<PAGE>
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
CORNING INCORPORATED MANAGEMENT DEFERRAL PLAN
----------------------
William D. Eggers
Senior Vice President
and General Counsel
Corning Incorporated
Corning, NY 14831
(607) 974-9000
(Name, address, and telephone number of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of Securities Amount being offering price aggregate registration
being registered(1) registered per obligation offering price(2) fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Deferred Compensation
Obligations ....... $40,000,000 (3) 100% $40,000,000 $10,560.00
- ------------------------------------------------------------------------------
</TABLE>
(1) 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 and the
Management Deferral Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) This registration statement is also deemed to relate to $1,215,000 of
Deferred Compensation Obligations previously registered on, and being
carried forward from, Form S-8 (No. 333-26151) in connection with the
Supplemental Investment Plan with respect to which a registration fee
of $368 has been paid.
<PAGE>
In accordance with Rule 429, the Prospectus which relates to this
registration statement is a combined Prospectus which also relates to
Registration Statement No. 333-26151 and No. 333-61979.
EXPLANATORY STATEMENT
A total of $ 10,000,000 of Deferred Compensation Obligations of the
registrant, Corning Incorporated, a New York corporation (the "Company"), were
registered by Registration Statement on Form S-8, File No. 333-26151, to be
issued in connection with the Company's Supplemental Investment Plan. Of such
securities, securities covering $1,215,000, with respect to which a registration
fee of $368 has been paid, have not been issued under such plan and, pursuant to
Instruction E to Form S-8, such securities are carried forward to, and deemed
covered by, the Registration Statement on Form S-8 filed on or about the date
hereof in connection with the Company's Supplemental Investment Plan and
Management Deferral Plan.
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, 1998, of 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, 1998, consisting of
the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1999, June 30, 1999 and September 30, 1999; the Company's Current
Reports on Form 8-K dated January 19, 1999; January 25, 1999; February 4, 1999;
March 1, 1999; March 3, 1999; April 14, 1999; July 8, 1999; July 19, 1999;
October 13, 1999 and November 18, 1999; and Current Report on Form 8-K/A dated
January 26, 1999.
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 Plans 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
1
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$40,000,000 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 and the Management Deferral Plan (the "Plans") of
the Company.
The Obligations are general unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plans
from the general assets of the Company and rank PARI PASSU with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
2
<PAGE>
The amount of compensation deferred by each participant is determined
in accordance with each participant's deferral election and the provisions of
the Plans. The Plans provide 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 Plans. Vested benefits may be paid earlier in the event of
an unforeseeable emergency.
The Company reserves the right to amend or terminate the Plans 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 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 Plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 722 and 723 of the Business Corporation Law of the State of
New York (the "BCL") provide that a corporation may indemnify its current and
former directors and officers under certain circumstances. Article VIII of the
Company's By-Laws provides that the Company 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 Company
to the fullest extent permitted by, and consistent with, the BCL.
Section 402(b) of the BCL provides that a corporation may include a
provision in its certificate of incorporation limiting the liability of its
directors to the corporation or its shareholders for damages for violation of
law or receipt of an improper personal benefit or for certain illegal dividends,
loans or stock repurchases. Paragraph 7 of the Company's Restated Certificate of
Incorporation contains such a provision.
3
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<TABLE>
<CAPTION>
ITEM 8. EXHIBITS
<S> <C>
4.1 Supplemental Investment Plan
4.2 Management Deferral 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).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
</TABLE>
4
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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.
5
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(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.
6
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(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.
7
<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 1ST DAY OF DECEMBER, 1999.
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 DECEMBER 1, 1999 BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/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
- --------------------------------
(Katherine A. Asbeck) and Principal Accounting Officer
* Director
- --------------------------------
(Robert Barker)
* Director
- --------------------------------
(John Seely Brown)
* Director
- --------------------------------
(John H. Foster)
* Director
- --------------------------------
(Norman E. Garrity)
* Director
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</TABLE>
8
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<TABLE>
<S> <C>
(Gordon Gund)
* Director
- --------------------------------
(John M. Hennessy)
* Director
- --------------------------------
(James R. Houghton)
* Director
- --------------------------------
(James W. Kinnear)
</TABLE>
9
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<TABLE>
<S> <C>
* Director
- --------------------------------
(John W. Loose)
* Director
- --------------------------------
(James J. O'Connor)
* Director
- --------------------------------
(Catherine A. Rein)
* Director
- --------------------------------
(Deborah D. Rieman)
* Director
- --------------------------------
(H. Onno Ruding)
* Director
- --------------------------------
(William D. Smithburg)
*BY /s/ WILLIAM D. EGGERS
- --------------------------------
(WILLIAM D. EGGERS)
ATTORNEY-IN-FACT
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- -------------
<S> <C>
4.1 Supplemental Investment Plan
4.2 Management Deferral 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).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
</TABLE>
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<PAGE>
Exhibit 4.1
CORNING INCORPORATED
SUPPLEMENTAL INVESTMENT PLAN
Corning Incorporated hereby amends and restates in its entirety, effective
January 1, 2000, the Corning Incorporated Supplemental Investment Plan to permit
Eligible Employees to defer a portion of their compensation to supplement
contributions they make pursuant to the Corning Incorporated Investment Plan.
ARTICLE ONE
DEFINITIONS
1.1 "Board" means the Board of Directors of Corning Incorporated.
1.2 "Change in Control" means one of the following circumstances:
(i) an offeror (other than the Company) purchases shares of Common
Stock of the Company pursuant to a tender or exchange offer
for such shares;
(ii) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) is or becomes
the beneficial owner, directly or indirectly, of securities of
the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities;
(iii) the membership of the Company's Board of Directors changes as
the result of a contested election or elections, such that a
majority of the individuals who are directors at any
particular time were initially placed on the Board of
Directors as a result of such a contested election or
elections occurring within the previous two years; or
(iv) the shareholders of the Company approve a merger,
consolidation, sale or disposition of all or substantially all
of the Company's assets, or a plan of partial or complete
liquidation.
1.3 "Code" means the Internal Revenue Code of 1986, as amended, and
regulations issued thereunder.
1.4 "Committee" means the Supplemental Investment Plan Committee appointed
by the Board.
1.5 "Company" means Corning Incorporated.
1
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1.6 "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.
1.7 "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 goal sharing and
bonus awards. Compensation does not include amounts that are deferred
under the Company's Management Deferral Plan.
1.8 "Effective Date" means January 1, 1997. The effective date of this
restatement is January 1, 2000.
1.9 "Employee" or "Eligible Employee" means any employee of the Company who
meets the eligibility requirements of Section 3.1(a).
1.10 "Investment Plan" means the Corning Incorporated Investment Plan (for
salaried employees) as amended from time to time.
1.11 "Plan" means this Corning Incorporated Supplemental Investment Plan.
1.12 "Plan Year" or "Year" means the calendar year.
1.13 "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.
2
<PAGE>
ARTICLE THREE
ELIGIBILITY AND PARTICIPATION
3.1 (a) ELIGIBILITY. 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 Code Section 402(g) ($10,000 for calendar year
1999); (c) such employee belongs to a select group of management or
highly-compensated employees as provided for in Title I of ERISA; and
(d) such employee's total annual cash Compensation from the Company for
the Plan Year exceeds the minimum threshold set for the Year by the
Committee.
An employee who is eligible to participate in this Plan in a Plan Year
shall not continue to be eligible to participate in the Plan in any
subsequent Year unless the employee satisfies the foregoing eligibility
criteria in such subsequent Year.
(b) PARTICIPATION. An Eligible Employee whose elected contributions
under the Investment Plan for a Plan Year are suspended because the
Employee's Compensation for such year exceeds the annual compensation
limit of Code Section 401(a)(17) ($160,000 in calendar year 1999) may
elect to participate in this Plan with respect to Compensation earned
in excess of the statutory limit.
An Eligible Employee who satisfies the eligibility criteria of
subsection (a) above but whose annual Compensation does not exceed the
Code Section 401(a)(17) limit shall not participate in this Plan until
the earlier of (a) the date as of which he or she elects to participate
in this Plan (as opposed to remaining in the Investment Plan) or (b)
the employee's annual Compensation does exceed the Code Section
401(a)(17) limit.
An employee shall cease active participation in any Year the employee
fails to satisfy the eligibility criteria of subsection (a). An
employee shall cease all participation and receive his entire interest
in the Plan (without the 10 percent Plan penalty of Section 6.3) if at
any time the Committee determines, in its sole discretion, that the
employee's continued participation is inconsistent with the "top-hat"
plan requirements of Title I of ERISA.
3
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ARTICLE FOUR
CONTRIBUTIONS
4.1 EMPLOYEE CONTRIBUTIONS. An Eligible Employee may contribute to this
Plan in a Plan Year any amount of his or her Compensation during the
Plan Year (not to exceed the maximum percentage of compensation
permitted under the Investment Plan for employee contributions) that is
earned above the Compensation on which the Eligible Employee's
contributions to the Investment Plan are based. 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 same terms as specified in the
Investment Plan. Any Investment Plan limitation on matching
contributions that is not attributable to Code limitations (E.G., the
Investment Plan's cap on the maximum Company match) shall apply to
allocations credited under this Plan and under the Investment Plan in
the aggregate. 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 the required
percent of earnings from both components of income (I.E., salary and
bonuses).
(b) BONUS MATCHING ALLOCATIONS. To the extent offered by the Investment
Plan in which the Employee participates, 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 (or such percentage as may be specified in the Investment Plan)
of the Employee's contributions that he or she directs to the Company
Stock Fund.
(c) ALLOCATIONS FOR LONG-SERVICE EMPLOYEES. To the extent offered by
the Investment Plan in which the Employee participates, each Plan Year,
the Company shall allocate on behalf of each of its Eligible Employee
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
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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 (or such earlier period as may be specified by
the Committee) 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 6.2.
An Eligible Employee shall make separate elections with respect to
deferrals of base salary and 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. Subject to the
exception for newly-eligible employees, salary deferral elections shall
relate to salary paid for services rendered in the year following the
election; bonus deferral elections shall relate to bonuses to be paid
in the year following the election.
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 next
succeeding month.
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.
5
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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 adjusted for earnings/losses 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
a single investment account or 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. If applicable, 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 in which the Employee participates.
5.2 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,
except that the form of benefit payments may be changed consistent with
Section 6.2. 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.
6
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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.
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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 retirement. Any change
made within 18 months of an Employee's retirement 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 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.
8
<PAGE>
(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 and shall be paid 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, disability or death as described in the
preceding subsections, the Eligible Employee's entire vested interest
under this Plan shall be paid out in a single lump sum payment within
30 days following termination of employment.
6.3 IN-SERVICE WITHDRAWALS. Notwithstanding the time of payment provisions
set forth in Section 6.2, vested benefits may be paid earlier under the
circumstances provided below:
(a) FINANCIAL HARDSHIP. The Committee may, in its sole discretion,
authorize an in-service withdrawal on account of an Eligible Employee's
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 and that would result in severe
financial hardship to the Eligible Employee 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.
(b) NON-FINANCIAL HARDSHIP. In the event of an in-service withdrawal
for any reason other than financial hardship as described above, the
Eligible Employee's account shall be reduced by the lesser of (1)
$50,000 or (2) 10 percent of the amount of the withdrawal. The penalty
may be assessed against any one or more of the Eligible Employee's
investment funds as the Committee may determine. The penalty shall not
apply if the Eligible Employee's account is cashed out by the Committee
to maintain the top-hat status of the Plan in accordance with Section
3.1(b).
In the event an Eligible Employee is deceased and payments are being
made to his beneficiary in installment payments, such payments may be
withdrawn earlier under the terms and conditions above, treating the
beneficiary for this purpose as an Eligible Employee would be treated
for purposes of in-service withdrawals.
9
<PAGE>
6.4 CHANGE IN CONTROL. In the event of a Change in Control, the accounts of
all Eligible Employees shall remain or become 100 percent vested and
the Committee shall have the discretion either to distribute all
account balances accrued to the date of the Change in Control in a lump
sum amount or to permit the Plan to continue in accordance with its
terms. The Committee shall make its determination on whether to
continue the Plan or to distribute all accounts in the period beginning
30 days prior to an anticipated Change in Control and 180 days
following an actual Change in Control.
6.5 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 misfeasance, bad faith, gross negligence or reckless
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.
10
<PAGE>
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 an
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 ___________ 1999.
CORNING INCORPORATED
By:
-----------------------
Title:
--------------------
11
<PAGE>
Exhibit 4.2
CORNING INCORPORATED
MANAGEMENT DEFERRAL PLAN
Corning Incorporated hereby establishes, effective January 1, 2000, the
Corning Incorporated Management Deferral Plan to permit Eligible Employees to
defer a portion of their base pay and variable compensation that would otherwise
be payable immediately.
ARTICLE ONE
DEFINITIONS
1.1 "Board" means the Board of Directors of Corning Incorporated.
1.2 "Change in Control" means one of the following circumstances:
(i) an offeror (other than the Company) purchases shares of Common
Stock of the Company pursuant to a tender or exchange offer
for such shares;
(ii) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) is or becomes
the beneficial owner, directly or indirectly, of securities of
the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities;
(iii) the membership of the Company's Board of Directors changes as
the result of a contested election or elections, such that a
majority of the individuals who are directors at any
particular time were initially placed on the Board of
Directors as a result of such a contested election or
elections occurring within the previous two years; or
(iv) the shareholders of the Company approve a merger,
consolidation, sale or disposition of all or substantially all
of the Company's assets, or a plan of partial or complete
liquidation.
1.3 "Code" means the Internal Revenue Code of 1986, as amended, and
regulations issued thereunder.
1.4 "Committee" means the Deferred Compensation Plan Committee appointed by
the Board.
1.5 "Company" means Corning Incorporated.
1
<PAGE>
1.6 "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.
1.7 "Compensation" means an Eligible Employee's base salary, GoalSharing,
Variable Compensation, sign-on bonus or CPP cash incentives.
1.8 "Effective Date" means January 1, 2000.
1.9 "Employee" or "Eligible Employee" means any employee of the Company who
meets the eligibility requirements of Section 3.1(a).
1.10 "Investment Plan" means the Corning Incorporated Investment Plan (for
salaried employees) as amended from time to time.
1.11 "Plan" means this Corning Incorporated Deferred Compensation Plan.
1.12 "Plan Year" or "Year" means the calendar year.
1.13 "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 assist Eligible Employees in their
retirement and financial planning by permitting them to defer receipt
of a portion of their Compensation in accordance with the terms of this
Plan.
ARTICLE THREE
ELIGIBILITY AND PARTICIPATION
3.1 (a) ELIGIBILITY. An employee shall be an Eligible Employee and be
entitled to participate in this Plan during any Plan Year that (a) such
employee is an active employee on the Company payroll for the Year; (b)
such employee belongs to a select group of management or
highly-compensated employees as provided for in Title I of ERISA; and
(c) such employee's total annual cash Compensation from the Company for
the Plan Year exceeds the minimum threshold set for the Year by the
Committee.
2
<PAGE>
An employee who is eligible to participate in this Plan in a Plan Year
shall not continue to be eligible to participate in the Plan in any
subsequent Year unless the employee satisfies the foregoing eligibility
criteria in such subsequent Year.
(b) PARTICIPATION. An Eligible Employee who satisfies the eligibility
criteria of subsection (a) above for any Year may elect to participate
in this Plan for such Year by making a deferral election in accordance
with Section 4.3.
An employee shall cease active participation in any Year the employee
fails to satisfy the eligibility criteria of subsection (a). An
employee shall cease all participation and shall receive his entire
interest in the Plan (without the 10 percent Plan penalty of Section
6.3) if at any time the Committee determines, in its sole discretion,
that the employee's continued participation is inconsistent with the
"top-hat" plan requirements of Title I of ERISA.
ARTICLE FOUR
CONTRIBUTIONS
4.1 EMPLOYEE CONTRIBUTIONS. An Eligible Employee may contribute to this
Plan in a Plan Year any amount of Compensation subject to the following
guidelines:
<TABLE>
<CAPTION>
TYPE OF COMPENSATION CONTRIBUTION PARAMETERS
<S> <C>
Base Salary 5% minimum; 25% maximum; in 1%
increments
GoalSharing 10% increments; 100% maximum
Variable Compensation 10% increments; 100% maximum
New Hire Executive Sign-on Bonus $10,000 minimum; 100% maximum
CPP Cash Incentives 10% increments; 100% maximum
</TABLE>
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 CONTRIBUTIONS. The Company shall contribute five percent of an
Eligible Employee's contributions made pursuant to Section 4.1 that are
attributable to Base Salary, GoalSharing and Variable Compensation.
3
<PAGE>
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; (b)
the payment method for receiving his or her benefits; and (c) the time
of payment, provided that in no event shall payments commence earlier
than two years following the deferral or later than the time specified
in Section 6.2(a) following retirement. 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 6.2.
An Eligible Employee shall make separate elections with respect to
deferrals of base salary and 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. Subject to the
exception for newly-eligible employees, salary deferral elections shall
relate to salary paid for services rendered in the year following the
election; bonus deferral elections shall relate to bonuses to be paid
in the year following the election.
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 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 next succeeding
month.
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
Committee. In any event, Eligible Employees shall be entitled to state
their preferences concerning where their individual accounts will be
invested.
4
<PAGE>
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 adjusted for earnings/losses 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
a single investment account or 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 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,
except that the form of benefit payments may be changed consistent with
Section 6.2. 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
<PAGE>
5.3 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.
5.4 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. All contributions and the earnings on such contributions are
100 percent vested at all times.
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 ten 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 retirement. Any change
made within 18 months of an Employee's retirement 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.
6
<PAGE>
(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 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 ten 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 and shall be paid in the form of
substantially equal annual installments over a ten 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, disability or death as described in the
preceding subsections, the Eligible Employee's entire vested interest
under this Plan shall be paid out in a single lump sum payment within
30 days following termination of employment.
6.3 IN-SERVICE WITHDRAWALS. Notwithstanding the time of payment provisions
set forth in Section 6.2, vested benefits may be paid earlier under the
circumstances provided below:
7
<PAGE>
(a) SCHEDULED PAYMENT. If an Eligible Employee's election under Section
4.3 provides for an in-service payment, such payment shall be made,
without penalty, in accordance with the election. The form of payment
shall be either a lumpsum amount or annual installment payments for any
period up to five years and may be made in cash or in property.
(b) FINANCIAL HARDSHIP. The Committee may, in its sole discretion,
authorize an in-service withdrawal on account of an Eligible Employee's
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 and that would result in severe
financial hardship to the Eligible Employee 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.
(c) NON-FINANCIAL HARDSHIP. In the event of an in-service withdrawal
for any reason other than distributions under (a) or (b) above, the
Eligible Employee's account shall be reduced by the lesser of (1)
$50,000 or (2) 10 percent of the amount of the withdrawal. The penalty
may be assessed against any one or more of the Eligible Employee's
investment funds as the Committee may determine. The penalty shall not
apply if the Eligible Employee's account is cashed out by the Committee
to maintain the top-hat status of the Plan in accordance with Section
3.1(b).
In the event an Eligible Employee is deceased and payments are being
made to his beneficiary in installment payments, such payments may be
withdrawn earlier under the terms and conditions above, treating the
beneficiary for this purpose as an Eligible Employee would be treated
for purposes of in-service withdrawals.
6.4 CHANGE IN CONTROL. In the event of a Change in Control, the accounts of
all Eligible Employees shall remain 100 percent vested and the
Committee shall have the discretion either to distribute all account
balances accrued to the date of the Change in Control in a lump sum
amount or to permit the Plan to continue in accordance with its terms.
The Committee shall make its determination on whether to continue the
Plan or to distribute all accounts in the period beginning 30 days
prior to an anticipated Change in Control and 180 days following an
actual Change in Control.
6.5 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.
8
<PAGE>
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 misfeasance, bad faith, gross negligence or reckless
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 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.
9
<PAGE>
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 an
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 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 _________ 1999.
CORNING INCORPORATED
By:
-----------------------
Title:
--------------------
10
<PAGE>
CORNING INCORPORATED WILLIAM D. EGGERS EXHIBIT 5.1
CORNING, NEW YORK 14831 SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
December 1, 1999
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 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to deferred
compensation obligations being registered under the Registration Statement (the
"Deferred Compensation Obligations"), which may be offered by Corning pursuant
to the Supplemental Investment Plan and the Management Deferral Plan of Corning
(the "Plans").
In this connection, I have examined the originals, or copies certified
to my satisfaction, of such corporate records of Corning, certificates of public
officials and officers of Corning, and other documents as I deemed pertinent as
a basis for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
1. Corning is a corporation duly incorporated and validly
existing under the laws of the State of New York;
2. The Deferred Compensation Obligations to be offered by Corning
pursuant to the Plans when issued or sold in accordance with
the Plans will be valid and binding obligations of Corning,
enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency
or other laws of general applicability relating to or
affecting the enforcement of creditors rights or by general
principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of my name in "Interests
of Named Experts and Counsel" in the 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 25, 1999, except for Note 4
and Note 11, as to which the date is February 16, 1999, which appears on page 21
of the Corning Incorporated Annual Report on Form 10-K for the year ended
December 31, 1998.
/S/ PRICEWATERHOUSECOOPERS, LLP
- -------------------------------
PRICEWATERHOUSECOOPERS, LLP
1301 Avenue of the Americas
New York, NY 10019
November 29, 1999
<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 Supplemental
Investment Plan and its Management Deferral 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
18th day of October, 1999.
/s/ ROBERT BARKER
------------------------
Robert Barker
<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 Supplemental
Investment Plan and its Management Deferral 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 October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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 October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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 October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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 October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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
18th day of October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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 October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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 October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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
16th day of October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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
18th day of October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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
18th day of October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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 November, 1999.
/s/ DEBORAH D. RIEMAN
------------------------
Deborah D. Rieman
<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 Supplemental
Investment Plan and its Management Deferral 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
18th day of October, 1999.
/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 Supplemental
Investment Plan and its Management Deferral 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
19th day of October, 1999.
/s/ WILLIAM D. SMITHBURG
------------------------
William D. Smithburg
