Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 16-0393470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Corning, New York 14831
(Address of principal executive offices) (Zip Code)
_________________
1988 Variable Compensation Plan
and Division Variable Compensation Plan
(Full title of the plans)
_________________
William C. Ughetta
Senior Vice President
and General Counsel
Corning Incorporated
Corning, New York 14831
(607) 974-8247
(Name, address, and telephone number of agent for service)
_________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount being offering price aggregate registration
being registered <F1> registered per obligation offering price <F2> fee
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations $2,900,000 100% $2,900,000 $ 1,000
<FN>
<F1> The Deferred Compensation Obligations are unsecured obligations of
Corning Incorporated to pay deferred compensation in the future in
accordance with the terms of the 1988 Variable Compensation Plan and
the related Division Variable Compensation Plan.
<F2> Estimated solely for the purpose of calculating the registration
fee.
</FN>
</TABLE>
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission (File No. 1-3247) are incorporated herein by
reference:
1. The Annual Report on Form 10-K for the fiscal year
ended January 1, 1995, of Corning Incorporated ("Corning" or the "Company")
filed pursuant to Section 13(a) of the Exchange Act.
2. All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since January 1, 1995, consisting
of the Company's Quarterly Reports on Form 10-Q for the twelve and
twenty-four weeks ending March 26, 1995 and June 18, 1995, respectively;
and the Company's Current Reports on Form 8-K dated January 23, 1995,
January 24, 1995, March 23, 1995, April 4, 1995, May 15, 1995,
June 7, 1995, June 27, 1995, October 5, 1995 and October 17, 1995,
respectively.
3. The Company's Current Report on Form 8-KA dated December 12, 1994
which contains certain historical financial statements of Moran
Research Labs, doing business as Bioran Medical Laboratory ("Bioran").
4. The registration statement on Form 8-A filed by the
Company on July 8, 1986 which contains a description of the Company's
Preferred Share Purchase Rights Plan and the Registration Statement on Form
8-A filed by the Company on October 9, 1989 which contains a description
of an amendment of the Company's Preferred Share Purchase Rights Plan.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective Amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
$2,900,000 of Deferred Compensation Obligations (the "Obligations")
being registered under this Registration Statement may be offered to
certain eligible employees of the Company and its subsidiaries pursuant
to the 1988 Variable Compensation Plan and the related Division Variable
Compensation Plan (collectively the "Plans") of the Company.
The Obligations are general unsecured obligations of the Company to
pay deferred compensation in the future in accordance with the terms of
the Plans from the general assets of the Company and rank pari passu with
other unsecured and unsubordinated indebtedness of the Company from time
to time outstanding.
The amount of compensation deferred by each participant is determined
in accordance with each participant's deferral election agreement under the
Plans. Obligations in an amount equal to the participant's deferral account
(consisting of deferred amounts, interest on such amounts calculated
prospectively at the higher of (i) the prime rate of Citibank, N.A. or
(ii) the rate of interest applicable to the voluntary fixed income fund of
the Company's Investment Plans in effect on the first day of each calendar
quarter and such additional amounts as may be necessary to compensate such
participant for monies which would otherwise be made available for him as a
result of amounts so deferred not being included in the determination of
amounts awarded or set aside under the Company's Pension Plan or Investment
Plan) will be payable to such participant at any time up to and including
five years following retirement and may extend over a period of up to ten
years except that the additional amount with respect to the Pension Plan shall
be paid supplementally as provided in the Company's Supplemental Pension Plan.
Participants cannot sell, assign, transfer, pledge or otherwise encumber
any Obligation. In the event of a participant's death, any outstanding
Obligations may be paid to such participant's personal representative in one
payment at the election of the Company.
The Company reserves the right to terminate the Plans at any time, to
terminate the provisions with respect to the Obligations and distribute
amounts payable with respect to such Obligations without the participants'
consent, or to amend or modify the Plans except that no amendment or
modification shall increase the maximum aggregate variable compensation that
may be paid under the 1988 Variable Compensation Plan.
The Obligations are not convertible into any other security of the
Company. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant of the Company. No trustee has
been appointed having the authority to take action with respect to the
Obligations.
Item 5. Interests of Named Experts and Counsel
William C. Ughetta, Esq., Senior Vice President and General
Counsel of Corning, has rendered an opinion as to the legality of the
Obligations offered hereby. Mr. Ughetta is eligible to participate
in the 1988 Variable Compensation Plan.
The consolidated financial statements of the Company and of
Dow Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the fiscal
year ended January 1, 1995 have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
The financial statements of Bioran as of and for the year ended
December 31, 1993, incorporated by reference in this Registration
Statement by reference to Corning's Current Report on Form 8-KA
dated December 12, 1994 have been so incorporated in reliance on the
report of Leverone & Company, certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers
Under the New York Business Corporation Law ("NYBCL"), a
corporation may indemnify its directors and officers made, or threatened to
be made, a party to any action or proceeding, except for stockholder
derivative suits, if such director or officer acted in good faith, for
a purpose which he or she reasonably believed to be in or, in the
case of service to another corporation or enterprise, not opposed to,
the best interests of the corporation, and, in criminal proceedings,
had no reasonable cause to believe his or her conduct was unlawful.
In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith
for a purpose which he or she reasonably believed to be in or, in the
case of service to another corporation or enterprise, not opposed to
the best interests of the corporation, except that no indemnification
may be made in respect of (i) a threatened action, or a pending
action which is settled or otherwise disposed of, or (ii) any claim,
issue or matter as to which such person has been adjudged to be liable to
the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view
of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount
and expenses as the court deems proper.
Any person who has been successful on the merits or
otherwise in the defense of a civil or criminal action or proceeding will be
entitled to indemnification. Except as provided in the preceding sentence,
unless ordered by a court pursuant to the NYBCL, any indemnification
under the NYBCL pursuant to the above paragraph may be made only if
authorized in the specific case and after a finding that the director
or officer met the requisite standard of conduct by (i) the disinterested
directors if a quorum is available, (ii) the board upon the written opinion
of independent legal counsel or (iii) the stockholders.
The indemnification described above under the NYBCL is not exclusive
of other indemnification rights to which a director or officer may be
entitled, whether contained in the certificate of incorporation or by-
laws or when authorized by (i) such certificate of incorporation or by-
laws, (ii) a resolution of stockholders, (iii) a resolution of directors or
(iv) an agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled.
The foregoing statement is qualified in its entirety by reference to
Sections 715, 717 and 721 through 725 of the NYBCL.
Article VIII of the registrant's By-Laws provides that the registrant
shall indemnify each director and officer against all costs and expenses
actually and reasonably incurred by him in connection with the defense of
any claim, action, suit or proceeding against him by reason of his being or
having been a director or officer of the registrant to the full extent
permitted by, and consistent with, the NYBCL.
The directors and officers of the registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by
them in such capacities.
Item 8. Exhibits
4.1 1988 Variable Compensation Plan.
4.2 Division Variable Compensation Plan.
5.1 Opinion of William C. Ughetta, Esq., Senior Vice President
and General Counsel.
23.1 Consent of William C. Ughetta, Esq. (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Leverone & Company.
24.1 Powers of Attorney.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post- effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Corning Incorporated, a New York corporation,
certifies that it has reasonable grounds to believe it meets all
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Corning,
State of New York, on the 1st day of November, 1995.
Corning Incorporated
(Registrant)
by /s/ William C. Ughetta
William C. Ughetta, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on November 1, 1995
by the following persons in the capacities indicated:
Signature Capacity
/s/ JAMES R. HOUGHTON Chairman of the Board,
(James R. Houghton) Principal Executive Officer and
Director
/s/ VAN C. CAMPBELL Vice Chairman,
(Van C. Campbell) Principal Financial Officer and
Director
/s/ KATHERINE A. ASBECK Principal Accounting Officer
(Katherine A. Asbeck)
* President,
(Roger G. Ackerman) Principal Operating Officer and
Director
* Director
(Robert Barker)
* Director
(Mary L. Bundy)
* Director
(David A. Duke)
* Director
(Lawrence S. Eagleburger)
* Director
(John H. Foster)
<PAGE>
Signature Capacity
* Director
(Gordon Gund)
* Director
(John M. Hennessy)
Director
(Vernon E. Jordan, Jr.)
* Director
(James W. Kinnear)
* Director
(James J. O'Connor)
* Director
(Catherine A. Rein)
* Director
(Henry Rosovsky)
* Director
(H. Onno Ruding)
* Director
(William D. Smithburg)
*By /s/ William C. Ughetta
(William C. Ughetta)
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 1988 Variable Compensation Plan
4.2 Division Variable Compensation Plan
5.1 Opinion of William C. Ughetta, Esq., Senior Vice President
and General Counsel
23.1 Consent of William C. Ughetta, Esq. (included in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Leverone & Company
24.1 Powers of Attorney
<PAGE>
EXHIBIT 4.1
CORNING GLASS WORKS
1988 VARIABLE COMPENSATION PLAN
<PAGE>
CORNING GLASS WORKS
1988 VARIABLE COMPENSATION PLAN
1. EFFECTIVE DATE.
The 1988 Variable Compensation Plan (hereinafter called the
"Plan") shall become effective as of January 3, 1988, and shall
continue until December 28, 1997 unless terminated by the Board
of Directors of the Corporation.
2. DEFINITIONS.
For the purposes of the Plan the following terms have the
meanings indicated:
(a) The term "Corporation" shall mean Corning Glass Works.
(b) The term "Affiliated Company" shall mean any subsidiary
or affiliate of the Corporation other than a Subsidiary Company.
(c) The term "Subsidiary Company" shall mean any
corporation which is a "subsidiary corporation" of the
Corporation, within the meaning of Section 425(f) of the Internal
Revenue Code of 1986 or of any successor section.
(d) The term "Participating Subsidiary" shall mean any
Subsidiary Company which shall agree to assume and pay its
obligations as a Participating Subsidiary under Paragraph (c) of
Section 6 and Paragraph (b) of Section 7.
(e) The term "Net Income" shall mean for any year the
amount as approved by an independent public accountant or firm of
independent public 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.
(f) The term "Additional Profits" for any year shall mean
three percent (3%) of Net Income for such year, provided that Net
Income shall be increased for the after-tax provisions recorded
for that year for Variable Compensation payable under the Plan.
(g) The term "Salary" shall mean for any year the amount of
remuneration paid to a Participant consisting of base pay and the
amount of the corporate performance bonus paid to a Participant
under the Corporation's Total Compensation System instituted for
all salaried employees effective January 1, 1988. The term
"Salary" shall not include any other amounts, however and in
whatever form received.
3. ADMINISTRATION.
(a) The Plan shall be administered by the committee known
as the "Compensation Committee" (hereinafter called the
"Committee") appointed by the Board of Directors of the
Corporation (hereinafter called the "Board of Directors" or the
"Board") consisting of not less than three members of the Board
of Directors. No member of the Committee shall be or be eligible
to be, or have been eligible for one year prior to any selection
hereunder to be, a Participant in the Plan or in any Employee
Stock Option Plan of the Corporation or of any Subsidiary Company
or Affiliated Company or in any plan of the Corporation or of any
Subsidiary Company or Affiliated Company under which Common Stock
of the Corporation can, by action or recommendation of the
Committee, be allocated to or purchased by him. The Committee
shall perform such functions as are assigned under the Plan and
such other functions as may be assigned to it by the Board of
Directors.
(b) The Committee shall have full power and authority to
interpret and construe the Plan and to determine all questions of
the status and rights of the Participants hereunder, and its
interpretation, construction or determination, as the case may
be, shall be final and conclusive on both the Corporation, each
Participating Subsidiary and the Participants and their
respective successors, assigns, personal representatives and
beneficiaries. No member of the Committee shall be liable for
any action or determination made in good faith.
(c) The Corporation shall cause all financial statements
referred to in Section 2 hereof, and all computations required to
be made pursuant to the Plan with respect to any year, including
the computation of Additional Profits, to be prepared in
accordance with generally accepted principles of accounting and
certified by an independent public accountant or firm of
independent public accountants (who, unless the Board of
Directors shall otherwise determine, shall be the same accountant
or firm of accountants who examine and certify the consolidated
financial statements of the Corporation and its consolidated
Subsidiary Companies for such year); and final payment and
distribution to the Participants shall be made on the basis of
such certified financial statements and computations. The Board
of Directors, the Committee and the officers of the Corporation
shall be fully protected in any action taken or omitted by them
in reliance upon any such certified financial statement or
computation.
4. DESIGNATION OF PARTICIPANTS.
In January of each year the Committee shall make a
preliminary selection of the officers and employees of the
Corporation and of any Participating Subsidiary to be
"Participants" under the plan for such year, and shall report its
actions to the Board of Directors at the next ensuing meeting of
the Board. Thereafter, from time to time during such year, the
Committee may select additional officers and employees of the
Corporation and of any Participating Subsidiary to be
Participants or may rescind the designation of any Participant
theretofore selected, and shall report every such action to the
Board of Directors at its next ensuing meeting.
5. AGGREGATE VARIABLE COMPENSATION.
The "Aggregate Variable Compensation" with respect to any
fiscal year shall be an amount not in excess of the Additional
Profits for such year which shall be determined by the Committee,
subject to the approval of the Board of Directors; provided, that
such Aggregate Variable Compensation shall not exceed either 75%
of the total annual Salaries of all Participants for such year or
5% of the total amount of dividends paid by the Corporation on
its Common Stock, $5 par value, in such year.
6. VARIABLE COMPENSATION.
(a) All or any part of the Aggregate Variable Compensation
with respect to any year shall be distributed as Variable
Compensation to and among all Participants for such year, in
individually designated awards in accordance with procedures
adopted by the Committee from time to time.
(b) Upon certification of the Additional Profits by an
independent public accountant or firm of independent public
accountants as provided in Paragraph (c) of Section 3, there
shall be paid forthwith to each Participant the Variable
Compensation awarded to him under Paragraph (a) of this Section
in cash in one payment; provided, however, that, in accordance
with rules adopted by the Committee, a Participant may prior to
the beginning of any year elect to have the payment of all or a
part of the Variable Compensation award to him for such year
deferred and/or made in installments. Any Variable Compensation
so deferred or amounts credited thereto pursuant to Paragraph (c)
of Section 6 shall not affect the determination of Aggregate
Variable Compensation payable in any other year.
(c) A Participant's election to have the payment of all or
a part of the Variable Compensation awarded to him for a given
year deferred shall be evidenced by an agreement between the
Corporation and such Participant which agreement shall contain in
substance, among other things, provisions to the effect that (i)
the relationship between the Corporation and the Participant with
respect to the Variable Compensation so deferred shall be that of
debtor and unsecured creditor, (ii) the Corporation shall be
under no obligation to pay any Variable Compensation so deferred
prior to the expiration of the term agreed upon for such
deferral, (iii) the Participant may not sell, assign, transfer,
pledge or otherwise encumber his interest in the Variable
Compensation so deferred and that any attempt to do so will
result in the forfeiture of the portion of such Variable
Compensation to which such assignment, transfer, pledge or other
encumbrance purports to relate and (iv) the Corporation will
credit to the Participant's account maintained on its books with
respect to the original principal amount of the Variable
Compensation so deferred additional amounts as follows: (A)
interest, calculated prospectively at the higher of (i) the prime
rate of Citibank, N.A. or (ii) the rate of interest applicable to
Fund A of the Corporation's Investment Plans in effect on the
first day of each calendar quarter and (B) such additional
amounts as may be necessary to compensate such Participant for
monies which would otherwise be made available for him as a
result of the Variable Compensation so deferred not being
included in the determination of amounts awarded or set aside
under the Corporation's Pension Plan or Investment Plan for
salaried employees. The additional amount with respect to the
Investment Plan shall be based upon the extent of the
Participant's participation in such Plan at the date the Variable
Compensation would have been paid but for the election to defer
and shall be credited to, and become a part of, the Participant's
account referred to above. The additional amount with respect to
the Pension Plan shall be set aside for the Participant on the
books of the Corporation by reference to the provisions of the
Pension Plan from time to time in effect and the present value
thereof is to be (a) calculated at retirement by reference to the
average of the rates (rounded to the nearest 1/10%) used by the
Pension Benefit Guaranty Corporation on the first day of each of
the three months immediately preceding the date of retirement and
(b) paid as soon as practicable after retirement in a lump sum.
(d) In the event that the total amount of Aggregate
Variable Compensation with respect to any year shall not be paid
in full in the year immediately following such year, the
undistributed portion of such Aggregate Variable Compensation
may, upon recommendation of the Committee and with the approval
of the Board, be paid in the next succeeding year or any year
thereafter.
(e) In the event of a Participant's death, any unpaid
Variable Compensation award or installment thereof may be paid to
his personal representative in one payment at the election of the
Company.
(f) Subject to the provisions of Paragraph (b) of Section
7, the Corporation or a Participating Subsidiary shall be liable
to a Participant who is employed by it at the end of any year for
the full amount of his Variable Compensation as determined
herein, and shall pay to such Participant all such Variable
Compensation.
7. TERMINATION OF EMPLOYMENT.
(a) If the employment of any Participant by the Corporation
or a Participating Subsidiary shall terminate by reason of his
death, his retirement pursuant to the Corporation's Pension Plan,
or his transfer to and employment by an Affiliated Company or a
Subsidiary Company other than a Participating Subsidiary before
the close of any year in which he shall have been designated a
Participant, he or his personal representatives, as the case may
be, may receive a Variable Compensation award for such year under
Paragraph (a) of Section 6. If his employment shall terminate
before the close of any such year for any other reason
(including, without limitation thereto, voluntary severance or
discharge for or without cause), he shall not be entitled to any
Variable Compensation for such year unless the Committee
determines otherwise.
(b) If a Participant shall be transferred from the
Corporation to a Participating Subsidiary or from a Participating
Subsidiary to the Corporation or from a Participating Subsidiary
to another Participating Subsidiary, his employment shall not be
deemed to have terminated and, subject to the provisions of
Section 4, he shall continue as a Participant. In the case of
any such transfer, the total Variable Compensation under
Paragraph (a) of Section 6 which such Participant may be awarded
for the year of transfer shall be paid to him in accordance with
the provisions of Paragraph (f) of Section 6. The Corporation
and each Participating Subsidiary from which a Participant makes
any such transfer shall each be liable for that proportion of
Variable Compensation payable to such Participant which the
number of days of his employment by it during such year bears to
365. The Corporation or Participating Subsidiary, whichever is
liable to such a transferred Participant employed by it at the
end of a year as provided in Paragraph (c) of Section 6, shall be
reimbursed by the other employer or employers in the amount for
which each such employer is liable under this Paragraph (b).
8. TERMINATION OR MODIFICATION OF PLAN.
The Plan shall not become effective unless and until
approved by the vote of the holders of a majority of the
outstanding shares represented at a meeting and voting thereon
and no awards may be made with respect to any fiscal year
commencing on or after December 28, 1997.
The Board of Directors shall have absolute power to
terminate the Plan in its entirety at any time, to terminate the
provisions of the Plan embodied in Paragraph (c) of Section 6 and
distribute the Variable Compensation so deferred thereunder to
Participants without their consent, or to amend or modify the
Plan in such respects as the Board may deem advisable except that
no amendment or modification shall, without the approval of the
holders of a majority of the outstanding shares represented at a
meeting and voting thereon, increase the maximum Aggregate
Variable Compensation that may be paid under Section 5. Written
notice of the termination, amendment or modification or the Plan
shall be given to the Participants.
<PAGE>
EXHIBIT 4.2
CORNING INCORPORATED
DIVISION VARIABLE COMPENSATION PLAN
<PAGE>
CORNING INCORPORATED
DIVISION VARIABLE COMPENSATION PLAN
1. EFFECTIVE DATE
The Division Variable Compensation Plan (hereinafter called
the "Plan") shall continue until December 28, 1997 unless
terminated by the Board of Directors of the Corporation.
2. DEFINITIONS
For the purposes of the Plan the following terms have the
meanings indicated:
(a) The term "Corporation" shall mean Corning Incorporated.
(b) The term "Affiliated Company" shall mean any subsidiary
or affiliate of the Corporation other than a Subsidiary Company.
(c) The term "Subsidiary Company" shall mean any
corporation which is a "subsidiary corporation" of the
Corporation, within the meaning of Section 425(f) of the Internal
Revenue Code of 1986 or of any successor section.
(d) The term "Participating Subsidiary" shall mean any
Subsidiary Company which shall agree to assume and pay its
obligations as a Participating Subsidiary under Paragraph (c) of
Section 6 and Paragraph (b) of Section 7.
3. ADMINISTRATION
(a) The Plan shall be administered by the committee known
as the "Compensation Committee" (hereinafter called the
"Committee") appointed by the Board of Directors of the
Corporation (hereinafter called the "Board of Directors" or the
"Board") consisting of not less than three members of the Board
of Directors. No member of the Committee shall be or be eligible
to be, or have been eligible for one year prior to any selection
hereunder to be, a Participant in the Plan or in any Employee
Stock Option Plan of the Corporation or of any Subsidiary Company
or Affiliated Company or in any plan of the Corporation or of any
Subsidiary Company or Affiliated Company under which Common Stock
of the Corporation can, by action or recommendation of the
Committee, be allocated to or purchased by him. The Committee
shall perform such functions as are assigned under the Plan and
such other functions as may be assigned to it by the Board of
Directors.
(b) The Committee shall have full power and authority to
interpret and construe the Plan and to determine all questions of
the status and rights of the Participants hereunder, and its
interpretation, construction or determination, as the case may
be, shall be final and conclusive on both the Corporation, each
Participating Subsidiary and the Participants and their
respective successors, assigns, personal representatives and
beneficiaries. No member of the Committee shall be liable for
any action or determination made in good faith.
4. DESIGNATION OF PARTICIPANTS
In January of each year the Committee shall make a
preliminary selection of the officers and employees of the
Corporation and of any Participating Subsidiary to be
"Participants" under the Plan for such year, and shall report its
actions to the Board of Directors at the next ensuing meeting of
the Board. Thereafter, from time to time during such year, the
Committee may select additional officers and employees of the
Corporation and of any Participating Subsidiary to be
Participants or may rescind the designation of any Participant
theretofore selected, and shall report every such action to the
Board of Directors at its next ensuing meeting.
5. VARIABLE COMPENSATION
(a) Variable Compensation with respect to any year shall be
distributed to and among all Participants for such year, in
individually designated awards in accordance with procedures
adopted by the Committee from time to time.
(b) There shall be paid to each Participant the Variable
Compensation awarded to him under Paragraph (a) of this Section
in cash in one payment; provided, however, that, in accordance
with rules adopted by the Committee, a Participant may prior to
the beginning of any year elect to have the payment of all or a
part of the Variable Compensation award to him for such year
deferred and/or made in installments.
(c) A Participant's election to have the payment of all or
a part of the Variable Compensation awarded to him for a given
year deferred shall be evidenced by an agreement between the
Corporation and such Participant which agreement shall contain in
substance, among other things, provisions to the effect that (i)
the relationship between the Corporation and the Participant with
respect to the Variable Compensation so deferred shall be that of
debtor and unsecured creditor, (ii) the Corporation shall be
under no obligation to pay any Variable Compensation so deferred
prior to the expiration of the term agreed upon for such
deferral, (iii) the Participant may not sell, assign, transfer,
pledge or otherwise encumber his interest in the Variable
Compensation so deferred and that any attempt to do so will
result in the forfeiture of the portion of such Variable
Compensation to which such assignment, transfer, pledge or other
encumbrance purports to relate and (iv) the Corporation will
credit to the Participant's account maintained on its books with
respect to the original principal amount of the Variable
Compensation so deferred additional amounts as follows: (A)
interest, calculated prospectively at the higher of (i) the prime
rate of Citibank, N.A. or (ii) the rate of interest applicable to
Fund A of the Corporation's Investment Plans in effect on the
first day of each calendar quarter and (B) such additional
amounts as may be necessary to compensate such Participant for
monies which would otherwise be made available for him as a
result of the Variable Compensation so deferred not being
included in the determination of amounts awarded or set aside
under the Corporation's Pension Plan or Investment Plan for
salaried employees. The additional amount with respect to the
Investment Plan shall be based upon the extent of the
Participant's participation in such Plan at the date the Variable
Compensation would have been paid but for the election to defer
and shall be credited to, and become a part of, the Participant's
account referred to above. The additional amount with respect to
the Pension Plan shall be set aside for the Participant on the
books of the Corporation by reference to the provisions of the
Pension Plan from time to time in effect and the present value
thereof is to be (a) calculated at retirement by reference to the
average of the rates (rounded to the nearest 1/10%) used by the
Pension Benefit Guaranty Corporation on the first day of each of
the three months immediately preceding the date of retirement and
(b) paid as soon as practicable after retirement in a lump sum.
(d) In the event of a Participant's death, any unpaid
Variable Compensation award or installment thereof may be paid to
his personal representative in one payment at the election of the
Company.
(e) Subject to the provisions of Paragraph (b) of Section
6, the Corporation or a Participating Subsidiary shall be liable
to a Participant who is employed by it at the end of any year for
the full amount of his Variable Compensation as determined
herein, and shall pay to such Participant all such Variable
Compensation.
6. TERMINATION OF EMPLOYMENT
(a) If the employment of any Participant by the Corporation
or a Participating Subsidiary shall terminate by reason of his
death, his retirement pursuant to the Corporation's Pension Plan,
or his transfer to and employment by an Affiliated Company or a
Subsidiary Company other than a Participating Subsidiary before
the close of any year in which he shall have been designated a
Participant, he or his personal representatives, as the case may
be, may receive a Variable Compensation award for such year under
Paragraph (a) of Section 5. If his employment shall terminate
before the close of any such year for any other reason
(including, without limitation thereto, voluntary severance or
discharge for or without cause), he shall not be entitled to any
Variable Compensation for such year unless the Committee
determines otherwise.
(b) If a Participant shall be transferred from the
Corporation to a Participating Subsidiary or from a Participating
Subsidiary to the Corporation or from a Participating Subsidiary
to another Participating Subsidiary, his employment shall not be
deemed to have terminated and, subject to the provisions of
Section 4, he shall continue as a Participant. In the case of
any such transfer, the total Variable Compensation under
Paragraph (a) of Section 5 which such Participant may be awarded
for the year of transfer shall be paid to him in accordance with
the provisions of paragraph (e) of Section 5. The Corporation
and each Participating Subsidiary from which a Participant makes
any such transfer shall each be liable for the proportion of
Variable Compensation payable to such Participant which the
number of days of his employment by it during such year bears to
365. The Corporation or Participating Subsidiary, whichever is
liable to such a transferred Participant employed by it at the
end of a year as provided in Paragraph (c) of Section 5, shall be
reimbursed by the other employer or employers in the amount for
which each such employer is liable under this Paragraph (b).
7. TERMINATION OR MODIFICATION OF PLAN
No awards may be made under the Plan with respect to any
fiscal year commencing on or after December 28, 1997.
The Board of Directors shall have absolute power to
terminate the Plan in its entirety at any time, to terminate the
provisions of the Plan embodied in Paragraph (c) of Section 5 and
distribute the Variable Compensation so deferred thereunder to
Participants without their consent, or to amend or modify the
Plan in such respects as the Board may deem advisable. Written
notice of the termination, amendment or modification of the Plan
shall be given to the Participants.
<PAGE>
EXHIBIT 5.1
Corning Incorporated
Corning, New York 14831
November 1, 1995
To the Board of Directors of
Corning Incorporated
Gentlemen:
I am Senior Vice President and General Counsel of Corning
Incorporated, a New York corporation ("Corning"), and am familiar with
the preparation and filing of a Registration Statement on Form S-8
under the Securities Act of 1933, as amended, with respect to Deferred
Compensation Obligations which may be offered by Corning pursuant to
the 1988 Variable Compensation Plan and the related Division Variable
Compensation Plan of Corning (the "Plans").
In this connection, I have examined the originals, or copies
certified to my satisfaction, of such corporate records of Corning,
certificates of public officials and officers of Corning, and other
documents as I deemed pertinent as a basis for the opinions hereinafter
expressed.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
1. Corning is a corporation duly incorporated and validly
existing under the laws of the State of New York;
2. The Deferred Compensation Obligations to be offered by
Corning pursuant to the Plans, when issued or sold in
accordance with the Plans, will be valid and binding
obligations of Corning, enforceable in accordance with
their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability
relating to or affecting the enforcement of creditors rights
or by general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and further consent to
the use of my name in "Interests of Named Experts and Counsel" in such
Registration Statement.
Very truly yours,
/s/ William C. Ughetta
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 23,1995,
which appears on Page 24 of the Corning Incorporated 1994 Annual
Report on Form 10-K for the fiscal year ended January 1, 1995. We
also consent to the incorporation by reference of our report dated
January 20, 1995 on the financial statements of Dow Corning
Corporation, which appears on Page 55 of the Corning Incorporated
Annual Report on Form 10-K for the fiscal year ended January 1, 1995.
We also consent to the reference to us under the heading "Interests of
Named Experts and Counsel" in this Registration Statement.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
October 30, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
As certified public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8
of our report dated November 10, 1994 on the financial statements of
Moran Research Labs as of and for the year ended December 31, 1993
which is incorporated into this Registration Statement. We also
consent to the reference to us under the heading "Interests of Named
Experts and Counsel" in such Registration Statement.
/s/LEVERONE & COMPANY
Leverone & Company
Billerica, Massachusetts
October 30, 1995
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of October, 1995.
/s/ROGER G. ACKERMAN
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/ROBERT BARKER
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/MARY L. BUNDY
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 16th day of October, 1995.
/s/VAN C. CAMPBELL
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 16th day of October, 1995.
/s/ DAVID A. DUKE
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/LAWRENCE S. EAGLEBURGER
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/JOHN H. FOSTER
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 23rd day of October, 1995.
/s/GORDON GUND
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/JOHN M. HENNESSY
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 16th day of October, 1995.
/s/JAMES R. HOUGHTON
<PAE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/JAMES W. KINNEAR
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/JAMES J. O'CONNOR
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/CATHERINE A. REIN
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 18th day of October, 1995.
/s/DR. HENRY ROSOVSKY
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/H. ONNO RUDING
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, or any one of them, his true and
lawful attorneys and agents, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any
one of them, may deem necessary or advisable to enable Corning
Incorporated to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933
of all amounts of its deferred compensation obligations to be
offered by Corning Incorporated to its employees and to employees
of certain of its subsidiaries pursuant to its 1988 Variable
Compensation Plan and the restated Division Variable Compensation
Plan and any successor plans, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to one or more
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said deferred compensation
obligations, to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statements or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and
agents, or any one of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of October, 1995.
/s/WILLIAM D. SMITHBURG
