S-8

As filed with the Securities and Exchange Commission May 7, 2010

Registration No. 333-            

UNITED STATES

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 incorporation or organization)	(I.R.S. Employer Identification No.)

One Riverfront Plaza

Corning, New York 14831

(Address of principal executive offices)

2010 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS

Vincent P. Hatton

Senior Vice President and General Counsel

Corning Incorporated

Corning, New York 14831

(607) 974-8382

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities Being Registered	Amount Being Registered	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock Par Value $.50 per share. . . . . . . . .	1,250,000  shares(1)	$18.57	$23,212,500	$1655.05

(1) 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.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act. The estimate is based on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on May 5, 2010.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of this Registration Statement on Form S-8 (this “Registration Statement”) have been or will be sent or given to participating non-employee directors as specified in Rule 428(b)(1) of the Securities Act, in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). Such documents are not required to be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the “Commission”) (File No. 1-3247) are incorporated herein by reference:

1. The Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on February 10, 2010, of Corning Incorporated (“Corning” or the “Company”).

2. The Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on April 30, 2010.

3. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2009, consisting of the Company’s Current Reports on Form 8-K filed on January 26, 2010, February 9, 2010, April 28, 2010, and May 5, 2010.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement as so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities

Not Applicable

Item 5. Interests of Named Experts and Counsel

The legality of the shares of common stock to be offered hereby has been passed upon by Vincent P. Hatton, Senior Vice President and General Counsel of the Company. Mr. Hatton owns substantially less then 1% of the outstanding shares of Corning common stock. Mr. Hatton is not eligible to participate in the 2010 Equity Plan for Non-Employee Directors.

Item 6. Indemnification of Directors and Officers

Sections 722 and 723 of the Business Corporation Law of the State of New York (the “BCL”) provide that a corporation may indemnify its current and former directors and officers under certain circumstances. Section 8.4 of the Company’s By-Laws provides that the Company 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 Company to the full extent permitted by, and consistent with, the BCL.

Section 402(b) of the BCL provides that a corporation may include a provision in its certificate of incorporation limiting the liability of its directors to the corporation or its shareholders for damages for the breach of any duty, except for a breach involving intentional misconduct, bad faith, a knowing violation of law or receipt of an improper personal benefit or for certain illegal dividends, loans or stock repurchases. Paragraph 7 of the Company’s Restated Certificate of Incorporation contains such a provision.

For the undertaking in relation to indemnification, please see Item 9 below.

Item 7. Exemption From Registration Claimed

Not Applicable

Item 8. List of Exhibits

4.1	2010 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March 15, 2010 for April 29, 2010 Annual Meeting of Shareholders).
4.2	Restated Certificate of Incorporation dated April 30, 2010, filed with the Secretary of State of the State of New York on May 4, 2010 (Incorporated by reference to Exhibit 3(i)1 to the Company’s Form 8-K filed on May 5, 2010).
4.3	By-Laws of the Company amended to and effective as of April 29, 2010 (Incorporated by reference to Exhibit 3(ii)1 to the Company’s Form 8-K filed on May 5, 2010).
4.4	Form of Common Stock Certificate of the Company.*

5.1	Opinion of Counsel.*
23.1	Consent of Counsel (included in Exhibit 5.1).*
23.2	Consent of PricewaterhouseCoopers LLP.*
24.1	Powers of Attorney.

* Filed herewith.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 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:

A. Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to

section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, Corning Incorporated, a New York corporation, certifies that it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corning, State of New York, on the 7th day of May 2010.

CORNING INCORPORATED (Registrant)
By	/S/    VINCENT P. HATTON
	Vincent P. Hatton, Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on May 7, 2010 by the following persons in the capacities indicated:

Signature	Capacity
*	Chief Executive Officer and Chairman
(Wendell P. Weeks)	(Principal Executive Officer) and Director
*	Chief Financial Officer and Vice Chairman
(James B. Flaws)	(Principal Financial Officer) and Director
/S/    R. TONY TRIPENY	Senior Vice President and Controller
(R. Tony Tripeny)	(Principal Accounting Officer)
*	Director
(John Seely Brown)
*	Director
(Robert F. Cummings, Jr.)
*	Director
(Gordon Gund)
*	Director
(Carlos M. Gutierrez)
*	Director
(Kurt M. Landgraf)
*	Director
(James J. O’Connor)
*	Director
(Deborah D. Reiman)
*	Director
(H. Onno Ruding)
*	Director
(William D. Smithburg)
*	Director
(Hansel E. Tookes II)
*	Director
(Peter F. Volanakis)
*	Director
(Mark S. Wrighton)

The undersigned, by signing his name hereto, does sign this Registration Statement on behalf of the designated Officers and Directors of Corning Incorporated pursuant to Powers of Attorney executed on behalf of each of such officers and directors that are filed as exhibits hereto.

*By	/S/    VINCENT P. HATTON
	(Vincent P. Hatton) Attorney-in-fact

EXHIBIT INDEX

Exhibit Number	Description
4.1	2010 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March 15, 2010 for April 29, 2010 Annual Meeting of Shareholders).
4.2	Restated Certificate of Incorporation dated April 30, 2010, filed with the Secretary of State of the State of New York on May 4, 2010 (Incorporated by reference to Exhibit 3(i)1 to the Company’s Form 8-K filed on May 5, 2010).
4.3	By-Laws of the Company amended to and effective as of April 29, 2010 (Incorporated by reference to Exhibit 3(ii)1 to the Company’s Form 8-K filed on May 5, 2010).
4.4	Form of Common Stock Certificate of the Company.*
5.1	Opinion of Counsel.*
23.1	Consent of Counsel (included in Exhibit 5.1).*
23.2	Consent of PricewaterhouseCoopers LLP.*
24.1	Powers of Attorney.

* Filed Herewith

EX-4.4

CORNING INCORPORATED

CORNING INCORPORATED WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS WHICH IT IS AUTHORIZED TO ISSUE, AND THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES OF ANY CLASS OF PREFERRED STOCK WHICH IT IS AUTHORIZED TO ISSUE. SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF CORNING INCORPORATED OR TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM	- as tenants in common	UNIF GIFT MIN ACT-                              Custodian
			(Cust)                                     (Minor)
TEN ENT	- as tenants by the entireties	under Uniform Gifts to Minors Act
				(State)
JT TEN	- as joint tenants with right of survivorship	UNIF TRF MIN ACT                          Custodian (until age      )
	and not as tenants in common		(Cust)                                     (Minor)
		under Uniform Transfers to Minors Act
				(State)
	Additional abbreviations may also be used though not in the above list.

	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received,                                                               hereby sell, assign and transfer unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

  Dated:   Signature:   Signature:   ___________________________________ 20________________________   ______________________________________________________________   ______________________________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15

EX-5.1

EXHIBIT 5.1

May 7, 2010

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

Ladies and Gentlemen:

I am Senior Vice President and General Counsel of Corning Incorporated (the “Company”) and am familiar with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, with respect to an aggregate of 1,250,000 shares of Corning’s Common Stock, $.50 par value (“Common Stock”), to be offered by the Company pursuant to the 2010 Equity Plan for Non-Employee Directors (the “Plan”) described in the Registration Statement.

In this connection, I have examined the originals, or copies certified to my satisfaction, of such corporate records of the Company, certificates of public officials and officers of the Company, and other documents as I deemed pertinent as a basis for the opinions hereinafter expressed.

Based upon the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that:

1. The Company is a corporation duly incorporated and validly existing under the laws of the State of New York.

2. The shares of the Company’s Common Stock have been duly authorized and, upon issuance, delivery and payment therefor pursuant to terms of the Plan will be, validly issued, fully paid and non-assessable.

My opinions expressed above are limited to the laws of the State of New York.

I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement referred to above and further consent to the use of my name under the caption “Interests of Named Experts and Counsel” in the Registration Statement.

Very truly yours,

/S/ VINCENT P. HATTON

EX-23.2

EXHIBIT 23.2

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 10, 2010 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Corning Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

New York, New York

May 7, 2010

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

POWER OF ATTORNEY OF COMPANY DIRECTOR

KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of Corning Incorporated, a New York corporation (the “Corporation”), does hereby make, constitute and appoint James B. Flaws, Vincent P. Hatton and R. Tony Tripeny and each or any one of them, the undersigned’s true and lawful agents and attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), for the fiscal year ended December 31, 2009, or other applicable form, including any and all exhibits, schedules, amendments, supplements and supporting documents thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required under the 1934 Act; (2) one or more Registration Statements, on Form S-8, or other applicable forms, and all amendments, including post-effective amendments, thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended (the “1933 Act”), of securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC; and (3) one or more Registration Statements on Form S-3, or other applicable forms, establishing a universal shelf under Rule 415 of the 1933 Act, and any and all amendments or supplements thereto (including post-effective amendments), or any Registration Statements relating to the same offering of securities that are filed pursuant to Rule 462(b) of the 1933 Act, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument. This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney expressly provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney and subject hereof.

The “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statement below is required under New York State General Obligations Law. Notwithstanding anything to the contrary contained therein, this Power of Attorney is limited to the powers granted as described above and DOES NOT grant the agents and attorneys-in-fact the authority to spend the undersigned’s money or sell or dispose of the undersigned’s property.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided, or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IN WITNESS WHEREOF, each of the undersigned principals, has executed this Power of Attorney on the date indicated opposite his or her name.

[REMAINDER OF PAGE LEFT BLANK]

/s/ John Seely Brown	February 3, 2010
JOHN SEELY BROWN	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared John Seely Brown, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Robert F. Cummings, Jr.	February 3, 2010
ROBERT F. CUMMINGS, JR.	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Robert F. Cummings, Jr., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ James B. Flaws	February 3, 2010
JAMES B. FLAWS	Vice Chairman and Chief Financial Officer

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared James B. Flaws, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Gordon Gund	February 3, 2010
GORDON GUND	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Gordon Gund, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Carlos M. Gutierrez	February 3, 2010
CARLOS M. GUTIERREZ	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Carlos M. Gutierrez, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Kurt M. Landgraf	February 3, 2010
KURT M. LANDGRAF	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Kurt M. Landgraf, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ James J. O’Connor	February 3, 2010
JAMES J. O’CONNOR	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared James J. O’Connor, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Deborah D. Rieman	February 3, 2010
DEBORAH D. RIEMAN	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Deborah D. Rieman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ H. Onno Ruding	February 3, 2010
H. ONNO RUDING	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared H. Onno Ruding, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ William D. Smithburg	February 3, 2010
WILLIAM D. SMITHBURG	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared William D. Smithburg, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Hansel E. Tookes, II	February 3, 2010
HANSEL E. TOOKES, II	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Hansel E. Tookes, II, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Peter F. Volanakis	February 3, 2010
PETER F. VOLANAKIS	Chief Operating Officer

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Peter F. Volanakis, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Wendell P. Weeks	February 3, 2010
WENDELL P. WEEKS	Chairman and Chief Executive Officer

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Wendell P. Weeks, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Mark S. Wrighton	February 3, 2010
MARK S. WRIGHTON	Director

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Mark S. Wrighton, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give gifts to yourself or anyone else unless the Principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

IN WITNESS WHEREOF, each of the undersigned agents, has executed this Power of Attorney on the date indicated opposite his name.

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/s/ James B. Flaws	February 3, 2010
JAMES B. FLAWS	Agent and Attorney-in-Fact

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared James B. Flaws, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ Vincent P. Hatton	February 3, 2010
VINCENT P. HATTON	Agent and Attorney-in-Fact

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared Vincent P. Hatton, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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/s/ R. Tony Tripeny	February 3, 2010
R. TONY TRIPENY	Agent and Attorney-in-Fact

State of New York	)
County of New York	) ss.:

On the 3^rd day of February in the year before me, the undersigned, personally appeared R. Tony Tripeny, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Sherry L. Smith

Notary Public

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