-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SiZ01Lf6omkGeKzwtVMatpNd6EpgymEbWadSbOtzKc5qiNEBGDsZpigrQiwXQfPv DeKosIEdIExwREhoctOFmw== 0000024741-97-000008.txt : 19970402 0000024741-97-000008.hdr.sgml : 19970402 ACCESSION NUMBER: 0000024741-97-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970401 EFFECTIVENESS DATE: 19970401 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 160393470 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24337 FILM NUMBER: 97573004 BUSINESS ADDRESS: STREET 1: ONE RIVERFRONT PLAZA CITY: CORNING STATE: NY ZIP: 14831 BUSINESS PHONE: 6079749000 FORMER COMPANY: FORMER CONFORMED NAME: CORNING INC /NY / CORNING LAB SERVICES INC DATE OF NAME CHANGE: 19930713 FORMER COMPANY: FORMER CONFORMED NAME: CORNING GLASS WORKS DATE OF NAME CHANGE: 19890512 S-8 1 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 _______________________ CORNING INCORPORATED (Exact name of registrant as specified in its charter) New York 16-0393470 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Corning, New York 14831 (Address of principal executive offices) (Zip Code) ______________________ SIECOR INVESTMENT PLAN (Full title of plan) ______________________ William C. Ughetta Senior Vice President and General Counsel Corning Incorporated Corning, NY 14831 (607) 974-9000 (Name, address, and telephone number of agent for service) _____________________ CALCULATION OF REGISTRATION FEE _________________________________________________________________________________________ Proposed maximum Proposed maximum Amount of Title of Securities Amount being offering price aggregate registration being registered registered per share offering price fee _________________________________________________________________________________________ Common Stock, par value $ .50 per share...... 250,000 shs. $46.125 $11,531,250 $3,495 _________________________________________________________________________________________________ Plus such indeterminate number of shares of Common Stock as may be required in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from certain stock dividends or a reclassification of the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission are incorporated herein by reference: 1. The Siecor Investment Plan (the "Plan") Report on Form 11-K for the fiscal year ended December 31, 1995, filed pursuant to Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). 2. The Annual Report on Form 10-K for the fiscal year ended December 31, 1996, of Corning Incorporated (the "Company") filed pursuant to Section 13(a) of the Exchange Act. 3. All other reports filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since December 31, 1996, consisting of the Company's Current Reports on Form 8-K dated January 13, 1997 and January 27, 1997. 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 and the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective Amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel The consolidated financial statements of Corning and of Dow Corning Corporation incorporated in this Registration Statement by reference to Corning's Annual Report on Form 10-K for the year ended December 31, 1996 have been so incorporated in reliance on the reports of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. Item 6. Indemnification of Directors and Officers Under the Business Corporation Law of the State of New York ("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 Sections 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 arising under the Securities Act, which might be incurred by them in such capacities. Item 8. Exhibits (5) Internal Revenue Service Determination Letter. (24) Consent of Price Waterhouse LLP. (25) Powers of Attorney. Item 9. Undertakings (a) The undersigned registrant hereby undertakes; (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if in the aggregate the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (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. 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 Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corning, State of New York, on the 1st day of April, 1997. Corning Incorporated (Registrant) by /s/ Larry Aiello, Jr. Larry Aiello, Jr., Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on April 1, 1997 by the following persons in the capacities indicated: Signature Capacity /s/ Roger G. Ackerman Chairman of the Board, (Roger G. Ackerman) Principal Executive Officer and Director /s/ Van C. Campbell Vice Chairman, (Van C. Campbell) Principal Financial Officer and Director /s/ Katherine A. Asbeck Principal Accounting Officer (Katherine A. Asbeck) * Director (Robert Barker) * Director (John Seely Brown) * Director (Mary L. Bundy) * Director (Lawrence S. Eagleburger) * Director (John H. Foster) Director (Norman E. Garrity) * Director (Gordon Gund) * Director (John M. Hennessy) * Director (James R. Houghton) * Director (James W. Kinnear) Director (John W. Loose) * Director (James J. O'Connor) * Director (Catherine A. Rein) * Director (Henry Rosovsky) * Director (H. Onno Ruding) * Director (William D. Smithburg) *By /s/ Larry Aiello, Jr. (Larry Aiello, Jr.) Attorney-in-fact The Plan Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corning, the State of New York, on the 1st day of April, 1997. Siecor Investment Plan by /s/ Frank L. Boldon Frank L. Boldon Siecor Investment Plan Committee Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on April 1, 1997 by the following persons in the capacities indicated: Signature Capacity * Plan Committee Member (Lindsay W. Brown) * Plan Committee Member (Frank L. Boldon) * Plan Committee Member (Joseph D. Hicks) * Plan Committee Member (Larry R. McMillen) * Plan Committee Member (Peggy S. Travis) *By /s/ Frank L. Boldon (Frank L. Boldon, Attorney-in-fact) EXHIBIT INDEX Exhibit Number Description 5 Internal Revenue Service Determination Letter 24 Consent of Price Waterhouse LLP 25 Powers of Attorney EXHIBIT 5 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE DISTRICT DIRECTOR P. O. BOX 941 ATLANTA, GA 30370 Employer Identification Number: 56-1258023 File Folder Number: 560001550 Person to Contact: FRANK FAIRCLOTH SIECOR CORPORATION Contact Telephone Number: 489 SIECOR PARK (404) 331-8971 HICKORY, NC 28803-0439 Plan Name: SIECOR INVESTMENT PLAN Plan Number: 005 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401- 1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated 11/18/91 and 2/21/92. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is also applicable for the amendment(s) adopted on 6/26/90 & 4/15/91. This determination letter is applicable for the plan adopted on 11/25/91. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. - 2 - SIECOR CORPORATION If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/PAUL WILLIAMS Paul Williams District Director Enclosures Publication 794 PWBA 515 Addendum - 3 - SIECOR CORPORATION The cash or deferred arrangements meet the requirement of Internal Revenue Code Section 401(K). The favorable determination letter supersedes the favorable determination letter dated June 4, 1992. EXHIBIT 24 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 27, 1997 which appears on Page 22 of the Corning Incorporated 1996 Annual Report on Form 10-K for the fiscal year ended December 31, 1996. We also consent to the incorporation by reference of our report dated January 21, 1997 on the financial statements of Dow Corning Corporation, which appears on Page 57 of the Corning Incorporated Annual Report on Form 10-K for the fiscal year ended December 31, 1996. We also consent to the reference to us under the heading "Interest of Named Experts and Counsel" in this Registration Statement. /s/Price Waterhouse LLP PRICE WATERHOUSE LLP 1177 Avenue of the Americas New York, NY 10036 April 1, 1997 CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 1996. /s/ Roger G. Ackerman ROGER G. ACKERMAN \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ Van C. Campbell VAN C. CAMPBELL \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 7th day of February, 1996. /s/ Robert Barker ROBERT BARKER \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ Mary L. Bundy MARY L. BUNDY \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 1996. /s/ Lawrence S. Eagleburger LAWRENCE S. EAGLEBURGER \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ John H. Foster JOHN H. FOSTER \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 6th day of February, 1996. /s/ Gordon Gund GORDON GUND \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ John M. Hennessy JOHN M. HENNESSY \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ James R. Houghton JAMES R. HOUGHTON \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ James W. Kinnear JAMES W. KINNEAR \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 1996. /s/ James J. O'Connor JAMES J. O'CONNOR \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st day of February, 1996. Catherine A. Rein CATHERINE A. REIN \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ Henry Rosovsky HENRY ROSOVSKY \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 5th day of February, 1996. /s/ H. Onno Ruding H. ONNO RUDING \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 6th day of February, 1996. /s/ William D. Smithburg WILLIAM D. SMITHBURG \poa\siecor.poa CORNING INCORPORATED __________________________ POWER OF ATTORNEY __________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or Officer of CORNING INCORPORATED, a New York corporation, hereby constitutes and appoints Van C. Campbell, Larry Aiello, Jr. and William C. Ughetta, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable CORNING INCORPORATED to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of up to 250,000 shares of its Common Stock to be offered by Siecor Corporation to its employees pursuant to the Investment Plan of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of CORNING INCORPORATED to one or more Registration Statements (on whatever form or forms) may be determined to be appropriate to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto, HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 10th day of February, 1996. /s/ John Seely Brown JOHN SEELY BROWN \poa\siecor.poa SIECOR INVESTMENT PLAN COMMITTEE ________________________ POWER OF ATTORNEY ________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned member of the Siecor Investment Plan Committee (the "Committee") responsible for administering the Siecor Investment Plan (the "Plan") hereby constitutes and appoints Frank L. Boldon and Peggy S. Travis, or either of them, his true and lawful attorney-in- fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney-in-fact and agent may deem necessary or advisable to enable the Plan to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of participation interests of employees of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, (1) the power or authority to sign on behalf of the undersigned in his capacity as a Committee member the Registration Statement to be filed with the Securities and Registration Commission in respect of said participation interests, to any and all amendments to the said Registration Statement, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statement or amendments thereto; and (2) the power and authority to sign on behalf of the Committee any and all annual reports on Form 11-K to be filed with the Securities and Exchange Commission in respect of the Plan and to any and all amendments to the said annual reports on Form 11-K, HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact and agent, or either of them, shall do or cause be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of May, 1996. /s/ Lindsay W. Brown LINDSAY W. BROWN \poa\siecorcm.poa SIECOR INVESTMENT PLAN COMMITTEE ________________________ POWER OF ATTORNEY ________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned member of the Siecor Investment Plan Committee (the "Committee") responsible for administering the Siecor Investment Plan (the "Plan") hereby constitutes and appoints Frank L. Boldon and Peggy S. Travis, or either of them, his true and lawful attorney-in- fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney-in-fact and agent may deem necessary or advisable to enable the Plan to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of participation interests of employees of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, (1) the power or authority to sign on behalf of the undersigned in his capacity as a Committee member the Registration Statement to be filed with the Securities and Registration Commission in respect of said participation interests, to any and all amendments to the said Registration Statement, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statement or amendments thereto; and (2) the power and authority to sign on behalf of the Committee any and all annual reports on Form 11-K to be filed with the Securities and Exchange Commission in respect of the Plan and to any and all amendments to the said annual reports on Form 11-K, HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact and agent, or either of them, shall do or cause be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of May, 1996. /s/ Frank L. Boldon FRANK L. BOLDON \poa\siecorcm.poa SIECOR INVESTMENT PLAN COMMITTEE ________________________ POWER OF ATTORNEY ________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned member of the Siecor Investment Plan Committee (the "Committee") responsible for administering the Siecor Investment Plan (the "Plan") hereby constitutes and appoints Frank L. Boldon and Peggy S. Travis, or either of them, his true and lawful attorney-in- fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney-in-fact and agent may deem necessary or advisable to enable the Plan to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of participation interests of employees of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, (1) the power or authority to sign on behalf of the undersigned in his capacity as a Committee member the Registration Statement to be filed with the Securities and Registration Commission in respect of said participation interests, to any and all amendments to the said Registration Statement, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statement or amendments thereto; and (2) the power and authority to sign on behalf of the Committee any and all annual reports on Form 11-K to be filed with the Securities and Exchange Commission in respect of the Plan and to any and all amendments to the said annual reports on Form 11-K, HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact and agent, or either of them, shall do or cause be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 17th day of May, 1996. /s/ Larry R. McMillen LARRY R. MCMILLEN \poa\siecorcm.poa SIECOR INVESTMENT PLAN COMMITTEE ________________________ POWER OF ATTORNEY ________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned member of the Siecor Investment Plan Committee (the "Committee") responsible for administering the Siecor Investment Plan (the "Plan") hereby constitutes and appoints Frank L. Boldon and Peggy S. Travis, or either of them, his true and lawful attorney-in- fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney-in-fact and agent may deem necessary or advisable to enable the Plan to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of participation interests of employees of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, (1) the power or authority to sign on behalf of the undersigned in his capacity as a Committee member the Registration Statement to be filed with the Securities and Registration Commission in respect of said participation interests, to any and all amendments to the said Registration Statement, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statement or amendments thereto; and (2) the power and authority to sign on behalf of the Committee any and all annual reports on Form 11-K to be filed with the Securities and Exchange Commission in respect of the Plan and to any and all amendments to the said annual reports on Form 11-K, HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact and agent, or either of them, shall do or cause be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of May, 1996. /s/ Peggy S. Travis PEGGY S. TRAVIS \poa\siecorcm.poa SIECOR INVESTMENT PLAN COMMITTEE ________________________ POWER OF ATTORNEY ________________________ KNOW ALL MEN BY THESE PRESENTS that the undersigned member of the Siecor Investment Plan Committee (the "Committee") responsible for administering the Siecor Investment Plan (the "Plan") hereby constitutes and appoints Frank L. Boldon and Peggy S. Travis, or either of them, his true and lawful attorney-in- fact and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney-in-fact and agent may deem necessary or advisable to enable the Plan to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of participation interests of employees of Siecor Corporation, including specifically, but without limiting the generality of the foregoing, (1) the power or authority to sign on behalf of the undersigned in his capacity as a Committee member the Registration Statement to be filed with the Securities and Registration Commission in respect of said participation interests, to any and all amendments to the said Registration Statement, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statement or amendments thereto; and (2) the power and authority to sign on behalf of the Committee any and all annual reports on Form 11-K to be filed with the Securities and Exchange Commission in respect of the Plan and to any and all amendments to the said annual reports on Form 11-K, HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact and agent, or either of them, shall do or cause be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of May, 1996. /s/ Joseph D. Hicks JOSEPH D. HICKS \poa\siecorcm.poa -----END PRIVACY-ENHANCED MESSAGE-----