
date that the Committee determines whether, or to what extent,
performance objectives have been met. In each case, the number
of shares shall be subject to adjustment in accordance with the
provisions of Section 5.

Shares from the unexercised portion of the options which expire or
of the options which are terminated during the period when
options may be granted and shares forfeited or not earned under
the 1994 Incentive Stock Plan may again (i) be the subject of an
option under the 1994 Stock Option Plan and (ii) be awarded or be
the subject of rights granted under the 1994 Incentive Stock Plan;
provided, however, that shares issued to participants subject to
the provisions of Section 16 of the 1934 Act which are forfeited or
not earned may not be reissued under the Program or made the
subject of an option under the 1994 Stock Option Plan. Shares
surrendered upon the exercise of stock options may not again be
the subject of options granted under the 1994 Stock Option Plan.
Shares surrendered under the Program in payment of taxes due
upon the exercise of stock options or under the recognition of
income for shares issued under the Incentive Stock Plan may not
again be issued under the Program.

No single eligible employee under the 1994 Stock Option Plan may
receive grants of stock options covering in excess of 675,000, or
7.5% of the total, shares authorized under the Program.

<PAGE>

5. Recapitalization

The number of shares of Common Stock which may be granted,
awarded or earned under the 1994 Incentive Stock Plan or made
subject to options granted under the 1994 Stock Option Plan in
the aggregate and to any single eligible employee, the number of
shares covered by each outstanding option, and the price per
share thereunder, and the number of shares granted or subject to
incentive stock rights under the 1994 Incentive Stock Plan shall all
be proportionally adjusted for any increase or decrease in the
number of issued shares of Common Stock of the Corporation
resulting from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares effected without receipt of
consideration by the Corporation, or any distribution or spin-off of
assets (other than a normal cash dividend) to the stockholders of
the Corporation.

Subject to any required action by the stockholders, if the
Corporation shall be the surviving corporation in any merger or
consolidation, any option granted under the 1994 Stock Option
Plan and any incentive stock right granted under the 1994
Incentive Stock Plan shall apply to the securities to which a holder
of the number of shares of Common Stock subject to the option or
such right, as the case may be, would have been entitled before
the occurrence of such event. A dissolution or liquidation of the
Corporation, or a merger or consolidation in which the Corporation
is not the surviving corporation, shall cause every option
outstanding under the 1994 Stock Option Plan to terminate,
except that the surviving corporation may, in its absolute and
uncontrolled discretion, tender an option or options to purchase
its shares on terms and conditions, both as to number of shares
and otherwise, which will substantially preserve the rights and
benefits of any option then outstanding under the 1994 Stock
Option Plan. Upon the dissolution or liquidation of the
Corporation, or upon the effective date of any merger or
consolidation in which the Corporation is not the survivor and in
which the survivor has not tendered options as provided in the
preceding sentence, the Corporation shall deliver to each optionee
whose incentive stock options are being terminated an amount in
cash equal to the difference between the option price and the fair
market value of a share of the Corporation's Common Stock
determined in good faith by the Committee. In the case of such a
merger or consolidation in which the Corporation is not the
survivor, the Corporation shall also deliver to each person whose
incentive stock options are being terminated and to each person
who had exercised an incentive stock option and who was holding
the shares so purchased for long-term capital gains treatment an
amount equal to the difference between the federal income tax
which the person would be required to pay as a result of being
unable to hold such shares for long-term capital gains purposes
(assuming a sale price equal to the fair market value as provided
above) and the tax such person is required to pay as a result of
having to dispose of shares on account of such merger or
consolidation.

<PAGE>

In the event of a change in the Corporation's presently authorized
Common Stock which is limited to a change of authorized shares
with par value into the same number of shares with a different par
value or into the same number of shares without par value, the
shares resulting from any such change shall be deemed to be
Common Stock within the meaning of the Program.

6. 1994 Stock Option Plan

(a) The Committee may from time to time grant options,
including but not limited to performance-based stock options
and incentive stock options permitted by Section 422A of the
Code, to purchase shares of Common Stock, evidenced by
agreements in such form as the Committee may, from time to
time, approve, containing in substance the following terms
and conditions:

(i) The option price shall be payable in full upon the
exercise of the option and may be paid either in United
States dollars, or under rules established and
maintained from time to time by the Committee, in
shares of the Common Stock of the Corporation owned
by the optionee, or a combination of cash and shares.
Under such rules, an optionee paying for the exercise of
an option in already-owned, freely transferable,
unencumbered shares of Common Stock of the
Corporation may receive new options to purchase
shares of Common Stock of the Corporation at the then
current market price (being the mean between the high
and low selling prices of the Corporation's Common
Stock on the New York Stock Exchange on the date of
exercise) for the same number of shares surrendered on
exercise of the original option. In no circumstance will
the total number of shares subject to the new option
granted exceed the number of shares surrendered on
exercise of the original option, will the new option be
exercisable within twelve months of the date of exercise
or will the new option have a life beyond that of the
original option.

Shares so surrendered and held under the Equity
Purchase Plan forming a part of the Corporation's 1974,
1978, 1983 and 1986 Employee Equity Participation
Programs shall be valued at Book Value on the
Valuation Date next preceding the date of exercise (as
such terms are defined in such Programs). Other
shares of the Corporation's Common Stock shall be
valued at the mean between the high and low selling
prices of the Corporation's Common Stock on the New
York Stock Exchange on the date of exercise.

(ii) The option shall state the total number of shares to
which it pertains.<PAGE>

(iii)The option price shall be not less than 100% of the fair
market value of the shares on the date of the granting
of the option.

(iv) Each option granted under the 1994 Stock Option Plan
shall expire on such date designated by the Committee
but in no event more than ten years from the date the
option is granted.

(v) The Committee may in its discretion provide that an
option may not be exercised in whole or in part for any
period or periods of time specified by the Committee.
Except as may be so provided by the Committee and
except as otherwise provided herein, any option may be
exercised in whole at any time or in part from time to
time after the option has vested in accordance with the
terms of the applicable agreement and during its term;
provided, however, that in no circumstance will an
option under the 1994 Stock Option Plan become
exercisable in less than twelve months from the date of
grant.

(vi) The aggregate fair market value (determined as of the
time the option is granted) of the stock for which any
employee may be granted incentive stock options under
this Plan or any other plans of the Corporation or any
subsidiary of the Corporation shall not exceed $100,000
(or such other limit as may be in effect from time to
time under Section 422A of the Code or any statutory
successor thereto) in any calendar year in which such
option or any portion thereof first becomes exercisable
pursuant to the terms of the agreement executed
between such employee and the Corporation.

(vii)If, in the opinion of counsel for the Corporation, the
listing, registration or qualification of the shares subject
to option under any securities exchange or under any
state or Federal law, or the consent or approval of any
governmental regulatory body, or an exemption from
registration, is necessary or desirable, each option shall
be subject to the requirement that such option may not
be exercised in whole or in part unless such listing,
registration, qualification, consent, approval or
exemption shall have been effected or obtained free of
any conditions not acceptable to the Committee.

(viii)An optionee shall have no rights as a stockholder with
respect to shares covered by his option to purchase
until the date of the issuance or transfer of the shares
to him and only after such shares are fully paid. No
adjustment will be made for dividends or other rights
for which the record date is prior to the date of such
issuance or transfer, except as provided in Section 5.

(ix) The option agreements authorized under the 1994
Stock Option Plan shall contain such other provisions
not inconsistent with this Program as the Committee
may deem advisable.

(b) Options may be granted under the 1994 Stock Option Plan
from time to time in substitution for stock options held by
consultants to or directors or employees of other corporations
who are about to become and who do concurrently with the
grant of such options become consultants to or directors or
employees of the Corporation or a Subsidiary as the result
of a merger or consolidation of the employing corporation with
the Corporation or a Subsidiary, or the acquisition by the
Corporation or a Subsidiary of the assets of the employing
corporation, or the acquisition by the Corporation or a
Subsidiary of stock of the employing corporation as the result
of which it becomes a Subsidiary. The terms and conditions
of the substitute options so granted may vary from the terms
and conditions set forth in Section 6 of this Program to such
extent as the Committee at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions
of the stock options in substitution for which they are
granted. Options granted under this paragraph (b) shall not
reduce the shares available for options, grants or incentive
stock rights under the Program as set forth in Section 4
hereof.

(c) If the optionee's employment by the Corporation or a
Subsidiary shall terminate, his option may remain in effect for
its remaining term following termination as determined by the
Committee, or as evidenced by the terms of the option
agreement approved by the Committee. The optionee shall
have the right, subject to the provisions of clauses (a) (iv) and
(v) of this Section 6, to exercise his option during the
remaining life of the option after such termination with
respect to all shares which were then subject to option under
this Plan; provided, however, that the Committee shall have
full power and authority to determine whether, to what extent
and under what circumstances any option shall be exercis-
able, suspended or canceled in the event of an optionee's
termination of employment.

If an optionee dies while in the employ of the Corporation or a
Subsidiary, or within three months after termination of
employment with options exercisable pursuant to action
taken by the Committee or otherwise in accordance with the
preceding sentences, the optionee's estate, personal
representative or beneficiary shall have the right to exercise
such option at any time within twelve months from the date
of death with respect to all shares subject to option on the
date of death.

If an optionee shall be transferred from the Corporation to a
Subsidiary or from a Subsidiary to the Corporation or from a
Subsidiary to another Subsidiary, his employment shall not
be deemed to have terminated. If an optionee shall be
employed by a corporation or an entity which ceases to be a
Subsidiary, the Committee may, subject to the provisions of
clauses (iv) and (v) of Paragraph (a) of this Section 6, permit
the participant to exercise options held for such period of
time as it determines with respect to all shares which were
available for purchase by the optionee on the date the
corporation or entity ceased to be a Subsidiary.

7. 1994 Incentive Stock Plan

The Committee may from time to time award shares of
Incentive Stock and grant incentive stock rights, or either, to
eligible employees on the terms set forth herein.

(a) "Incentive Stock" shall be shares of the Corporation's
Common Stock awarded pursuant to the terms of the
1994 Incentive Stock Plan.

(b) An "incentive stock right" shall, subject to the terms,
conditions and limitations of this Section 7, give the
holder thereof the right to receive in consideration of
services performed for, but without payment of cash to,
the Corporation such shares of Common Stock, cash or a
combination of the two as the Committee may determine.

(c) Subject to the limitations of Section 4, the Committee
shall from time to time select, and report to the Board of
Directors, (i) the individual employees who are to receive
shares of Incentive Stock or incentive stock rights, or a
combination thereof, (ii) the number of shares of
Incentive Stock a designated employee is to receive, either
directly or upon maturation of an incentive stock right,
(iii) whether ownership of, or any portion of, such shares
of Incentive Stock is to be vested in the designated
employee without the possibility of forfeiture or other
restrictions at the time of the Committee's action or at
one or more specified dates in the future, (iv) whether
ownership of such, or any portion of such, shares of
Incentive Stock is to be vested in the designated employee
at the time of the Committee's action, but subject to the
possibility of forfeiture or other restrictions, and (v) the
specific dates from the date of the Committee's award
over which the possibility of forfeiture or other
restrictions are to lapse.

Shares of Incentive Stock shall be issued in the name of,
and distributed to, those employees from time to time
designated by the Board as recipients of Incentive Stock
as follows:

(1)Each employee designated as a recipient of shares of
Incentive Stock shall receive, promptly after the date
or dates the Committee determines the number of
such shares which such employee is to receive not
subject to the possibility of forfeiture and other
restrictions, one or more stock certificates registered
in the name of the designated employee for such
number of shares, the ownership of which is vested
non-forfeitably and without restriction in such
employee; and

(2)Certificates covering shares of Incentive Stock subject
to the possibility of forfeiture and other restrictions
shall be issued promptly after the date or dates the
Committee determines the number of such shares to
be issued in the name of the designated employee but
held by the Corporation as provided in clause (e)
below.

(d) The shares which are granted subject to restrictions and
the possibility of forfeiture (and all shares issued or
distributed by means of dividends, splits, combinations,
reclassifications, or other capital changes thereon) (i) may
not be sold, assigned, transferred, pledged or otherwise
encumbered, except (a) for gifts to a spouse, ancestors, or
descendants, or to trusts for their benefit and (b)
pursuant to the qualified domestic relations orders
referred to in Section 9 hereof, subject, however, in each
such case to the restrictions and possibility of forfeiture
applicable to such shares and (ii) except as otherwise
provided in an agreement approved by the Committee are
to be forfeitable to the Corporation upon termination of
employment for any reason other than death, disability
approved by the Corporation or retirement with the
consent of the Corporation. The restrictions and
possibility of forfeiture imposed by this clause (d) shall
lapse at such time and in such proportions as the
Committee shall, subject to limitations of clause (c)
above, determine.

(e) Each certificate issued in respect of shares granted under
the 1994 Incentive Stock Plan subject to restrictions on
transfer and the possibility of forfeiture shall be
registered in the name of the employee but shall be held
by the Corporation in safekeeping for the employee and
until such restrictions and the possibility of forfeiture
shall lapse. Such certificates shall bear a legend
substantially as follows:

"The transferability of this certificate and the shares of
stock represented hereby are restricted and the shares
are subject to the further terms and conditions (including
forfeiture) contained in the 1994 Incentive Stock Plan of
Corning Incorporated and Subsidiaries and an agreement
executed pursuant thereto. A copy of such Plan and
such agreement are on file in the office of the Secretary of
Corning Incorporated, Corning, New York."<PAGE>

(f) An employee who is to receive shares of Incentive Stock
only upon the expiration of certain specified periods or
who is the holder of an incentive stock right shall have no
rights as a stockholder with respect to any shares which
may become vested in, or be awarded to, him, as the case
may be, until such shares have been actually issued.

(g) The value of shares granted by the Corporation to the
holder of an incentive stock right shall be the mean
between the high and low selling prices of the
Corporation's Common Stock on the New York Stock
Exchange on the date the Committee determines that the
applicable performance objectives were met or the date
the possibility of forfeiture shall terminate, as the case
may be.

(h) At the time an incentive stock right is granted, the
Committee shall establish with respect to each holder one
or more performance periods and performance objectives.
If the objectives have been met and are being maintained
at the end of the applicable performance period to the
satisfaction of the Committee, the holder of the incentive
stock right shall receive promptly the shares and/or cash
which are subject to the agreement referred to below.

(i) Any provisions hereof the contrary notwithstanding, the
Committee shall have the authority and the power to
adjust performance periods, performance objectives and
the number of shares which may be awarded pursuant to
an incentive stock right if it determines that conditions so
warrant. Such conditions may include, but need not be
limited to, changes in functional responsibilities of a
holder of an incentive stock right, changes in laws or
government regulations, changes in accounting treatment
or in generally accepted accounting principles,
acquisitions or dispositions deemed to be material, or
extraordinary events which significantly impact
consolidated financial performance.

(j) Incentive stock rights shall be evidenced by agreements
in such form and not inconsistent with the 1994
Incentive Stock Plan as the Committee shall approve from
time to time, which agreements shall, among other
things, contain in substance the following terms,
conditions and provisions:

(i)The number of shares to which the incentive stock
right relates and whether such rights are to be paid
in shares, in cash or in a combination or the two;

(ii)The length of the performance period or periods;
<PAGE>

(iii)The performance objectives applicable to an
individual granted an incentive stock right, which
objectives may relate, but shall not be limited, to
overall corporate performance measures, such as
earnings per share, return on stockholders' equity
and return on capital, or to divisional, subsidiary or
other business unit performance measures, or to a
combination of each; and

(iv) Such other rules, as determined by the Committee,
governing the continuation of an incentive stock right
after the holder terminates, either voluntarily or
involuntarily, his employment with the Corporation.

(k) Unless otherwise determined by the Committee or set
forth in the agreement contemplated by subsection (j)
above, if the holder of an incentive stock right shall cease
to be employed by the Corporation or a Subsidiary, his
incentive stock right shall terminate immediately.
However, if employment is terminated on account of
death, retirement or termination of employment with the
consent of the Corporation (including termination by
reason of retirement, disability or a Subsidiary ceasing to
be such), the Committee may award to such employee
such shares or cash at such time and under such
conditions as it shall in its sole discretion determine.

8. Amendment and Administration of the Program

The Board of Directors may, upon the recommendation of the
Committee, from time to time alter, amend, suspend, or
discontinue the Program or either Plan thereunder, except
that no alteration or amendment shall, without the approval
of the holders of a majority of the outstanding shares entitled
to vote thereon, increase the total number of shares which
may be sold or awarded under the Program, decrease the
price at which options may be granted, change the standards
of eligibility of employees eligible to participate, materially
increase the benefits of the Program or either Plan thereunder
to participants, or extend the term of the Program or of
options granted thereunder. Adjustments in the total number
of shares purchasable or awardable under the Program or
optioned to any individual and adjustments of the option
price may be made, however, without stockholder approval
pursuant to the adjustment provisions described under the
provisions of Section 5 hereof. No amendment or
modification shall apply to affect adversely any employee with
respect to incentive stock or incentive stock rights already
awarded to him or an option already granted. Anything to the
contrary in this Section 8 notwithstanding, should the
provisions of Rule 16b-3, or any successor rule, under the
1934 Act be amended, the Board may amend the Program in
accordance with any modifications to such Rule.

<PAGE>

With respect to persons subject to Section 16 of the 1934 Act,
transactions under the Program are intended to comply with
all applicable conditions of Rule 16b-3, or any successor rule,
under the 1934 Act. To the extent any provision of the
Program or action by the Committee, the Board of Directors
or any administrator fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed
advisable by the Committee or the Board of Directors.

9. Assignability

No option or right granted under the Program shall be
assignable or transferable except by Will, by the laws of
descent and distribution, or pursuant to qualified domestic
relations orders as defined in or meeting the requirements of
the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended. During the lifetime of an
optionee, an option shall be exercisable only by him and any
shares purchased upon the exercise of an option shall be
issued in the name of the optionee alone.

10. Effective Date and Term of Program.

The Program shall become effective when approved by a
majority of the votes cast at a meeting of the Corporation's
stockholders by stockholders entitled to vote thereon. No
shares may be optioned or awarded (except upon the
attainment of performance goals contemplated by Section 7(h)
hereof) and no incentive stock rights may be granted under
the Program after the fifth anniversary, plus 60 calendar
days, of the Program's effective date.

11. Use of Proceeds

Proceeds from the sale of stock under the Program shall
constitute general funds of the Corporation.

12. Withholding

Whenever under the Program shares are to be issued in
satisfaction of options, awards or rights granted thereunder,
the Corporation shall have the right to require the employee
to remit to it an amount in cash, in shares of the
Corporation's Common Stock, or though the reduction of
options, awards or rights to be issued thereof, necessary to
satisfy federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for shares.
Whenever under the Program payments are to be made in
cash, such payment shall be net of an amount necessary to
satisfy federal, state and local withholding tax requirements.