EX-4.2



 Exhibit 4.2 

(FACE OF SECURITY) 
 THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE FOR THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS THE COMMON DEPOSITARY (THE
“COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING S.A. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
NAME OF ANY PERSON OTHER THAN SUCH COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR SUCH OTHER NAME REQUESTED BY THE COMMON DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON
DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY. 







 0.698% Notes due 2024 

CORNING INCORPORATED 
  

			
	 Issue Date: August 10, 2017
	  	Maturity: August 9, 2024
		
	 Principal Amount: ¥21,000,000,000
	  	CUSIP No.: 219350 BC8
		
	 Registered: R-1
	  	Common Code: 165969766
		
		  	ISIN No.: XS1659697665

 Corning Incorporated, a corporation duly organized and existing under the laws of the State of New York
(herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or registered assigns,
the principal sum of TWENTY ONE BILLION JAPANESE YEN (¥21,000,000,000) on August 9, 2024, and to pay interest thereon from August 10, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on February 9 and August 9 in each year, commencing February 9, 2018, and at the Maturity thereof, at the rate of 0.698% per annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for
such interest, which shall be January 26 or July 26 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, on any Interest
Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this 







 
series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Additional Amounts are
payable when and as provided by the Indenture. 
 Initially, The Bank of New York Mellon, London Branch, will act as the Paying Agent (the
“Paying Agent”) and The Bank of New York Mellon Trust Company, N.A., will act as security registrar (the “Registrar”) for the Security. The Company may change any Paying Agent or Registrar without notice to any Holder. 

Payment of the principal of, premium (if any), and interest and Additional Amounts, on this Security will be made at the office or agency of
the Paying Agent in Japanese yen, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof; provided, that if this security is a Global Security, payment will be made pursuant to the
Applicable Procedures of the Depositary as permitted in said Indenture; and provided, further, that if this Security is in non-global form, at the option of the Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that if Japanese yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its
control, then all payments in respect of the Notes will be made in U.S. dollars until Japanese yen is again available to the Company, and that in such circumstances the amount payable on any date in Japanese yen will be converted to U.S. dollars on
the basis of the noon buying rate in The City of New York for cable transfers of Japanese yen as certified for customs purposes (or if not so certified, as otherwise determined) by the Federal Reserve Bank of New York (such rate, the “Market
Exchange Rate”) on the second business day before the date that payment is due, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date that payment is due.
Any payment in respect of the notes so made in U.S. dollars will 







 
not constitute an Event of Default under the Indenture. Neither the Trustee nor the Paying Agent will be responsible for obtaining exchange rates, effecting conversions or otherwise handling
redenominations. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. 
 Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 







 Unless the certificate of authentication hereon has been executed by the Trustee referred to on
the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 

Dated: August 10, 2017 
 [SEAL] 

 

			
	 CORNING INCORPORATED

		
	By:	 	  

	Name:	 	Stephen C. Propper
	Title:	 	Assistant Treasurer


  

					
	Attest:	 	By:	 	  

		 	Name:	 	Linda E. Jolly
		 	Title:	 	Vice President and Corporate Secretary








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. 

 

							
	Dated: August 10, 2017	 		 		 	 THE BANK OF NEW YORK
  

MELLON TRUST COMPANY, N.A.,

				
		 		 		 	as Trustee
				
		 		 		 	  

		 		 		 	Authorized Signatory








 (REVERSE OF SECURITY) 

0.698% Notes due 2024 
 This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 8, 2000, as supplemented, between the
Company and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture) and an Officer’s Certificate relating to the Securities (together with the Indenture, herein called the “Indenture”, which term shall have the meaning assigned to it in the Indenture), dated as of August 10, 2017, and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited initially in aggregate principal amount to ¥21,000,000,000 (which amount may be increased at the option of the Company as
provided below if in the future it determines that it may wish to sell additional Securities of this series). 
 The Company may from time
to time, without consent of the existing Holders, create and issue additional Securities of this series (the “Additional Securities”) having the same terms and conditions as the Securities of this series in all respects, except for the
issue date, issue price and, under some circumstances, the first payment of interest thereon. Such Additional Securities, at the Company’s determination and in accordance with the provisions of the Indenture, will be consolidated with and form
a single series with the previously outstanding Securities of this series for U.S. federal income tax purposes and for all purposes under the Indenture, including, without limitation, amendments, waivers and redemptions. The aggregate principal
amount of the Additional Securities, if any, of this series shall be unlimited. 







 The Securities of this series are subject to redemption as follows: 

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is
announced or becomes effective on or after August 4, 2017, the Company determines, based upon its receipt of a written opinion of independent counsel selected by the Company, that the Company will become obligated to pay Additional Amounts, as
described in Section 1011 of the Indenture, with respect to the Securities of this series, then the Company may at its option redeem, in whole, but not in part, the Securities of this series on not less than 30 nor more than 60 days’ prior
notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid on those Securities to the date fixed for redemption. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 
 No
sinking fund is provided for the Securities of this series. 
 If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains 







 
provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one
class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities
at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 







 As provided in the Indenture and subject to certain limitations therein set forth, the transfer
of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in minimum denominations of ¥100,000,000 and integral
multiples of ¥10,000,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for
any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 







 This Security is a Global Security and is subject to the provisions of the Indenture relating to
Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. 
 This Security
and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 
 All terms used in this
Security that are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture.