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March 24, 2010

Dear Shareholder:

We are soliciting your support for: (1) nominees for election to the Board of Directors; (2) adoption of the 2010 Variable Compensation Plan; (3) adopting the 2010 Equity Plan for Non-Employee Directors; (4) amending the Restated Certificate of Incorporation to declassify the Board; as well as (5) opposing a shareholder resolution that seeks elimination of supermajority voting, all to be voted on at Corning’s Annual Meeting on April 29, 2010. We wanted to summarize the following items as you consider your vote:







Declassification of Board of Directors



Shareholder Proposal to end Super-Majority Votes







Retail sales of LCD TVs in Q1 have been in line with our expectations:



Japan up 79% in January; 65% in February



China up 53% and Europe up 12% in January, respectively



February not available yet



U.S. “flat” for first two months



In line with expectations



Last January: digital conversion, Circuit City liquidation



Panel prices continue to be firm



Indication panel demand is strong



Suggests strength further down the supply chain



Glass demand is strong



We are shipping everything we can make




Currently each class of directors stands for election every three years



Four to five directors’ terms expire each year



11 of the 14 directors are independent (external)



Our Proposal:



Terms for nominees elected at this annual meeting will expire in 2013…then be eligible for re-election annually



Nominees with terms expiring in 2011 or 2012 will serve the remainder of their terms…then be eligible for re-election annually



Any new director appointed to the Board will stand for re-election annually




By-Laws/Certificate now require 80% of outstanding shares to approve a few important governance/structure matters:



Changing number, class, removal, or nomination of directors, and general Board powers



Approving a merger or business combination that is not first approved by Board



If at least 2/3 of Board agrees any such change is advisable, then 80% super-majority shareholder vote is NOT required



Shareholder proposal seeks to eliminate By-Law/Certificate of Incorporation sections currently requiring super-majority 80% shareholder vote




We believe higher voting level for key changes to the Company’s corporate structure & governance best serves long-term interests of Corning and stockholders



Unlike others, Board has legal fiduciary duties to act in best interests of the Company and stockholders



Super-majority voting safeguards against a stockholder group acting in its self-interest to detriment of other stockholders



Higher voting test encourages potential acquirers to deal directly with the Board



Provides greater leverage to negotiate best possible return for stockholders


Corning compensates named executives through:



Base salary



Annual cash bonus



Target Adjusted NPAT



Performance cash units



Target EPS and operating cash flow



2 year vesting post earned



Time-based restricted stock units



No performance targets



3 year vesting period



Stock options



Granted same time every year



Benefits = All other USA employees



Limited perquisites





CEO targeted at median of peer comparison group



Peer companies are listed in the CD&A



Named executives



Target ~33% in equity (options and restricted stock units)



Target ~50% on annual performance (annual cash bonus + cash performance units)



Compensation system aligned with performance



Annual cash bonus = 15% of target total compensation



Cash performance units = 35% of target total compensation



Stock options tied to stock price performance

I hope you will join our Board in opposing the shareholder proposal. I also hope you will join in electing the five nominees to the Board of Directors, in voting for the Variable Compensation Plan and the new Equity Plan for Non-Employee Directors, and amending Corning’s Certificate to declassify the Board of Directors.

Very truly yours,


/s/ James B. Flaws

James B. Flaws
Vice Chairman and Chief Financial Officer