CORNING INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT

1.

Award of Option. An Option award is evidenced by a written statement provided by the Corporation to an Option recipient (the “Optionee”). The statement will include the date of the Option grant (the “Option Grant Date”), the number of shares covered by the Option grant, the Option vesting dates, the Option exercise price, and the expiration date of the Option (the “Final Expiration Date”).

2.

Exercise of Option. An Option can be exercised on or after the date the Option (or a portion of the Option) becomes vested. For the specific vesting dates applicable to your Option grant, you can check the statement provided to you by the Company. No Option, however, can be exercised before it is vested or after its Final Expiration Date. For purposes of clarity, the Final Exercise Time could be sooner than the Final Expiration Date. The Final Exercise Time is 4:00 PM Eastern Time on the Final Expiration Date if that date is a trading date when the New York Stock Exchange is open (“Trading Date”). If the Final Expiration date is not a Trading Date, then the Final Exercise Time is 4:00 PM Eastern Time on the last preceding Trading Date prior to the Final Expiration Date.

3.

Non-Transferability. An Option is not transferable other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by the Optionee.

4.

Exercise for Cash or Stock. The purchase price of shares purchased through an Option exercise is payable in full with, or in a combination of, (a) cash, or (b) shares of Corning Common Stock owned by the Optionee duly endorsed or accompanied by stock powers executed in blank. If payment is made in whole or in part with shares of Corning Common Stock, the value of such Common Stock is calculated as the closing price of Corning Common Stock on the New York Stock Exchange on the day of purchase.

5.

Exercise After Termination of Employment, Death, Disability or Change in Control. The provisions covering the exercise of an Option following termination of employment, death, disability or change in control are as follows:

(a)

Retirement — If the Optionee’s employment shall terminate on account of retirement from the Corporation at or after age 55, or under a written Corporation approved special early retirement program, the Option award will be prorated (based on number of months from Option Grant Date to retirement date divided by 12) and such prorated Options will continue to vest on the normal vesting schedule following the Option Grant Date and be exercised for the remaining life of such option.

(b)

Involuntary Termination — If the Optionee’s employment shall be involuntarily terminated for any reason not otherwise separately addressed below, all vested Options: (i) may be exercised for ninety (90) days following such termination, or (ii) until the Final Expiration Date if sooner, to the extent such Options are exercisable at the date of such termination. All unvested Options on the date of termination are forfeited.

(c)

Disability — If the Optionee’s employment shall terminate as a result of a total and permanent disability (as that term is defined in the Corporation’s long-term disability plan(s)), an Option may continue to vest and be exercised during the remaining life of the option.

(d)

Divestiture, etc. — If the Optionee’s employment is terminated due to a Corporation approved reduction in force program or divestiture or discontinuance of certain of the Corporation’s operations, an Option may continue to vest and be exercised for three (3) years after termination of employment or until the Final Expiration Date if sooner.

(e)

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