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As filed with the Securities and Exchange Commission on January 21, 1996. Registration No. 33- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ LOCKHEED MARTIN CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-1893632 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 6801 Rockledge Drive Bethesda, Maryland 20817 (Address of principal executive offices) ____________________ Lockheed Martin Corporation Salaried Savings Plan Lockheed Martin Corporation Salaried Savings Plan II Lockheed Martin Corporation Hourly Employee Savings Plan Plus Lockheed Martin Corporation Hourly Employee Investment Plan Plus (Full title of the plan) ____________________ Stephen M. Piper, Esquire Associate General Counsel and Assistant Secretary Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 (301) 897-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the Plans to which this Registration Statement relates. (2) The Registrant previously has registered 26,000,000 shares of Lockheed Martin Corporation Common Stock on Registration Statement on Form S-8 (Reg. No. 33-58097) as well as 18,582,406 shares of Lockheed Martin Corporation Common Stock on Registration Statement on Form S-8 (Reg. No. 33-58083) certain of which shares may be issued and sold pursuant to the Plans to which this Registration Statement relates and, therefore, are being registered hereunder. See "Explanatory Statement." (3) The securities registered are allocated among the plans as follows: Lockheed Martin Corporation Salaried Savings Plan, 22,500,000 shares; Lockheed Martin Corporation Salaried Employee Savings Plan II, 17,282,406 shares; Lockheed Martin Corporation Hourly Employee Savings Plan Plus, 2,900,000 shares; Lockheed Martin Corporation Hourly Employee Investment Plan Plus, 600,000 shares. (4) The fee has been computed, pursuant to Rule 457(h)(1) and guidance provided to the Corporation by the Office of Chief Counsel, based on the average of the high and low prices reported on the New York Stock Exchange on January 16, 1997. (5) A portion of the registration fee incurred in connection with the registration of shares to be offered or sold in connection with the Plans to which this Registration Statement relates was previously paid by the Registrant in connection with the Registration Statement on Form S-8 (Reg. No. 33-58097) and the Registration Statement on Form S-8 (Reg. No. 33- 58083). Accordingly, the amount previously paid has been applied as a credit against the amount otherwise due hereunder in accordance with guidance provided by the Office of Chief Counsel. - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered(1)(2)(3) per share(4) offering price(4) fee(5) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share............ 1 $87.875 $87.875 $100 - ---------------------------------------------------------------------------------------------------------------------------------- EXPLANATORY NOTE ---------------- On March 15, 1995, Lockheed Martin Corporation (the "Corporation") filed a registration statement on Form S-8 (Reg. No. 33-58097) (the "Plus Plan Registration Statement") registering an aggregate of 26,000,000 shares of the Corporation's common stock for use in connection with three of the Corporation's benefit plans: the Lockheed Salaried Employee Savings Plan Plus, the Lockheed Hourly Employee Savings Plan Plus and the Lockheed Space Operations Company Hourly Employee Investment Plan Plus. These plans were subsequently renamed as follows: the Lockheed Martin Corporation Salaried Employee Savings Plan (the "SSP"), the Lockheed Martin Corporation Hourly Employee Savings Plan Plus and the Lockheed Martin Corporation Hourly Employee Investment Plan Plus. Also on March 15, 1995, the Corporation filed a registration statement on Form S-8 (Reg. No. 33-58083) (the "PSP Registration Statement") registering 18,582,406 shares of the Corporation's common stock for use in connection with another of the Corporation's benefit plans, the Martin Marietta Corporation Performance Sharing Plan. This plan was subsequently renamed the Lockheed Martin Corporation Performance Sharing Plan (the "PSP"). Later in 1997, the Corporation anticipates combining that portion of the PSP relating to salaried employees with the SSP. In anticipation of this combination, the Corporation has divided the PSP into two parts, the first a continuation of the exiting PSP in which hourly employees will continue to participate (the "PSP Plan") and the second, to be known as the Lockheed Martin Corporation Salaried Savings Plan II, a continuation of that part of the PSP in which salaried employees participate. This Registration Statement includes the 26,000,000 shares of the Corporation's common stock originally registered pursuant to the Plus Plan Registration Statement as well as 17,282,406 shares of the Corporation's common stock originally registered pursuant to the PSP Registration Statement. By Post-Effective Amendment No. 1 to the PSP Registration Statement filed simultaneously with the filing of this Registration Statement, these latter shares have been removed from registration under the PSP Registration Statement. The 1,300,000 shares of the Corporation common stock remaining on the PSP Registration Statement remain registered thereunder and are available for use in connection with the PSP Plan. As described above, this Registration Statement registers an aggregate of 43,282,407 shares of the Corporation's common stock. These shares are allocated among the plans to which this Registration Statement pertains as follows: Lockheed Martin Corporation Salaried Savings Plan, 22,500,000 shares; Lockheed Martin Corporation Salaried Savings Plan II, 17,282,406 shares; Lockheed Martin Corporation Hourly Employee Savings Plan Plus, 2,900,000 shares; Lockheed Martin Corporation Hourly Employee Investment Plan Plus, 600,000 shares. -1- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the Commission on March 13, 1996; (b) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") (as amended on Form 8-B/A filed on March 9, 1995), and any amendment or report filed for the purpose of updating such description; (c) The Registrant's Current Report on Form 8-K filed with the Commission on January 12, 1996; (d) The Registrant's Current Report on Form 8-K filed with the Commission on April 5, 1996; (e) The Registrant's Current Report on Form 8-K filed with the Commission on May 2, 1996; (f) The Registrant's Current Report on Form 8-K/A filed with the Commission on May 8, 1996; (g) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 filed with the Commission on May 15, 1996; (h) The Registrant's Current Report on Form 8-K filed with the Commission on May 20, 1996; (i) The Registrant's Current Report on Form 8-K filed with the Commission on May 28, 1996; (j) The Registrant's Current Report on Form 8-K filed with the Commission on June 18, 1996; (k) The Registrant's Current Report on Form 8-K filed with the Commission on June 25, 1996; (l) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 filed with the Commission on August 13, 1996; -2- (m) The Annual Report on Form 11-K filed with the Commission on June 27, 1996 by the Lockheed Salaried Employee Savings Plan Plus, the Lockheed Hourly Employee Savings Plan Plus and the Lockheed Space Operations Company Hourly Employee Investment Plan Plus; (n) The Annual Report on Form 11-K filed with the Commission on June 27, 1996 by the Martin Martin Corporation Performance Sharing Plan; (o) The Registrant's Current Report on Form 8-K filed with the Commission on October 11, 1996; and (p) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 filed with the Commission on November 13, 1996; and (q) The Registrant's Current Report on Form 8-K filed with the Commission on January 21, 1997. All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. ------------------------- Not Applicable Item 5. Interests of Named Experts and Counsel. -------------------------------------- The Opinion of Counsel as to the legality of the securities being issued (constituting Exhibit 5) has been rendered by counsel who is a full- time employee of the Registrant. Counsel rendering such opinion is eligible to participate in the Plans. Item 6. Indemnification of Directors and Officers. ----------------------------------------- The Maryland General Corporation Law authorizes Maryland corporations to limit the liability of directors and officers to the corporation or its stockholders for money damages, except (a) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, (b) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding that the person's action or failure to act was the result of active and deliberate dishonesty and was material to the -3- cause of action adjudicated in the proceeding or (c) in respect of certain other actions not applicable to the Registrant. Under the Maryland General Corporation Law, unless limited by charter, indemnification is mandatory if a director or an officer has been successful on the merits or otherwise in the defense of any proceeding by reason of his or her service as a director unless such indemnification is not otherwise permitted as described in the following sentence. Indemnification is permissive unless it is established that (a) the act or omission of the director was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (b) the director actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director had reasonable cause to believe his or her act or omission was unlawful. In addition to the foregoing, a court of appropriate jurisdiction may under certain circumstances order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer has met the standards of conduct set forth in the preceding sentence or has been adjudged liable on the basis that a personal benefit was improperly received in a proceeding charging improper personal benefit to the director or officer. If the proceeding was an action by or in the right of the corporation or involved a determination that the director or officer received an improper personal benefit, however, no indemnification may be made if the individual is adjudged liable to the corporation, except to the extent of expenses approved by a court of competent jurisdiction. Article XI of the charter of the Registrant limits the liability of directors and officers to the fullest extent permitted by the Maryland General Corporation Law. Article XI of the charter of the Registrant also authorizes the Registrant to adopt by-laws or resolutions to provide for the indemnification of directors and officers. Article VI of the By-laws of the Registrant provides for the indemnification of the Registrant's directors and officers to the fullest extent permitted by the Maryland General Corporation Law. In addition, the Registrant's directors and officers are covered by certain insurance policies maintained by the Registrant. Item 7. Exemption from Registration Claimed. ----------------------------------- Not Applicable Item 8. Exhibits. -------- 5. Opinion of Stephen M. Piper, Esquire. 23-A. Consent of Ernst & Young LLP. 23-B. Consent of Coopers & Lybrand L.L.P. -4- 23-C. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof). 24. Powers of Attorney. The Registrant hereby represents that it will submit or has submitted the Plans covered by this Registration Statement to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify the Plans. Item 9. Undertakings. ------------ (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of -5- 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland on the date indicated below. LOCKHEED MARTIN CORPORATION Date: January 21, 1997 By: /s/ Stephen M. Piper -------------------------------- Stephen M. Piper Associate General Counsel and Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland. Date: January 21, 1997 LOCKHEED MARTIN CORPORATION SALARIED SAVINGS PLAN By: /s/ Thomas F. Kinstle --------------------------------- Thomas F. Kinstle Vice President -- Employee Benefits LOCKHEED MARTIN CORPORATION SALARIED SAVINGS PLAN II By: /s/ Thomas F. Kinstle --------------------------------- Thomas F. Kinstle Vice President -- Employee Benefits LOCKHEED MARTIN CORPORATION HOURLY EMPLOYEE SAVINGS PLAN PLUS By: /s/ Thomas F. Kinstle --------------------------------- Thomas F. Kinstle Vice President -- Employee Benefits LOCKHEED MARTIN CORPORATION HOURLY EMPLOYEE INVESTMENT PLAN PLUS By: /s/ Thomas F. Kinstle --------------------------------- Thomas F. Kinstle Vice President -- Employee Benefits Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Norman R. Augustine Chief Executive Officer January 21, 1997 ------------------- and Director Norman R. Augustine* /s/ Marcus C. Bennett Chief Financial January 21, 1997 ----------------- Officer and Director Marcus C. Bennett* /s/ Robert E. Rulon Chief Accounting January 21, 1997 --------------- Officer Robert E. Rulon* /s/ Vance D. Coffman Director January 21, 1997 ---------------- Vance D. Coffman* /s/ Houston I. Flournoy Director January 21, 1997 ------------------- Houston I. Flournoy* /s/ James F. Gibbons Director January 21, 1997 ---------------- James F. Gibbons* /s/ Edward E. Hood, Jr. Director January 21, 1997 ------------------- Edward E. Hood, Jr.* /s/ Caleb B. Hurtt Director January 21, 1997 -------------- Caleb B. Hurtt* /s/ Gwendolyn S. King Director January 21, 1997 ----------------- Gwendolyn S. King* /s/ Frank C. Lanza Director January 21, 1997 -------------- Frank C. Lanza* /s/ Vincent N. Marafino Director January 21, 1997 ------------------- Vincent N. Marafino* /s/ Eugene F. Murphy Director January 21, 1997 ---------------- Eugene F. Murphy* /s/ Allen E. Murray Director January 21, 1997 ---------------- Allen E. Murray* /s/ Bernard L. Schwartz Director January 21, 1997 ------------------- Bernard L. Schwartz* /s/ Daniel M. Tellep Director January 21, 1997 ---------------- Daniel M. Tellep* /s/ Carlisle A.H. Trost Director January 21, 1997 ------------------- Carlisle A.H. Trost* /s/ James R. Ukropina Director January 21, 1997 ----------------- James R. Ukropina* /s/ Douglas C. Yearley Director January 21, 1997 ------------------ Douglas C. Yearley* *By:/s/ Stephen M. Piper January 21, 1997 -------------------- (Stephen M. Piper, Attorney-in-fact**) - -------------------- **By authority of Powers of Attorney filed with this Registration Statement on Form S-8 EXHIBIT INDEX Exhibit Page Number Description No. ------ ----------- ---- 5. Opinion of Stephen M. Piper, Esquire. 23-A. Consent of Ernst & Young LLP. 23-B. Consent of Coopers & Lybrand L.L.P. 23-C. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof). 24. Powers of Attorney.
Exhibit 5 [LETTERHEAD OF LOCKHEED MARTIN CORPORATION] January 21, 1996 Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 RE: Lockheed Martin Corporation (i) Salaried Savings Plan, (ii) Salaried Savings Plan II, (iii) Hourly Employee Savings Plan and (iv) Hourly Employee Investment Plan (the "Plans") Ladies and Gentlemen: I submit this opinion to you in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") on the date hereof. The Registration Statement registers 43,282,406 shares of the common stock of Lockheed Martin Corporation (the "Corporation") as well as an indeterminate amount of related plan interests for use in connection with the Plans. The shares of common stock are allocated among the Plans as follows: (i) Lockheed Martin Corporation Salaried Savings Plan, 22,500,000 shares, (ii) Lockheed Martin Corporation Salaried Savings Plan II, 17,282,406 shares, (iii) Lockheed Martin Corporation Hourly Employee Savings Plan 2,900,000 shares, and (iv) Lockheed Martin Corporation Hourly Employee Investment Plan, 600,000 shares. The Plans contemplate that common stock may be treasury shares or authorized but unissued shares or may be acquired in the open market. As Associate General Counsel of the Corporation, I have examined such corporate records, certificates and other documents and have reviewed such questions of law as I deemed necessary or appropriate for the purpose of this opinion. Based upon that examination and review, I advise you that in my opinion: (i) the Corporation has been duly incorporated and is validly existing under the laws of the State of Maryland; and (ii) to the extent that the operation of the Plans results in the issuance of common stock, such shares of common stock have been duly and validly authorized and, when issued in accordance with the terms set forth in the Registration Statement, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my opinion in the Registration Statement. Very truly yours, /s/ Stephen M. Piper Stephen M. Piper Associate General Counsel
EXHIBIT 23-A ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in Lockheed Martin Corporation's Registration Statement (Form S-8) pertaining to: (1) Lockheed Martin Corporation Salaried Savings Plan, (2) Lockheed Martin Corporation Salaried Savings Plan II, (3) Lockheed Martin Corporation Hourly Employee Savings Plan Plus, and (4) Lockheed Martin Corporation Hourly Employee Investment Plan Plus of our reports: (a) dated January 23, 1996, with respect to the consolidated financial statements of Lockheed Martin Corporation incorporated by reference in its Annual Report (Form 10-K); and (b) dated May 31, 1996, with respect to the financial statements and schedules of (1) Lockheed Martin Corporation Salaried Savings Plan (formerly known as the Lockheed Salaried Employee Savings Plan Plus), (2) Lockheed Martin Corporation Salaried Savings Plan II (formerly known as the Martin Marietta Corporation Performance Sharing Plan), (3) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (formerly known as the Lockheed Hourly Employee Savings Plan Plus), and (4) Lockheed Martin Corporation Hourly Employee Investment Plan Plus (formerly known as the Lockheed Space Operations Company Hourly Employee Investment Plan Plus), included in each Plan's Annual Report (Form 11-K); all for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Washington, DC January 21, 1997
Exhibit 23-B CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statements of Lockheed Martin Corporation on Form S-8 (relating to the Lockheed Martin Corporation Supplemental Savings Plan, the Lockheed Martin Corporation Salaried Savings Plan, the Lockheed Martin Corporation Salaried Savings Plan II, the Lockheed Martin Corporation Hourly Employee Savings Plan Plus and the Lockheed Martin Corporation Hourly Employee Investment Plan Plus) of our report dated May 17, 1996 on our audits of the consolidated financial statements of Loral Corporation and Subsidiaries -Retained Business, which is now known as Lockheed Martin Tactical Systems Inc., a subsidiary of Lockheed Martin Corporation, as of March 31, 1996 and 1995 and for the years ended March 31, 1996, 1995 and 1994, which report is incorporated by reference in these Forms S-8 from Lockheed Martin Corporation, Form 8K dated June 18, 1996. /s/ COOPERS & LYBRAND L.L.P. New York, New York January 21, 1997
Exhibit 24 LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ NORMAN R. AUGUSTINE December 5, 1996 - ----------------------- Norman R. Augustine Chief Executive Officer and Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ MARCUS C. BENNETT December 5, 1996 - --------------------- Marcus C. Bennett Executive Vice President, Chief Financial Officer and Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ ROBERT E. RULON December 5, 1996 - ------------------- Robert E. Rulon Chief Accounting Officer POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ VANCE D. COFFMAN December 5, 1996 - -------------------- Vance D. Coffman Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ HOUSTON I. FLOURNOY December 5, 1996 - ----------------------- Houston I. Flournoy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ JAMES F. GIBBONS December 5, 1996 - -------------------- James F. Gibbons Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ EDWARD E. HOOD, JR. December 5, 1996 - ----------------------- Edward E. Hood, Jr. Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ CALEB B. HURTT December 5, 1996 - ------------------ Caleb B. Hurtt Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ GWENDOLYN S. KING December 5, 1996 - --------------------- Gwendolyn S. King Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ FRANK C. LANZA December 5, 1996 - ------------------ Frank C. Lanza Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ VINCENT N. MARAFINO December 5, 1996 - ----------------------- Vincent N. Marafino Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ EUGENE F. MURPHY December 5, 1996 - -------------------- Eugene F. Murphy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ ALLEN E. MURRAY December 5, 1996 - ------------------- Allen E. Murray Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ BERNARD L. SCHWARTZ December 5, 1996 - ---------------------- Bernard L. Schwartz Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ DANIEL M. TELLEP December 5, 1996 -------------------- Daniel M. Tellep Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ CARLISLE A.H. TROST December 5, 1996 - ----------------------- Carlisle A.H. Trost Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ JAMES R. UKROPINA December 5, 1996 - -------------------- James R. Ukropina Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans: (i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees (ii) Lockheed Martin Corporation Salaried Savings Plan (iii) Lockheed Martin Corporation Salaried Savings Plan II (iv) Lockheed Martin Corporation Supplemental Savings Plan (v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus (vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus /s/ DOUGLAS C. YEARLEY December 5, 1996 - ---------------------- Douglas C. Yearley Director