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                                                                    Exhibit 1.04

                              CORNING INCORPORATED

                     COMMON STOCK, PAR VALUE $0.50 PER SHARE


                           ---------------------------

                             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) certain shares (the "Securities") of its Common Stock, par
value $0.50 per share, and with respect to a particular Pricing Agreement, the
Securities subject thereto are herein called the "Firm Securities".
Additionally, if specified in such Pricing Agreement, the Company may grant the
Underwriters the right to purchase at their election an additional number of
Securities, specified as provided in such Pricing Agreement and as provided in
Section 3 hereof (the "Optional Securities"). The Firm Securities and the
Optional Securities, if any, which the Underwriters elect to purchase pursuant
to Section 3 hereof are herein collectively referred to as the "Designated
Securities".

   The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto.

      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 specify the names of the
Underwriters of such Designated Securities, the names of the Representatives, if
any, of such Underwriters, aggregate number of the Firm Securities, the maximum
number of Optional Securities, if any, the initial public offering price of such
Designated Securities, the purchase price to the Underwriters of such Designated
Securities and the number of such Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and manner of delivery of such
Designated Securities. A Pricing Agreement shall also specify (to the extent not
set forth in the registration statement and prospectus with

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respect thereto) the terms of such Designated Securities. 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 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;


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            (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;

            (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 Optional
      Securities pursuant to


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      Over-allotment Options (as defined in Section 3 hereof) against payment
      therefor with respect to such Securities, such Designated Securities will
      have been duly and validly authorized and issued and fully paid and
      non-assessable. At the Time of Delivery for such Designated Securities (as
      defined in Section 4 hereof), 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, this Agreement and
      any Pricing Agreement 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 except such as 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 caption
      "Description of Common Stock", 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;

            (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");
      and

            (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.


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      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
number of optional shares of Common Stock (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 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 (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 number of Optional Securities to be added to the number of
Firm 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 number 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 number of
Optional Securities to be so added shall be, in each case, that proportion of
Optional Securities which the aggregate number of Firm Securities to be
purchased by such Underwriter under such Pricing Agreement bears to the
aggregate number of Firm Securities. The total number of Designated Securities
to be purchased by all the Underwriters pursuant to such Pricing Agreement shall
be the aggregate number of Firm Securities set forth in Schedule I to such
Pricing Agreement plus the aggregate number of the Optional Securities which the
Underwriters elect to purchase.

      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 the form specified in such Pricing Agreement, 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 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 as
provided in the Pricing Agreement relating to such Securities.


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      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 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 shareholders 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)


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      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 hereof and continuing
      to and including the date 90 days after the date of the Pricing Agreement,
      not to offer, sell, contract to sell or otherwise dispose of any
      securities of the Company (other than pursuant to employee benefit plans
      or dividend reinvestment plans or to the exercise of currently outstanding
      stock options or to the conversion or exchange of convertible or
      exchangeable securities outstanding on the date hereof and other than
      stock issued by the Company in mergers, acquisitions or similar
      transactions) which are substantially similar to the Designated Securities
      or which are convertible or exchangeable for securities which are
      substantially similar to the Designated Securities, 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, 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 Registrar,
any Transfer Agent or Dividend Disbursing Agent and any agent of any Registrar,
Transfer Agent or Dividend Disbursing Agent and the fees and disbursements of
counsel for any such persons in connection with 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 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.

      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


                                      - 7 -
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      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 Designated Securities,
      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 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 and validly
      authorized and issued and, when delivered against payment therefor, will
      be fully paid and non-assessable; and the Designated Securities conform as
      to legal matters to the descriptions thereof in the Prospectus as amended
      or supplemented;


                                      - 8 -
<PAGE>

               (vii) The issue and sale of the Designated Securities and the
      compliance by the Company with all of the provisions of the Designated
      Securities, 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;

               (viii) 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 except such as have been 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 Designated Securities by the Underwriters;

               (ix) The statements set forth in the Prospectus under the caption
      "Description of Common Stock", 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;

               (x) 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;

               (xi) 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; and

               (xii) 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.


                                      - 9 -
<PAGE>

         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 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


                                     - 10 -
<PAGE>

      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 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


                                     - 11 -
<PAGE>

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 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


                                     - 12 -
<PAGE>

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
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 number of such Firm Securities or
Optional Securities, as the case may be, which remains unpurchased does not
exceed one-eleventh of the aggregate number 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 number 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


                                     - 13 -
<PAGE>

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 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 number of Firm Securities or Optional
Securities, as the case may be, which remains unpurchased exceeds one-eleventh
of the aggregate number 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.


                                     - 14 -
<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.


                                     - 15 -
<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:  ________________________________


                                     - 16 -
<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 Shares and any Optional Shares 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 number of Firm Securities set forth opposite the name of such
Underwriter in Schedule I hereto and, (b) in the event 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 number of Optional Securities as to which
such election shall have been exercised.

<PAGE>

      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




                                                                NUMBER OF
                                                                   FIRM
                                                                SECURITIES
                                                                  TO BE
                                                                PURCHASED
                                     UNDERWRITER                ----------
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      Total
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<PAGE>

                                   SCHEDULE II



TITLE OF DESIGNATED SECURITIES:



NUMBER OF DESIGNATED SECURITIES:



PRICE TO PUBLIC:



PURCHASE PRICE BY UNDERWRITERS:



SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:



TIME OF DELIVERY:



CLOSING LOCATION:



NAMES AND ADDRESSES OF REPRESENTATIVES:


Designated Representatives

Address for Notices, etc.


<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


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<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.


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<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.


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