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)
______________________
1998 Cash Incentive Plan
(Full title of the plan)
______________________
William D. Eggers
Senior Vice President
and General Counsel
Corning Incorporated
Corning, New York 14831
(607) 974-5656
(Name, address, and telephone number of agent for service)
_____________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
________________________________________________________________________________
<S> <C> <C> <C> <C>
Title of
Securities Proposed maximum Proposed maximum Amount of
being Amount being offering price aggregate registra-
registered <F1> registered per share offering price <F2> tion fee
________________________________________________________________________________
Deferred
Compensation
Obligations $3,000,000 100% $3,000,000 $885
________________________________________________________________________________
<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 1998 Cash Incentive 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
(the "Commission") (File No. 1-3247) are incorporated herein by reference:
1. The Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, of Corning Incorporated ("Corning" or the "Company"), as
amended by Amendment No. 1 on Form 10-K/A filed on July 8, 1998, 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 December 31, 1997, consisting of the
Company's Quarterly Reports on Form 10-Q for the periods ending March 31, 1998
and June 30, 1998, respectively, and the Company's Current Reports on Form 8-K
dated January 28, 1998, April 13, 1998, April 17, 1998 and July 21, 1998,
respectively.
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 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
$3,000,000 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 1998 Cash Incentive 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 assets of the Company
and rank equally 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
Plan. 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 or other termination of employment and,
in the event of retirement, may extend over a period of up to ten additional
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 Plan 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 Plan.
<PAGE>
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
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, 1997,
as amended on July 8, 1998, have been so incorporated in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting. William D.
Eggers, Esq., Senior Vice President and General Counsel of Corning, has
rendered an opinion as to the legality of the Obligations offered hereby.
Mr. Eggers is eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers
Under the Business Corporation Law of the State of New York ("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.
<PAGE>
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 1998 Cash Incentive Plan.
5.1 Opinion of William D. Eggers, Esq., Senior Vice
President and General Counsel.
23.1 Consent of William D. Eggers, Esq. (included
in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
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. 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) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(d) 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 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 21st day of August, 1998.
Corning Incorporated
(Registrant)
by /s/ WILLIAM D. EGGERS
William D. Eggers, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on August 21, 1998 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/ JAMES B. FLAWS Senior Vice President, Treasurer and
(James B. Flaws) Principal Financial Officer
/s/ KATHERINE A. ASBECK Vice President, Controller and
(Katherine A. Asbeck) Principal Accounting Officer
Director
(Robert Barker)
* Director
(John Seely Brown)
* Director
(Van C. Campbell)
Director
(Lawrence S. Eagleburger)
* Director
(John H. Foster)
* Director
(Norman E. Garrity)
* Director
(Gordon Gund)
* Director
(John M. Hennessy)
<PAGE>
Signature Capacity
* 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 D. EGGERS
(William D. Eggers)
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 1998 Cash Incentive Plan
5.1 Opinion of William D. Eggers, Esq.,
Senior Vice President and General Counsel
23.1 Consent of William D. Eggers, Esq.
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney
<PAGE>
Exhibit 4.1
Corning Incorporated
1998 Cash Incentive Plan
1. PURPOSE
The purpose of the Corning Incorporated 1998 Cash Incentive Plan (the
"Plan") is to motivate and reward performance with payments to those
executive employees of Corning Incorporated and its subsidiary companies
("Corning" or the "Corporation") who are NOT subject to Section 162(m) of
the Internal Revenue of 1986, as amended, and to the regulations and
rulings promulgated thereunder (the "Code").
2. EFFECTIVE DATE AND TERM
The Plan shall be effective for Corning's 1998 fiscal year and will
continue for each subsequent fiscal year through 2002 unless earlier
terminated by Corning's Board of Directors (the "Board").
3. PARTICIPANTS
The individuals who may receive payments under the Plan, based on
performance for any fiscal year while the Plan is in effect, shall be
those persons employed by the Corporation at the end of each fiscal year
who are selected as participants by the Compensation Committee of the
Board.
4. COMMITTEE ADMINISTRATION
The Plan shall be administered by a committee appointed by the Board
of Directors and consisting of at least three non-employee directors,
each of whom satisfies the requirements for an "outside director" as that
term is defined under Section 162(m) of the Code. The Committee shall
have the sole authority and discretion to administer and interpret the
Plan. Such authority shall include selection of the peformance criteria
for any applicable fiscal year and for the individual participants.
Decisions of the Committee shall be final, conclusive and binding on all
parties including the Corporation, its shareholders and participants,
and their beneficiaries and heirs.
5. PERFORMANCE CRITERIA
The Committee shall select the performance criterion or criteria for
each individual participant for any fiscal year during the first fiscal
quarter of such year and the formula or formulae for determining the
amount of payment that the Committee may award for performance during
such year. The performance criteria which the Committee may use are:
operating profits (including EBITDA), net profits, earnings per share,
profit returns and margins, revenues, shareholder return and/or value,
working capital and stock price as well as accomplishment of
performance objectives set on an individual participant basis.
Performance criteria may be measured on a corporate, subsidiary,
business unit or individual participant basis, or a combination
thereof. Further, performance criteria may reflect corporate
performance alone or performance relative to the performance of a
peer group of entities or other external measure of the criteria
selected. Profit, earnings and revenues used for any performance
criteria measurements shall exclude: gains or losses on
operating asset sales or dispositions; asset write-downs; litigation
or claim judgments or settlements; accruals for historic environmental
obligations; effect of changes in tax law or rate on deferred tax
liabilities; accruals for reorganization and restructuring programs;
uninsured catastrophic property losses; the cumulative effect of changes
in accounting principles; and any extraordinary non-recurring items as
described in Accounting Principles Board Opinion No. 30 and/or in
management's discussion and analysis of financial performance appearing
in the Corporation's annual report to shareholders for the applicable
year.
6. PERFORMANCE GOALS
Prior to the end of the first quarter of each fiscal year the Plan is in
effect, the Committee shall establish in writing the performance goals,
based on one or more of the performance criteria set forth in Section 5,
and payment schedules or formulae tied to such goals for the individuals
described in Section 3.
7. PAYMENTS
The Committee shall certify in writing the attainment of the applicable
performance goals before making any payments for the applicable
performance year. The Committee, at its sole discretion, may reduce the
amount of payment below that determined using the applicable performance
criteria or formulae for a given participant. It is expected that
payments will be made in cash. The Board reserves the right to make
payments with shares of common stock of the Corporation. If any payments
are made in the form of shares of common stock of the Corporation, the
value thereof shall be determined as of the date the Committee certifies
the attainment of performance goals and the number of shares so issued
shall be deducted from the number of shares available for issue under the
Corporation's 1998 Employee Equity Participation Program.
8. PAYMENT DEFERRALS
The Committee may mandate and/or permit the deferral of all or a portion
of any payment earned under the Plan. Deferred payment accounts may be
denominated in: cash amounts withthe crediting of interest; phantom
mutual fund accounts; or common stock unit accounts.
9. PLAN AMENDMENT
The Board of Directors may amend or otherwise modify the Plan from time
to time as it deems appropriate to serve the Plan's purposes.
10. OTHER INCENTIVE PLANS
The Board may provide that persons specified in Section 3 may participate
in and receive payments under the incentive compensation plans, programs
and arrangements maintained by the Corporation as it deems appropriate
and necessary.
11. GOVERNING LAW
The validity, construction and effect of the Plan and any agreements or
other instruments issued under it shall be determined in accordance with
the laws of New York without reference to the principles of conflict of
laws.
<PAGE>
Exhibit 5.1
Corning Incorporated
Corning, New York 14831
August 21, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
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 1998 Cash Incentive 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 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 D. Eggers
<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 28, 1998, except for the
first paragraph of Note 1, as to which the date is June 30, 1998, which
appears on Page 3 of the Corning Incorporated Form 10-K/A for the year ended
December 31, 1997. We also consent to the incorporation by reference of our
report dated January 21, 1998 on the financial statements of Dow Corning
Corporation, which appears on Page 34 of the Corning Incorporated Form
10-K/A for the year ended December 31, 1997. We also consent to the
reference to us under the heading "Interest of Named Experts and Counsel" in
this Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
August 20, 1998
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 20th day of July, 1998.
/s/ ROGER G. ACKERMAN
Roger G. Ackerman
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 25th day of July, 1998.
/s/ JOHN SEELY BROWN
John Seely Brown
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 20th day of July, 1998.
/s/ VAN C. CAMPBELL
Van C. Campbell
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 31st day of July, 1998.
/s/ JOHN H. FOSTER
John H. Foster
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 July, 1998.
/s/ NORMAN E. GARRITY
Norman E. Garrity
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 July, 1998.
/s/ GORDON GUND
Gordon Gund
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 20th day of July, 1998.
/s/ JOHN M. HENNESSY
John M. Hennessy
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 22nd day of July, 1998.
/s/ JAMES R. HOUGHTON
James R. Houghton
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 July, 1998.
/s/ JAMES W. KINNEAR
James W. Kinnear
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 21st day of July, 1998.
/s/ JOHN W. LOOSE
John W. Loose
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 20th day of July, 1998.
/s/ JAMES J. O'CONNOR
James J. O'Connor
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 21st day of July, 1998.
/s/ CATHERINE A. REIN
Catherine A. Rein
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 21st day of July, 1998.
/s/ HENRY ROSOVSKY
Henry Rosovsky
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 21st day of July, 1998.
/s/ H. ONNO RUDING
H. Onno Ruding
<PAGE>
Exhibit 24.1
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 Katherine A. Asbeck, William D.
Eggers and James B. Flaws, 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 1998 Cash
Incentive 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 (on whatever form or forms may be
determined to be appropriate) 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 22nd day of July, 1998.
/s/ WILLIAM D. SMITHBURG
William D. Smithburg
