As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-06515
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO 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
incorporation or organization) Identification No.)
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(Address of principal executive offices)
____________________
LOCKHEED MARTIN VOUGHT SYSTEMS
CAPITAL ACCUMULATION PLAN
(Full Title of 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)
================================================================================
EXPLANATORY STATEMENT
---------------------
In connection with the acquisition of Loral Corporation by Lockheed Martin
Corporation (the "Corporation"), on June 21, 1997 the Corporation filed a
Registration Statement on Form S-8 (Reg. No. 333-06515) (the "Registration
Statement") registering 500,000 shares of Lockheed Martin Corporation Common
Stock for use in connection with the Lockheed Martin Vought Systems Capital
Accumulation Plan (the "Plan"). The Corporation has combined that portion of the
Plan relating to salaried employees with the Lockheed Martin Corporation
Salaried Savings Plan (the "SSP") and that portion of the Plan relating to
hourly employees with the Lockheed Martin Corporation Performance Sharing Plan
(the "PSP"). As a consequence of this combination, shares of Lockheed Martin
Corporation Common Stock previously registered by the Corporation for use in
connection with the Plan on the Registration Statement and not already issued
will not be issued in connection with the Plan by the Corporation.
Pursuant to the Corporation's undertakings in the Registration Statement
and in accordance with advice received by the Corporation from the Office of
Chief Counsel of the Division of Corporation Finance, the Corporation is filing
this Post-Effective Amendment No. 1 to the Registration Statement to remove from
registration under the Registration Statement the shares of Lockheed Martin
Corporation Common Stock registered thereunder which will not be issued in
connection with the Plan. Simultaneously with the filing of this Post-Effective
Amendment No. 1, the Corporation is filing a Registration Statement on Form S-8
registering shares of Lockheed Martin Corporation Common Stock for use in
connection with the SSP and the PSP. The shares so registered will include the
shares not used in connection with the Plan being deregistered hereunder.
-2-
Item 8. Exhibits
- ------ --------
Exhibit No. Description
- ----------- -----------
24 Powers of Attorney
-3-
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 Post-Effective
Amendment No. 1 to Registration Statement No. 333-06515 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of
Montgomery, State of Maryland and on the date indicated below.
LOCKHEED MARTIN CORPORATION
Date: June 30, 1998 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 Post-Effective
Amendment No. 1 to Registration Statement No. 333-06515 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of
Montgomery, State of Maryland.
LOCKHEED MARTIN VOUGHT SYSTEMS
CAPITAL ACCUMULATION PLAN
Date: June 30, 1998 By:/s/Thomas F. Kinstle
--------------------
Thomas F. Kinstle
Vice President, Benefit
Finance & Administration
-4-
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement No. 333-06515 on Form S-8
has been signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
- --------------------------- ---------------------------- -------------
/s/ Vance D. Coffman Chairman and Chief Executive June 30, 1998
- --------------------------- Officer
Vance D. Coffman*
/s/ Marcus C. Bennett Executive Vice President, June 30, 1998
- --------------------------- Chief Financial Officer and
Marcus C. Bennett* Director
/s/ Todd J. Kallman Chief Accounting Officer June 30, 1998
- ---------------------------
Todd J. Kallman*
/s/ Norman R. Augustine Director June 30, 1998
- ---------------------------
Norman R. Augustine*
/s/ Lynne V. Cheney Director June 30, 1998
- ---------------------------
Lynne V. Cheney*
/s/ James F. Gibbons Director June 30, 1998
- ---------------------------
James F. Gibbons*
/s/ Edward E. Hood, Jr. Director June 30, 1998
- ---------------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director June 30, 1998
- ---------------------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director June 30, 1998
- ---------------------------
Gwendolyn S. King*
/s/ Vincent N. Marafino Director June 30, 1998
- ---------------------------
Vincent N. Marafino*
/s/ Frank Savage Director June 30, 1998
- ---------------------------
Frank Savage*
-5-
/s/ Peter B. Teets Director June 30, 1998
- ---------------------------
Peter B. Teets*
/s/ Carlisle A.H. Trost Director June 30, 1998
- ---------------------------
Carlisle A.H. Trost*
/s/ James R. Ukropina Director June 30, 1998
- ---------------------------
James R. Ukropina*
/s/ Douglas C. Yearley Director June 30, 1998
- ---------------------------
Douglas C. Yearley*
*By: /s/ Stephen M. Piper June 30, 1998
----------------------------------------
(Stephen M. Piper, Attorney-in-fact**)
- --------------------
** By authority of powers of attorney filed with this Post-Effective Amendment
No. 1 to Registration Statement 333-06515.
-6-
EXHIBIT 24
----------
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Vance D. Coffman June 26, 1998
- -------------------
Vance D. Coffman
Chairman and Chief Executive Officer
-7-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Marcus C. Bennett June 26, 1998
- --------------------
Marcus C. Bennett
Executive Vice President, Chief Financial
Officer and Director
-8-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Todd J. Kallman June 26, 1998
- ------------------
Todd J. Kallman
Chief Accounting Officer
-9-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Norman R. Augustine June 26, 1998
- ----------------------
Norman R. Augustine
Director
-10-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Lynne V. Cheney June 26, 1998
- ------------------
Lynne V. Cheney
Director
-11-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/James F. Gibbons June 26, 1998
- -------------------
James F. Gibbons
Director
-12-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Edward E. Hood, Jr. June 26, 1998
- ----------------------
Edward E. Hood, Jr.
Director
-13-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Caleb B. Hurtt June 26, 1998
- -----------------
Caleb B. Hurtt
Director
-14-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Gwendolyn S. King June 26, 1998
- --------------------
Gwendolyn S. King
Director
-15-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Vincent N. Marafino June 26, 1998
- ----------------------
Vincent N. Marafino
Director
-16-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Frank Savage June 26, 1998
- ---------------
Frank Savage
Director
-17-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Peter B. Teets June 26, 1998
- -----------------
Peter B. Teets
Director
-18-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Carlisle A.H. Trost June 26, 1998
- ----------------------
Carlisle A.H. Trost
Director
-19-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/James R. Ukropina June 26, 1998
- --------------------
James R.Ukropina
Director
-20-
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 post-effective amendments (and amendments thereto) to
registration statements ("Existing Registration Statements") previously filed by
Lockheed Martin Corporation ("Lockheed Martin") on Form S-8 under the Securities
Act of 1933, as amended, (the "Securities Act") 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 attorneys-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 post-
effective amendments are to be filed for the purpose of deregistering shares of
common stock of Lockheed Martin registered by Lockheed Martin on the Existing
Registration Statements for use in connection with the employee benefit plans
listed below a portion of which common stock is now required to be deregistered
as such plans will no longer be maintained by Lockheed Martin and such common
stock will consequently not be issued. The foregoing Power of Attorney relates
to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Tactical Systems Master Savings Plan
(ii) Lockheed Martin Tactical Defense Systems Savings Plan
(iii) Lockheed Martin Fairchild Corp. Savings Plan
(iv) Lockheed Martin Librascope Retirement Savings Plan
(v) Lockheed Martin IR Imaging Systems, Inc. Savings Plan
(vi) Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
(vii) Lockheed Martin Aerospace Savings Plan
/s/Douglas C. Yearley June 26, 1998
- ---------------------
Douglas C. Yearley
Director
-21-
