0001193125-08-031868 Sample Contracts

FORM OF CORNING INCORPORATED CHANGE IN CONTROL AGREEMENT AMENDMENT NO. 2
Change in Control Agreement • February 15th, 2008 • Corning Inc /Ny • Drawing & insulating of nonferrous wire

Whereas Corning Incorporated (the “Company”) and (the “Executive”) entered into that certain Change in Control Agreement dated October 4, 2000 (the “Agreement”); and

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CORNING INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT (TERMS AND CONDITIONS)
Corning Incorporated • February 15th, 2008 • Corning Inc /Ny • Drawing & insulating of nonferrous wire

The following section summarizes the principal provisions of the 2005 Equity Participation Program as amended (the “Plan”). The terms of the Plan govern the administration of all non-qualified stock options (an “Option”) and other equity grants made by Corning Incorporated (the “Corporation”). A copy of the Plan can be obtained from the Corporation’s Secretary, One Riverfront Plaza, Corning, New York 14831-0001. If there is a discrepancy between this summary and the Plan, the terms of the Plan will govern.

FORM OF CORNING INCORPORATED OFFICER SEVERANCE AGREEMENT AMENDMENT
Officer Severance Agreement • February 15th, 2008 • Corning Inc /Ny • Drawing & insulating of nonferrous wire

Whereas Corning Incorporated (the “Company”) and (the “Executive”) entered into that certain Officer Severance Agreement dated February 1, 2004 (the “Agreement”); and

CORNING INCORPORATED INCENTIVE STOCK PLAN AGREEMENT (Restricted Stock Grant)
Incentive Stock Plan Agreement • February 15th, 2008 • Corning Inc /Ny • Drawing & insulating of nonferrous wire

This Incentive Stock Agreement dated December 6, 2006 between Corning Incorporated (“Corning” or the “Corporation”) and the employee named below is subject in all respects to Corning’s 2005 Employee Equity Participation Program, a copy of which may be obtained from the Corporation’s Secretary at One Riverfront Plaza, Corning, New York, 14831.

Amendment to Letter of Understanding Between Corning Incorporated and Wendell P. Weeks
Whereas Corning Incorporated • February 15th, 2008 • Corning Inc /Ny • Drawing & insulating of nonferrous wire • New York

This amendment (the “Amendment”), dated as of February 1, 2004, is entered into between Corning Incorporated, a corporation organized under the laws of the State of New York (“Corning” or the “Company”), and Wendell P. Weeks (the “Executive”) and amends the Letter of Understanding dated April 23, 2002 (the “Letter”) originally entered into between the Company and Executive as of December 6, 2000 and as subsequently amended on February 28, 2001, May 15, 2001 and December 1, 2001.

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