EXHIBIT 4.2
(FACE OF SECURITY)
THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) AND ANY
PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER NAME
REQUESTED BY THE DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
6.625% Notes due
2019
CORNING
INCORPORATED
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Issue Date:
May 12, 2009
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Maturity: May 15,
2019
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Principal
Amount: $250,000,000
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CUSIP No.: 219350AS4
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Registered:
R-1
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ISIN No.: US219350AS42
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Common Code: 040585281
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Corning Incorporated, a corporation
duly organized and existing under the laws of the State of New York
(herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Two Hundred Fifty Million
Dollars ($250,000,000) on May 15, 2019, and to pay interest
thereon from May 12, 2009 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year,
commencing November 15, 2009, and at the Maturity thereof, at
the rate of 6.625% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose
name this Security is registered at the close of business on the
Regular Record Date for such interest, which shall be May 1 or
November 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest so
payable, but not punctually paid or duly provided for, on any
Interest Payment Date will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall
be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid
in any other lawful manner not inconsistent with the requirements
of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and
premium, if any) and interest on this Security will be made at the
office or agency of the Company maintained for that purpose in New
York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts, against surrender of this Security in the
case of any payment due at the Maturity of the principal thereof
(other than any payment of interest that first becomes payable on a
day other than an Interest Payment Date); provided ,
however , that at the option of the Company, payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register; and provided , further , that if this
Security is a Global Security, payment may be made pursuant to the
Applicable Procedures of the Depositary as permitted in said
Indenture.
Reference is hereby made to the
further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
Dated: May 12, 2009
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[SEAL]
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CORNING
INCORPORATED
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By:
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Name:
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Mark S.
Rogus
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Title:
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Senior Vice
President and Treasurer
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Attest:
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Corporate
Secretary
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein and referred to in the within-mentioned
Indenture.
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Dated:
May 12, 2009
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THE BANK OF NEW YORK
MELLON TRUST COMPANY,
N.A.,
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as
Trustee
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Authorized
Signatory
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(REVERSE OF SECURITY)
6.625% Notes due 2019
This Security is one of a duly
authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2000
(herein called the “Indenture”, which term shall have
the meaning assigned to it in such instrument), as supplemented,
between the Company and The Bank of New York Mellon Trust Company,
N.A. (successor to JPMorgan Chase Bank, N.A., formerly The Chase
Manhattan Bank), as Trustee (herein called the
“Trustee”, which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $250,000,000.
The Securities of this series are
subject to redemption as follows:
The Securities will be redeemable in
whole at any time or in part from time to time, at the option of
the Company, at a redemption price equal to the greater of
(i) 100% of the principal amount of the Securities to be
redeemed; or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the
Securities to be redeemed (exclusive of interest accrued to the
date of redemption) discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the then current Treasury Rate plus 50 basis
points.
The Company will pay accrued and
unpaid interest on the principal amount being redeemed to the date
of redemption.
In connection with such optional
redemption, the following defined terms apply:
“Comparable Treasury
Issue” means the United States Treasury security selected by
an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the
Securities.
“Comparable Treasury
Price” means, with respect to any Redemption Date,
(1) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations.
“Independent Investment
Banker” means one of the Reference Treasury Dealers that the
Company appoints to act as the Independent Investment Banker from
time to time.
“Redemption Date” means
the date fixed for redemption of the Security by or pursuant to the
Indenture.
“Reference Treasury
Dealer” means each of J.P. Morgan Securities Inc. and
Deutsche Bank Securities Inc. and their respective successors, and
three other fir