-----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, EsweX/Lyc/TWB/TWpICpVgoejFoUpatmIkojpBOH9aKPml1ssLwVIEpBvQPnLkzz /pZBSdAXtw5C31zkUWxAmQ== 0000912057-00-002320.txt : 20000203 0000912057-00-002320.hdr.sgml : 20000203 ACCESSION NUMBER: 0000912057-00-002320 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-81299 FILED AS OF DATE: 20000125 EFFECTIVENESS DATE: 20000125 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-3MEF SEC ACT: SEC FILE NUMBER: 333-95385 FILM NUMBER: 513018 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-3MEF 1 FORM S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CORNING INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 16-0393470 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) ONE RIVERFRONT PLAZA CORNING, NEW YORK 14831 (607) 974-9000 (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) WILLIAM D. EGGERS SENIOR VICE PRESIDENT AND GENERAL COUNSEL CORNING INCORPORATED ONE RIVERFRONT PLAZA CORNING, NEW YORK 14831 (607) 974-9000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: DONALD C. WALKOVIK JONATHAN JEWETT SULLIVAN & CROMWELL SHEARMAN & STERLING 125 BROAD STREET 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act") other than securities offered only in connection with dividend or interest reinvestment plans, check the following box./ / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-81299; 333-81299-01. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering./ / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
=============================================================================================================================== TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- Common Stock 1,242,321 shares $151.375 $188,056,342 $49,647 ===============================================================================================================================
(1) Includes 1,950,000 shares of common stock which the underwriters may purchase to cover overallotments, if any. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-3 filed by Corning Incorporated and Corning Finance B.V. with the Securities and Exchange Commission (File Nos. 333-81299 and 333-81299-01) pursuant to the Securities Act of 1933, as amended, and declared effective on October 1, 1999 is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 January 25, 2000. CORNING INCORPORATED --------------------------------- (Registrant) By: /s/ William D. Eggers ------------------------------ William D. Eggers Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on January 25, 2000, in the capacities indicated.
SIGNATURE CAPACITY --------- -------- /s/ ROGER G. ACKERMAN - ----------------------------------------- Chairman of the Board, Principal Executive Officer (Roger G. Ackerman) and Director /s/ JAMES B. FLAWS - ----------------------------------------- Senior Vice President and Principal (James B. Flaws) Financial Officer /s/ KATHERINE A. ASBECK - ----------------------------------------- Vice President, Controller and Principal Accounting (Katherine A. Asbeck) Officer * ________________________________________ Director (Robert Barker) * ________________________________________ Director (John Seely Brown) * ________________________________________ 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 (Deborah D. Rieman) * ________________________________________ Director (H. Onno Ruding) * ________________________________________ Director (William D. Smithburg) *By: /s/ WILLIAM D. EGGERS ------------------------------------- (William D. Eggers, Attorney-in-Fact)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- 5.01 Opinion of William D. Eggers, Esq. 23.01 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.02 Consent of William D. Eggers, Esq. (included in the Exhibit 5.01) 24.01 Power of Attorney of certain directors.
EX-5.01 2 EXHIBIT 5.01 Exhibit 5.01 January 25, 2000 To the Board of Directors Corning Incorporated Ladies and Gentlemen: As General Counsel of Corning Incorporated (the "Company"), I am furnishing this opinion in connection with the Registration Statement (the "Registration Statement") on Form S-3 being filed with the Securities and Exchange Commission (the "Commission") under Rule 462(b) of the Securities Act of 1933, as amended, with respect to the proposed offering of up to $188,056,342 aggregate amount of shares of the Company's Common Stock, par value $.50 per share (the Common Shares"). I have examined the resolutions of the Board of Directors of the Company (the "Resolutions") authorizing the issuance, offering and sale of the Common Shares. I have also examined the originals, or copies identified to my satisfaction, of such corporate records of the Company, such other agreements and instruments, certificates of public officials and officers of the Company and other persons; and such other documents as I have deemed necessary as a basis for the opinions hereinafter expressed. Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of New York. 2. The Common Shares have been duly authorized and, when issued and delivered pursuant to the authority granted in the Resolutions and paid for, will be legally issued, fully paid and non-assessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name under the headings "Legal Matters" and "Validity of Securities" in the related prospectus. Very truly yours, /s/ William D. Eggers EX-23.01 3 EXHIBIT 23.01 Exhibit 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 25, 1999, except for Note 4 and Note 11, which are as of February 16, 1999, relating to the financial statements and financial statement schedule, which appears in Corning Incorporated's Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSE COOPERS LLP New York, New York January 24, 2000 EX-24.01 4 EXHIBIT 24.01 Exhibit 24.01 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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and 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 20th day of January, 2000. /s/ Robert Barker ----------------------------------- 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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of January, 2000. /s/ John Sealy 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, hereby constitutes and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and 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 ____ day of January, 2000. /s/ John H. Foster ----------------------------------- 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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and 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 20th day of January, 2000. /s/ Norman E. Garrity ----------------------------------- 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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of January, 2000. /s/ 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, hereby constitutes and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of January, 2000. /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, hereby constitutes and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of January, 2000. /s/ 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, hereby constitutes and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and 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 20th day of January, 2000. /s/ James W. Kinnear ----------------------------------- 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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of January, 2000. /s/ John W. Loose ----------------------------------- 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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and 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 20th day of January, 2000. /s/ 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, hereby constitutes and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and 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 20th day of January, 2000. /s/ Catherine A. Rein ----------------------------------- 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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of January, 2000. /s/ 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, hereby constitutes and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or any 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 an issue or issues not exceeding $415,000,000 principal amount of securities of the Corporation, including without limitation, debentures, notes, shares of Common Stock and shares of Preferred Stock of the Corporation, to be issued and sold by it in 2000 or thereafter, 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 the above-described securities, to any and all amendments to the said Registration Statements, including Pre-Effective and 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 20th day of January, 2000. /s/ William D. Smithburg ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----