CORNING INCORPORATED
                           OFFICER SEVERANCE AGREEMENT
 
 
         This Agreement, 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 [James B. Flaws, James R. Houghton, Peter
F. Volanakis and Wendell P. Weeks each individually] (the "Executive").
 
         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of an Involuntary Termination (as hereinafter defined)
exists and that the occurrence of an Involuntary Termination can result in
significant uncertainties inherent in such a situation; and
 
         WHEREAS, the Company has had both informal and formal practices in this
area in the past, and the Board has determined that it is in the best interest
of the Company and its stockholders to have clarity over the obligations of the
Company to the Executive as a result of an Involuntary Termination; and
 
         WHEREAS, the Company and Executive agree that this Agreement shall
replace all previous plans, agreements and provisions, written or oral, and
become the sole agreement relating to Executive's Involuntary Termination from
the Company.
 
         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
 
 
         1.       TERM OF AGREEMENT. This Agreement shall commence as of
February 1, 2004 (the "Effective Date") and shall continue in effect until the
Executive leaves the employ of the Company for any reason or until the Executive
ceases to be an officer of Corning Incorporated. In the event that Executive
continues as an active employee of the Company but ceases to be an officer of
Corning Incorporated (except as a result of an assignment based outside the
United States), this Agreement shall become null and void and Executive shall
then be eligible for Corning's standard severance policy (in effect on the
Termination Date) provided to other salaried employees.
 
         2.       DEFINITIONS.
 
                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) the Executive's target percentage for the annual
Management Variable Compensation and GoalSharing plans (collectively, the "Bonus
Plans") times the Executive's base salary, pro-rated to the last day of the
month closest to the Termination Date.
 
                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
termination date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.
 
                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the Executive's Base Amount times the sum of a) Executive's
target percentage in effect on the termination date under the Company's
Management Variable Compensation Plan (also referred to as the Performance
Incentive Plan), and b) 5% target under the Company's GoalSharing plan.
 
 
 
<PAGE>
 
 
                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean
the Executive's:
 
                           (i) conviction of a felony or conviction of a
misdemeanor involving moral turpitude (from which no further appeals have been
or can be taken);
 
                           (ii) a material breach of Corning's Code of Conduct;
 
                           (iii) gross abdication of his duties as an employee
and officer of the Company (other than due to the Executive's illness or
personal family problems), which conduct remains uncured by the Executive for a
period of at least 30 days following written notice thereof to the Executive by
the Company, in each case as determined in good faith by the Company; or
 
                           (iv) misappropriation of Company assets, personal
dishonesty or business conduct which causes material or potentially material
financial or reputational harm for the Company. For purposes of this Section
2(d), no act or failure to act on the Executive's part shall be deemed to be a
termination for Cause if done, or omitted to be done, in good faith, and with
the reasonable belief that the action or omission was in the best interests of
the Company.
 
                  e. INVOLUNTARY TERMINATION. For purposes of this Agreement, an
"Involuntary Termination" shall mean that Executive's employment with the
Company is severed by the Company for reasons other than Cause. For purposes of
clarification, an Involuntary Termination does not include the following:
 
                           (i) a voluntary termination of employment (or
                  resignation) by the Executive for any reason;
 
                           (ii) the voluntary retirement of the Executive at or
                  after age 55 (or retirement at the eligible age under the
                  terms of a Selective Voluntary Early Retirement Program
                  (SVERP) offered by the Company);
 
                           (iii) a termination of employment as a result of
                  Disability or death of the Executive;
 
                           (iv) Executive's termination of employment as a
                  result of a sale of all or a part of its business (or
                  otherwise where it merges, divides, consolidates or
                  reorganizes) and Executive has the opportunity to continue
                  employment with the buyer (or one of the resulting entities in
                  any merger, division, consolidation or reorganization) with
                  comparable total compensation regardless of whether the job or
                  terms and conditions of employment are the same as applicable
                  during the Executive's prior employment with Corning and
                  regardless of whether the individual accepts or rejects such
                  employment opportunity; or
 
                           (v) a termination of employment as a result of a
                  Change In Control of the Company to the extent Executive has a
                  separate Change In Control agreement with the Company which
                  separately addresses that situation.
 
                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).
 
                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".
 
                  h. PERFORMANCE SHARES. For purposes of this Agreement,
"Performance Shares" shall mean any restricted stock award granted to the
Executive under the Company's Corporate Performance Plan or other long-term
incentive plan (to the extent Performance Shares are used in such plan(s)) while
the Executive was actively employed.
 
 
 
<PAGE>
 
 
                  i. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the last day of
active employment with the Company (the "Termination Date"), the benefits to be
received by the Executive and any applicable terms and conditions (which shall
include a release of all claims and liabilities arising out of Executive's
employment or termination of employment and an ongoing requirement to protect
the Company's confidential information). The Notice of Termination will not
become effective until it is signed by Executive and an authorized
representative of the Company within the time period specified in the Notice of
Termination.
 
                  j. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company whether by
operation of law or otherwise.
 
         3.       SEVERANCE BENEFITS
 
                  a. If, during the term of this Agreement, an Involuntary
Termination occurs, the Executive shall be entitled to the following
compensation and benefits:
 
                           (i) The Company shall pay Executive all Accrued
Compensation;
 
                           (ii)     The Company shall pay Executive 2.99 times
the sum of (A) the Base Amount and (B) the Bonus Amount;
 
                           (iii) Executive shall receive all vested benefits
earned under any Company-sponsored retirement or benefit plan in accordance
with the terms of those plans, including (only to the extent applicable) any
special terms previously provided to Executive in writing by the Company;
 
                           (iv) Notwithstanding anything to the contrary,
Executive shall receive an additional 2.99 years of service credit for purposes
of eligibility and vesting only under the Company's various qualified and
nonqualified retirement plan(s) that Executive participates in. In addition, to
the extent that Executive has been notified that he is an eligible participant
under the Company's Executive Supplemental Pension Plan (generally Senior Vice
President and above unless otherwise notified in writing), Executive shall
receive the following enhanced benefits:
 
         (A) Executive shall receive an additional 2.99 years of service credit
         added to Executive's actual service with Corning for purposes of the
         years of service multiplier under the Executive Supplemental Pension
         Plan pension formula; and
 
         (B) Executive's Final Average Pay shall be based on Executive's actual
         earnings with Corning and will take into consideration (to the extent
         it may be to Executive's advantage) Executive's severance benefits
         (i.e. the 2.99 years of Base Amount and Bonus Amount only). For
         purposes of this subsection only, and regardless of the lump-sum form
         of payment specified in Section 3(b), Executive's Base Amount will be
         divided by twelve and deemed to be paid on a monthly basis for three
         (3) years (commencing in the month following the month in which the
         Termination Date occurs) and Executive's Bonus Amount will be deemed to
         be paid each subsequent February for three (3) years following
         Executive's Termination Date.
 
                           (v) Executive shall be eligible for comprehensive
outplacement assistance equal to 20% of the Base Amount (up to a maximum of
$50,000) at the time of termination payable by the Company within one year
directly to an outside vendor selected by the Executive.  At the election of the
Executive, a one-time taxable payment up to a maximum of $25,000 may be paid in
lieu of the outplacement benefit provided in the preceding sentence.
 
                           (vi) the restrictions on any outstanding equity
incentive awards, including stock options, Performance Shares and restricted
stock, granted to the Executive under the Company's stock option and other stock
incentive plans shall be governed solely by the terms of those specific plans
and agreements. Nothing in this Agreement is intended to modify the terms and
conditions of such plans and agreements discussed in this section.
 
 
 
<PAGE>
 
 
                           (vii) for a number of months equal to twenty-four
(24) months (the "Continuation Period"), the Company shall continue on behalf
of the Executive and the Executive's eligible dependents, the medical, dental
and hospitalization benefits provided (A) to the Executive at any time during
the 90-day period prior to the Involuntary Termination or at any time thereafter
or (B) to other similarly situated executives who continue in the employ of the
Company during the Continuation Period. The coverage and benefits (including
deductibles, copays and employee contribution costs) provided in this Section
3(a)(vii) during the Continuation Period shall be no less favorable to the
Executive and the Executive's dependents than coverage provided to other
similarly situated active employees of the Company. The Company's obligation
under this Section 3(a)(vii) shall cease as soon as Executive becomes eligible
for another employer's medical, dental and hospitalization benefits during the
Continuation Period.
 
                           (viii) the Executive may request the Company to
purchase the Executive's principal residence in the Corning, New York area.
Such purchase must be finalized within 12 months of the Termination Date and
shall be made at the greater of (i) the residence's appraised value at the
Termination Date, as determined in accordance with the Company's relocation
policies in effect immediately prior to the Involuntary Termination, or (ii)
the total cost of the residence plus improvements and tax gross-up as applicable
("Protected Value"), as determined in accordance with the Company's Protected
Value policy in effect as of the date of this Agreement.
 
                  b. The amounts provided for in subsections 3(a)(i), 3(a)(ii)
and 3(a)(v) shall be paid in a single lump sum cash payment within thirty (30)
days of the Date of Termination (or the date the Notice of Termination becomes
effective, if later).
 
                  c. Except as otherwise provided in Section 3(a)(vii), the
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise, and no such
payment shall be offset or reduced by the amount of any compensation or benefits
provided to the Executive in any subsequent employment.
 
         4.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to all applicable withholdings of income and employment taxes.
 
         5.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives. This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal personal representative.
 
         6.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Vice President of Compensation & Benefits or the Vice President
of Human Resources of the Company.
 
         7.       NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company
(except for any severance or termination policies, plans, programs or practices)
and for which the Executive may qualify, nor shall anything herein limit or
reduce such rights as the Executive may have under any other agreements with the
Company. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.
 
         8.       NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.
 
 
 
<PAGE>
 
 
         9.       MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.
 
         10.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.
 
         11.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.
 
         12.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
 
         13.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect. Any and all previous agreements, practices
and programs between the Company and the Executive dealing with severance or a
Termination of Employment are null and void and given no effect.
 
         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.
 
         Corning Incorporated:
 
 
         By:     /s/ John P. MacMahon
              ------------------------------------------------
                 John P. MacMahon
                 Vice President, Global Compensation & Benefits
 
         Executive:
 
 
                 /s/
              ------------------------------------------------
              [each signed separately by James B. Flaws, James R. Houghton,
                  Peter F. Volanakis and Wendell P. Weeks.]
 
 
 

 

 

CORNING INCORPORATED
                           CHANGE IN CONTROL AGREEMENT
 
 
 
 
         This Agreement, 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 James R. Houghton (the "Executive").
 
         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of a Change in Control (as hereinafter defined) exists and
that the threat or the occurrence of a Change in Control can result in
significant distractions to its key management personnel because of the
uncertainties inherent in such a situation; and
 
         WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure the Executive's continued dedication and efforts in such event without
undue concern for the Executive's personal, financial and employment security;
and
 
         WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat or the occurrence of a Change
in Control, the Company desires to enter into this Agreement with the Executive
to provide the Executive with certain benefits in connection with a Change in
Control or a Potential Change in Control; and
 
         WHEREAS, this Agreement was originally authorized and approved by the
Compensation Committee of the Corning Board of Directors at its meeting on April
25, 2002, and supersede any other agreements, written or oral, dealing with the
Company's Change-in-Control Policy (the "CIC Policy").
 
         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
 
         1. TERM OF AGREEMENT. This Agreement shall commence as of February 1,
2004 (the "Effective Date") and shall continue in effect until the Executive
leaves the employ of the Company for any reason or until the Executive ceases to
be an officer of Corning Incorporated and is also notified in writing (within 90
days of ceasing to be an officer of Corning) that this Agreement is null and
void.
 
         2.       DEFINITIONS.
 
                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) the Executive's target percentage for the annual
Management Variable Compensation and GoalSharing plans (collectively, the "Bonus
Plans") times the Executive's base salary, pro-rated to the last day of the
month closest to the Termination Date.
 
                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
Termination Date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.
 
 
 
<PAGE>
 
 
                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the greater of (i) the average amount paid or payable to the
Executive under the Bonus Plans in the two (2) full calendar years preceding the
calendar year in which the Termination Date occurred, or (ii) the Executive's
target percentage (or, if higher, the percentage amount the Executive would have
been entitled to under the Bonus Plans for performance in the Termination Year
determined as of the last day of the month closest to the Termination Date)
times the Base Amount.
 
                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean
the Executive's:
 
                           (i) conviction of a felony or conviction of a
misdemeanor involving moral turpitude (from which no further appeals have been
or can be taken);
 
                           (ii) gross abdication of his duties as an employee
and officer of the Company (other than due to the Executive's illness or
personal family problems), which conduct remains uncured by the Executive for
a period of at least 30 days following written notice thereof to the Executive
by the Company, in each case as determined in good faith by the Company; or
 
                           (iii) misappropriation of Company assets, personal
dishonesty or business conduct which causes material or potentially material
financial or reputational harm for the Company. For purposes of this Section
2(d), no act or failure to act on the Executive's part shall be deemed to be a
termination for Cause if done, or omitted to be done, in good faith, and with
the reasonable belief that the action or omission was in the best interests of
the Company.
 
                  e. CHANGE IN CONTROL.  For purposes of this  Agreement,  a
"Change in Control"  shall mean any of the following events:
 
                           (i) Any person (as such term is used in Sections
13(d)  and 14(d)(2) of the Securities  Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, or such beneficial owner increases its ownership in
securities of the Company from 30% or more to 50% or more of the combined voting
power of the Company's then outstanding securities (thereby resulting in a
second Change in Control with respect to such beneficial owner and, accordingly,
an extension of the term of this Agreement pursuant to Section 1 hereof);
 
                           (ii) The individuals who are members of the Board as
of the date this Agreement is approved by the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; PROVIDED,
HOWEVER, that if the appointment, election or nomination for election by the
Company's stockholders, of any new director is approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of
this Agreement, be considered a member of the Incumbent Board; PROVIDED,
FURTHER, HOWEVER, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest;
 
                           (iii) Consummation of a merger, consolidation or
reorganization involving the Company, unless such merger, consolidation or
reorganization results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or parent thereof) more than fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity or parent thereof outstanding immediately after such merger,
consolidation, or reorganization;
 
                           (iv) A complete liquidation or dissolution of the
Company; or
 
                           (v) The sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a subsidiary).
 
                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).
 
 
 
<PAGE>
 
 
                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".
 
                  h. LONG-TERM CASH AMOUNT. For purposes of this Agreement,
"Long-Term Cash Amount" shall mean any cash award granted to the Executive under
the Company's Corporate Performance Plan while the Executive was actively
employed. For purpose of this Section, the cash award shall be multiplied by a
factor of 150%.
 
                  i. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the Termination
Date (as defined below), the specific termination provision in this Agreement
relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
 
                  j. POTENTIAL CHANGE IN CONTROL PERIOD. For purposes of this
Agreement, "Potential Change in Control Period" shall mean the period beginning
on the date of execution (during the term of this Agreement) of an agreement
with respect to a transaction the consummation of which would constitute or
result in a Change in Control, and ending on the date immediately following the
Change in Control date or the date on which such agreement is terminated or the
transaction contemplated therein otherwise is abandoned.
 
                  k. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company whether by
operation of law or otherwise.
 
                  l. TERMINATION DATE. For purposes of this Agreement,
"Termination Date" shall mean, in the case of the Executive's death, the
Executive's date of death and, in all other cases, the date specified in the
Notice of Termination; PROVIDED, HOWEVER, that if the Executive's employment is
terminated by the Company due to Disability, the date specified in the Notice of
Termination shall be at least 30 days from the date the Notice of Termination is
given to the Executive, provided that, in the case of Disability, the Executive
shall not have returned to the full-time performance of the Executive's duties
during such period of at least 30 days.
 
         3.       CHANGE IN CONTROL BENEFITS
 
                  a. If, during the term of this Agreement, a Change in Control
occurs, the Executive shall be entitled to the following compensation and
benefits:
 
                           (i) Following Executive's Termination Date, the
Company shall pay to the Executive the Accrued Compensation;
 
                           (ii) the restrictions on any Long-Term Cash Amount
shall lapse and such cash award shall become 100% vested and payable;
 
                           (iii) the restrictions on any outstanding equity
incentive awards, including stock options and restricted stock, granted to the
Executive under the Company's stock option and other stock incentive plans or
under any other incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested and, in the case of stock options, immediately
exercisable
 
                           (iv) the Company shall pay the Executive as severance
pay and in lieu of any further compensation for periods subsequent to the
Termination Date, in a single lump-sum payment, an amount in cash equal to
2.99 times the sum of (A) the Base Amount, and (B) the Bonus Amount. To the
extent Executive's employment with the Company continues after the Change in
Control and Executive subsequently receives a Notice of Termination within 12
months following the Change in Control, Executive shall not be entitled to
further severance pay during that period.
 
 
 
<PAGE>
 
 
                           (v) following Executive's Termination Date and for a
number of months equal to thirty-six (36) months (the "Continuation Period"),
the Company shall, at its expense, continue on behalf of the Executive and the
Executive's dependents and beneficiaries the life insurance, disability,
medical, dental and hospitalization benefits provided (A) to the Executive at
any time during the 90-day period prior to the Change in Control or at any time
thereafter or (B) to other similarly situated executives who continue in the
employ of the Company during the Continuation Period. The coverage and benefits
(including deductibles and costs) provided in this Section 3(b)(ii)(4) during
the Continuation Period shall be no less favorable to the Executive and the
Executive's dependents and beneficiaries, than the most favorable of such
coverage and benefits provided to Corning executives in general during any of
the periods referred to in clauses (A) and (B), above, of this subsection. This
subsection 3(b)(ii)(4) shall not be interpreted so as to limit any benefits to
which the Executive or the Executive's dependents or beneficiaries may be
entitled under any of the Company's employee benefit plans, programs or
practices following the Executive's termination of employment, including without
limitation, retiree medical and life insurance benefits. In lieu of the
continuation of benefits referenced in this subsection 3(b)(ii)(4), the
Executive may elect to waive such benefits and receive a one-time cash payment
of $75,000 within 30 days of the Executive's Termination Date in full
satisfaction of this provision;
 
                           (vi) the Executive may request the Company to
purchase the Executive's principal residence. Such purchase shall be made at the
greater of (i) the residence's appraised value at the Termination Date, as
determined in accordance with the Company's relocation policies in effect
immediately prior to the Potential Change in Control Period or Change in Control
(as applicable); (ii) the total cost of the residence plus improvements
("Protected Value"), as determined in accordance with the Company's
Protected Value policy in effect as of the date of this Agreement, or (iii) the
modified appraised market value defined to be the appraised market value of the
Executive's principal residence at a point in time prior to the Change in
Control announcement (the "Baseline") updated annually by an appropriate housing
inflation index, or until the next "Baseline" is established. For purposes of
this modified appraised value, the Company will undertake to obtain the
appraised market value of the Executive's principal residence, to establish the
Baseline, at least once every ten (10) years and no more frequently than once
every four (4) years, and will maintain records of the values calculated under
this modified appraised market value;
 
                           (vii) following Executive's Termination Date, the
Executive's pension benefit ("Pension Benefit") will be calculated under the
terms of the Company's Executive Supplemental Pension Plan after providing the
Executive with an additional five (5) years of credited service under the plan.
The Pension Benefit determined under this subsection 3(b)(ii)(7) shall commence
at age 55, or as of the Termination Date if the Executive is already at least
age 55, without giving effect to any actuarial reductions that may otherwise be
imposed by the plan; and
 
                           (viii) following Executive's Termination Date, the
Executive shall be eligible for comprehensive outplacement assistance up to a
maximum benefit equal to 20% of base pay at the time of termination payable by
the Company within one year directly to an outside vendor selected by the
Executive. At the election of the Executive, a one-time taxable payment of 20%
of base salary (up to a maximum of $65,000) may be paid in lieu of the benefit
provided in the preceding sentence.
 
                  b. The amount provided for in subsection 3(a)(iv) shall be
paid in a single lump sum cash payment within fourteen (14) days of a Change in
Control. Any other amounts provided for in this section after Executive's
Termination Date shall be paid or processed as soon as administratively
possible.
 
                  c. The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment.
 
         4.       NOTICE OF TERMINATION. During the Potential Change in Control
Period and on or following a Change in Control, any purported termination of the
Executive's employment shall be communicated by a Notice of Termination to the
Executive. For purposes of this Agreement, no such purported termination shall
be effective without such Notice of Termination.
 
 
 
<PAGE>
 
 
         5.       TAX GROSS-UP PAYMENTS
 
                  a. In the event that the severance and any other payments or
benefits (including, without limitation, any accelerated vesting of equity-based
awards) provided for in this Agreement or any other payments or benefits due to
the Executive (individually, a "Payment", and collectively, the "Payments") (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
Section, would be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then the Executive shall receive a full gross-up ("Tax
Gross-up") for any and all Excise Taxes imposed.
 
                  b. An initial determination as to whether the Excise Tax will
be imposed, the amount of the Excise Tax and the calculated Tax Gross-up shall
be made, at the Company's expense, by the accounting firm that is the Company's
independent accounting firm as of the date of the Change in Control (the
"Accounting Firm"). The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and
documentation, to the Company and the Executive within ten (10) days of the
Termination Date, if applicable, or such other time as requested by the Company
or by the Executive (provided the Executive reasonably believes that any of the
Payments may be subject to the Excise Tax) and, if the Accounting Firm
determines that no Excise Tax is payable by the Executive with respect to a
Payment or Payments, it shall furnish the Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten (10) days of the delivery of the
Determination to the Executive, the Executive shall have the right to dispute
the Determination (the "Dispute"). If there is no Dispute, the Determination
shall be binding, final and conclusive upon the Company and the Executive.
 
                  c. As a result of uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Tax Gross-Up payments not made by the Company
should have been made ("Underpayment"), or that Tax Gross-Up payments will have
been made by the Company which should not have been made ("Overpayments"). In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. In the case of an Underpayment,
the amount of such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive. In the case of an Overpayment, the Executive
shall, at the direction and expense of the Company, take such steps as are
reasonably necessary (including the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.
 
                  d. Any other provision of this Section 5 notwithstanding, if
the Excise Tax could be avoided by reducing the Payments by a present value
(determined in accordance with any proposed, temporary or final regulations
under Sections 280G or 4999 of the Code) of $45,000 or less, then the Payments
shall be reduced to the extent necessary to avoid the Excise Tax and no Tax
Gross-Up payment shall be made. If the Accounting Firm determines that the
Payments are to be reduced under the preceding sentence, then the Company shall
promptly give the Executive notice to that effect and a copy of the detailed
calculation thereof. The Executive may then elect, in the Executive's sole
discretion, which and how much of the Payments are to be eliminated or reduced
(as long as after such election no Excise Tax will be payable) and shall advise
the Company in writing of the Executive's election within 10 days of receipt of
notice. If no such election is made by the Executive within such 10-day period,
then the Company may elect which and how much of the Payments are to be
eliminated or reduced (as long as after such election no Excise Tax will be
payable) and shall notify the Executive promptly of such election.
 
         6.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to applicable withholdings of income and employment taxes.
 
         7.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.
 
 
 
<PAGE>
 
 
         8.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Chairman of the Board with a copy to the Secretary of the
Company. All notices and communications shall be denied to have been received on
the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon
receipt.
 
         9.       NON-EXCLUSIVITY OF RIGHTS; EFFECT ON CIC POLICY. Nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company (except for any severance or termination policies, plans,
programs or practices) and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any
other agreements with the Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Company shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement.
 
         10.       NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.
 
         11.      MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.
 
         12.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.
 
         13.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.
 
         14.      LEGAL FEES AND EXPENSES. The Company shall pay or reimburse
the Executive on an after-tax basis for all costs and expenses (including,
without limitation, court and arbitrations cost and reasonable legal fees and
expenses which reflect common practice with respect to the matters involved)
incurred by the Executive as a result of any claim, action or proceeding arising
out of this Agreement or the contesting, disputing or enforcing of any
provision, right or obligation under this Agreement, except where it is finally
determined that the Executive's position was entirely without merit and asserted
in bad faith.
 
         15.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
 
         16.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect.
 
 
 
<PAGE>
 
 
         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.
 
 
         Corning Incorporated:
 
 
         By:     /s/  John P. MacMahon
              ------------------------------------------------
                 John P. MacMahon
                 Vice President, Worldwide Compensation & Benefits
 
 
         Executive:
 
 
                 /s/  James R. Houghton
              ------------------------------------------------
                 James R. Houghton