EXHIBIT 10.69



	EXHIBIT 10.69     	Corning Incorporated Cash Performance Unit Agreement


 


Corporate Performance Plan For [Year]


 


(Terms and Conditions)


 


This Cash Performance Unit Agreement (“Agreement”)
dated ___________ between Corning Incorporated (the “Company”) and the employee named below (the “Employee”)
is subject in all respects to the Company’s 2012 Long-Term Incentive Plan as amended from time to time (the “Plan”),
a copy of which may be obtained from the Company’s Secretary at One Riverfront Plaza, Corning, New York 14831. Capitalized
terms not otherwise defined herein shall have the meaning ascribed thereto in the Plan.


 


		1.	Award
                                                                                                                                             of
                                                                                                                                             Units.
                                                                                                                                             The
                                                                                                                                             Company
                                                                                                                                             hereby
                                                                                                                                             awards
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Employee
                                                                                                                                             the
                                                                                                                                             number
                                                                                                                                             of
                                                                                                                                             Cash
                                                                                                                                             Performance
                                                                                                                                             Units
                                                                                                                                             (the
                                                                                                                                             “Cash
                                                                                                                                             Units”),
                                                                                                                                             with
                                                                                                                                             a
                                                                                                                                             potential
                                                                                                                                             aggregate
                                                                                                                                             value
                                                                                                                                             equal
                                                                                                                                             to
                                                                                                                                             $______,
                                                                                                                                             indicated
                                                                                                                                             below.



 


	 	Employee	 	Employee Number	 	Target Number of

Cash Units


 


Each Cash Unit shall entitle
the Employee to receive from the Company an amount equal to $1. The Cash Units, if any, shall be paid to the Employee at the time
set forth in Section 5 in the manner set forth in Section 6 provided that both the “Performance-Based Vesting Requirement”
set forth in Section 3 and the “Service Based Vesting Requirement” set forth in Section 4 are satisfied. Prior to
vesting pursuant to Sections 3 and 4, the Cash Units shall not be earned and shall remain subject to forfeiture.


 


		2.	Non-Transferability.
                                                                                                                                            The
                                                                                                                                            Cash
                                                                                                                                            Units
                                                                                                                                            may
                                                                                                                                            not
                                                                                                                                            be
                                                                                                                                            sold,
                                                                                                                                            assigned,
                                                                                                                                            transferred,
                                                                                                                                            pledged
                                                                                                                                            or
                                                                                                                                            otherwise
                                                                                                                                            encumbered
                                                                                                                                            by
                                                                                                                                            or
                                                                                                                                            on
                                                                                                                                            behalf
                                                                                                                                            of
                                                                                                                                            or
                                                                                                                                            for
                                                                                                                                            the
                                                                                                                                            benefit
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Employee
                                                                                                                                            other
                                                                                                                                            than
                                                                                                                                            by
                                                                                                                                            last
                                                                                                                                            will
                                                                                                                                            and
                                                                                                                                            testament,
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            laws
                                                                                                                                            of
                                                                                                                                            descent
                                                                                                                                            and
                                                                                                                                            distribution,
                                                                                                                                            pursuant
                                                                                                                                            to
                                                                                                                                            a
                                                                                                                                            domestic
                                                                                                                                            relations
                                                                                                                                            order
                                                                                                                                            or
                                                                                                                                            as
                                                                                                                                            otherwise
                                                                                                                                            permitted
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Committee
                                                                                                                                            pursuant
                                                                                                                                            to
                                                                                                                                            Section
                                                                                                                                            12
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Plan.



 


		3.	Performance
                                                                                                                                            Based
                                                                                                                                            Vesting
                                                                                                                                            Requirement.



 


		(a)	Within
                                                                                                                                                                                           ninety
                                                                                                                                                                                           days
                                                                                                                                                                                           following
                                                                                                                                                                                           the
                                                                                                                                                                                           beginning
                                                                                                                                                                                           of
                                                                                                                                                                                           each
                                                                                                                                                                                           fiscal
                                                                                                                                                                                           year
                                                                                                                                                                                           ending
                                                                                                                                                                                           on
                                                                                                                                                                                           December
                                                                                                                                                                                           31st
                                                                                                                                                                                           20__,
                                                                                                                                                                                           20__
                                                                                                                                                                                           and
                                                                                                                                                                                           20__
                                                                                                                                                                                           (each
                                                                                                                                                                                           an
                                                                                                                                                                                           “Annual
                                                                                                                                                                                           Performance
                                                                                                                                                                                           Period”
                                                                                                                                                                                           and
                                                                                                                                                                                           collectively,
                                                                                                                                                                                           the
                                                                                                                                                                                           “Performance
                                                                                                                                                                                           Period”),
                                                                                                                                                                                           the
                                                                                                                                                                                           Compensation
                                                                                                                                                                                           Committee
                                                                                                                                                                                           of
                                                                                                                                                                                           the
                                                                                                                                                                                           Company’s
                                                                                                                                                                                           Board
                                                                                                                                                                                           of
                                                                                                                                                                                           Directors
                                                                                                                                                                                           (the
                                                                                                                                                                                           “Committee”)
                                                                                                                                                                                           shall
                                                                                                                                                                                           determine
                                                                                                                                                                                           performance
                                                                                                                                                                                           targets
                                                                                                                                                                                           (each
                                                                                                                                                                                           a
                                                                                                                                                                                           “Performance
                                                                                                                                                                                           Target”)
                                                                                                                                                                                           applicable
                                                                                                                                                                                           to
                                                                                                                                                                                           the
                                                                                                                                                                                           fiscal
                                                                                                                                                                                           year.
                                                                                                                                                                                           Such
                                                                                                                                                                                           targets
                                                                                                                                                                                           will
                                                                                                                                                                                           be
                                                                                                                                                                                           communicated
                                                                                                                                                                                           annually
                                                                                                                                                                                           to
                                                                                                                                                                                           the
                                                                                                                                                                                           Employee.
                                                                                                                                                                                           The
                                                                                                                                                                                           Employee
                                                                                                                                                                                           shall
                                                                                                                                                                                           earn
                                                                                                                                                                                           a
                                                                                                                                                                                           number
                                                                                                                                                                                           of
                                                                                                                                                                                           Cash
                                                                                                                                                                                           Units
                                                                                                                                                                                           based
                                                                                                                                                                                           upon
                                                                                                                                                                                           the
                                                                                                                                                                                           average
                                                                                                                                                                                           level
                                                                                                                                                                                           of
                                                                                                                                                                                           attainment
                                                                                                                                                                                           of
                                                                                                                                                                                           the
                                                                                                                                                                                           Performance
                                                                                                                                                                                           Targets
                                                                                                                                                                                           over
                                                                                                                                                                                           the
                                                                                                                                                                                           Performance
                                                                                                                                                                                           Period
                                                                                                                                                                                           as
                                                                                                                                                                                           determined
                                                                                                                                                                                           by
                                                                                                                                                                                           the
                                                                                                                                                                                           Committee
                                                                                                                                                                                           pursuant
                                                                                                                                                                                           to
                                                                                                                                                                                           the
                                                                                                                                                                                           Plan.
	 	 	 
	 	 	For purposes of determining
the number of Cash Units that the Employee will earn at the end of the Performance Period, performance will be calculated as the
simple average of the actual level of attainment of the Performance Targets for each Annual Performance Period. Any Cash Units
that are not earned pursuant to this Section 3 at the end of the Performance Period shall be forfeited.



 


		(b)	If during the Performance Period
                                                                the Employee’s employment with the Company and its Subsidiaries
                                                                (the “Company Group”) is terminated pursuant to Sections
                                                                4(a), 4(c), 4(d), 4(e) or 4(f) below, the number of Cash Units
                                                                will be reduced by a ratio the numerator of which is 12 minus
                                                                the number of full calendar months the Employee was actively employed
                                                                during the first Annual Performance Period and the denominator
                                                                of which is 12;



 


		(c)	If during the Performance Period
                                                                the Employee’s employment with the Company Group is terminated
                                                                pursuant to Section 4(b), the number of Cash Units will be reduced
                                                                by a ratio the numerator of which is the number of full calendar
                                                                months during the Performance Period through the Termination Date,
                                                                and the denominator of which is 36.



 


		(d)	Any Cash Units that are earned
                                                                pursuant to this Section 3 (after taking into account the Reduction,
                                                                if applicable) shall be referred to as the “Earned Units,”
                                                                provided, however, that if this number is less than
                                                                2, all Cash Units shall be forfeited upon a termination of employment
                                                                pursuant to these Sections. The adjustment pursuant to Sections
                                                                3(b) or 3(c) shall be referred to as the “Reduction.”



 


		(e)	For purposes of Sections 4(c),
                                                                4(d), 4(e) and 4(f), the Performance Targets shall be deemed attained
                                                                at actual performance for any completed Annual Performance Period
                                                                and 100% target performance for all other Annual Performance Periods.



 


	CORNING INCORPORATED - 2013 Form 10-K	1




    	 



    	



    

		4.	Service Based
 Vesting
                                                                                                                                            Requirement.
                                                                                                                                            Subject
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            exceptions
                                                                                                                                            set
                                                                                                                                            forth
                                                                                                                                            below,
                                                                                                                                            the
                                                                                                                                            Employee
                                                                                                                                            must
                                                                                                                                            remain
                                                                                                                                            in
                                                                                                                                            continuous
                                                                                                                                            employment
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            Company
                                                                                                                                            Group
                                                                                                                                            until
                                                                                                                                            the
                                                                                                                                            expiration
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Performance
                                                                                                                                            Period
                                                                                                                                            in
                                                                                                                                            order
                                                                                                                                            to
                                                                                                                                            vest
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            Earned
                                                                                                                                            Units.
                                                                                                                                            If
                                                                                                                                            the
                                                                                                                                            Employee’s
                                                                                                                                            employment
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            Company
                                                                                                                                            Group
                                                                                                                                            terminates
                                                                                                                                            on
                                                                                                                                            or
                                                                                                                                            before
                                                                                                                                            the
                                                                                                                                            expiration
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Performance
                                                                                                                                            Period,
                                                                                                                                            any
                                                                                                                                            Earned
                                                                                                                                            Units
                                                                                                                                            shall
                                                                                                                                            be
                                                                                                                                            treated
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            manner
                                                                                                                                            set
                                                                                                                                            forth
                                                                                                                                            in
                                                                                                                                            this
                                                                                                                                            Section
                                                                                                                                            4.
                                                                                                                                            For
                                                                                                                                            purposes
                                                                                                                                            of
                                                                                                                                            this
                                                                                                                                            Agreement,
                                                                                                                                            “Termination
                                                                                                                                            Date”
                                                                                                                                            shall
                                                                                                                                            mean
                                                                                                                                            the
                                                                                                                                            last
                                                                                                                                            day
                                                                                                                                            on
                                                                                                                                            which
                                                                                                                                            the
                                                                                                                                            Employee
                                                                                                                                            provides
                                                                                                                                            services
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Company
                                                                                                                                            Group
                                                                                                                                            (notwithstanding
                                                                                                                                            any
                                                                                                                                            applicable
                                                                                                                                            severance
                                                                                                                                            periods).



 





	 	Event	 	Termination Occurs in 1st Annual
    Performance

    Period	 	Termination Occurs After
    1st Annual

    Performance Period	 	# of Earned Units
	(a)	Retirement at or After Age 55	 	Employee vests in 100% of the Earned Units

(after taking the Reduction into account)	 	Employee vests in 100% of the Earned Units	 	Refer to Section 3(b)
	(b)	Termination without Cause	 	Employee vests in 100% of the Earned Units

(after taking the Reduction into account)	 	Employee vests in 100% of the Earned Units (after taking the Reduction into account)	 	Refer to Section 3(c)
	(c)	Death, or	 	Employee vests in 100% of the Earned Units

(after taking the Reduction into account)	 	Employee vests in 100% of the Earned Units	 	Refer to Section 3(e)
	(d)	Disability, or	 	 	 	 	 	 
	(e) 	Reduction in Force, Divestiture or Discontinuance of Certain Company Group’s
    Operations, or	 	 	 	 	 	 
	(f)	Change of Control	 	 	 	 	 	 
	(g)	Voluntary Termination or Termination for Cause	 	Employee forfeits all of the Cash Units	 	Employee forfeits all of the Cash Units	 	None






 

		(h)	Definitions.



 


		(i)	For purposes of this Agreement,
                                                                  Cause shall mean the Employee’s:



 


		(A)	conviction of a felony or conviction
                                                                  of a misdemeanor involving moral turpitude (from which no further
                                                                  appeals have been or can be taken);



 


		(B)	material breach of the Company
                                                                  Group’s Code of Conduct;



 


		(C)	gross abdication of his duties
                                                                  as an employee of the Company Group, which conduct remains uncured
                                                                  by the Employee for a period of at least 30 days following written
                                                                  notice thereof to the Employee by the Company Group, in each
                                                                  case as determined in good faith by the Company; or



 


		(D)	misappropriation of the Company
                                                                  Group’s assets, personal dishonesty or business conduct
                                                                  which causes material or potentially material financial or reputational
                                                                  harm for the Company;



 


			provided,
                                                                                                                                               however,
                                                                                                                                               that
                                                                                                                                               no
                                                                                                                                               act
                                                                                                                                               or
                                                                                                                                               failure
                                                                                                                                               to
                                                                                                                                               act
                                                                                                                                               on
                                                                                                                                               the
                                                                                                                                               Employee’s
                                                                                                                                               part
                                                                                                                                               shall
                                                                                                                                               be
                                                                                                                                               deemed
                                                                                                                                               to
                                                                                                                                               be
                                                                                                                                               a
                                                                                                                                               termination
                                                                                                                                               for
                                                                                                                                               Cause
                                                                                                                                               if
                                                                                                                                               done,
                                                                                                                                               or
                                                                                                                                               omitted
                                                                                                                                               to
                                                                                                                                               be
                                                                                                                                               done,
                                                                                                                                               in
                                                                                                                                               good
                                                                                                                                               faith,
                                                                                                                                               and
                                                                                                                                               with
                                                                                                                                               the
                                                                                                                                               reasonable
                                                                                                                                               belief
                                                                                                                                               that
                                                                                                                                               the
                                                                                                                                               action
                                                                                                                                               or
                                                                                                                                               omission
                                                                                                                                               was
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               best
                                                                                                                                               interests
                                                                                                                                               of
                                                                                                                                               the
                                                                                                                                               Company
                                                                                                                                               Group.



 


		(ii)	For purposes of this Agreement,
                                                                   Disability shall mean the Employee’s termination of employment
                                                                   with the Company Group as a result of a total and permanent
                                                                   disability as that term is defined in the long-term disability
                                                                   plan applicable to the Employee.



 


		(iii)	For purposes of this Agreement,
                                                                    the term “Change of Control” shall mean an event
                                                                    that is “a change in the ownership or effective control
                                                                    of the Company, or in the ownership of a substantial portion
                                                                    of the assets of the Company” within the meaning of
                                                                    Section 409A of the Internal Revenue Code of 1986, as amended
                                                                    and the regulations and guidance promulgated thereunder (the
                                                                    “Code”), and that also falls within one of the
                                                                    following circumstances:



 


		(A)	an offerer (other than the Company)
                                                                  purchases shares of the Company’s Common Stock pursuant
                                                                  to a tender or exchange offer for such shares;



 


		(B)	any person (as such term is
                                                                  used in Sections 13(d) and 14(d) (2) of the Securities Exchange
                                                                  Act of 1934) is or becomes the beneficial owner, directly or
                                                                  indirectly, of securities representing 50% or more of the combined
                                                                  voting power of the Company’s then outstanding securities;



 


		(C)	the membership the Company’s
                                                                  Board of Directors changes as the result of a contested election
                                                                  or elections, such that a majority of the individuals who are
                                                                  directors at any particular time were initially placed on the
                                                                  Board of Directors as a result of such a contested election
                                                                  or elections occurring within the previous two years; or



 


		(D)	the consummation of a merger
                                                                  in which the Company is not the surviving corporation, consolidation,
                                                                  sale or disposition of all or substantially all of the Company’s
                                                                  assets or a plan of partial or complete liquidation approved
                                                                  by the Company’s shareholders.



 


		5.	Time
                                                                                                                                                                                       of
                                                                                                                                                                                       Payment.



 


		(a)	Except as noted below, the Earned
                                                                Units that have vested pursuant to Sections 3 and 4 shall be paid
                                                                within 60 days following the expiration of the Performance Period.



 


		(b)	In the event of a termination
                                                                of employment due to Sections 4(c), 4(d) or 4(e), the Earned Units
                                                                that vest shall be paid within 60 days following the Termination Date.



 


		(c)	In the event of a Change of Control,
                                                                the Earned Units that vest in accordance with Section 4(f) shall
                                                                be paid within 30 days following the effective date of the Chagne
                                                                of Control.



 


		(d)	The applicable date on which Cash
                                                                Units are paid pursuant to this Section 5 is referred to as the
                                                                “Payment Date.” All Cash Units that have not
been earned and vested as of the Payment Date shall be forfeited.




 


		(e)	In the event that the Earned Units
                                                                become subject to Social Security and/or Medicare taxes prior
                                                                to the applicable Payment Date, the Company shall withhold a number
                                                                of Cash Units equal in value to (i) the applicable Federal Insurance
                                                                Contributions Act (“FICA”) tax imposed under Code
                                                                Sections 3101, 3121(a), and 3121(v)(2) on the Cash Units (the
                                                                “FICA Amount”) and (ii) the applicable federal, state,
                                                                local or foreign income taxes owedas a result of the withholding
                                                                of the Cash Units to pay the FICA Amount. Any subsequent payment
                                                                under this Agreement will be reduced by the amount withheld under
                                                                this Section 5(e).



 


	CORNING INCORPORATED - 2013 Form 10-K	2




    	 



    	



    

		6.	Form
                                                                                                                                                                                       of
                                                                                                                                                                                       Payment.



 


		(a)	Unless otherwise specified by
                                                                the Committee at the Payment Date pursuant to Section 6(b), Earned
                                                                Units shall be paid in cash.



 


		(b)	On or prior to the Payment Date,
                                                                the Committee may elect, to pay any Earned Units in shares of
                                                                the Company’s common stock, par value $0.50 per share (“Common
                                                                Stock”). If paid in Common Stock, the Company shall deliver
                                                                to the Employee a certificate or certificates, or at the election
                                                                of the Company make an appropriate book-entry, for the number
                                                                of whole shares of Common Stock equal in value to the number of
                                                                Earned Units that are vested as of the business day preceding
                                                                the Payment Date, with any resulting fractional shares being delivered
                                                                to the Employee in cash.



 


		(c)	The Employee shall have no further
                                                                rights with regard to the Cash Units once the cash or shares of
                                                                Common Stock have been delivered pursuant to this Section 5.



 


		(d)	All payments made pursuant to
                                                                this Agreement shall be reduced by the amount of all tax withholdings
                                                                and other permitted deductions. To the extent the Cash Units are
                                                                paid in shares of Common Stock, the Company may withhold shares
                                                                of Common Stock to satisfy any tax withholdings and permitted
                                                                deductions pursuant to Section 16(a) of the Plan.



 


		7.	Voting
                                                                                                                                                                                       and
                                                                                                                                                                                       Dividend
                                                                                                                                                                                       Rights.
                                                                                                                                                                                       The
                                                                                                                                                                                       Cash
                                                                                                                                                                                       Units
                                                                                                                                                                                       do
                                                                                                                                                                                       not
                                                                                                                                                                                       entitle
                                                                                                                                                                                       the
                                                                                                                                                                                       Employee
                                                                                                                                                                                       to
                                                                                                                                                                                       any
                                                                                                                                                                                       of
                                                                                                                                                                                       the
                                                                                                                                                                                       rights
                                                                                                                                                                                       of
                                                                                                                                                                                       a
                                                                                                                                                                                       shareholder
                                                                                                                                                                                       of
                                                                                                                                                                                       the
                                                                                                                                                                                       Company
                                                                                                                                                                                       (such
                                                                                                                                                                                       as
                                                                                                                                                                                       voting
                                                                                                                                                                                       or
                                                                                                                                                                                       dividend
                                                                                                                                                                                       rights).



 


		8.	Recoupment/Claw-back.
                                                                                                                                                                                       Notwithstanding
                                                                                                                                                                                       anything
                                                                                                                                                                                       in
                                                                                                                                                                                       this
                                                                                                                                                                                       Agreement
                                                                                                                                                                                       to
                                                                                                                                                                                       the
                                                                                                                                                                                       contrary,
                                                                                                                                                                                       the
                                                                                                                                                                                       Cash
                                                                                                                                                                                       Units
                                                                                                                                                                                       and
                                                                                                                                                                                       any
                                                                                                                                                                                       payments
                                                                                                                                                                                       pursuant
                                                                                                                                                                                       to
                                                                                                                                                                                       the
                                                                                                                                                                                       Cash
                                                                                                                                                                                       Units
                                                                                                                                                                                       shall
                                                                                                                                                                                       be
                                                                                                                                                                                       subject
                                                                                                                                                                                       to
                                                                                                                                                                                       claw-back
                                                                                                                                                                                       or
                                                                                                                                                                                       recoupment
                                                                                                                                                                                       as
                                                                                                                                                                                       mandated
                                                                                                                                                                                       by
                                                                                                                                                                                       applicable
                                                                                                                                                                                       law,
                                                                                                                                                                                       rules,
                                                                                                                                                                                       regulations
                                                                                                                                                                                       or
                                                                                                                                                                                       Company
                                                                                                                                                                                       policy
                                                                                                                                                                                       as
                                                                                                                                                                                       enacted,
                                                                                                                                                                                       adopted
                                                                                                                                                                                       or
                                                                                                                                                                                       modified
                                                                                                                                                                                       from
                                                                                                                                                                                       time
                                                                                                                                                                                       to
                                                                                                                                                                                       time.



 


		9.	Transfers.
                                                                                                                                                                                       If
                                                                                                                                                                                       the
                                                                                                                                                                                       Employee
                                                                                                                                                                                       is
                                                                                                                                                                                       transferred
                                                                                                                                                                                       from
                                                                                                                                                                                       the
                                                                                                                                                                                       Company
                                                                                                                                                                                       to
                                                                                                                                                                                       a
                                                                                                                                                                                       Subsidiary,
                                                                                                                                                                                       from
                                                                                                                                                                                       a
                                                                                                                                                                                       Subsidiary
                                                                                                                                                                                       to
                                                                                                                                                                                       the
                                                                                                                                                                                       Company
                                                                                                                                                                                       or
                                                                                                                                                                                       from
                                                                                                                                                                                       one
                                                                                                                                                                                       Subsidiary
                                                                                                                                                                                       to
                                                                                                                                                                                       another,
                                                                                                                                                                                       the
                                                                                                                                                                                       Employee’s
                                                                                                                                                                                       employment
                                                                                                                                                                                       with
                                                                                                                                                                                       the
                                                                                                                                                                                       Company
                                                                                                                                                                                       Group
                                                                                                                                                                                       shall
                                                                                                                                                                                       not
                                                                                                                                                                                       be
                                                                                                                                                                                       deemed
                                                                                                                                                                                       to
                                                                                                                                                                                       have
                                                                                                                                                                                       terminated;
                                                                                                                                                                                       provided,
                                                                                                                                                                                       however,
                                                                                                                                                                                       that
                                                                                                                                                                                       the
                                                                                                                                                                                       Subsidiary
                                                                                                                                                                                       is
                                                                                                                                                                                       owned
                                                                                                                                                                                       50%
                                                                                                                                                                                       or
                                                                                                                                                                                       greater
                                                                                                                                                                                       by
                                                                                                                                                                                       the
                                                                                                                                                                                       Company
                                                                                                                                                                                       Group.



 


		10.	Section
                                                                                                                                                                                        409A.



 


		(a)	The Cash Units are intended to
                                                                comply with or be exempt from Section 409A of the Code and shall
                                                                be administered and interpreted in accordance with that intent.
                                                                If any provision of the Plan or this Agreement would, in the reasonable
                                                                good faith judgment of the Committee, result or likely result
                                                                in the imposition on the Employee of a penalty tax under Section
                                                                409A, the Committee may modify the terms of the Plan or this Agreement,
                                                                without the consent of the Employee, in the manner that the Committee
                                                                may reasonably and in good faith determine to be necessary or
                                                                advisable to avoid the imposition of such penalty tax. This Section
                                                                10 does not create an obligation on the part of the Company to
                                                                modify the Plan or this Agreement and does not guarantee that
                                                                the Cash Units will not be subject to taxes, interest and penalties
                                                                under Section 409A.



 


		(b)	Notwithstanding
                                                                                                                                                                                           anything
                                                                                                                                                                                           to
                                                                                                                                                                                           the
                                                                                                                                                                                           contrary
                                                                                                                                                                                           in
                                                                                                                                                                                           the
                                                                                                                                                                                           Plan
                                                                                                                                                                                           or
                                                                                                                                                                                           this
                                                                                                                                                                                           Agreement,
                                                                                                                                                                                           to
                                                                                                                                                                                           the
                                                                                                                                                                                           extent
                                                                                                                                                                                           that
                                                                                                                                                                                           the
                                                                                                                                                                                           Cash
                                                                                                                                                                                           Units
                                                                                                                                                                                           constitute
                                                                                                                                                                                           deferred
                                                                                                                                                                                           compensation
                                                                                                                                                                                           for
                                                                                                                                                                                           purposes
                                                                                                                                                                                           of
                                                                                                                                                                                           Section
                                                                                                                                                                                           409A
                                                                                                                                                                                           and
                                                                                                                                                                                           the
                                                                                                                                                                                           Employee
                                                                                                                                                                                           is
                                                                                                                                                                                           a
                                                                                                                                                                                           “Specified
                                                                                                                                                                                           Employee”
                                                                                                                                                                                           (within
                                                                                                                                                                                           the
                                                                                                                                                                                           meaning
                                                                                                                                                                                           of
                                                                                                                                                                                           the
                                                                                                                                                                                           Committee’s
                                                                                                                                                                                           established
                                                                                                                                                                                           methodology
                                                                                                                                                                                           for
                                                                                                                                                                                           determining
                                                                                                                                                                                           “Specified
                                                                                                                                                                                           Employees”
                                                                                                                                                                                           for
                                                                                                                                                                                           purposes
                                                                                                                                                                                           of
                                                                                                                                                                                           Section
                                                                                                                                                                                           409A),
                                                                                                                                                                                           no
                                                                                                                                                                                           payment
                                                                                                                                                                                           or
                                                                                                                                                                                           distribution
                                                                                                                                                                                           of
                                                                                                                                                                                           any
                                                                                                                                                                                           amounts
                                                                                                                                                                                           with
                                                                                                                                                                                           respect
                                                                                                                                                                                           to
                                                                                                                                                                                           the
                                                                                                                                                                                           Cash
                                                                                                                                                                                           Units
                                                                                                                                                                                           that
                                                                                                                                                                                           are
                                                                                                                                                                                           subject
                                                                                                                                                                                           to
                                                                                                                                                                                           Section
                                                                                                                                                                                           409A
                                                                                                                                                                                           may
                                                                                                                                                                                           be
                                                                                                                                                                                           made
                                                                                                                                                                                           before
                                                                                                                                                                                           the 15th
                                                                                                                                                                                           day
                                                                                                                                                                                           of
                                                                                                                                                                                           the
                                                                                                                                                                                           seventh
                                                                                                                                                                                           month
                                                                                                                                                                                           following
                                                                                                                                                                                           the
                                                                                                                                                                                           Employee’s
                                                                                                                                                                                           “Separation
                                                                                                                                                                                           from
                                                                                                                                                                                           Service”
                                                                                                                                                                                           from
                                                                                                                                                                                           the
                                                                                                                                                                                           Company
                                                                                                                                                                                           (as
                                                                                                                                                                                           defined
                                                                                                                                                                                           in
                                                                                                                                                                                           Section
                                                                                                                                                                                           409A)
                                                                                                                                                                                           or,
                                                                                                                                                                                           if
                                                                                                                                                                                           earlier,
                                                                                                                                                                                           the
                                                                                                                                                                                           date
                                                                                                                                                                                           of
                                                                                                                                                                                           the
                                                                                                                                                                                           Employee’s
                                                                                                                                                                                           death.



 


		(c)	The actual date of payment pursuant
                                                                to Section 5 shall be within the sole discretion of the Company.
                                                                In no event may the Employee be permitted to control the year
                                                                in which settlement occurs.



 


		11.	Modification/Interpretation.
                                                                                                                                                                                        The
                                                                                                                                                                                        Committee
                                                                                                                                                                                        shall
                                                                                                                                                                                        have
                                                                                                                                                                                        the
                                                                                                                                                                                        power
                                                                                                                                                                                        to
                                                                                                                                                                                        alter,
                                                                                                                                                                                        amend,
                                                                                                                                                                                        modify
                                                                                                                                                                                        or
                                                                                                                                                                                        terminate
                                                                                                                                                                                        the
                                                                                                                                                                                        Plan
                                                                                                                                                                                        or
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        at
                                                                                                                                                                                        any
                                                                                                                                                                                        time;
                                                                                                                                                                                        provided,
                                                                                                                                                                                        however,
                                                                                                                                                                                        that
                                                                                                                                                                                        no
                                                                                                                                                                                        such
                                                                                                                                                                                        termination,
                                                                                                                                                                                        amendment
                                                                                                                                                                                        or
                                                                                                                                                                                        modification
                                                                                                                                                                                        may
                                                                                                                                                                                        adversely
                                                                                                                                                                                        affect,
                                                                                                                                                                                        in
                                                                                                                                                                                        any
                                                                                                                                                                                        material
                                                                                                                                                                                        respect,
                                                                                                                                                                                        the
                                                                                                                                                                                        Employee’s
                                                                                                                                                                                        rights
                                                                                                                                                                                        under
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        without
                                                                                                                                                                                        the
                                                                                                                                                                                        Employee’s
                                                                                                                                                                                        consent.
                                                                                                                                                                                        Notwithstanding
                                                                                                                                                                                        the
                                                                                                                                                                                        foregoing,
                                                                                                                                                                                        the
                                                                                                                                                                                        Company
                                                                                                                                                                                        shall
                                                                                                                                                                                        have
                                                                                                                                                                                        broad
                                                                                                                                                                                        authority
                                                                                                                                                                                        to
                                                                                                                                                                                        amend
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        without
                                                                                                                                                                                        the
                                                                                                                                                                                        consent
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Employee
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        extent
                                                                                                                                                                                        it
                                                                                                                                                                                        deems
                                                                                                                                                                                        necessary
                                                                                                                                                                                        or
                                                                                                                                                                                        desirable
                                                                                                                                                                                        (a)
                                                                                                                                                                                        to
                                                                                                                                                                                        comply
                                                                                                                                                                                        with
                                                                                                                                                                                        or
                                                                                                                                                                                        take
                                                                                                                                                                                        into
                                                                                                                                                                                        account
                                                                                                                                                                                        changes
                                                                                                                                                                                        in
                                                                                                                                                                                        or
                                                                                                                                                                                        interpretations
                                                                                                                                                                                        of,
                                                                                                                                                                                        applicable
                                                                                                                                                                                        tax
                                                                                                                                                                                        laws,
                                                                                                                                                                                        securities
                                                                                                                                                                                        laws,
                                                                                                                                                                                        employment
                                                                                                                                                                                        laws,
                                                                                                                                                                                        accounting
                                                                                                                                                                                        rules
                                                                                                                                                                                        and
                                                                                                                                                                                        other
                                                                                                                                                                                        applicable
                                                                                                                                                                                        laws,
                                                                                                                                                                                        rules
                                                                                                                                                                                        and
                                                                                                                                                                                        regulations,
                                                                                                                                                                                        (b)
                                                                                                                                                                                        to
                                                                                                                                                                                        take
                                                                                                                                                                                        into
                                                                                                                                                                                        account
                                                                                                                                                                                        unusual
                                                                                                                                                                                        or
                                                                                                                                                                                        nonrecurring
                                                                                                                                                                                        events
                                                                                                                                                                                        or
                                                                                                                                                                                        market
                                                                                                                                                                                        conditions,
                                                                                                                                                                                        or
                                                                                                                                                                                        (c)
                                                                                                                                                                                        to
                                                                                                                                                                                        take
                                                                                                                                                                                        into
                                                                                                                                                                                        account
                                                                                                                                                                                        significant
                                                                                                                                                                                        acquisitions
                                                                                                                                                                                        or
                                                                                                                                                                                        dispositions
                                                                                                                                                                                        of
                                                                                                                                                                                        assets
                                                                                                                                                                                        or
                                                                                                                                                                                        other
                                                                                                                                                                                        property
                                                                                                                                                                                        by
                                                                                                                                                                                        the
                                                                                                                                                                                        Company.
                                                                                                                                                                                        Any
                                                                                                                                                                                        amendment,
                                                                                                                                                                                        modification
                                                                                                                                                                                        or
                                                                                                                                                                                        termination
                                                                                                                                                                                        shall,
                                                                                                                                                                                        upon
                                                                                                                                                                                        adoption,
                                                                                                                                                                                        become
                                                                                                                                                                                        and
                                                                                                                                                                                        be
                                                                                                                                                                                        binding
                                                                                                                                                                                        on
                                                                                                                                                                                        all
                                                                                                                                                                                        persons
                                                                                                                                                                                        affected
                                                                                                                                                                                        thereby
                                                                                                                                                                                        without
                                                                                                                                                                                        requirement
                                                                                                                                                                                        for
                                                                                                                                                                                        consent
                                                                                                                                                                                        or
                                                                                                                                                                                        other
                                                                                                                                                                                        action
                                                                                                                                                                                        with
                                                                                                                                                                                        respect
                                                                                                                                                                                        thereto
                                                                                                                                                                                        by
                                                                                                                                                                                        any
                                                                                                                                                                                        such
                                                                                                                                                                                        person.
                                                                                                                                                                                        The
                                                                                                                                                                                        Committee
                                                                                                                                                                                        shall
                                                                                                                                                                                        give
                                                                                                                                                                                        written
                                                                                                                                                                                        notice
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        Employee
                                                                                                                                                                                        of
                                                                                                                                                                                        any
                                                                                                                                                                                        such
                                                                                                                                                                                        amendment,
                                                                                                                                                                                        modification
                                                                                                                                                                                        or
                                                                                                                                                                                        termination
                                                                                                                                                                                        as
                                                                                                                                                                                        promptly
                                                                                                                                                                                        as
                                                                                                                                                                                        practicable
                                                                                                                                                                                        after
                                                                                                                                                                                        the
                                                                                                                                                                                        adoption
                                                                                                                                                                                        thereof.
                                                                                                                                                                                        The
                                                                                                                                                                                        foregoing
                                                                                                                                                                                        shall
                                                                                                                                                                                        not
                                                                                                                                                                                        restrict
                                                                                                                                                                                        the
                                                                                                                                                                                        ability
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Employee
                                                                                                                                                                                        and
                                                                                                                                                                                        the
                                                                                                                                                                                        Company
                                                                                                                                                                                        by
                                                                                                                                                                                        mutual
                                                                                                                                                                                        consent
                                                                                                                                                                                        to
                                                                                                                                                                                        alter
                                                                                                                                                                                        or
                                                                                                                                                                                        amend
                                                                                                                                                                                        the
                                                                                                                                                                                        terms
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Cash
                                                                                                                                                                                        Units
                                                                                                                                                                                        in
                                                                                                                                                                                        any
                                                                                                                                                                                        manner
                                                                                                                                                                                        that
                                                                                                                                                                                        is
                                                                                                                                                                                        consistent
                                                                                                                                                                                        with
                                                                                                                                                                                        the
                                                                                                                                                                                        Plan
                                                                                                                                                                                        and
                                                                                                                                                                                        approved
                                                                                                                                                                                        by
                                                                                                                                                                                        the
                                                                                                                                                                                        Committee.



 


		12.	Headings.
                                                                                                                                                                                        The
                                                                                                                                                                                        headings
                                                                                                                                                                                        of
                                                                                                                                                                                        sections
                                                                                                                                                                                        and
                                                                                                                                                                                        subsections
                                                                                                                                                                                        are
                                                                                                                                                                                        included
                                                                                                                                                                                        solely
                                                                                                                                                                                        for
                                                                                                                                                                                        convenience
                                                                                                                                                                                        of
                                                                                                                                                                                        reference
                                                                                                                                                                                        and
                                                                                                                                                                                        shall
                                                                                                                                                                                        not
                                                                                                                                                                                        affect
                                                                                                                                                                                        the
                                                                                                                                                                                        meaning
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        provisions
                                                                                                                                                                                        of
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement.



 


		13.	Counterparts.
                                                                                                                                                                                        This
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        may
                                                                                                                                                                                        be
                                                                                                                                                                                        executed
                                                                                                                                                                                        in
                                                                                                                                                                                        two
                                                                                                                                                                                        or
                                                                                                                                                                                        more
                                                                                                                                                                                        counterparts,
                                                                                                                                                                                        each
                                                                                                                                                                                        of
                                                                                                                                                                                        which
                                                                                                                                                                                        shall
                                                                                                                                                                                        be
                                                                                                                                                                                        deemed
                                                                                                                                                                                        to
                                                                                                                                                                                        be
                                                                                                                                                                                        an
                                                                                                                                                                                        original
                                                                                                                                                                                        but
                                                                                                                                                                                        all
                                                                                                                                                                                        of
                                                                                                                                                                                        which
                                                                                                                                                                                        together
                                                                                                                                                                                        will
                                                                                                                                                                                        constitute
                                                                                                                                                                                        one
                                                                                                                                                                                        and
                                                                                                                                                                                        the
                                                                                                                                                                                        same
                                                                                                                                                                                        instrument.



 





		14.	Entire
                                                                                                                                                                                        Agreement.
                                                                                                                                                                                        This
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        and
                                                                                                                                                                                        the
                                                                                                                                                                                        Plan
                                                                                                                                                                                        constitute
                                                                                                                                                                                        the
                                                                                                                                                                                        entire
                                                                                                                                                                                        agreement
                                                                                                                                                                                        between
                                                                                                                                                                                        the
                                                                                                                                                                                        parties
                                                                                                                                                                                        hereto
                                                                                                                                                                                        with
                                                                                                                                                                                        regard
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        subject
                                                                                                                                                                                        matter
                                                                                                                                                                                        hereof.
                                                                                                                                                                                        They
                                                                                                                                                                                        supersede
                                                                                                                                                                                        all
                                                                                                                                                                                        other
                                                                                                                                                                                        agreements,
                                                                                                                                                                                        representations
                                                                                                                                                                                        or
                                                                                                                                                                                        understandings
                                                                                                                                                                                        (whether
                                                                                                                                                                                        oral
                                                                                                                                                                                        or
                                                                                                                                                                                        written
                                                                                                                                                                                        and
                                                                                                                                                                                        whether
                                                                                                                                                                                        express
                                                                                                                                                                                        or
                                                                                                                                                                                        implied)
                                                                                                                                                                                        that
                                                                                                                                                                                        relate
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        subject
                                                                                                                                                                                        matter
                                                                                                                                                                                        hereof.



 


		15.	Governing
                                                                                                                                                                                        Law.
                                                                                                                                                                                        Except
                                                                                                                                                                                        as
                                                                                                                                                                                        to
                                                                                                                                                                                        matters
                                                                                                                                                                                        of
                                                                                                                                                                                        federal
                                                                                                                                                                                        law,
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        and
                                                                                                                                                                                        all
                                                                                                                                                                                        actions
                                                                                                                                                                                        taken
                                                                                                                                                                                        thereunder
                                                                                                                                                                                        shall
                                                                                                                                                                                        be
                                                                                                                                                                                        governed
                                                                                                                                                                                        by
                                                                                                                                                                                        and
                                                                                                                                                                                        construed
                                                                                                                                                                                        in
                                                                                                                                                                                        accordance
                                                                                                                                                                                        with
                                                                                                                                                                                        the
                                                                                                                                                                                        laws
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        State
                                                                                                                                                                                        of
                                                                                                                                                                                        New
                                                                                                                                                                                        York
                                                                                                                                                                                        (other
                                                                                                                                                                                        than
                                                                                                                                                                                        its
                                                                                                                                                                                        conflict
                                                                                                                                                                                        of
                                                                                                                                                                                        law
                                                                                                                                                                                        rules).



 


IN WITNESS WHEREOF, this Agreement has
been duly executed by the Company and the Employee.


 


	CORNING
    INCORPORATED	 	EMPLOYEE
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	Date:	 	 	Date:	 




 


	CORNING INCORPORATED - 2013 Form 10-K	3