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EXHIBIT 10.54
CORNING
INCORPORATED
OFFICER SEVERANCE
AGREEMENT
AMENDMENT NO. 2
Whereas Corning Incorporated (the “Company”)
and
(the “Executive”) entered into that certain Officer
Severance Agreement dated February 1, 2004 (the
“Agreement”); and
Whereas the Company and the Executive amended such
Agreement on December 12, 2007 (Amendment No. 1);
and
Whereas the Company and the Executive want to amend the
Agreement to take into account federal tax law changes under
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations issued thereunder.
Now Therefore
, the Company and Executive hereby
agree to the following amendments, which shall be effective as of
January 1, 2005:
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1.
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Subsection
3(a)(viii) of the Agreement is amended by replacing the second
sentence of such subsection with the following: “Such
purchase must take place and be finalized in the calendar year
following the year in which the Termination Date occurs and, if the
Executive is a “specified employee” (as defined in
Section 409A), on a date that is at least 6 months after 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
improvem
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