As filed with the Securities and Exchange Commission June 2, 2006
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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New York Corning, New York 14831 16-0393470
(State or other jurisdiction of (Address of principal (Zip Code) (I.R.S. Employer
incorporation or organization) executive offices) Identification No.)
2006 VARIABLE COMPENSATION PLAN
-------------------------
William D. Eggers
Senior Vice President and General Counsel
Corning Incorporated
Corning, New York 14831
(607) 974-5656
(Name, address and telephone number of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount Being Offering Price Aggregate Registration
Being Registered Registered Per Share Offering Price(2) Fee
Deferred Compensation Obligations (1) $10,000,000 100% $10,000,000 $1,070.00
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(1) The Deferred Compensation Obligations are general unsecured obligations of
Corning Incorporated to pay deferred compensation in the future in
accordance with the terms of the 2006 Variable Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h)(i).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to employees in accordance with Form S-8 and Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") (File No. 1-3247) are incorporated herein by reference:
1. The Annual Report on Form 10-K\A for the fiscal year ended December
31, 2005, filed on May 9, 2006, of Corning Incorporated ("Corning" or
the "Company").
2. The Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, filed on May 10, 2006.
3. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2005, consisting of the
Company's Current Reports on Form 8-K filed on February 6, 2006,
February 7, 2006, April 25, 2006 (Item 402 and Item 701 (excluding 2Q
2006 guidance and outlook)), April 28, 2006, May 1, 2006 (Item 101,
Item 502 and Item 503) and May 3, 2006, respectively.
4. The Registration Statement on Form 8-A filed by the Company on July
11, 1996 which contains a description of the Company's Preferred Share
Purchase Rights Plan.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective Amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
This section summarizes all of the material terms of the Corning
Incorporated 2006 Variable Compensation Plan. It does not, however, describe all
aspects of the Plan. The Plan, a copy of which is attached as Exhibit 4.6 to
this registration statement, contains the full text of the matters described in
this section.
$10,000,000 of the Deferred Compensation Obligations being registered under
this registration statement may be offered to executive officers of the Company
pursuant to Corning Incorporated 2006 Variable Compensation Plan.
The Obligations are general unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plan.
A Committee consisting of independent directors of the Company shall select
the performance criterion or criteria for each individual participant for any
fiscal year during the first fiscal quarter of such year and the formula or
formulae for determining the amount of payment that the Committee may award for
performance during such year. No participant may receive an aggregate payment
for a fiscal year's performance in excess of $5,000,000. Payments may be made in
cash, stock options or shares of common stock of the Company or any combination
thereof.
The board of directors of the Company may amend, modify or terminate the
Plan as it deems appropriate to serve the Plan's purposes, subject to
shareholder approval to the extent required.
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Item 5. Interests of Named Experts and Counsel
The legality of the shares of common stock to be offered hereby has been
passed upon by William D. Eggers, Senior Vice President and General Counsel of
the Company. Mr. Eggers owns substantially less then 1% of the outstanding
shares of Corning common stock. Mr. Eggers is eligible to participate in the
2006 Variable Compensation Plan.
Item 6. Indemnification of Directors and Officers
Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.
The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or by-laws or when
authorized by (i) such certificate of incorporation or by-laws, (ii) a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.
The foregoing statement is qualified in its entirety by reference to
Section 715, 717 and 721 through 725 of the NYBCL.
Article VIII of the registrant's By-Laws provides that the registrant shall
indemnify each director and officer against all costs and expenses actually and
reasonably incurred by him in connection with the defense of any claim, action,
suit or proceeding against him by reason of his being or having been a director
or officer of the registrant to the full extent permitted by, and consistent
with, the NYBCL.
The directors and officers of the registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities under the Securities Act, which might be incurred by them in such
capacities.
Item 7. Exemption From Registration Claimed
Not Applicable
II-2
Item 8. List of Exhibits
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000).
4.2 Certificate of Amendment to Restated Certificate of Incorporation
filed with the Secretary of State of the State of New York on August
5, 2002 (incorporated by reference to Exhibit 99.1 to the Company's
Form 8-K filed on August 7, 2002).
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3(ii) 1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006).
4.4 Amendment to Article III, Section 9 of Bylaws of Corning Incorporated
effective as of February 5, 2003 (incorporated by reference to Exhibit
3(ii) 2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006).
4.5 Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
(ii) 3 of Corning's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 2006).
4.6 Form of Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4 of the Company's Registration Statement on Form
S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).
4.7 Corning Incorporated 2006 Variable Compensation Plan (incorporated by
reference to Appendix J to the Company's 2006 Proxy Statement filed on
March 8, 2006).
5.1 Opinion of Counsel.*
23.1 Consent of Counsel (included in Exhibit 5.1).*
23.2 Consent of PricewaterhouseCoopers LLP.*
24.1 Powers of Attorney.*
* Filed herewith.
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.
II-3
(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)(l)(i) and (a)(l)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) 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.
II-4
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 2nd day of June, 2006.
CORNING INCORPORATED (Registrant)
By /s/ WILLIAM D. EGGERS
--------------------------------------------
William D. Eggers, Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on June 2, 2006 by the following persons in the
capacities indicated:
Signature Capacity
/s/ Wendell P. Weeks
------------------------ President and Chief Executive Officer and Director
Wendell P. Weeks (Principal Executive Officer)
/s/ James B. Flaws
------------------------ Chief Financial Officer
James B. Flaws and Vice Chairman
(Principal Financial Officer)
/s/ Jane D. Poulin
------------------------ Chief Accounting Officer
Jane D. Poulin (Principal Accounting Officer)
/s/ Katherine A. Asbeck
------------------------ Senior Vice President - Finance
Katherine A. Asbeck
*
------------------------ Chairman of the Board
(James R. Houghton)
* Director
------------------------
(John Seely Brown)
* Director
------------------------
(Gordon Gund)
* Director
------------------------
(John M. Hennessy)
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Signature Capacity
--------- --------
* Director
-------------------------
(Jeremy R. Knowles)
* Director
-------------------------
(James J. O'Connor)
* Director
-------------------------
(Deborah D. Reiman)
* Director
-------------------------
(H. Onno Ruding)
* Director
-------------------------
(Eurgene C. Sit)
* Director
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(William D. Smithburg)
* Director
-------------------------
(Hansel E. Tookes II)
* Director
-------------------------
(Peter F. Volanakis)
* Director
-------------------------
(Padmasree Warrior)
*By /S/ WILLIAM D. EGGERS
--------------------------------
(William D. Eggers)
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000).
4.2 Certificate of Amendment to Restated Certificate of Incorporation
filed with the Secretary of State of the State of New York on August
5, 2002 (incorporated by reference to Exhibit 99.1 to the Company's
Form 8-K filed on August 7, 2002).
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3(ii)1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006).
4.4 Amendment to Article III, Section 9 of Bylaws of Corning Incorporated
effective as of February 5, 2003 (incorporated by reference to Exhibit
3(ii)2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006).
4.5 Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
(ii) 3 of Corning's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 2006).
4.6 Form of Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4 of the Company's Registration Statement on Form
S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).
4.7 Corning Incorporated 2006 Variable Compensation Plan (incorporated by
reference to Appendix J to the Company's 2006 Proxy Statement filed on
March 8, 2006).
5.1 Opinion of Counsel.*
23.1 Consent of Counsel (included in Exhibit 5.1).*
23.2 Consent of PricewaterhouseCoopers LLP.*
24.1 Powers of Attorney.*
* Filed herewith.
11-7
[Letterhead of William D. Eggers]
EXHIBIT 5.1
June 2, 2006
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Dear Sirs:
I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company") 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 the Deferred Compensation Obligations which
may be offered by the Company pursuant to the Corning Incorporated 2006 Variable
Compensation Plan (the "Plan") described in the Registration Statement.
In this connection, I have examined the originals, or copies certified to
my satisfaction, of such corporate records of the Company, certificates of
public officials and officers of the Company, 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. The Company 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 the Company
pursuant to the Plan, when issued or sold in accordance with the Plan,
will be valid and binding unsecured obligations of the Company,
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.
My opinions expressed above are limited to the laws of the State of New
York.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement referred to above and further consent to the use of my
name under the caption "Interests of Named Experts and Counsel" in the
registration statement.
Very truly yours,
/S/ WILLIAM D. EGGERS
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 24, 2006, except for Note 2
of the consolidated financial statements, Note 1 on the financial statement
schedule, and the matter discussed in the penultimate paragraph of Management's
Report on Internal Control Over Financial Reporting, as to which the date is May
9, 2006, relating to the financial statements, financial statement schedules,
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting, of
Corning Incorporated, which appears in Corning Incorporated's Annual Report on
Form 10-K/A for the year ended December 31, 2005.
/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
New York, New York
June 2, 2006
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JOHN SEELY BROWN
---------------------
John Seely Brown
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ GORDON GUND
---------------------
Gordon Gund
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JOHN M. HENNESSY
---------------------
John M. Hennessy
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JAMES R. HOUGHTON
---------------------
James R. Houghton
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JAMES J. O'CONNOR
---------------------
James J. O'Connor
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JEREMY R. KNOWLES
---------------------
Jeremy R. Knowles
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ DEBORAH D. RIEMAN
---------------------
Deborah D. Rieman
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ H. ONNO RUDING
---------------------
H. Onno Ruding
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ EUGENE C. SIT
---------------------
Eugene C. Sit
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ WILLIAM D. SMITHBURG
--------------------------
William D. Smithburg
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ HANSEL E. TOOKES II
-------------------------
Hansel E. Tookes II
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ PETER F. VOLANAKIS
-------------------------
Peter F. Volanakis
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ PADMASREE WARRIOR
---------------------
Padmasree Warrior