CORNING INCORPORATED SUPPLEMENTAL INVESTMENT PLAN

EXHIBIT 10.39

CORNING INCORPORATED

SUPPLEMENTAL INVESTMENT PLAN

CORNING INCORPORATED (the “Company”) hereby amends and restates in its entirety, effective January 1, 2008, the Corning Incorporated Supplemental Investment Plan (the “Plan”) to permit Eligible Employees to defer a portion of their compensation to supplement contributions they make pursuant to the Corning Incorporated Investment Plan.

ARTICLE ONE

Definitions

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ARTICLE TWO

Purpose and Intent of Plan

ARTICLE THREE

Eligibility and Participation

An employee who is eligible to participate in this Plan in a Plan Year shall not continue to be eligible to participate in the Plan in any subsequent Plan Year unless the employee satisfies the foregoing eligibility criteria in such subsequent Plan Year.

(b) Participation. An Eligible Employee shall commence participating in the Plan consistent with the Eligible Employee’s election pursuant to Section 4.3 in the event that the Eligible Employee’s elected contributions under the Investment Plan for a Plan Year are suspended because the Eligible Employee’s Compensation for such year exceeds the annual compensation limit of Code Section 401(a)(17) ($225,000 in calendar year 2007) or the Eligible Employee has contributed the maximum contribution to the Investment Plan under Code Sections 402(g) and 414(v).

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ARTICLE FOUR

Contributions

(a) Matching Allocations. If any portion of an Eligible Employee’s contributions under Section 4.1 consists of amounts that would have been matched by the Company under the Investment Plan but for a Code limitation on contributions, the Company will credit matching allocations to the Eligible Employee under this Plan with respect to such amounts at the same level and under the same terms as specified in the Investment Plan. Any Investment Plan limitation on matching contributions that is not attributable to Code limitations (e.g., the Investment Plan’s cap on the maximum Company match) shall apply to allocations credited under this Plan and under the Investment Plan in the aggregate. Matching allocations will be credited separately with respect to salary and bonus deferrals instead of being based on deferrals in the aggregate; an Eligible Employee will not be credited with a maximum match unless he or she contributes at least the required percent of earnings from both components of income (i.e., base salary and bonuses).

(b) Allocations for Long-Service Employees. Each Plan Year, the Company shall allocate on behalf of each Eligible Employee who both (i) is currently accruing a benefit under the career average formula of the Company’s Pension Plan (part I benefit) and (ii) has nine or more years of vesting service as of the preceding December 31 and who is making contributions to this Plan for the Plan Year, an amount equal to 1.175 percent of the Eligible Employee’s Compensation for the Plan Year, reduced by the amount the Company contributes as a mandatory contribution to the Investment Plan for the Plan Year. No contribution will be made under this subsection (b) for any period during which an Eligible Employee is accruing a benefit under the cash balance formula of the Company’s Pension Plan (part II benefit).

Such election shall include: (a) the amount to be deferred; and (b) for the Eligible Employee’s initial election to contribute to the Plan, the form of payment for receiving his or her retirement benefits. The terms of this election shall be irrevocable except that a new election form may be filed with respect to future deferrals for subsequent Plan Years. However, the form of payment elected by an Eligible Employer in his/her first deferral election shall govern all subsequent deferrals.

An Eligible Employee shall make separate elections with respect to deferrals of base salary and deferrals of bonuses. An Eligible Employee’s elections for base salary and bonuses shall continue in effect for subsequent Plan Years until the Eligible Employee makes a new election. Any new election shall become effective for Compensation earned for services provided in the Plan Year following the year when the new election is made. Generally, references to “base salary” means Compensation other than Compensation earned for services provided (in whole or part) in one year and paid out in a subsequent year (e.g., annual bonuses), and references to bonuses means Compensation that does not qualify as a base salary.

When an Eligible Employee makes an election to contribute a percentage of base salary into the Plan, the Eligible Employee must also make an election to contribute a percentage to the Investment Plan. Actual deferrals into this Plan shall not commence until the percentage election under the Investment Plan results in a cessation of contributions to the Investment Plan due to the application of the Code’s limitations on compensation and/or contributions. By making a base salary deferral election into this Plan for a Plan Year, the Eligible Employee agrees that his or her deferral election under the Investment Plan shall be irrevocable for the Plan Year.

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ARTICLE FIVE

Investment of Eligible Employee Accounts

Notwithstanding the objective of establishing identical investment options under this Plan as exist in the Investment Plan, the Committee may in its sole discretion establish independent rules under this Plan concerning the investment of Eligible Employee deferrals in the Company Stock Fund, e.g., by prohibiting such investments altogether, by prohibiting persons subject to Section 16(b)’s short-swing profits rules from making such investments or by otherwise regulating the terms of investing in the Company Stock Fund.

The amount of an Eligible Employee’s deferrals that can be allocated to the Company Stock Fund is restricted to 20% of such deferrals and no transfers from any other investment fund into the Company Stock Fund are permitted. If an Eligible Employee’s investment elections as to future deferrals indicates an allocation to the Company Stock Fund that is in excess of 20% of total deferrals, then the excess portion of said Eligible Employee’s Company Stock Fund allocation election which is over 20% shall be automatically revised to direct such excess portion of any future contributions to a default fund designated by the Investment Plan Committee.

The Company shall have the ultimate obligation to pay out all deferred amounts adjusted for earnings/losses thereon in accordance with the terms of this Plan. In order to meet its obligations under this Plan, the Company may appoint a Trustee and direct such Trustee to establish a single investment account or individual investment accounts. The Trustee shall be empowered to invest such accounts and any earnings thereon in such investments (not to include securities of the Trustee) as may be designated by the Committee. In the event a Trustee is appointed to establish investment accounts, the Committee shall be responsible for directing how the accounts are to be invested, taking into account Eligible Employee preferences. If no Trustee is appointed, the Committee shall establish bookkeeping accounts and credit earnings to such accounts in accordance with such Investment Plan benchmarks as may be established from time to time.

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No Eligible Employee shall have any property rights in any such fund or trust or in any other assets held by a Participating Company. The right of an Eligible Employee or his or her spouse or beneficiary to receive any of the benefits provided by this Plan shall be an unsecured claim against the general assets of a Participating Company.

ARTICLE SIX

Benefits

(a) Retirement Benefits. If an Eligible Employee terminates employment at any time on or after the date the Eligible Employee attains age 55 and completes five years of vesting service, the amounts accumulated in an Eligible Employee’s account shall be paid in full or shall commence within 60 days after the six month anniversary of his or her termination of employment. Account balances shall be paid in cash in either a lump sum or in annual installment payments of substantially equal amounts over a five year period. Installment payments will be calculated by dividing the Eligible Employee’s account balance by the remaining installment payments). The election of the form of payment shall be made initially at the time of the deferral election as specified in Section 4.3. If no valid election concerning the form of benefits is in effect, the Eligible Employee’s entire account balance shall be paid in a lump sum amount. For purposes of this Plan, vesting service shall be calculated under the rules set forth in the Investment Plan as of January 1, 2008. For purposes of this Section, “terminates employment” or “termination of employment” shall have the meaning specified in Section 409A; provided that for purposes of this definition where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the employment relationship is deemed to terminate on the first date immediately following a 29-month period of absence.

(b) Death Benefits. In the event of an Eligible Employee’s death, his or her account balance shall be payable to his or her designated beneficiary which may be a natural person, a trust or an estate. An Eligible Employee shall designate his or her beneficiary in writing on a form acceptable to the Committee. The filing of any beneficiary designation form shall have the effect of automatically revoking any beneficiary designation form filed previously. The consent of a previously-designated beneficiary shall not be a prerequisite for an Eligible Employee to file a new beneficiary designation form.

If death occurs while the Eligible Employee is receiving installment payments, the Company shall pay the remaining interest of the Eligible Employee to his or her beneficiary in a lump sum payment within 60 days after the Eligible Employee’s death.

With respect to deaths which occur prior to an Eligible Employee’s commencing receipt of benefits, the Company shall pay the Eligible Employee’s benefit to his or her beneficiary in a lump sum payment within 60 days after the Eligible Employee’s death.

If a beneficiary is not validly designated, or is not living or cannot be found at the date of payment, any amount payable pursuant to this Plan shall be paid to the estate of the Eligible Employee in a lump sum amount.

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(c) Benefits Payable Other Than on Account of Retirement or Death. If an Eligible Employee’s termination of employment occurs for any reason other than retirement or death as described in the preceding subsections, the Eligible Employee’s entire vested interest under this Plan shall be paid out in a single lump sum payment within 60 days following termination of employment. Notwithstanding the foregoing, benefit payments to a specified employee may not commence until six months following the date of the specified employee’s termination of employment. Therefore, benefits paid under this subsection to a specified employee shall be paid in a lump sum within 60 days after the date that is 6 months following the specified employee’s termination of employment. For purposes of this Section, “specified employee” or “termination of employment” shall have the meanings set forth in Section 409A; provided that for purposes of the definition of “termination of employment” where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the employment relationship is deemed to terminate on the first date immediately following a 29-month period of absence.

For purposes of the Plan, the term “Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Eligible Employee that would result in severe financial hardship to the Eligible Employee resulting from (i) an illness or accident of the participant, the participant’s spouse or a dependent of the participant, (ii) a loss of the participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant, all as determined in the sole discretion of the Committee.

ARTICLE SEVEN

Administration and Procedures

The Committee shall inform each Eligible Employee of any deferral, investment and beneficiary elections which the Employer may possess and shall record such choices along with such other information as may be necessary to administer the Plan.

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Members of the Committee shall not be subject to individual liability with respect to their actions under this Plan. Notwithstanding the foregoing, the Company shall indemnify each member of the Committee who may incur financial liability for actions or failures to act with respect to the member’s Committee responsibilities.

(a) Claim for Benefits. The Committee, or its authorized delegate, shall maintain a procedure under which an Eligible Employee or his beneficiary (or an authorized representative acting on behalf of an Eligible Employee or his beneficiary) may assert a claim for benefits under the Plan. Any such claim shall be submitted to the Committee in writing. The Committee will generally notify the claimant of its decision within 90 days after it receives the claim. However, if the Committee determines that special circumstances require an extension of time to decide the claim, it may obtain an additional 90 days to decide the claim. Before obtaining this extension, the Committee will notify the claimant, in writing and before the end of the initial 90-day period, of the special circumstances requiring the extension and the date by which the Committee expects to render a decision.

(b) Claims Review Procedure. If the claimant’s claim is denied in whole or in part, the Committee will provide the claimant, within the period described in Section 7.5(a), with a written or electronic notice which explains the reason or reasons for the decision, includes specific references to Plan provisions upon which the decision is based, provides a description of any additional material or information which might be helpful to decide the claim (including an explanation of why that information may be necessary), and describes the appeals procedures and applicable filing deadlines.

If a claimant disagrees with the decision reached by the Committee, the claimant may submit a written appeal requesting a review of the decision. The claimant’s written appeal must be submitted within 60 days of receiving the initial adverse decision. The claimant’s written appeal should clearly state the reason or reasons why the claimant disagrees with the Committee’s decision. The claimant may submit written comments, documents, records and other information relating to the claim even if such information was not submitted in connection with the initial claim for benefits. Additionally, the claimant, upon request and free of charge, may have reasonable access and copies of all documents, records and other information relevant to the claim.

The Committee will generally decide a claimant’s appeal within 60 days after receipt of appeal. If special circumstances require an extension of time for reviewing the claim, the claimant will be notified in writing. The notice will be provided prior to the commencement of the extension, describe the special circumstances requiring the extension and set forth the date the Committee will decide the appeal. Such date will not be later than 120 days from the date the Committee receives the appeal. In the case of an adverse decision, the notice will explain the reason or reasons for the decision, include specific references to Plan provisions upon which the decision is based, and indicate that the claimant is entitled to, upon request and free of charge, reasonable access to and copies of documents, records, and other information relevant to the claim.

A claimant may not commence a judicial proceeding against any person, including the Plan, the Plan administrator, a Participating Company, or any other person, with respect to a claim for benefits without first exhausting the claims procedures set forth in the preceding paragraph. A claimant who has exhausted these procedures and is dissatisfied with the decision on appeal of a denied claim may bring an action in an appropriate court to review the Committee’s decision on appeal but only if such action is commenced no later than the earlier of (1) the applicable statute of limitations, or (2) the first anniversary of the Committee’s decision on appeal.

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ARTICLE EIGHT

Amendment and Termination

ARTICLE NINE

Miscellaneous

IN WITNESS WHEREOF, the Company has caused this Plan document to be executed by its duly authorized officer this 3rd day of October 2007

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