As filed with the Securities and Exchange Commission on October 2, 1997.
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 RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES
LOCKHEED MARTIN CORPORATION OPERATIONS
SUPPORT SAVINGS PLAN
(Full title of the plans)
-----------------------
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
- ---------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(*) PER SHARE(**) OFFERING PRICE(**) REGISTRATION FEE(**)
- ---------------------------------------------------------------------------------------------------
COMMON STOCK, PAR
VALUE $1.00 PER SHARE.. 575,000(***) $106.0625 $60,985,937.5 $18,480.59
- ---------------------------------------------------------------------------------------------------
(*) 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.
(**) THE REGISTRATION FEE HAS BEEN COMPUTED, PURSUANT TO RULE 457(H)(I)
BASED ON THE AVERAGE OF THE HIGH AND LOW PRICE OF LOCKHEED MARTIN
CORPORATION COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON SEPTEMBER
29, 1997.
(***) OF THE 575,000 SHARES OF COMMON STOCK BEING REGISTERED, 500,000 SHARES
ARE BEING REGISTERED FOR USE IN CONNECTION WITH THE LOCKHEED MARTIN
CORPORATION OPERATIONS SUPPORT SAVINGS PLAN AND THE REMAINING 75,000
ARE BEING REGISTERED FOR USE IN CONNECTION WITH THE LOCKHEED MARTIN
CORPORATION RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES.
- --------------------------------------------------------------------------------
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, 1996 filed with the Commission on March 14, 1997;
(b) The description of the Registrant's Common Stock contained in the
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 21, 1997;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 filed with the Commission on May 9, 1997;
(e) The Registrant's Current Report on Form 8-K filed with the
Commission on July 9, 1997; and
(f) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 filed with the Commission on August 12, 1997.
All documents subsequently filed by the Registrant or the Plans
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
-2-
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 not 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 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.
-3-
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 Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).
24. Powers of Attorney.
The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plans and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS 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
-4-
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 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
-5-
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.
LOCKHEED MARTIN CORPORATION
Date: October 2, 1997 By:/s/ Stephen M. Piper, Esquire
-----------------------------
Stephen M. Piper, Esquire
Associate General Counsel
and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plans) 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: October 2, 1997 LOCKHEED MARTIN CORPORATION
RETIREMENT SAVINGS PLAN FOR
SALARIED EMPLOYEES
By:/s/ Walter E. Skowronski
------------------------
Walter E. Skowronski
Chairman, Lockheed Martin
Corporation Benefit Plan
Committee
Date: October 2, 1997 LOCKHEED MARTIN CORPORATION
OPERATIONS SUPPORT SAVINGS PLAN
By:/s/ Walter E. Skowronski
------------------------
Walter E. Skowronski
Chairman, Lockheed Martin
Corporation Benefit Plan
Committee
Pursuant to the requirements of the Securities Exchange 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/ Vance D. Coffman Chief Executive October 2, 1997
------------------- Officer, Vice Chairman
Vance D. Coffman* and Director
/s/ Marcus C. Bennett Senior Vice October 2, 1997
------------------- President, Chief
Marcus C. Bennett* Financial Officer
and Director
/s/ Todd J. Kallman Vice President, October 2, 1997
------------------- Controller and Chief
Todd J. Kallman* Accounting Officer
/s/ Norman R. Augustine Director October 2, 1997
-------------------
Norman R. Augustine*
/s/ Lynne V. Cheney Director October 2, 1997
-------------------
Lynne V. Cheney*
/s/ Houston I. Flournoy Director October 2, 1997
-------------------
Houston I. Flournoy*
/s/ James F. Gibbons Director October 2, 1997
-------------------
James F. Gibbons*
/s/ Edward E. Hood, Jr. Director October 2, 1997
-------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director October 2, 1997
-------------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director October 2, 1997
-------------------
Gwendolyn S. King*
/s/ Vincent N. Marafino Director October 2, 1997
-------------------
Vincent N. Marafino*
/s/ Eugene F. Murphy Director October 2, 1997
-------------------
Eugene F. Murphy*
/s/ Allen E. Murray Director October 2, 1997
-------------------
Allen E. Murray*
/s/ Frank Savage Director October 2, 1997
-------------------
Frank Savage*
Signature Title Date
--------- ----- ----
/s/ Peter B. Teets Director October 2, 1997
-------------------
Peter B. Teets*
/s/ Daniel M. Tellep Director October 2, 1997
-------------------
Daniel M. Tellep*
/s/ Carlisle A.H. Trost Director October 2, 1997
-------------------
Carlisle A.H. Trost*
/s/ James R. Ukropina Director October 2, 1997
-------------------
James R. Ukropina*
/s/ Douglas C. Yearley Director October 2, 1997
-------------------
Douglas C. Yearley*
*By: /s/ Stephen M. Piper October 2, 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 Stephen M. Piper, Esquire
(contained in Exhibit 5 hereof).
24. Powers of Attorney.
Exhibit 5
October 2, 1997
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: (i) Lockheed Martin Corporation Retirement Savings Plan for Salaried
Employees
(ii) Lockheed Martin Corporation Operations Support Savings 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 575,000 shares of common stock of Lockheed Martin Corporation (the
"Corporation") as well as an indeterminate amount of related plan interests for
use in connection with the Lockheed Martin Corporation Retirement Savings Plan
for Salaried Employees (500,000 shares) and the Lockheed Martin Corporation
Operations Support Savings Plan (75,000 shares) (collectively, the "Plans").
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, is validly existing and is
in good standing 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 of the Corporation, such common stock has been duly and
validly authorized and, when issued in accordance with the terms set forth
in the Registration Statement and the Plans, will be legally issued, fully
paid and non-assessable.
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,
as amended, nor the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Stephen M. Piper
Stephen M. Piper
Associate General Counsel
Lockheed Martin Corporation
cc: Frank H. Menaker, Jr.
Exhibit 23.A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin Corporation's
Registration Statement (Form S-8) pertaining to the Lockheed Martin Corporation
Retirement Savings Plan for Salaried Employees and the Lockheed Martin
Corporation Operations Support Savings Plan of our report dated January 20, 1997
(except for Note 3 which is dated February 3, 1997), 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, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Washington, DC
October 1, 1997
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 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 to be maintained by
Lockheed Martin or subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Norman R. Augustine
- ----------------------- September 25, 1997
Norman R. Augustine
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Houston I. Flournoy
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Houston I. Flournoy
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ James F. Gibbons
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Edward E. Hood, Jr.
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Caleb B. Hurtt
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Vincent N. Marafino
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Eugene F. Murphy
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Allen E. Murray
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Frank Savage
- ----------------------- September 25, 1997
Frank Savage
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Peter B. Teets
- ----------------------- September 25, 1997
Peter B. Teets
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Daniel M. Tellep
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Carlisle A.H. Trost
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ James R. Ukropina
- ----------------------- September 25, 1997
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Douglas C. Yearley
- ----------------------- September 25, 1997
Douglas C. Yearley
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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Vance D. Coffman
- ----------------------- September 25, 1997
Vance D. Coffman
Chief Executive Officer,
Vice Chairman 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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Marcus C. Bennett
- ----------------------- September 25, 1997
Marcus C. Bennett
Senior 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 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 subsidiaries of Lockheed Martin (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:
Lockheed Martin Corporation Retirement Savings Plan for Salaried Employees
Lockheed Martin Corporation Operations Support Savings Plan
/s/ Todd J. Kallman
- -------------------------- September 25, 1997
Todd J. Kallman
Vice President, Controller
and Chief Accounting
Officer
