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As filed with the Securities and Exchange Commission on December 18, 1998 Registration No. 333-_____ - -------------------------------------------------------------------------------- UNITED STATES 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 (I.R.S. Employer Identification No.) of incorporation or organization) 6801 Rockledge Drive Bethesda, Maryland 20817 (Address of principal executive offices) Lockheed Martin Corporation 1995 Omnibus Performance Award Plan (Full title of the plan) Marian S. Block, 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) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 based on the average of the high and low sales prices per share of the Common Stock on December 15, 1998.
Proposed Proposed Amount maximum maximum of Title of securities Amount to be offering price aggregate registration to be registered registered per share (1) offering price(1) fee - ----------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 8,500,000 $93.63 $795,855,000 $221,250 - ----------------------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by Lockheed Martin Corporation (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Commission on March 19, 1998; (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, as amended (the "Exchange Act"), (as amended on Form 8-B/A filed 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 November 17, 1998; (d) The Registrant's Current Report on Form 8-K filed with the Commission on October 27, 1998; (e) The Registrant's Current Report on Form 8-K filed with the Commission on September 21, 1998, as amended on Form 8-K/A filed September 25, 1998; (f) The Registrant's Current Report on Form 8-K filed with the Commission on July 17, 1998; (g) The Registrant's Current Report on Form 8-K filed with the Commission on January 21, 1998; (h) The Registrant's Quarterly Report for the quarter ended March 31, 1998, filed with the Commission on May 8, 1998; (i) The Registrant's Quarterly Report for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998; and (j) The Registrant's Quarterly Report for the quarter ended September 30, 1998, filed with the Commission on November 2, 1998. All documents subsequently filed by the Registrant 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 and who, as such, is eligible to participate in the Plan. 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 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 Marian S. Block, Esquire. 23(a). Consent of Ernst & Young LLP, Independent Auditors. 23(b). Consent of Marian S. Block, Esquire (included in Exhibit 5). 24. Powers of Attorney. 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 a the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 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. 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 December 18, 1998. LOCKHEED MARTIN CORPORATION By: /s/Marian S. Block ----------------------------- Marian S. Block Associate General Counsel and Assistant Secretary 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. /s/Vance C. Coffman Chairman and Chief December 18, 1998 - ---------------------- Executive Officer Vance D. Coffman/*/ /s/Marcus C. Bennett Executive Vice President December 18, 1998 - ---------------------- Chief Financial Officer Marcus C. Bennett/*/ and Director /s/Todd J. Kallman Chief Accounting Officer December 18, 1998 - ---------------------- Todd J. Kallman/*/ /s/Norman R. Augustine Director December 18, 1998 - ---------------------- Norman R. Augustine/*/ /s/Houston I. Flournoy Director December 18, 1998 - ---------------------- Houston I. Flournoy/*/ /s/James F. Gibbons Director December 18, 1998 - ---------------------- James F. Gibbons/*/ /s/Edward E. Hood, Jr. Director December 18, 1998 - ---------------------- Edward E. Hood, Jr./*/ /s/Caleb B. Hurtt Director December 18, 1998 - ---------------------- Caleb B. Hurtt/*/ /s/Gwendolyn S. King Director December 18, 1998 - ---------------------- Gwendolyn S. King/*/ /s/Vincent N. Marafino Director December 18, 1998 - ---------------------- Vincent N. Marafino/*/ /s/Eugene F. Murphy Director December 18, 1998 - ---------------------- Eugene F. Murphy/*/ /s/Allen E. Murray Director December 18, 1998 - ---------------------- Allen E. Murray/*/ /s/Peter B. Teets Director December 18, 1998 - ---------------------- Peter B. Teets/*/ /s/Carlisle A.H. Trost Director December 18, 1998 - ----------------------- Carlisle A. H. Trost/*/ /s/James R. Ukropina Director December 18, 1998 - ----------------------- James R. Ukropina/*/ /s/Douglas C. Yearley Director December 18, 1998 - ----------------------- Douglas C. Yearley/*/ *By: /s/Marian S. Block ----------------------------------- Marian S. Block, Attorney in fact** ______________________________ **By authority of Powers of Attorney filed with this Registration Statement on Form S-8.
EXHIBIT 5 December 18, 1998 Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 Re: Lockheed Martin Corporation 1995 Omnibus Performance Award Plan (the "Plan") 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 shares of common stock ("Common Stock") of Lockheed Martin Corporation (the "Corporation") for use in connection with the Plan. The Plan contemplates that Common Stock may be treasury 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 Plan 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. December 18, 1998 Page 2 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. In giving my consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 nor the rules of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Marian S. Block Marian S. Block Associate General Counsel Lockheed Martin Corporation
EXHIBIT 23(A) CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Lockheed Martin Corporation 1995 Omnibus Performance Award Plan of our report dated January 19, 1998, except for Note 2 and the next to last paragraph of Note 16, as to which the date is March 12, 1998, with respect to the consolidated financial statements of Lockheed Martin Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/Ernst & Young LLP Washington, D.C. December 11, 1998
EXHIBIT 24 POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Norman R. Augustine December 18, 1998 - ---------------------- Norman R. Augustine Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Marcus C. Bennett December 18, 1998 - ------------------------------------ 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 Marian S. Block, 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 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 maintained by Lockheed Martin 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 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 foregoing Power of Attorney relates to Filings with respect to the Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Vance D. Coffman December 18, 1998 - ------------------------------------ Vance D. Coffman Chairman and Chief Executive Officer POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Houston I. Flournoy December 18, 1998 - ---------------------- Houston I. Flournoy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/James F. Gibbons December 18, 1998 - ------------------- James F. Gibbons Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Edward E. Hood, Jr. December 18, 1998 - ---------------------- Edward E. Hood, Jr. Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Caleb B. Hurtt December 18, 1998 - ----------------- Caleb B. Hurtt Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Todd J. Kallman December 18, 1998 - ------------------------ Todd J. Kallman Chief Accounting Officer POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Gwendolyn S. King December 18, 1998 - -------------------- Gwendolyn S. King Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Vincent N. Marafino December 18, 1998 - ---------------------- Vincent N. Marafino Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Eugene F. Murphy December 18, 1998 - ------------------- Eugene F. Murphy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Allen E. Murray December 18, 1998 - ------------------ Allen E. Murray Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Peter B. Teets December 18, 1998 - ----------------- Peter B. Teets Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Carlisle A. H. Trost December 18, 1998 - ----------------------- Carlisle A.H. Trost Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/James F. Ukropina December 18, 1998 - -------------------- James R. Ukropina Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Marian S. Block, 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 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 maintained by Lockheed Martin 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 attorneys-in-fact and agents, and each of them, or his or her 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 Lockheed Martin Corporation 1995 Omnibus Performance Award Plan. /s/Douglas C. Yearley December 18, 1998 - --------------------- Douglas C. Yearley Director