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                                                                    EXHIBIT 1.01

                              CORNING INCORPORATED

                        DEBT SECURITIES AND DEBT WARRANTS


                             ----------------------
                             UNDERWRITING AGREEMENT
                             ----------------------


                                                               ________ __, ____


[List Underwriters]



Dear Sirs:

    From time to time Corning Incorporated, a New York corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) (i) certain of its debt securities (the "Debt Securities")
and/or (ii) warrants to purchase Debt Securities ("Debt Warrants" and the Debt
Securities issuable upon exercise of Debt Warrants, "Warrant Securities")
(collectively, the "Securities") specified in Schedule II to such Pricing
Agreement (with respect to such Pricing Agreement, the "Firm Securities" and
together with any Optional Securities, as defined below, the "Designated
Securities"), less the principal amount of Designated Securities covered by
Delayed Delivery Contracts, if any, as provided in Section 3 hereof and as may
be specified in Schedule II to such Pricing Agreement (with respect to such
Pricing Agreement, any Designated Securities to be covered by Delayed Delivery
Contracts being herein sometimes referred to as "Contract Securities" and the
Designated Securities to be purchased by the Underwriters (after giving effect
to the deduction, if any, for Contract Securities) being herein sometimes
referred to as "Underwriters' Securities").

    The Debt Securities will be issued under an Indenture, dated as of
_____________, 2000 (the "Indenture"), between the Company and The Chase
Manhattan Bank, as Trustee, and the Debt Warrants will be issued under a warrant
agreement (the "Warrant Agreement") between the Company and _______________, as
warrant agent, (the "Warrant Agent"). The particular terms of any issuance of
Securities will be determined at the time of offering. Debt Securities and Debt
Warrants may be offered together or separately, and if offered together, the
Debt Warrants may detach from the Debt Securities after the time of offering.

    1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement with respect to Designated Securities shall be substantially
in the form attached hereto as Annex I and shall
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specify the names of the Underwriters of such Designated Securities, the
names of the Representatives, if any, of such Underwriters, the principal
amount of the Firm Securities and the principal amount of Optional
Securities, if any, to be purchased by each Underwriter and the commission,
if any, payable to the Underwriter with respect thereto, whether any of such
Designated Securities shall be covered by Delayed Delivery Contracts (as
defined in Section 3 hereof), the purchase price to the Underwriters of such
Designated Securities, the nature of the funds to be delivered by the
Underwriters, the initial public offering price or the manner of determining
such price, if any, including, interest rates, if any, maturity, whether such
Securities will be convertible at the option of the holder thereof, any
conversion rates or price(s), whether Warrants shall be attached to Debt
Securities, any redemption provisions and any sinking fund requirements. A
Pricing Agreement shall be in the form of an executed writing (which may be
in counterparts, and may be evidenced by an exchange of telegraphic
communications or any other rapid transmission device designed to produce a
written record of communications transmitted). The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall be several
and not joint.

    2. The Company  represents  and warrants  to, and agrees with,  each of the
Underwriters that:

        (a) One or more registration statements on Form S-3, including a
    prospectus for use in connection with the Designated Securities pursuant to
    Rule 429 under the Securities Act of 1933, as amended (the "Act"), in
    respect of the Securities have been filed with the Securities and Exchange
    Commission (the "Commission"); such registration statements and any
    post-effective amendment thereto, each in the form heretofore delivered or
    to be delivered to the Representatives for each of the other Underwriters
    and, excluding exhibits to such registration statements, but including all
    documents incorporated by reference in the prospectuses contained therein,
    have been declared effective by the Commission in such form; other than a
    registration statement, if any, increasing the size of the offering (a "Rule
    462(b) Registration Statement"), filed pursuant to Rule 462(b) under the
    Act, which became effective upon filing, no other document with respect to
    such registration statements or document incorporated by reference therein
    has heretofore been filed or transmitted for filing with the Commission;
    such prospectus included for use in connection with the Securities pursuant
    to Rule 429 under the Act meets the requirements of the Act and the rules
    and regulations thereunder for use of such prospectus in connection with the
    Securities; and no stop order suspending the effectiveness of any of such
    registration statements, any post-effective amendment thereto, or the Rule
    462(b) Registration Statement, if any, has been issued and no proceeding for
    that purpose has been initiated or, to the Company's knowledge, threatened
    by the Commission. Any preliminary prospectus included in either of such
    registration statements or filed with the Commission pursuant to Rule 424(a)
    of the rules and regulations of the Commission under the Act, is hereinafter
    called a "Preliminary Prospectus;" the various parts of such registration
    statements and the Rule 462(b) Registration Statement, if any, including all
    exhibits thereto and the documents incorporated by reference in the
    prospectuses contained in such registration statements and the Rule 462(b)
    Registration Statement, if any, at the time such part of such registration
    statements or such part of the Rule 462(b) Registration Statement, if any,
    became or hereafter becomes effective but excluding Form T-1, each as
    amended at the time such part of the registration statements or such part of
    the Rule 462(b) Registration Statement, if any, became effective and at the
    time each incorporated document was filed with the Commission is hereinafter
    called the "Registration Statement;" the prospectus relating to the
    Securities, in the form in which it has most recently been filed, or
    transmitted for filing, with the Commission on or prior to the date of this
    Agreement, is hereinafter called the "Prospectus;" any reference herein to
    any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
    include the documents incorporated by reference therein pursuant to the
    applicable form under the Act, as of the date of such Preliminary Prospectus
    or Prospectus, as the case may be; any reference to any amendment or
    supplement to any Preliminary Prospectus or the Prospectus shall be deemed
    to refer to and include any documents filed after the date of such
    Preliminary Prospectus or Prospectus, as the case may be, under the
    Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
    incorporated by reference


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    in such Preliminary Prospectus or Prospectus, as the case may be; any
    reference to any amendment to the Registration Statement shall be deemed to
    refer to and include any annual report of the Company filed pursuant to
    Section 13(a) or 15(d) of the Exchange Act after the effective date of the
    Registration Statement that is incorporated by reference in the Registration
    Statement; and any reference to the Prospectus as amended or supplemented
    shall be deemed to refer to the Prospectus as amended or supplemented in
    relation to the applicable Designated Securities in the form in which it is
    filed with the Commission pursuant to Rule 424(b) under the Act in
    accordance with Section 5(a) hereof, including any documents incorporated by
    reference therein as of the date of such filing;

        (b) The documents incorporated by reference in the Prospectus, when they
    became effective or were filed with the Commission, as the case may be,
    conformed in all material respects to the requirements of the Act or the
    Exchange Act, as applicable, and the rules and regulations of the Commission
    thereunder, and none of such documents contained an untrue statement of a
    material fact or omitted to state a material fact required to be stated
    therein or necessary to make the statements therein not misleading; and any
    further documents so filed and incorporated by reference in the Prospectus
    or any further amendment or supplement thereto, when such documents become
    effective or are filed with the Commission, as the case may be, will conform
    in all material respects to the requirements of the Act or the Exchange Act,
    as applicable, and the rules and regulations of the Commission thereunder
    and will not contain an untrue statement of a material fact or omit to state
    a material fact required to be stated therein or necessary to make the
    statements therein not misleading; provided, however, that this
    representation and warranty shall not apply to any statements or omissions
    made in reliance upon and in conformity with information furnished in
    writing to the Company by an Underwriter of Designated Securities through
    the Representatives expressly for use in the Prospectus as amended or
    supplemented relating to such Securities;

        (c) The Registration Statement and the Prospectus conform, and any
    further amendments or supplements to the Registration Statement or the
    Prospectus will conform, in all material respects to the requirements of the
    Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture
    Act") and the rules and regulations of the Commission thereunder and do not
    and will not, as of the applicable effective date as to the Registration
    Statement and any amendment thereto and as of the applicable filing date as
    to the Prospectus and any amendment or supplement thereto, contain an untrue
    statement of a material fact or omit to state a material fact required to be
    stated therein or necessary to make the statements therein not misleading;
    provided, however, that this representation and warranty shall not apply to
    any statements or omissions made in reliance upon and in conformity with
    information furnished in writing to the Company by an Underwriter of
    Designated Securities through the Representatives expressly for use in the
    Prospectus as amended or supplemented relating to such Securities;

        (d) Neither the Company nor any of its subsidiaries has sustained since
    the date of the latest audited financial statements included or incorporated
    by reference in the Prospectus any material loss or interference with its
    business from fire, explosion, flood or other calamity, whether or not
    covered by insurance, or from any labor dispute or court or governmental
    action, order or decree, otherwise than as set forth or contemplated in the
    Prospectus; and, since the respective dates as of which information is given
    in the Registration Statement and the Prospectus, there has not been any
    change in the capital stock or long-term debt of the Company or any of its
    subsidiaries or any material adverse change, or any development involving a
    prospective material adverse change, in or affecting the general affairs,
    management, financial position, stockholders' equity or results of
    operations of the Company and its subsidiaries, otherwise than as set forth
    or contemplated in the Prospectus;


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        (e) The Company has been duly incorporated and is validly existing as a
    corporation in good standing under the laws of the jurisdiction of its
    incorporation, with power and authority (corporate and other) to own its
    properties and conduct its business as described in the Prospectus;

        (f)    The Company  has an  authorized  capitalization  as set forth in
    the  Prospectus,  and all of the  issued  shares of  capital  stock of the
    Company  have been duly and  validly  authorized  and issued and are fully
    paid and nonassessable;

        (g) The Firm Securities and any Optional Securities have been duly and
    validly authorized, and, when the Firm Securities are issued and delivered
    pursuant to this Agreement, and the Pricing Agreement with respect to such
    Designated Securities and, in the case of any Contract Securities, pursuant
    to Delayed Delivery Contracts (as defined in Section 3 hereof) with respect
    to such Contract Securities, and in the case of any Optional Securities
    pursuant to Over-allotment Options (as defined in Section 3 hereof) with
    respect to such Securities, such Designated Securities will have been duly
    executed, authenticated, issued and delivered and will constitute valid and
    legally binding obligations of the Company entitled to the benefits provided
    by the Indenture and the Warrant Agreement, as applicable, both of which
    will be substantially in the form filed as an exhibit to the Registration
    Statement; each of the Indenture and the Warrant Agreement has been duly
    authorized and, at the Time of Delivery for such Designated Securities (as
    defined in Section 4 hereof), each of the Indenture and the Warrant
    Agreement will constitute a valid and legally binding instrument,
    enforceable in accordance with its terms, subject, as to enforcement, to
    bankruptcy, insolvency, reorganization and other laws of general
    applicability relating to or affecting creditors' rights and to general
    equity principles; and each of the Indenture and the Warrant Agreement
    conforms, and the Designated Securities will conform, to the descriptions
    thereof contained in the Prospectus as amended or supplemented with respect
    to such Designated Securities;

        (h) The issue and sale of the Securities and the compliance by the
    Company with all of the provisions of the Securities, the Indenture, the
    Warrant Agreement, each of the Delayed Delivery Contracts, this Agreement
    and any Pricing Agreement and each Over-allotment Option, if any, and the
    consummation of the transactions herein and therein contemplated will not
    conflict with or result in a breach of any of the terms or provisions of, or
    constitute a default under, any material indenture, mortgage, deed of trust,
    loan agreement or other agreement or instrument to which the Company is a
    party or by which the Company is bound or to which any of the property or
    assets of the Company is subject, nor will such action result in any
    violation of the provisions of the Restated Certificate of Incorporation or
    the By-Laws of the Company or any statute or any order, rule or regulation
    of any court or governmental agency or body having jurisdiction over the
    Company or any of its properties; and no consent, approval, authorization,
    order, registration or qualification of or with any such court or
    governmental agency or body is required for the issue and sale of the
    Securities or the consummation by the Company of the transactions
    contemplated by this Agreement or any Pricing Agreement or any
    Over-allotment Option, or the Warrant Agreement or the Indenture or any
    Delayed Delivery Contract except such as have been, or will have been prior
    to the Time of Delivery, obtained under the Act and the Trust Indenture Act
    and such consents, approvals, authorizations, registrations or
    qualifications as may be required under state securities or Blue Sky laws in
    connection with the purchase and distribution of the Securities by the
    Underwriters;

        (i) The statements set forth in the Prospectus under the captions
    "Description of Debt Securities" and "Description of Debt Warrants", insofar
    as they purport to constitute a summary of the terms of the Securities and
    under the captions "Plan of Distribution" and "Underwriting" insofar as they
    purport to describe the provisions of the documents referred to therein, are
    accurate, complete and fair in all material respects;


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        (j) Neither the Company nor any of its subsidiaries is in violation of
    its Restated Certificate of Incorporation or By-laws or in default in the
    performance or observance of any material obligation, agreement, covenant or
    condition contained in any indenture, mortgage, deed of trust, loan
    agreement, lease or other agreement or instrument to which it is a party or
    by which it or its properties may be bound, excepting violations or defaults
    which do not have, or are reasonably likely not to have, an effect which is
    materially adverse to the assets, business, operations, income or condition
    (financial or otherwise) of the Company and its subsidiaries taken as a
    whole ;

        (k) Other than as set forth or contemplated in the Prospectus, there are
    no legal or governmental proceedings pending to which the Company or any of
    its subsidiaries is a party or of which any property of the Company or any
    of its subsidiaries is the subject which, if determined adversely to the
    Company or any of its subsidiaries, would individually or in the aggregate
    have a material adverse effect on the consolidated financial position,
    stockholders' equity or results of operations of the Company and its
    subsidiaries; and, to the best of the Company's knowledge, no such
    proceedings are threatened or contemplated by governmental authorities or
    threatened by others;

        (l) The Company is not and, after giving effect to the offering and sale
    of the Securities, will not be an "investment company" or an entity
    "controlled" by an "investment company", as such terms are defined in the
    Investment Company Act of 1940, as amended (the "Investment Company Act");

        (m)  Neither the Company nor any of its  affiliates  does business with
    the  government  of Cuba or with any person or  affiliate  located in Cuba
    within the meaning of Section 517.075, Florida Statutes; and

        (n) In the event any of the Securities are purchased pursuant to Delayed
    Delivery Contracts, each of such Delayed Delivery Contracts has been duly
    authorized by the Company and, when executed and delivered by the Company
    and the purchaser named therein, will constitute a valid and legally binding
    agreement of the Company enforceable in accordance with its terms, subject,
    as to enforcement, to bankruptcy, insolvency, reorganization and other laws
    of general applicability relating to or affecting creditors' rights and to
    general equity principles; and any Delayed Delivery Contracts conform to the
    description thereof in the Prospectus.

    3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representatives of the release of such Firm
Securities, the several Underwriters propose to offer such Firm Securities for
sale upon the terms and conditions set forth in the Prospectus as amended or
supplemented.

    The Company may specify in the Pricing Agreement applicable to any
Designated Securities that the Company thereby grants to the Underwriters the
right (an "Over-allotment Option") to purchase at their election up to the
aggregate principal amount of Securities (the "Optional Securities") set forth
in such Pricing Agreement, at the terms set forth in the paragraph above, for
the sole purpose of covering over-allotments in the sale of the Firm Securities.
Any such election to purchase Optional Securities may be exercised only by
written notice from the Representatives to the Company, given within a period
specified in the Pricing Agreement, setting forth the aggregate principal amount
of Optional Securities to be purchased and the date on which such Optional
Securities are to be delivered, as determined by the Representatives but in no
event earlier than the First Time of Delivery (as defined in Section 4 hereof)
or, unless the Representatives and the Company otherwise agree in writing,
earlier than or later than the respective number of business days after the date
of such notice set forth in such Pricing Agreement.

    The aggregate principal amount of Optional Securities to be added to the
aggregate principal amount of Firm Securities to be purchased by each
Underwriter as set forth in Schedule I to the Pricing Agreement


                                       5
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applicable to such Designated Securities shall be, in each case, the aggregate
principal amount of Optional Securities which the Company has been advised by
the Representatives have been attributed to such Underwriter, provided that, if
the Company has not been so advised, the aggregate principal amount of Optional
Securities to be so added shall be, in each case, that proportion of Optional
Securities which the aggregate principal amount of Firm Securities to be
purchased by such Underwriter under such Pricing Agreement bears to the
aggregate principal amount of Firm Securities. The total principal amount of
Designated Securities to be purchased by all the Underwriters pursuant to such
Pricing Agreement shall be the aggregate principal amount of Firm Securities set
forth in Schedule I to such Pricing Agreement plus the aggregate principal
amount of the Optional Securities which the Underwriters elect to purchase.

    The Company may specify in Schedule II to the Pricing Agreement applicable
to any Designated Securities that the Underwriters are authorized to solicit
offers to purchase Designated Securities from the Company pursuant to delayed
delivery contracts (herein called "Delayed Delivery Contracts"), substantially
in the form of Annex III attached hereto but with such changes therein as the
Representatives and the Company may authorize or approve. If so specified, the
Underwriters will endeavor to make such arrangements, and as compensation
therefor the Company will pay to the Representatives, for the accounts of the
Underwriters, at the Time of Delivery (as defined in Section 4 hereof), such
commission, if any, as may be set forth in such Pricing Agreement. Delayed
Delivery Contracts, if any, are to be with investors of the types described in
the Prospectus and subject to other conditions therein set forth. The
Underwriters will not have any responsibility with respect to the validity or
performance of any Delayed Delivery Contracts.

    The aggregate principal amount of Contract Securities to be deducted from
the aggregate principal amount of Designated Securities to be purchased by each
Underwriter as set forth in Schedule I to the Pricing Agreement applicable to
such Designated Securities shall be, in each case, the aggregate principal
amount of Contract Securities which the Company has been advised by the
Representatives have been attributed to such Underwriter, provided that, if the
Company has not been so advised, the amount of Contract Securities to be so
deducted shall be, in each case, that proportion of Contract Securities which
the aggregate principal amount of Designated Securities to be purchased by such
Underwriter under such Pricing Agreement bears to the aggregate principal amount
of the Designated Securities (rounded as the Representatives may determine). The
aggregate principal amount of Underwriters' Securities to be purchased by all
the Underwriters pursuant to such Pricing Agreement shall be the aggregate
principal amount of Designated Securities set forth in Schedule I to such
Pricing Agreement less the principal amount of the Contract Securities. The
Company will deliver to the Representatives not later than 3:30 p.m., New York
City time, on the third business day preceding the Time of Delivery specified in
the applicable Pricing Agreement (or such other time and date as the
Representatives and the Company may agree upon in writing) a written notice
setting forth the aggregate principal amount of Contract Securities.

    4. Certificates for the Firm Securities and the Optional Securities, if any,
to be purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in definitive form to the extent practicable and in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to the Company, shall be delivered
by or on behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by the method specified in such Pricing Agreement, (i)
with respect to the Firm Securities, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "First Time of Delivery" and (ii) with respect to
the Optional Securities, if any, on the time and date specified by the
Representatives in the written notice given by the Representatives of the
Underwriters' election to purchase such Optional Securities, or at such other
time and date as the Representatives and the Company may agree upon in writing,
such time and date, if not the First Time of Delivery, herein called the "Second
Time of Delivery." Each such time and date for delivery is herein called a "Time
of Delivery." "New York


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Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday, and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

    Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts of
the Underwriters funds payable to the order of the party designated, and in the
method specified, in the Pricing Agreement relating to such Securities in the
amount of any compensation payable by the Company to the Underwriters in respect
of any Delayed Delivery Contracts as provided in Section 3 hereof and the
Pricing Agreement relating to such Securities.

    5. The Company agrees with each of the Underwriters of any Designated
Securities:

        (a) To prepare the Prospectus as amended and supplemented in relation to
    the applicable Designated Securities in a form approved by the
    Representatives and to file such Prospectus pursuant to Rule 424(b) under
    the Act not later than the Commission's close of business on the second
    business day following the execution and delivery of the Pricing Agreement
    relating to the applicable Designated Securities or, if applicable, such
    earlier time as may be required by Rule 424(b); to make no further amendment
    or any supplement to the Registration Statement or Prospectus as amended or
    supplemented after the date of the Pricing Agreement relating to such
    Securities and prior to the Time of Delivery for such Securities which
    amendment or supplement shall be disapproved by the Representatives for such
    Securities promptly after reasonable notice thereof; to advise the
    Representatives promptly of any such amendment or supplement after such Time
    of Delivery and furnish the Representatives with copies thereof; to file
    promptly all reports and any definitive proxy or information statements
    required to be filed by the Company with the Commission pursuant to Section
    13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of
    a prospectus is required in connection with the offering or sale of such
    Securities, and during such same period to advise the Representatives,
    promptly after it receives notice thereof, of the time when any amendment to
    the Registration Statement has been filed or becomes effective or any
    supplement to the Prospectus or any amended Prospectus has been filed with
    the Commission, of the issuance by the Commission of any stop order or of
    any order preventing or suspending the use of any prospectus relating to the
    Securities, of the suspension of the qualification of such Securities for
    offering or sale in any jurisdiction, of the initiation or threatening of
    any proceeding for any such purpose, or of any request by the Commission for
    the amending or supplementing of the Registration Statement or Prospectus or
    for additional information; and, in the event of the issuance of any such
    stop order or of any such order preventing or suspending the use of any
    prospectus relating to the Securities or suspending any such qualification,
    to use promptly its best efforts to obtain its withdrawal;

        (b) Promptly from time to time to take such action as the
    Representatives may reasonably request to qualify such Securities for
    offering and sale under the securities laws of such jurisdictions as the
    Representatives may reasonably request and to comply with such laws so as to
    permit the continuance of sales and dealings therein in such jurisdictions
    for as long as may be necessary to complete the distribution of such
    Securities, provided that in connection therewith the Company shall not be
    required to qualify as a foreign corporation or to file a general consent to
    service of process in any jurisdiction;

        (c) To furnish the Underwriters with copies of the Prospectus as amended
    or supplemented in such quantities as the Representatives may from time to
    time reasonably request, and, if the delivery of a prospectus is required at
    any time in connection with the offering or sale of the Securities and if at
    such time any event shall have occurred as a result of which the Prospectus
    as then amended or supplemented would include an untrue statement of a
    material fact or omit to state any material fact necessary in order to make
    the statements therein, in the light of the circumstances under which they
    were made when such Prospectus is delivered, not misleading, or, if for any
    other reason it shall be necessary during such same


                                       7
<PAGE>

    period to amend or supplement the Prospectus or to file under the Exchange
    Act any document incorporated by reference in the Prospectus in order to
    comply with the Act, the Exchange Act or the Trust Indenture Act, to notify
    the Representatives and upon their request to file such document and to
    prepare and furnish without charge to each Underwriter and to any dealer in
    securities as many copies as the Representatives may from time to time
    reasonably request of an amended Prospectus or a supplement to the
    Prospectus which will correct such statement or omission or effect such
    compliance;

        (d) To make generally available to its securityholders as soon as
    practicable, but in any event not later than eighteen months after the
    effective date of the Registration Statement (as defined in Rule 158(c)
    under the Act), an earnings statement of the Company and its subsidiaries
    (which need not be audited) complying with Section 11(a) of the Act and the
    rules and regulations of the Commission thereunder (including, at the option
    of the Company, Rule 158 under the Act);

        (e) During the period beginning from the date of the Pricing Agreement
    for such Designated Securities and continuing to and including the earlier
    of (i) the termination of trading restrictions for such Designated
    Securities and (ii) the Time of Delivery for such Designated Securities not
    to offer, sell, contract to sell or otherwise dispose of any securities of
    the Company which are substantially similar to the Designated Securities and
    which mature more than one year after the related Time of Delivery without
    your prior written consent; and

        (f) If the Company elects to rely upon Rule 462(b), the Company shall
    file a Rule 462(b) Registration Statement with the Commission in compliance
    with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this
    Agreement, and the Company shall at the time of filing either pay to the
    Commission the filing fee for the Rule 462(b) Registration Statement or give
    irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
    under the Act.

    6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Warrant Agreement, any Delayed Delivery Contracts, and Blue Sky and Legal
Investment Memoranda and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing the Securities; (vii) the fees and expenses of any Trustee,
any Warrant Agent, any Registrar, any Transfer Agent, Dividend Disbursing Agent,
or any Calculation Agent and any agent of any Trustee, Warrant Agent, Registrar,
Transfer Agent, Dividend Disbursing Agent, or any Calculation Agent and the fees
and disbursements of counsel for any such persons in connection with any
Indenture, any Warrant Agent Agreement, any Calculation Agent Agreement and the
Securities; and (viii) all other costs and expenses incident to the performance
of the Company's obligations hereunder and under any Over-allotment Options and
under any Delayed Delivery Contracts which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.


                                       8
<PAGE>

    7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of each Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed in all material respects all of its obligations hereunder theretofore
to be performed, and the following additional conditions:

        (a) The Prospectus as amended or supplemented in relation to the
    applicable Designated Securities shall have been filed with the Commission
    pursuant to Rule 424(b) within the applicable time period prescribed for
    such filing by the rules and regulations under the Act and in accordance
    with Section 5(a) hereof; no stop order suspending the effectiveness of the
    Registration Statement or any part thereof shall have been issued and no
    proceeding for that purpose shall have been initiated or threatened by the
    Commission; and all requests for additional information on the part of the
    Commission shall have been complied with to the Representatives' reasonable
    satisfaction;

        (b) Sullivan & Cromwell, counsel for the Underwriters, shall have
    furnished to the Representatives such opinion or opinions, dated each Time
    of Delivery for such Designated Securities, with respect to the
    incorporation of the Company, the validity of the Indenture, the Designated
    Securities, the Delayed Delivery Contracts, if any, the Registration
    Statement, the Prospectus as amended or supplemented and other related
    matters as the Representatives may reasonably request, and such counsel
    shall have received such papers and information as they may reasonably
    request to enable them to pass upon such matters;

        (c) William D. Eggers, Esq., General Counsel of the Company, shall have
    furnished to the Representatives his written opinion, dated the Time of
    Delivery for such Designated Securities, in form and substance satisfactory
    to the Representatives, to the effect that:

            (i) The Company has been duly incorporated and is validly existing
        as a corporation in good standing under the laws of the State of New
        York, with power and authority (corporate and other) to own its
        properties and conduct its business as described in the Prospectus as
        amended or supplemented;

            (ii) The Company has an authorized capitalization as set forth in
        the Prospectus as amended or supplemented and all of the issued shares
        of capital stock of the Company have been duly and validly authorized
        and issued and are fully paid and non-assessable;

            (iii) With such exceptions as are not material, the Company has been
        duly qualified as a foreign corporation for the transaction of business
        and is in good standing under the laws of each other jurisdiction in
        which it owns or leases properties so as to require such qualification
        (such counsel being entitled to rely in respect of the opinion in this
        clause upon opinions of local counsel, and, as to matters of fact, upon
        certificates of officers of the Company, provided that such counsel
        shall state that he believes that both you and he are justified in
        relying upon such opinions and certificates);

            (iv) To the best of such counsel's knowledge and other than as set
        forth in the Prospectus, there are no legal or governmental proceedings
        pending to which the Company or any of its subsidiaries is a party or of
        which any property of the Company or any of its subsidiaries is the
        subject (other than as set forth in the Prospectus and other than
        litigation incident to the kind of business conducted by the Company and
        its subsidiaries, none of which litigation is material to the Company
        and its subsidiaries considered as a whole) which, if determined
        adversely to the


                                       9
<PAGE>

        Company or any of its subsidiaries, as the case may be, would
        individually or in the aggregate have a material adverse effect on the
        consolidated financial position, stockholders' equity or results of
        operations of the Company and its subsidiaries; and to the best of such
        counsel's knowledge no such proceedings are threatened by governmental
        authorities or by others; and such counsel has not received notice that
        any such proceedings are contemplated by governmental authorities;

            (v) This Agreement and the Pricing Agreement with respect to the
        Designated Securities have been duly authorized, executed and delivered
        by the Company;

            (vi) The Designated Securities have been duly authorized, executed,
        authenticated, issued and delivered and constitute valid and legally
        binding obligations of the Company entitled to the benefits provided by
        the Indenture; the Warrant Securities have been duly authorized,
        executed, authenticated, issued and delivered and constitute valid and
        legally binding obligations of the Company entitled to the benefits
        provided by the Warrant Agreement; and the Designated Securities and the
        Indenture and the Warrant Agreement conform as to legal matters to the
        descriptions thereof in the Prospectus as amended or supplemented;

            (vii) Each of the Indenture and the Warrant Agreement has been duly
        authorized, executed and delivered by the parties thereto and
        constitutes a valid and legally binding instrument, enforceable in
        accordance with its terms, subject, as to enforcement, to bankruptcy,
        insolvency, reorganization and other laws of general applicability
        relating to or affecting creditors' rights and to general equity
        principles; and the Indenture has been duly qualified under the Trust
        Indenture Act;

        The Contract Securities when authenticated, executed, issued and
        delivered pursuant to the Indenture and the Delayed Delivery Contracts
        and paid for in accordance with the Delayed Delivery Contracts will
        constitute valid and binding obligations of the Company entitled to the
        benefits provided by each of the Indenture and the Warrant Agreement and
        enforceable in accordance with their terms, subject, as to enforcement,
        to bankruptcy, insolvency, reorganization, and other laws of general
        applicability relating to or affecting creditors' rights and to general
        principles of equity.

            (viii) The issue and sale of the Designated Securities and the
        compliance by the Company with all of the provisions of the Designated
        Securities, the Indenture, the Warrant Agreement, each of the Delayed
        Delivery Contracts, if any, any Over-allotment Options, this Agreement
        and the Pricing Agreement with respect to the Designated Securities and
        the consummation of the transactions herein and therein contemplated
        will not conflict with or result in a breach or violation of any of the
        terms or provisions of, or constitute a default under, any material
        indenture, mortgage, deed of trust, loan agreement or other agreement or
        instrument known to such counsel to which the Company is a party or by
        which the Company is bound or to which any of the property or assets of
        the Company is subject, nor will such actions result in any violation of
        the provisions of the Restated Certificate of Incorporation or the
        By-Laws of the Company or any statute or any violation of any material
        order, rule or regulation known to such counsel of any court or
        governmental agency or body having jurisdiction over the Company or any
        of its properties;

            (ix) No consent, approval, authorization, order, registration or
        qualification of or with any such court or governmental agency or body
        is required for the issue and sale of the Designated Securities or the
        consummation by the Company of the transactions contemplated by this
        Agreement or such Pricing Agreement or the Indenture or the Warrant
        Agreement or any of such Delayed Delivery Contracts or any
        Over-allotment Options, except such as have been obtained under the Act
        and the Trust Indenture Act and such consents, approvals,
        authorizations, registrations or qualifications as


                                       10
<PAGE>

        may be required under state securities or Blue Sky laws in connection
        with the purchase and distribution of the Designated Securities by the
        Underwriters;

            (x) The statements set forth in the Prospectus under the captions
        "Description of Debentures", "Description of Debt Securities" and
        "Description of Debt Warrants", insofar as they purport to constitute a
        summary of the terms of the Securities and the Designated Securities,
        and under the captions "Plan of Distribution" and "Underwriting",
        insofar as they purport to describe the provisions of the documents
        referred to therein, are accurate, complete and fair in all material
        respects;

            (xi) The Company is not an "investment company" or an entity
        "controlled" by an "investment company", as such terms are defined in
        the Investment Company Act;

            (xii) The documents incorporated by reference in the Prospectus as
        amended or supplemented (other than the financial statements, related
        schedules and other accounting information contained or incorporated by
        reference therein, or omitted therefrom, as to which such counsel need
        express no opinion), when they became effective or were filed with the
        Commission, as the case may be, complied as to form in all material
        respects with the requirements of the Act or the Exchange Act, as
        applicable, and the rules and regulations of the Commission thereunder;
        and such counsel has no reason to believe that any of such documents,
        when they became effective or were so filed, as the case may be,
        contained, in the case of a registration statement which became
        effective under the Act, an untrue statement of a material fact or
        omitted to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading, or, in the case
        of other documents which were filed under the Act or the Exchange Act
        with the Commission, an untrue statement of a material fact or omitted
        to state a material fact necessary in order to make the statements
        therein, in the light of the circumstances under which they were made
        when such documents were so filed, not misleading;

            (xiii) The Registration Statement and the Prospectus as amended or
        supplemented and any further amendments and supplements thereto made by
        the Company prior to the Time of Delivery for the Designated Securities
        (other than the financial statements, related schedules and other
        accounting information contained or incorporated by reference therein,
        or omitted therefrom, as to which such counsel need express no opinion)
        comply as to form in all material respects with the requirements of the
        Act and the Trust Indenture Act and the rules and regulations
        thereunder; and

            (xiv) In the event any of the Designated Securities are to be
        purchased pursuant to Delayed Delivery Contracts, each of such Delayed
        Delivery Contracts has been duly authorized, executed and delivered by
        the Company and, assuming such Delayed Delivery Contracts have been duly
        authorized, executed and delivered by the purchaser named therein,
        constitutes a valid and binding obligation of the Company enforceable
        against the Company in accordance with its terms, subject, as to
        enforcement, to bankruptcy, insolvency, reorganization, and other laws
        of general applicability relating to or affecting creditors' rights and
        to general principles of equity; and any Delayed Delivery Contracts
        conform in all material respects to the description thereof in the
        Registration Statement and Prospectus as amended or supplemented.

      In addition, such counsel shall state that he has no reason to believe
that, as of the effective date of the Registration Statement, either the
Registration Statement or the Prospectus (or, as of its date, any further
amendment or supplement thereto made by the Company prior to the Time of
Delivery) contained an untrue statement of a material fact or


                                       11
<PAGE>

omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, that the Prospectus as of its date
and as of the date of any amendment or supplement thereto, did not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, or that, as of the Time of Delivery, either the
Registration Statement or the Prospectus (or any such further amendment or
supplement thereto) contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and such counsel does not know of any
contracts or other documents of a character required to be filed as an exhibit
to the Registration Statement or required to be incorporated by reference into
the Prospectus as amended or supplemented or required to be described in the
Registration Statement or the Prospectus as amended or supplemented which are
not filed or incorporated by reference or described as required;

        (d) On the date of the Pricing Agreement for such Designated Securities
    and at each Time of Delivery for such Designated Securities,
    PricewaterhouseCoopers LLP shall have furnished to the Representatives a
    letter, dated the effective date of the Registration Statement or the date
    of the most recent report filed with the Commission containing financial
    statements and incorporated by reference in the Registration Statement, if
    the date of such report is later than such effective date, and a letter
    dated such Time of Delivery, respectively, to the effect set forth in Annex
    II hereto, and with respect to such letter dated such Time of Delivery, as
    to such other matters as the Representatives may reasonably request and in
    form and substance satisfactory to the Representatives;

        (e) (i) Neither the Company nor any of its subsidiaries shall have
    sustained since the date of the latest audited financial statements included
    or incorporated by reference in the Prospectus as amended or supplemented
    any loss or interference with its business from fire, explosion, flood or
    other calamity, whether or not covered by insurance, or from any labor
    dispute or court or government action, order or decree, otherwise than as
    set forth or contemplated in the Prospectus as amended or supplemented, and
    (ii) since the respective dates as of which information is given in the
    Prospectus as amended or supplemented there shall not have been any change
    in the capital stock or long-term debt of the Company or any of its
    subsidiaries or any change, or any development involving a prospective
    change, in or affecting the general affairs, management, financial position,
    stockholders' equity or results of operations of the Company and its
    subsidiaries, otherwise than as set forth or contemplated in the Prospectus
    as amended or supplemented, the effect of which, in any such case described
    in Clause (i) or (ii), is in the judgment of the Representatives so material
    and adverse as to make it impracticable or inadvisable to proceed with the
    public offering or the delivery of the Designated Securities on the terms
    and in the manner contemplated in the Prospectus as amended or supplemented;

        (f) On or after the date of the Pricing Agreement relating to the
    Designated Securities (i) no downgrading shall have occurred in the rating
    accorded the Company's debt securities or preferred stock by any "nationally
    recognized statistical rating organization," as that term is defined by the
    Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such
    organization shall have publicly announced that it has under surveillance or
    review, with possible negative implications, its rating of any of the
    Company's debt securities or preferred stock;

        (g) On or after the date of the Pricing Agreement relating to the
    Designated Securities there shall not have occurred any of the following:
    (i) a suspension or material limitation in trading in securities generally
    on the New York Stock Exchange; (ii) a suspension or material limitation in
    trading in the Company's securities on the New York Stock Exchange; (iii) a
    general moratorium on commercial banking activities in New York declared by
    either Federal or New York State authorities, or (iv) the outbreak or
    escalation of hostilities involving the United States or the declaration by
    the United States of a national emergency or war, if the effect of any such
    event specified in this Clause (iv) in the judgment of the Representatives
    makes it impracticable or inadvisable to proceed with the public offering or
    the delivery of the Designated


                                       12
<PAGE>

    Securities on the terms and in the manner contemplated in the Prospectus as
    amended or supplemented relating to the Designated Securities; and

        (h) The Company shall have furnished or caused to be furnished to the
    Representatives at each Time of Delivery for the Designated Securities a
    certificate or certificates of officers of the Company satisfactory to the
    Representatives as to the accuracy of the representations and warranties of
    the Company herein at and as of each Time of Delivery, as to the performance
    by the Company of all of its obligations hereunder to be performed at or
    prior to each Time of Delivery, as to the matters set forth in subsections
    (a) and (e) of this Section and as to such other matters as the
    Representatives may reasonably request.

    8. (a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities; and provided,
further, that the Company shall not be liable to any Underwriter under the
indemnity agreement in this subsection (a) with respect to any Preliminary
Prospectus to the extent that the Company demonstrates that any such loss,
claim, damage or liability of such Underwriter results from the fact such
Underwriter sold Securities to a person to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus
(excluding documents incorporated by reference) or of the Prospectus as then
amended or supplemented (excluding documents incorporated by reference) in any
case where such delivery is required by the Act if the Company has previously
furnished copies thereof to such Underwriter and the loss, claim, damage or
liability of such Underwriter results from an untrue statement or omission of a
material fact contained in the Preliminary Prospectus (excluding documents
incorporated by reference) which was corrected in the Prospectus (or the
Prospectus as amended or supplemented (excluding documents incorporated by
reference)).

    (b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such


                                       13
<PAGE>

Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

    (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

    (d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect


                                       14
<PAGE>

thereof) referred to above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Securities and not joint.

    (e) The obligations of the Company under this Section 8 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

    9. (a) If any Underwriter shall default in its obligation to purchase the
Firm Securities or Optional Securities which it has agreed to purchase under the
Pricing Agreement relating to such Firm Securities or Optional Securities, the
Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Underwriters' Securities on the terms
contained herein. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such Firm
Securities or Optional Securities, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Firm
Securities or Optional Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Firm Securities or Optional
Securities, or the Company notifies the Representatives that it has so arranged
for the purchase of such Firm Securities or Optional Securities, the
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Firm Securities or Optional Securities for a period of not
more than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.

    (b) If, after giving effect to any arrangements for the purchase of the Firm
Securities or Optional Securities, as the case may be, of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of such Firm Securities
or Optional Securities, as the case may be, which remains unpurchased does not
exceed one-eleventh of the aggregate principal amount of the Firm Securities or
Optional Securities, as the case may be, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the principal amount of
Firm Securities or Optional Securities, as the case may be, which such
Underwriter agreed to purchase under the Pricing Agreement relating to such
Designated Securities and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the aggregate principal
amount of Firm Securities or Optional Securities, as the case may be, which such
Underwriter agreed to purchase under such Pricing Agreement) of the Firm
Securities or Optional Securities, as the case may be, of such defaulting
Underwriter or Underwriters for which such


                                       15
<PAGE>

arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

    (c) If, after giving effect to any arrangements for the purchase of the Firm
Securities or Optional Securities, as the case may be, of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of Firm Securities or
Optional Securities, as the case may be, which remains unpurchased exceeds
one-eleventh of the aggregate principal amount of the Firm Securities or
Optional Securities, as the case may be, as referred to in subsection (b) above,
or if the Company shall not exercise the right described in subsection (b) above
to require non-defaulting Underwriters to purchase Firm Securities or Optional
Securities, as the case may be, of a defaulting Underwriter or Underwriters,
then the Pricing Agreement relating to such Designated Securities shall
thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

    10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

    11. If any Pricing Agreement or Over-allotment Option shall be terminated
pursuant to Section 9 hereof, the Company shall not then be under any liability
to any Underwriter with respect to the Firm Securities or Optional Securities
covered by such Pricing Agreement except as provided in Section 6 and Section 8
hereof; but, if for any other reason Designated Securities are not delivered by
or on behalf of the Company as provided herein, the Company will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses approved
in writing by the Representatives, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Designated Securities, but the Company shall then be
under no further liability to any Underwriter with respect to such Designated
Securities except as provided in Section 6 and Section 8 hereof.

    12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

    All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement; Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.


                                       16
<PAGE>

    13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

    14. Time shall be of the essence for each Pricing Agreement. As used herein,
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.

    15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                       17
<PAGE>

    16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

                                       Very truly yours,

                                       Corning Incorporated


                                       By:______________________________________
                                          Name:
                                          Title:

Accepted as of the date hereof:

[Name of Representative]

By:  ________________________________




                                       18
<PAGE>

                                                                         ANNEX I

                                PRICING AGREEMENT

                                                               -------- --, ----



[Representatives]
  As Representatives of the several
    Underwriters named in Schedule I hereto
      c/o [Address]






Dear Sirs:

    Corning Incorporated, a New York corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated ________ __, ____ (the "Underwriting Agreement"), to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"
consisting of Firm Securities and any Optional Securities the Underwriters may
elect to purchase). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty that refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.

    An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

    Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, (a) the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Firm Securities set forth opposite the name of such
Underwriter in Schedule I hereto and, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as may be specified in
Schedule II, (b) in the event

<PAGE>


and to the extent that the Underwriters shall exercise the election to purchase
Optional Securities, as provided below, the Company agrees to issue and sell to
each of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company at the purchase price to the Underwriters
set forth in Schedule II hereto that portion of the principal amount of Optional
Securities as to which such election shall have been exercised.

    The Company hereby grants to each of the Underwriters the right to purchase
at their election up to the number of Optional Securities set forth opposite the
name of such Underwriter in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering over-allotments in the sale of
the Firm Securities. Any such election to purchase Optional Securities may be
exercised by written notice from the Representatives to the Company given within
a period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Securities to be purchased and the date
on which such Optional Securities are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of Delivery or,
unless the Representatives and the Company otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice.

                                       2
<PAGE>

    If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.


                                     Very truly yours,

                                     Corning Incorporated



                                     By:________________________________________
                                        Name:
                                        Title:

Accepted as of the date hereof:

[Representatives]


By:  [Representatives]

    On behalf of each of the Underwriters



                                       3
<PAGE>

                                   SCHEDULE I


                                                                      PRINCIPAL
                                                                      AMOUNT OF
                                                                        FIRM
                                                                      SECURITIES
                                                                        TO BE
                          UNDERWRITER                                 PURCHASED
                          -----------                                -----------


















                                                                    ============

Total ...........................................................


<PAGE>

                                   SCHEDULE II



TITLE OF DESIGNATED SECURITIES:



AGGREGATE PRINCIPAL AMOUNT:



PRICE TO PUBLIC:



PURCHASE PRICE BY UNDERWRITERS:



SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:



INDENTURE:



MATURITY:



INTEREST RATE:



INTEREST PAYMENT DATES:



REDEMPTION PROVISIONS:



SINKING FUND PROVISIONS:



DEFEASANCE PROVISIONS:

<PAGE>


TIME OF DELIVERY:


CLOSING LOCATION:


DELAYED DELIVERY:


NAMES AND ADDRESSES OF REPRESENTATIVES:

Designated Representatives:

Address for Notices, etc.:

                                            2

<PAGE>



                                                                        ANNEX II

    Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
named therein shall furnish letters to the Underwriters to the effect that:

        (i) They are independent certified public accountants with respect to
    the Company and its subsidiaries within the meaning of the Act and the
    applicable published rules and regulations thereunder;

        (ii) In their opinion, the financial statements and any supplementary
    financial information and schedules audited (and, if applicable, prospective
    financial statements and/or pro forma financial information examined) by
    them and included or incorporated by reference in the Registration Statement
    or the Prospectus comply as to form in all material respects with the
    applicable accounting requirements of the Act or the Exchange Act, as
    applicable, and the related published rules and regulations thereunder; and,
    if applicable, they have made a review in accordance with standards
    established by the American Institute of Certified Public Accountants of the
    consolidated interim financial statements, selected financial data, pro
    forma financial information, prospective financial statements and/or
    condensed financial statements derived from audited financial statements of
    the Company for the periods specified in such letter, as indicated in their
    reports thereon, copies of which have been furnished to the representatives
    of the Underwriters (the "Representatives");

        (iii) The unaudited selected financial information with respect to the
    consolidated results of operations and financial position of the Company for
    the five most recent fiscal years included in the Prospectus and included or
    incorporated by reference in Item 6 of the Company's Annual Report on Form
    10-K for the most recent fiscal year agrees with the corresponding amounts
    (after restatement where applicable) in the audited consolidated financial
    statements for five such fiscal years which were included or incorporated by
    reference in the Company's Annual Reports on Form 10-K for such fiscal
    years;

        (iv) On the basis of limited procedures, not constituting an audit in
    accordance with generally accepted auditing standards, consisting of a
    reading of the unaudited financial statements and other information referred
    to below, a reading of the latest available interim financial statements of
    the Company and its subsidiaries, inspection of the minute books of the
    Company and its subsidiaries since the date of the latest audited financial
    statements included or incorporated by reference in the Prospectus,
    inquiries of officials of the Company and its subsidiaries responsible for
    financial and accounting matters and such other inquiries and procedures as
    may be specified in such letter, nothing came to their attention that caused
    them to believe that:

            (A) the unaudited condensed consolidated statements of income,
        consolidated balance sheets and consolidated statements of cash flows
        included or incorporated by reference in the Company's Quarterly Reports
        on Form 10-Q incorporated by reference in the Prospectus do not comply
        as to form in all material respects with the applicable accounting
        requirements of the Exchange Act as it applies to Form 10-Q and the
        related published rules and regulations thereunder or are not in
        conformity with generally accepted accounting principles applied on a
        basis substantially consistent with the basis for the audited
        consolidated statements of income, consolidated balance sheets and
        consolidated statements of cash flows included or incorporated by
        reference in the Company's Annual Report on Form 10-K for the most
        recent fiscal year;

            (B) any other unaudited income statement data and balance sheet
        items included in the Prospectus do not agree with the corresponding
        items in the unaudited consolidated financial statements from which such
        data and items were derived, and any such unaudited data and items were
        not determined on a basis substantially consistent with the basis for
        the corresponding

<PAGE>

        amounts in the audited consolidated financial statements included or
        incorporated by reference in the Company's Annual Report on Form 10-K
        for the most recent fiscal year;

            (C) the unaudited financial statements which were not included in
        the Prospectus but from which were derived the unaudited condensed
        financial statements referred to in clause (A) above and any unaudited
        income statement data and balance sheet items included in the Prospectus
        and referred to in Clause (B) above were not determined on a basis
        substantially consistent with the basis for the audited financial
        statements included or incorporated by reference in the Company's Annual
        Report on Form 10-K for the most recent fiscal year;

            (D) any unaudited pro forma consolidated condensed financial
        statements included or incorporated by reference in the Prospectus do
        not comply as to form in all material respects with the applicable
        accounting requirements of the Act and the published rules and
        regulations thereunder or the pro forma adjustments have not been
        properly applied to the historical amounts in the compilation of those
        statements;

            (E) as of a specified date not more than five days prior to the date
        of such letter, there have been any changes in the consolidated capital
        stock (other than issuances of capital stock upon exercise of options
        and stock appreciation rights, upon earn-outs of performance shares and
        upon conversions of convertible securities, in each case which were
        outstanding on the date of the latest balance sheet included or
        incorporated by reference in the Prospectus) or any increase in the
        consolidated long-term debt of the Company and its subsidiaries, or any
        decreases in consolidated net assets or other items specified by the
        Representatives, or any increases in any items specified by the
        Representatives, in each case as compared with amounts shown in the
        latest balance sheet included or incorporated by reference in the
        Prospectus, except in each case for changes, increases or decreases
        which the Prospectus discloses have occurred or may occur or which are
        described in such letter; and

            (F) for the period from the date of the latest financial statements
        included or incorporated by reference in the Prospectus to the specified
        date referred to in Clause (E) above there were any decreases in
        consolidated net revenues or any material decrease in operating profit
        or any material decrease in the total or per share amounts of
        consolidated net income or other items specified by the Representatives,
        or any increases in any items specified by the Representatives, in each
        case as compared with the comparable period of the preceding year and
        with any other period of corresponding length specified by the
        Representatives, except in each case for increases or decreases which
        the Prospectus discloses have occurred or may occur or which are
        described in such letter; and

        (v) In addition to the audit referred to in their report(s) included or
    incorporated by reference in the Prospectus and the limited procedures,
    inspection of minute books, inquiries and other procedures referred to in
    paragraphs (iii) and (iv) above, they have carried out certain specified
    procedures, not constituting an audit in accordance with generally accepted
    auditing standards, with respect to certain amounts, percentages and
    financial information specified by the Representatives which are derived
    from the general accounting records of the Company and its subsidiaries,
    which appear in the Prospectus (excluding documents incorporated by
    reference), or in Part II of, or in exhibits and schedules to, the
    Registration Statement specified by the Representatives or in documents
    incorporated by reference in the Prospectus specified by the
    Representatives, and have compared certain of such amounts, percentages and
    financial information with the accounting records of the Company and its
    subsidiaries and have found them to be in agreement.

                                       2
<PAGE>

    All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.


                                       3
<PAGE>

                                                                       ANNEX III

                            DELAYED DELIVERY CONTRACT


Corning Incorporated
One Riverfront Plaza
Corning, New York 14831


Attention

                                                                         , 200_

Dear Sirs:

    The undersigned hereby agrees to purchase from Corning Incorporated
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned,

                                      $

principal amount of the Company's debt securities (hereinafter called the
"Designated Securities"), offered by the Company's Prospectus dated __________,
____, as amended or supplemented, receipt of a copy of which is hereby
acknowledged, at a purchase price of % of the principal amount thereof, plus
accrued interest from the date from which interest accrues as set forth below,
and on the further terms and conditions set forth below, and on the further
terms and conditions set forth in this contract.

    The undersigned will purchase the Designated Securities from the Company on
_______, ____ (the "Delivery Date") and interest on the Designated Securities so
purchased will accrue from ________, ____.

    The undersigned will purchase the Designated Securities from the Company on
the delivery date or dates and in the principal amount or amounts set forth
below:

 DELIVERY DATE                      PRINCIPAL                DATE FROM WHICH
                                     AMOUNT                  INTEREST ACCRUES
-----------------                 -------------             -------------------




--------, ----                    $                           --------, ----

--------, ----                    $                           --------, ----

EACH SUCH DATE ON WHICH DESIGNATED SECURITIES ARE TO BE PURCHASED HEREUNDER IS
HEREINAFTER REFERRED TO AS A "DELIVERY DATE."

    Payment for the Designated Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made to the Company or its order by
certified or official bank check in Clearing House funds at the office of      ,
or by wire transfer to a bank account specified by the Company, on such Delivery
Date upon delivery to the undersigned of the Designated Securities then to be
purchased by the undersigned in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written, telex or facsimile communication addressed to the Company not less than
five full business days prior to such Delivery Date.


                                       4
<PAGE>

    The obligation of the undersigned to take delivery of and make payment for
Designated Securities on each Delivery Date shall be subject to the condition
that the purchase of Designated Securities to be made by the undersigned shall
not on such Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject. The obligation of the undersigned to take
delivery of and make payment for Designated Securities shall not be affected by
the failure of any purchaser to take delivery of and make payment for Designated
Securities pursuant to other contracts similar to this contract.

    The undersigned understands that Underwriters (the "Underwriters") are also
purchasing Designated Securities from the Company, but that the obligations of
the Undersigned hereunder are not contingent on such purchases. Promptly after
completion of the sale to the Underwriters the Company will mail or deliver to
the undersigned at its address set forth below notice to such effect,
accompanied by a copy of the Opinion of Counsel for the Company delivered to the
Underwriters in connection therewith.

    The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.

    This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.

    This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

    It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this contract) is in the Company's sole discretion and that,
without limiting the foregoing, acceptances of such contracts need not be on a
first-come, first-served basis. If this contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered by the Company.

                                       Very truly yours,

                                       _________________________________________


                                       By:______________________________________
                                            (Authorized Signature)
                                          Name:
                                          Title:

                                       _________________________________________
                                               (Address)

Accepted:              , 200_

CORNING INCORPORATED

By:______________________________
   Name:
   Title:



                                       5