Registration No.
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)
______________________
CORNING INCORPORATED SUPPLEMENTAL INVESTMENT PLAN
(Full title of plan)
______________________
William C. Ughetta
Senior Vice President
and General Counsel
Corning Incorporated
Corning, NY 14831
(607) 974-9000
(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 ...... $10,000,000 100% $10,000,000 $3,031
_________________________________________________________________________________________________
<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 Supplemental Investment 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 are incorporated herein by reference:
1. The Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, of Corning Incorporated (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), 13(c), 14 or 15(d) of the Exchange Act since
December 31, 1996, consisting of the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1997 and
the Company's Current Reports on Form 8-K dated January 13, 1997,
January 27, 1997 and April 15, 1997.
3. The registration statement on Form 8-A filed by the
Company on July 11, 1996 which contains a description of the
Company's Preferred Share Purchase Rights Plan.
All documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 or 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
$10,000,000 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 Supplemental Investment Plan
(the "Plan") 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 Plan from the general asseets 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 and the provisions of the Plan. The Plan provides
generally for the same investment options as are available under
the Company's Investment Plan. Participants may make elections
concerning where their deferral accounts are to be invested.
However, the Obligations are unfunded bookkeeping accounts, the
returns on which are measured by the performance of certain
investment vehicles elected by the participants. Participants
cannot sell, assign, transfer, pledge or otherwise encumber any
Obligation. All deferral accounts together with earnings thereon
will be payable upon retirement, death, disability or termination
of employment in a single lump sum or upon retirement in up to
five equal annual installments in accordance with the terms of
the Plan. Vested benefits may be paid earlier in the event of an
unforeseeable emergency.
The Company reserves the right to amend or terminate the
Plan at any time, except that no amendment or modification shall
accelerate the payment of amounts previously deferred or provide
for additional benefits.
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 eleigible to
participate in the Supplemental Investment Plan.
The consolidated financial statements of Corning and of Dow
Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the year
ended December 31, 1996 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.
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.
<PAGE>
Item 8. Exhibits
4.1 Supplemental Investment 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.
24.1 Powers of Attorney.
<PAGE>
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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if in the aggregate
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective 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)(1)(i) and
(a)(1)(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.
<PAGE>
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 30th day of April, 1997.
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 April 30, 1997 by
the following persons in the capacities indicated:
Signature Capacity
/s/ Roger G. Ackerman Chairman of the Board,
(Roger G. Ackerman) Principal Executive Officer and Director
/s/ Van C. Campbell Vice Chairman,
(Van C. Campbell) Principal Financial Officer and Director
/s/ James B. Flaws Vice President, Controller
(James B. Flaws) and Principal Accounting Officer
* Director
(Robert Barker)
* Director
(John Seely Brown)
* Director
(Lawrence S. Eagleburger)
* Director
(John H. Foster)
* Director
(Norman E. Garrity
* Director
(Gordon Gund)
* Director
(John M. Hennessy)
* Director
(James R. Houghton)
* Director
(James W. Kinnear)
* Director
(John W. Loose)
* 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 Supplemental Investment 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.
24.1 Powers of Attorney.
<PAGE>
EXHIBIT 4.1
CORNING INCORPORATED
SUPPLEMENTAL INVESTMENT PLAN
Corning Incorporated hereby establishes, effective January
1, 1997, this Corning Incorporated Supplemental Investment Plan
to permit Eligible Employees to defer under this Plan a portion
of their compensation to supplement contributions they make to
the Corning Incorporated Investment Plan.
ARTICLE ONE
Definitions
1.1 "Board" means the Board of Directors of Corning
Incorporated.
1.2 "Code" means the Internal Revenue Code of 1986, as amended,
and regulations issued thereunder.
1.3 "Committee" means the Supplemental Investment Plan Committee
appointed by the Board.
1.4 "Company" means Corning Incorporated.
1.5 "Company Stock Fund" means an investment fund option that is
invested, actually or hypothetically, primarily in any class
of Corning common stock or Corning preferred stock that is
convertible into Corning common stock.
1.6 "Compensation" means the sum of an Eligible Employee's base
salary and bonuses without regard to the limitations
prescribed in Code Section 401(a)(17). As used in this
Plan, base salary means base salary, sales commissions and
IOC and DCA cash awards; bonus means goalsharing awards and
annual Variable Compensation awards that are not deferred
under the Company's Bonus Deferral Plan.
1.7 "Effective Date" means January 1, 1997.
1.8 "Employee" or "Eligible Employee" means any employee of the
Company who meets the eligibility requirements of Section
3.1.
1.9 "Investment Plan" means the Corning Incorporated Investment
Plan for Salaried Employees as amended from time to time.
1.10 "Plan" means this Corning Incorporated Supplemental
Investment Plan.
1.11 "Plan Year" or "Year" means the calendar year.
1.12 "Trustee" means any trustee the Board may designate if it
determines, in its sole discretion, to establish a trust
fund for the purpose of paying Plan benefits.
ARTICLE TWO
Purpose of Plan
2.1 The purpose of this Plan is to afford Eligible Employees who
are prevented from making additional contributions to the
Investment Plan because of Code limitations the opportunity
to defer additional amounts to this Plan and for the Company
to contribute additional amounts on behalf of these
Employees.
ARTICLE THREE
Eligibility
3.1 An Employee shall be an Eligible Employee and be entitled to
participate in this Plan during any Plan Year that (a) such
employee is on the Corning payroll for the Year; (b) such
employee is a participant in the Investment Plan for the
year and the employee's contributions to the Investment Plan
have reached the maximum allowed for that Year under the
contribution limits of Code Section 402(g)(i); (c) such
employee belongs to a select group of management or highly-
compensated employees as provided for in Title I of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"); and (d) such employee's total annual cash
Compensation from the Company for the Plan Year has exceeded
$150,000 (or such higher figure as indexed for inflation
under the rules of Code Section 401(a)(17)).
ARTICLE FOUR
Contributions
4.1 Employee Contributions. An Eligible Employee may contribute
to this Plan in a Plan Year any amount up to 15 percent of
his or her Compensation in excess of the amount determined
under Section 3.1(d) during the Plan Year that is earned
after the Eligible Employee has made the maximum allowable
pre-tax contributions to the Investment Plan. All Employee
contributions shall be pre-tax and shall be made by salary
reduction in accordance with the deferral election rules of
Section 4.3.
4.2 Company Allocations.
(a) Matching Allocations. If any portion of an Eligible
Employee's contributions under Section 4.1 consists of
amounts that would have been matched by the Company under
the Investment Plan but for a Code limitation on
contributions, the Company will credit matching allocations
to the Employee under this Plan with respect to such amounts
at the same level and under the terms as specified in the
Investment Plan. Matching allocations will be credited
separately with respect to salary and bonus deferrals
instead of being based on deferrals in the aggregate; an
Eligible Employee will not be credited with a maximum match
unless he or she contributes at least five percent of
earnings from both components of income (i.e., salary and
bonuses).
(b) Bonus Matching Allocations. Each Plan Year, the
Company shall allocate on behalf of each Employee who elects
to invest his or her own contributions in the Company Stock
Fund an amount equal to 15 percent of the Employee's
contributions that he or she directs to the Company Stock
Fund.
(c) Allocations for Long-Service Employees. Each Plan
Year, the Company shall allocate on behalf of each of its
Eligible Employees who has nine or more years of service as
of the preceding December 31 and who is making contributions
to this Plan for the Year, an amount equal to 1.175 percent
of the Eligible Employee's Compensation for the Year reduced
by the amount the Company contributes as a mandatory
contribution to the Investment Plan for the Year.
4.3 Deferral Election for Employee Contributions. An Eligible
Employee may defer Compensation under this Plan only by
making a written election with the Company before the
beginning of the calendar year for which the deferrals will
be effective provided that for the first year an Employee
becomes eligible to participate, the election may be made at
any time up to 30 days after the date the Employee becomes
eligible. Such written election shall include: (a) the
amount to be deferred; and (b) the payment method for
receiving his or her retirement benefits. The terms of this
election shall be irrevocable except that a new election
form may be filed with respect to future deferrals under
such terms as the Eligible Employee may elect and except
that the form of benefit payments may be changed consistent
with Section 6.1.
An Eligible Employee shall make separate elections with
respect to deferrals of base salary and with respect to
deferrals of bonuses. New elections shall be required each
Year for bonus deferrals but elections for deferrals of base
salary shall continue in effect indefinitely unless changed
by subsequent election prior to the beginning of a Year.
Notwithstanding the foregoing, any deferral election may be
terminated by an Eligible Employee for the purpose of
halting deferrals for the balance of a Plan Year. In
addition, in the event of financial need, an Eligible
Employee may reduce his or her level of base salary
deferrals provided that only one such reduction is permitted
in any Plan Year. A reduction shall be effective as of the
first business day of the month requested or as soon as
administratively practicable thereafter.
ARTICLE FIVE
Investment of Employee Accounts
5.1 Investment of Deferred Amounts. The Committee shall
establish the same investment options under this Plan as are
available from time to time under the Investment Plan.
These options may be in the form of: (1) hypothetical
accounts whose performance shall track the returns of the
comparable Investment Plan options; (2) actual funds held by
the Company; or (3) actual funds held by a Trustee appointed
by the Board. In any event, Eligible Employees shall be
entitled to state their preferences concerning where their
individual accounts will be invested.
Notwithstanding the objective of establishing identical
investment options under this plan as exist in the
Investment Plan, the Committee may in its sole discretion
establish independent rules under this Plan concerning the
investment of Employee deferrals in the Company Stock Fund,
e.g., by prohibiting such investments altogether, by
prohibiting persons subject to Section 16(b)'s short-swing
profits rules from making such investments or by otherwise
regulating the terms of investing in the Company Stock Fund.
The Company shall have the ultimate obligation to pay out
all deferred amounts plus the earnings thereon in accordance
with the terms of this Plan. In order to meet its
obligations under this Plan, the Company may appoint a
Trustee and direct such Trustee to establish individual
investment accounts for each Eligible Employee. The Trustee
shall be empowered to invest such accounts and any earnings
thereon in such investments (not to include securities of
the Trustee) as may be designated by the Committee. In the
event a Trustee is appointed to invest Employee accounts,
the Committee shall be responsible for directing how the
accounts are to be invested, taking into account Employee
preferences. If no Trustee is appointed, the Committee
shall establish bookkeeping accounts and credit earnings to
such accounts in accordance with such Investment Plan
benchmarks as may be established from time to time.
5.2 Investment of Company Allocations. All Company allocations
under Section 4.2 shall be invested in the Company Stock
Fund and shall be subject to such investment and transfer
restrictions as apply from time to time to comparable
contributions made under the Investment Plan.
5.3 Restrictions on Company Stock Fund. All amounts invested
initially in the Company Stock Fund shall remain so invested
provided that an Eligible Employee may transfer funds out of
the Company Stock Fund at such time and under such terms and
conditions as the Employee may transfer funds held in
Company stock under the Investment Plan.
5.4 Rollover of Other Deferred Compensation Accounts. The
Committee may in its sole discretion direct the transfer of
amounts deferred by an Eligible Employee under another
unfunded deferred compensation plan of the Company to the
Eligible Employee's account under this Plan. Such transfer
shall be made for the purpose of commonly investing the
deferred amounts under a single investment arrangement. Any
such transfer of assets shall be permitted only to the
extent that the assets are of a type which can be invested
under this Plan. No transfer of assets shall change the
terms of any deferred compensation election made by the
Eligible Employee with respect to such transferred assets.
However, to the extent consistent with any election on the
other unfunded deferred compensation arrangement's election
form, the terms of this Plan and any associated trust
agreement shall govern such transferred amounts.
5.5 Limitations on Assignment of Benefits. The Company's
purpose in creating separate participant accounts is to
provide comfort to Eligible Employees that the deferred
amounts will be available to pay benefits when due.
However, each Eligible Employee's account under the trust
shall be subject to the claims of the Company's creditors in
the event of the Company's insolvency or bankruptcy as
provided in the trust agreement. Notwithstanding the
foregoing, the benefits payable under this Plan shall not
revert to the Company or be subject to the Company's
creditors prior to insolvency or bankruptcy, nor shall they
be subject in any way to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge,
garnishment, execution or levy of any kind by the Eligible
Employee, his beneficiary or the creditors of either,
including any such liability as may arise from the Eligible
Employee's bankruptcy.
5.6 Unfunded Nature of Plan. Notwithstanding any investment
arrangements that may be established, it is intended that
this Plan shall be treated as an unfunded plan of deferred
compensation as this term is used in Title I of ERISA and it
shall be administered accordingly.
ARTICLE SIX
Benefits
6.1 Vesting. An Eligible Employee's contributions under Section
4.1, the Company's allocations for long-service Employees
under Section 4.2(c) and the earnings on all such
contributions are 100 percent vested at all times. The
Company's matching allocations and bonus matching
allocations under Sections 4.2(a) and (b) and earnings
thereon shall become vested in accordance with the terms and
conditions in effect from time to time for the vesting of
Company matching and bonus matching contributions under the
Investment Plan.
6.2 Timing and Form of Benefit Payments.
(a) Retirement Benefits. If an Eligible Employee
terminates employment at any time on or after the date the
Employee satisfies the age and service requirements under
the Company's Pension Plan to receive an early or normal
retirement pension benefit, the amounts accumulated in an
Eligible Employee's account shall be paid in full or shall
commence within 30 days of the six-month anniversary of his
or her retirement or as soon thereafter as administratively
practicable. Account balances may be paid in cash or in
property in either a lump sum or in annual installment
payments of substantially equal amounts over a five-year
period. The election of the form of payment shall be made
initially at the time of the deferral election as specified
in Section 4.3. The form of payment may be changed by an
Employee's written election to the Committee at any time up
to 18 months prior to termination of employment. Any change
made within 18 months of an Employee's termination date
shall be disregarded by the Committee. If no valid election
concerning the form of benefits is in effect, the Employee's
entire account balance shall be paid in a lump sum amount.
(b) Death Benefits. In the event of an Eligible Employee's
death, his or her account balance shall be payable to his or
her designated beneficiary without penalty which may be a
natural person, a trust or an estate. An Eligible Employee
shall designate his or her beneficiary in writing on a form
acceptable to the Committee. The filing of any beneficiary
designation form shall have the effect of automatically
revoking any beneficiary designation form filed previously.
The consent of a previously-designated beneficiary shall not
be a prerequisite for an Eligible Employee to file a new
beneficiary designation form.
If death occurs while the Eligible Employee is receiving
installment payments, the remainder of such installment
payments shall continue to be paid to his or her designated
beneficiary provided that the Company may in its sole
discretion pay the remaining interest of the Employee to his
or her beneficiary in a lump sum payment.
With respect to deaths which occur prior to an Eligible
Employee's commencing receipt of benefits, the Employee
shall be entitled to designate either a lump sum or a five-
year installment form of payment to be made to the
designated beneficiary. If no election is made, the payment
shall be made in a lump sum amount.
All death benefits shall commence or be made in full as soon
as administratively practicable following the date of the
Eligible Employee's death. If a beneficiary is not validly
designated, or is not living or cannot be found at the date
of payment, any amount payable pursuant to this Plan shall
be paid to the estate of the Eligible Employee in a lump sum
amount.
(c) Disability Benefits. In the event an Eligible Employee
suffers a disability (as the term disability is defined in
the Investment Plan), the Employee's interest under this
Plan shall commence within 30 days of the determination of
disability or as soon thereafter as administratively
practicable and shall be paid without penalty in the form of
substantially equal annual installments over a five-year
period, provided that the Committee shall have the
discretion to shorten the payment period or to pay benefits
in a lump sum if the Employee has a financial need for such
alternative payments.
(d) Benefits Payable Other Than on Account of Retirement or
Death. If an Eligible Employee's termination of employment
occurs for any reason other than retirement of employment or
death as described in the preceding subsections, the
Eligible Employee's entire interest under this Plan shall be
paid out without penalty in a single lump sum payment within
30 days following termination of employment or as soon
thereafter as administratively practicable.
6.3 In-Service Withdrawals. Notwithstanding the time of payment
provisions set forth in Section 6.2, vested benefits may be
paid earlier in the sole discretion of the Committee on
account of an unforeseeable emergency. For this purpose, an
unforeseeable emergency means an unanticipated emergency
that is caused by an event beyond the control of the
Eligible Employee or the Employee's beneficiary and that
would result in severe financial hardship to the affected
individual if early withdrawal were not permitted. The
amount that may be paid on account of hardship is limited to
the amount necessary to meet the emergency.
Notwithstanding the time of payment provisions set forth in
Section 6.2, vested benefits may also be paid earlier upon
assessment of a financial penalty. In the event an in-
service distribution is made for any reason other than
unforeseeable emergency as described above, the Eligible
Employee's account shall be reduced by 10 percent of the
amount of the withdrawal. The 10 percent penalty may be
assessed against any one or more of the Eligible Employee's
investment funds as the Committee may determine.
6.4 Source of Benefit Payments. Subject to the claims of the
Company's creditors, the Company or the Trustee, as the case
may be, shall pay benefits in accordance with the
Committee's directions. If a trust is established and the
Trustee holds insufficient funds to pay the deferred
amounts, adjusted for the earnings (and losses) on them, the
Company shall have the obligation to pay such amounts to the
Eligible Employees. Such payments shall be made from the
general assets of the Company.
ARTICLE SEVEN
Administration and Procedures
7.1 Plan Administration. The Board, Trustee and Committee
possess certain specified powers, duties, responsibilities
and obligations under the Plan and trust. It is intended
under this Plan that each be solely responsible for the
proper exercise of its own functions and that each shall not
be responsible for any act or failure to act of another.
7.2 Establishment of Accounts. The Committee shall establish
and maintain individual accounts for each Eligible Employee,
which accounts shall record all activities with respect to
the accounts, including contributions, adjustments for
earnings (and losses), and withdrawals. The Committee shall
determine the benefits due each Employee from this Plan and
shall direct them to be paid by the Company or the Trustee
accordingly.
7.3 Committee Authority. The Committee has sole discretion to
determine the eligibility of employees to participate in
this Plan, to determine their eligibility for and the amount
of their benefits, to interpret the Plan, to adopt rules
relating to its administration and to take any other action
it deems appropriate to administer the Plan. The decisions
made by, and the actions taken by, the Committee in the
administration of this Plan shall be final and conclusive on
all persons. Except for their willful disregard of their
duties, the members of the Committee shall not be subject to
individual liability with respect to this Plan.
7.4 Committee Communications. The Committee shall inform each
Employee of any deferral, investment and beneficiary
elections which the Employee may possess and shall record
such choices along with such other information as may be
necessary to administer the Plan.
ARTICLE EIGHT
Amendment and Termination
8.1 Company's Authority. While it intends to maintain this Plan
in conjunction with the Investment Plan for as long as
necessary to achieve its purposes, the Company reserves the
right to amend or to terminate the Plan at any time for
whatever reason it may deem appropriate. No Plan amendment
shall accelerate the payment of amounts previously deferred
or provide for additional benefits.
8.2 Company Obligations for Benefits. Notwithstanding the
preceding Section, the Company hereby makes a contractual
commitment to pay to its Employees the benefits accrued
under this Plan to the extent it is financially capable of
meeting such obligations.
ARTICLE NINE
Miscellaneous
9.1 Relationship to Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the
Company and the Employee, or as a right of any Employee to
be continued in the employment of the Company, or as a
limitation on the right of the Company to discharge any of
its Employees, with or without cause.
9.2 Coordination with the Investment Plan. If questions
concerning the interpretation or administration of this Plan
arise that are not governed by the terms set forth in this
document, or that are governed by this Plan but are
ambiguous, the terms of the Investment Plan will govern to
the extent they are consistent with the terms and purposes
of this Plan.
9.3 Governing Law. This Plan shall be interpreted and enforced
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Plan
document to be executed by its duly authorized officer this
______ day of _______________, 1996.
CORNING INCORPORATED
By: _______________________________
Title: ______________________________
<PAGE>
EXHIBIT 5.1
Corning Incorporated
Corning, New York 14831
April 30, 1997
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 Supplemental Investment Plan of
Corning (the "Plan").
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 Plan, when issued or sold in
accordance with the Plan, 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 27, 1997 which appears on Page 22 of the Corning
Incorporated 1996 Annual Report on Form 10-K for the fiscal year
ended December 31, 1996. We also consent to the incorporation by
reference of our report dated January 21, 1997 on the financial
statements of Dow Corning Corporation, which appears on Page 57
of the Corning Incorporated Annual Report on Form 10-K for the
fiscal year ended December 31, 1996. We also consent to the
reference to us under the heading "Interest 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
April 29, 1997
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ James R. Houghton
JAMES R. HOUGHTON
h:\poa\supp.poa
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 7th day of April, 1997.
/s/ Roger G. Ackerman
ROGER G. ACKERMAN
h:\poa\supp.poa
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 7th day of April, 1997.
/s/ Van C. Campbell
VAN C. CAMPBELL
h:\poa\supp.poa
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 7th day of April, 1997.
/s/ Robert Barker
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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 2nd day of April, 1997.
/s/ John Seely Brown
JOHN SEELY BROWN
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ Lawrence S. Eagleburger
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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ John H. Foster
JOHN H. FOSTER
h:\poa\supp.poa
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ Norman E. Garrity
NORMAN E. GARRITY
h:\poa\supp.poa
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ Gordon Gund
GORDON GUND
h:\poa\supp.poa
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 3rd day of April, 1997.
/s/ John M. Hennessy
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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ James W. Kinnear
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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ John W. Loose
JOHN W. LOOSE
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ James J. O'Connor
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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ Catherine A. Rein
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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 27th day of March, 1997.
/s/ Henry Rosovsky
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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ H. Onno Ruding
H. ONNO RUDING
h:\poa\supp.poa
<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, James B. Flaws,
and William C. Ughetta, or either 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 Supplemental
Investment Plan and any successor plan, 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 1st day of April, 1997.
/s/ William D. Smithburg
WILLIAM D. SMITHBURG
h:\poa\supp.poa
