CORNING INC /NY
S-3, EX-24.1, 2000-07-12
TELEPHONE & TELEGRAPH APPARATUS
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<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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of June, 2000.

                                             /s/ Roger G. Ackerman
                                             -----------------------------------
                                             Roger G. Ackerman


<PAGE>


                                                                    EXHIBIT 24.1


                              CORNING INCORPORATED

                           --------------------------

                                POWER OF ATTORNEY

                           --------------------------


         KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes and
appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one
of them, his true and lawful attorneys and agents, in the name and on behalf of
the undersigned, to do any and all acts and things and execute any and all
instruments which the said attorneys and agents, or any one of them, may deem
necessary or advisable to enable Corning Incorporated to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of 1933 of shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
23rd day of June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
23rd day of June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, 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 June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, 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
29th day of June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
23rd day of June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, 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 June, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
7th day of July, 2000.

                                             /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 shares of its Common Stock
constituting the merger consideration in connection with the acquisition by
Corning Incorporated of the capital stock of IntelliSense Corporation, a
Massachusetts corporation, and the exercise of options to purchase shares of the
Common Stock of Corning Incorporated (which options may be offered in
substitution for options held by certain employees of IntelliSense Corporation
to purchase shares of the capital stock of IntelliSense Corporation), 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 shares of Common
Stock, to any and all amendments to the said Registration Statements, including
Post-Effective Amendments, and to any and all instruments and documents filed as
a part of or in connection with the said Registration Statements or amendments
thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
23rd day of June, 2000.

                                             /s/ William D. Smithburg
                                             -----------------------------------
                                             William D. Smithburg




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