Corning (GLW)

1. PURPOSE AND EFFECTIVE DATE

     a) Purpose. The Corning Incorporated 2005 Employee Equity Participation Program (the “Program” or “2005 Program”), as amended, is intended to benefit the shareholders of Corning Incorporated (“Corning” or “the Corporation”) by providing a means to attract, retain and reward key executives, managerial and technical employees (including officers and employees who are directors) and other persons who, while not employees, provide substantial advice or other assistance or services to the Corporation and its subsidiaries (all the foregoing individuals, collectively, are referred to as “employees”). No non-employee member of the Corporation’s Board of Directors (the “Board”) shall be eligible to participate in the Program. The award of shares, or options to purchase shares of the Corporation’s Common Stock, par value $.50 per share (“Corning Common Stock” or “Shares”), is designed to increase the recipient’s proprietary interest in the Corporation’s success; provide incentive compensation opportunities that are competitive with those of other similar companies; and more closely align the recipient’s interests with the interests of shareholders of the Corporation. The 2005 Program shall consist of two plans: (a) the 2005 Stock Option Plan and (b) the 2005 Incentive Stock Plan (collectively, the “Plans”).

     b) Effective Date. The Program shall become effective on the date it is approved by the affirmative vote of a majority of the votes cast at Corning’s 2005 Annual Meeting of Shareholders (the “Effective Date”) and will continue until May 1, 2010. No shares may be optioned or awarded and no rights to receive shares may be granted after the expiration of the 2005 Program.