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As filed with the Securities and Exchange Commission October 2, 2003
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------------
New York Corning, New York 14831 16-0393470
(State or other (Address of principal (Zip Code) (I.R.S. Employer
jurisdiction of executive offices) Identification No.)
incorporation
or organization)
2003 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)
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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
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Deferred Compensation $10,000,000 100% $10,000,000 $809.00
Obligations (1)
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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 2003 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 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 for the fiscal year ended December 31, 2002,
filed on February 20, 2003, of Corning Incorporated ("Corning" or the
"Company").
2. The Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003
and June 30, 2003, filed on May 1, 2003 and August 16, 2003, respectively.
3. All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 2002, consisting of the Company's
Current Reports on Form 8-K filed on January 23, 2003, April 22, 2003,
April 24, 2003, April 29, 2003, May 13, 2003, July 21, 2003 and September
4, 2003, respectively and Form 8-K/A filed on July 22, 2003.
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 2003 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 2003 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.
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
2003 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
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) to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000).
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 Annual Report on Form 10-K for the year ended
December 31, 2002).
II-2
4.5 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)).
4.6 Corning Incorporated 2003 Variable Compensation Plan.*
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, represents 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)(l)(i) and (a)(l)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the
II-3
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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 October 2003.
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 October 2, 2003 by the following persons in
the capacities indicated:
Signature Capacity
--------- ---------
/s/ James R. Houghton Chief Executive
------------------------------------ Officer and Chairman
(James R. Houghton) (Principal Executive Officer)
/s/ James B. Flaws Chief Financial Officer
------------------------------------ and Vice Chairman
(James B. Flaws) (Principal Financial Officer)
/s/ Katherine A. Asbeck Senior Vice President and Controller
------------------------------------ (Principal Accounting Officer)
(Katherine A. Asbeck)
* Director
------------------------------------
(John Seely Brown)
* Director
------------------------------------
(Gordon Gund)
* Director
------------------------------------
(John M. Hennessy)
* Director
------------------------------------
(Jeremy R. Knowles)
* Director
------------------------------------
(James J. O'Connor)
* Director
------------------------------------
(Deborah D. Rieman)
II-5
Signature Capacity
--------- --------
* Director
-------------------------------------
(H. Onno Ruding)
* Director
-------------------------------------
(William D. Smithburg)
* Director
-------------------------------------
(Hansel E. Tookes II)
* Director
-------------------------------------
(Peter F. Volanakis)
* Director
-------------------------------------
(Wendell P. Weeks)
*By /s/ William D. Eggers
--------------------------------
(William D. Eggers)
Attorney-in-fact
II-6
EXHIBIT INDEX
Exhibit Page
Number Description Number
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) to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000).
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 Annual Report on Form 10-K for the year ended
December 31, 2002).
4.5 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)).
4.6 Corning Incorporated 2003 Variable Compensation Plan.*
5.1 Opinion of Counsel.*
23.1 Consent of Counsel (included in Exhibit 5.1).*
23.3 Consent of PricewaterhouseCoopers LLP.*
24.1 Powers of Attorney.*
* Filed herewith.
11-7
Exhibit 4.6
Corning Incorporated
2003 Variable Compensation Plan
1. PURPOSE
The purpose of the Corning Incorporated 2003 Variable Compensation Plan
(the "Plan") is to motivate and reward performance with tax deductible payments
to those executive officers of Corning Incorporated ("Corning" or the
"Corporation") subject to Section 162(m) of the Internal Revenue of 1986, as
amended, and to the regulations and rulings promulgated thereunder (the "Code").
2. EFFECTIVE DATE AND TERM
The Plan shall be effective for Corning's 2003 fiscal year upon approval by
Corning's shareholders and will continue for each subsequent fiscal year through
2007 unless earlier terminated by Corning's Board of Directors (the "Board").
3. PARTICIPANTS
The individuals who may receive payments under the Plan, based on
performance for any fiscal year while the Plan is in effect, shall be those
persons employed by the Corporation at the end of each fiscal year who
constitute the Corporation's chief executive officer and all other highly
compensated executive officers whose compensation may be subject to the scope of
Section 162(m) of the Code.
4. COMMITTEE ADMINISTRATION
The Plan shall be administered by a committee appointed by the Board of
Directors and consisting of at least three non-employee directors, each of whom
satisfies the requirements for an "outside director" as that term is defined
under Section 162(m) of the Code. The Committee shall have the sole authority
and discretion to administer and interpret the Plan in good faith to satisfy the
requirements for tax deductibility of payments in accordance with Section 162(m)
of the Code. Such authority shall include selection of the performance criteria
for any applicable fiscal year and the individual participants. Decisions of the
Committee shall be final, conclusive and binding on all parties including the
Corporation, its stockholders and participants, and their personal
representatives, beneficiaries and heirs.
5. PERFORMANCE CRITERIA
The Committee shall select the performance criterion or criteria for each
individual participant for any fiscal year during the first fiscal quarter of
such year and the formula or formulae for determining the amount of payment that
the Committee may award for performance during such year. The performance
criteria which the Committee may use are: operating profits (including EBITDA),
net profits, earnings per share, profit returns and margins, cashflow, revenues,
returns on assets, equity or investments, shareholder return and/or value,
working capital and stock price. Performance criteria may be measured solely on
a corporate, subsidiary or business unit basis, or a combination thereof.
Further, performance criteria may reflect corporate performance alone or
performance relative to the performance of a peer group of entities or other
external measure of the criteria selected. Profit, earnings and revenues used
for any performance criteria measurements shall exclude: gains or losses on
operating asset sales or dispositions; asset write-downs; litigation or claim
judgments or settlements; accruals for historic environmental obligations;
effect of changes in tax law or rate on deferred tax liabilities; accruals for
reorganization and restructuring programs; uninsured catastrophic property
losses; the cumulative effect of changes in accounting principles; and any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
performance appearing in the Corporation's annual report to shareholders for the
applicable year.
6. PERFORMANCE GOALS
Prior to the end of the first quarter of each fiscal year the Plan is in
effect, the Committee shall establish in writing the performance goals, based on
one or more of the performance criteria set forth in Section 5, and payment
schedules or formulae tied to such goals for the individuals described in
Section 3.
7. PAYMENTS
The Committee shall certify in writing the attainment of the applicable
performance goals before making any payments for the applicable performance
year. The Committee, at its sole discretion, may reduce the amount of payment
below that determined using the applicable performance criteria or formulae for
a given participant. 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 Corporation or any combination
thereof. If any payments are made in the form of common stock or stock options
of the Corporation, the value thereof shall be determined as the mean of the
high and low prices of the common stock as of the date the Committee certifies
the attainment of performance goals and the number of shares so issued or shares
underlying any stock options so issued shall be deducted from the number of
shares available for issue under the Corporation's 2000 Employee Equity
Participation Program (or subsequent Program then in effect).
8. PAYMENT DEFERRALS
The Committee may mandate and/or permit the deferral of all or a portion of
any payment earned under the Plan. Deferred payment accounts may be denominated
in: cash amounts with the crediting of interest; phantom mutual fund accounts;
or common stock equivalent unit accounts, provided that any crediting of
interest or dividend equivalents shall not cause the eventual payment to be
nondeductible under Section 162(m) of the Code as determined in good faith by
the Committee at the time of such crediting.
9. AMENDMENT; TERMINATION
The Board of Directors 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 by Section 162(m) of the Code, other applicable law or the rules
of any applicable stock exchange.
10. SECTION 162(M)
All payments under this Plan are designed to satisfy the special
requirements for performance-based compensation set forth in Section 162(m) of
the Code, and the Plan shall be so construed. If a provision of the Plan causes
the payment to fail to satisfy these special requirements, it shall be deemed
amended to satisfy the requirements to the extent permitted by law and subject
to Committee approval.
11. OTHER INCENTIVE PLANS
The Board may provide that persons specified in Section 3 may participate
in and receive payments under other incentive compensation plans, programs and
arrangements maintained by the Corporation, as it deems appropriate and
necessary.
12. NO TRUST
The Plan shall not create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Corporation and any
affiliate and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Corporation or any affiliate
pursuant to this Plan, such right shall not be greater than the right of any
unsecured general creditor of the Corporation or of any affiliate.
13. GOVERNING LAW
The validity, construction and effect of the Plan and any agreements or
other instruments issued under it shall be determined in accordance with the
laws of New York without reference to the principles of conflict of laws.
14. SEVERABILITY
If any portion of this Plan is deemed to be void, that portion of the Plan,
and that portion only, will be deemed void. All other provisions of the Plan
will remain in effect.
[Letterhead of William D. Eggers]
EXHIBIT 5.1
October 2, 2003
Securities and Exchange Commission
450 Fifth Street, NW
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 2003 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 Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 2003, relating to the
financial statements and financial statement schedule, which appear in Corning
Incorporated's Annual Report on Form 10-K for the year ended December 31, 2002.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 30, 2003
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ John Seely Brown
--------------------------
John Seely Brown
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ James B. Flaws
--------------------------------
James B. Flaws
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ Gordon Gund
------------------------
Gordon Gund
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ John M. Hennessy
-------------------------------
John M. Hennessy
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ James R. Houghton
---------------------------
James R. Houghton
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ James J. O'Connor
-------------------------------
James J. O'Connor
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ Jeremy R. Knowles
-------------------------------
Jeremy R. Knowles
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ Deborah D. Rieman
-----------------------------
Deborah D. Rieman
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ H. Onno Ruding
------------------------------------
H. Onno Ruding
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ William D. Smithburg
---------------------------------
William D. Smithburg
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ Peter F. Volanakis
-----------------------------------
Peter F. Volanakis
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ Wendell P. Weeks
---------------------------------
Wendell P. Weeks
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 (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, 2002, or other applicable form,
including any and all exhibits, schedules, amendments, supplements and
supporting documents thereto, including, but not limited to, the Form 11-K
Annual Reports of the Corporation's 401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments, supplementations and corrections thereto, to
be filed by the Corporation with the Securities and Exchange Commission (the
"SEC"), as required in connection with its registration under the 1934 Act; and
(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, of securities of the Corporation, 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 5th
of February, 2003.
/s/ Hansel E. Tookes II
------------------------------
Hansel E. Tookes II