As filed with the Securities and Exchange Commission on June 19, 1996
Registration No.333-_____
================================================================================
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
of incorporation or organization) Identification Number)
6801 Rockledge Drive
Bethesda, Maryland 20817
----------------------------
(Address, including zip code,
of principal executive offices)
LOCKHEED MARTIN TACTICAL DEFENSE SYSTEMS SAVINGS PLAN
-----------------------------------------------------
(Full title of the plan)
Stephen M. Piper, Esquire
Assistant General Counsel
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
maximum
Title of Proposed maximum aggregate Amount of
securities Amount to be offering price offering price registration
be registered registered (1) per share (2) (2) fee
- -------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value
per share 350,000 $84.25 $29,487,000 $10,168.10
________________________
(1) This Registration Statement covers 350,000 shares authorized to be sold
under the Lockheed Martin Tactical Defense Systems Savings Plan (the
"Plan"). In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, (the "Securities Act"), this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to
the Plan.
(2) Estimated solely for calculating the amount of the registration fee
pursuant to Rule 457(h) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Lockheed Martin Corporation, a Maryland
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on January 12,
1996, April 5, 1996, May 2, 1996 (as amended by Form 8-K/A filed on May 8,
1996), May 20, 1996, May 28, 1996 and June 18, 1996, pursuant to the
Exchange Act; and
(d) The description of the common stock of the Company, $1.00 par
value per share (the "Common Stock") contained in the Company's
Registration Statement on Form 8-B filed on March 6, 1995 pursuant to the
Exchange Act, as amended by Form 8-B/A filed on March 9, 1995.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all the securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by Stephen M. Piper, the Company's Assistant General
Counsel. Mr. Piper is not 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
2
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 Company. 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 of 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 Company 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 Company also authorizes the
Company to adopt By-Laws or resolutions to provide for the indemnification of
directors and officers. Article VI of the By-Laws of the Company provides for
the indemnification of the Company's directors and officers to the fullest
extent permitted by the Maryland General Corporation Law. In addition, the
Company's directors and officers are covered by certain insurance policies
maintained by the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
3
Item 8. EXHIBITS
Exhibit No.
- -----------
5.1 Opinion of Stephen M. Piper, Esquire.
5.2 Opinion of Marian S. Block, Esquire with respect to the qualification
of the Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Stephen M. Piper, Esquire (contained in Exhibit 5.1).
23.4 Consent of Marian S. Block, Esquire (contained in Exhibit 5.2).
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 paragraphs (a)(1)(i) and (a)(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
4
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 the
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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland, on the 19th day of
June, 1996.
LOCKHEED MARTIN CORPORATION
By: /s/ Frank H. Menaker, Jr.
--------------------------
Frank H. Menaker, Jr.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act, the administrative
committee of the Plan has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 18th day of June, 1996.
LOCKHEED MARTIN TACTICAL DEFENSE
SYSTEMS SAVINGS PLAN
By: /s/ Stephen L. Jackson
-------------------------
Stephen L. Jackson
(a member of the Plan's
Administrative Committee)
6
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- --------------------------- ------------------------------------ -------------
/s/ Norman R. Augustine President, Chief Executive Officer June 19, 1996
- --------------------------- and Director (Principal Executive
Norman R. Augustine* Officer)
/s/ Marcus C. Bennett Senior Vice President, Chief June 19, 1996
- --------------------------- Financial Officer and Director
Marcus C. Bennett* (Principal Financial Officer)
/s/ Robert E. Rulon Vice President and Controller June 19, 1996
- --------------------------- (Principal Accounting Officer)
Robert E. Rulon*
/s/ Daniel M. Tellep Chairman of the Board of Directors June 19, 1996
- ---------------------------
Daniel M. Tellep*
/s/ Lynne V. Cheney Director June 19, 1996
- ---------------------------
Lynne V. Cheney*
/s/ Vance D. Coffman Director June 19, 1996
- ---------------------------
Vance D. Coffman*
/s/ Houston I. Flournoy Director June 19, 1996
- ---------------------------
Houston I. Flournoy*
/s/ James F. Gibbons Director June 19, 1996
- ---------------------------
James F. Gibbons*
/s/ Edward E. Hood, Jr. Director June 19, 1996
- ---------------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director June 19, 1996
- ---------------------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director June 19, 1996
- ---------------------------
Gwendolyn S. King*
/s/ Vincent N. Marafino Director June 19, 1996
- ---------------------------
Vincent N. Marafino*
/s/ Eugene F. Murphy Director June 19, 1996
- ---------------------------
Eugene F. Murphy*
/s/ Frank Savage Director June 19, 1996
- ---------------------------
Frank Savage*
/s/ Carlisle A. H. Trost Director June 19, 1996
- ---------------------------
Carlisle A. H. Trost*
7
Signature Title Date
- --------------------------- ------------------------------------ -------------
/s/ James R. Ukropina Director June 19, 1996
- ---------------------------
James R. Ukropina*
/s/ Douglas C. Yearly Director June 19, 1996
- ---------------------------
Douglas C. Yearly*
* By /s/ Stephen M. Piper June 19, 1996
-----------------------
Stephen M. Piper
(Attorney-in-fact)/1/
/1/By authority of Powers of Attorney, filed with this Registration Statement.
8
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
5.1 Opinion of Stephen M. Piper,
Esquire
5.2 Opinion of Marian S. Block, Esquire
with respect to the qualification
of the Plan
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Stephen M. Piper,
Esquire (contained in Exhibit 5.1)
23.4 Consent of Marian S. Block, Esq.
(contained in Exhibit 5.2)
24 Powers of Attorney
EXHIBIT 5.1
20 June 1996
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Opinion re: Legality - Registration of
Securities for use in Loral Heritage Plans
------------------------------------------
Ladies and Gentlemen:
I submit this opinion to you in connection with the filing with the
Securities and Exchange Commission of registration statements on Forms S-8 (the
"Registration Statements") on the date hereof. The Registration Statements
register shares of Lockheed Martin Corporation (the "Corporation") common stock
(the "Common Stock") for use in connection with the following employee benefit
plans (collectively, the "Plans") which were formerly plans of Loral Corporation
("Loral"), but which, following the consummation of the Corporation's tender
offer for Loral are now sponsored by the Corporation:
I. Lockheed Martin Aerospace Savings Plan
II. Lockheed Martin Tactical Defense Systems Savings Plan
III. Lockheed Martin Librascope Retirement Savings Plan
IV. Lockheed Martin Tactical Systems Master Savings Plan
A. Conic Corporation Deferred Income Retirement Plan
B. Narda Microwave Supplemental Retirement Savings Plan
C. Lockheed Martin Federal Systems Deferred Income Retirement Plan
D. Lockheed Martin Tactical Defense Systems Savings & Investment Plan
E. Frequency Sources, Inc. 401(k) Retirement Savings Plan
F. Lockheed Martin Tactical Systems Deferred Income Savings Plan
G. Narda-Western Operations 401(k) Deferred Income Retirement Plan
H. Lockheed Martin/ROLM Mil-Spec Corp. Retirement Income Savings Plan
I. Lockheed Martin Electro-Optical Systems, Inc. 401(k) Matching
Contribution Plan
IV. Lockheed Martin Fairchild Corp. Savings Plan
V. Lockheed Martin IR Imaging Systems, Inc. Savings Plan
VI. Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
The Plans contemplate that the Common Stock used in connection with the Plans
may be authorized but unissued shares or may be acquired in the open market. As
Assistant 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 purposes of this opinion.
Based upon that examination and review, I advise you that in my opinion:
(i) the Corporation has been duly incorporated and is validly existing
under the laws of the state of Maryland; and
(ii) to the extent that the operation of the Plans results in the issuance
of Common Stock, such shares of common stock have been duly and validly
authorized and, when issued, in accordance with the terms set forth in the
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 Statements and to the reference to my opinion in the Registration
Statements. 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 and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Stephen M. Piper
-----------------------------
Stephen M. Piper
Assistant General Counsel
Lockheed Martin Corporation
cc: Frank H. Menaker, Jr.
2
EXHIBIT 5.2
June 20, 1996
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Loral Heritage Savings Plans
Which Invest in Lockheed Martin
Corporation Common Stock
Ladies and Gentlemen:
I am submitting this opinion to you in connection with the filing with the
Securities and Exchange Commission of registration statements on Form S-8 (the
"Registration Statements") on the date hereof. The Registration Statements
register shares of common stock ("Common Stock") of Lockheed Martin Corporation
(the "Corporation") for use by employee benefit plans sponsored by the
Corporation which are intended to be qualified under Section 401(a) of the
Internal Revenue Code. The plans for which shares are being registered are as
follows:
1. Lockheed Martin Aerospace Savings Plan
2. Lockheed Martin Tactical Defense Systems Savings Plan
3. Lockheed Martin Tactical Systems Master Savings Plan
a) Conic Corporation Deferred Income Retirement Plan
b) Narda Microwave Supplemental Retirement Savings Plan
c) Lockheed Martin Federal Systems Deferred Income Retirement Plan
d) Lockheed Martin Tactical Defense Systems Savings & Investment Plan
e) Frequency Sources, Inc. 401(k) Retirement Savings Plan
f) Lockheed Martin Tactical Systems Deferred Income Savings Plan
g) Narda-Western Operations 401(k) Deferred Income Retirement Plan
h) Lockheed Martin/ROLM Mil-Spec Corp. Retirement Income Savings Plan
i) Lockheed Martin Electro-Optical Systems, Inc. 401(k) Matching
Contribution Plan
4. Lockheed Martin Fairchild Corp. Savings Plan
Lockheed Martin Corporation
June 20, 1996
Page 2
5. Lockheed Martin IR Imaging Systems, Inc. Savings Plan
6. Lockheed Martin Vought Systems Corporation Capital Accumulation Plan
7. Lockheed Martin Librascope Retirement Savings Plan
(collectively, the "Plans").
All of the Plans were submitted recently to the Internal Revenue Service for
a determination letter. Except with respect to the Lockheed Martin Fairchild
Corp. Savings Plan ("Fairchild Plan"), the IRS has issued a favorable
determination letter as to the qualified status of the Plans in form in response
to those requests. The Fairchild Plan has been submitted to the IRS for a
determination letter but the IRS has not yet issued a determination letter. The
Corporation will undertake to make whatever changes are requested by the IRS as
a condition of issuing the favorable determination letter with respect to the
Fairchild Plan. Since issuance of the determination letters (or submission of
the application for a determination letter in the case of the Fairchild Plan),
there have been no amendments to the Plans that would adversely affect the
qualified status of the Plans.
Accordingly, as Assistant General Counsel of the Corporation, it is my
opinion, that the form of the Plans satisfies the qualification requirements for
employee benefit plans contained in the Internal Revenue Code.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statements and to the reference to my opinion in the Registration
Statements. 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 and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
/s/ Marian S. Block
------------------------
Marian S. Block
2
EXHIBIT 23.1
EXHIBIT 23.1
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 Tactical
Defense Systems Savings Plan of our report dated January 23, 1996, with respect
to the consolidated financial statements of Lockheed Martin Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Washington, DC
June 17, 1996
EXHIBIT 23.2
Insert Consent of Coopers & Lybrand
EXHIBIT 23.3
(CONTAINED IN EXHIBIT 5.1)
EXHIBIT 23.4
(CONTAINED IN EXHIBIT 5.2)
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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Norman R. Augustine March 4, 1996
- ---------------------------
Norman R. Augustine
President, Chief Executive Officer and Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Lynne V. Cheney February 22, 1996
- ----------------------------
Lynne V. Cheney
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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Vance D. Coffman February 22, 1996
- ----------------------------
Vance D. Coffman
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Houston I. Flournoy February 22, 1996
- ----------------------------
Houston I. Flournoy
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ James F. Gibbons February 22, 1996
- ----------------------------
James F. Gibbons
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Edward E. Hood, Jr. February 22, 1996
- ----------------------------
Edward E. Hood, Jr.
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Caleb B. Hurtt February 22, 1996
- ----------------------------
Caleb B. Hurtt
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Gwendolyn S. King February 22, 1996
- ----------------------------
Gwendolyn S. King
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Vincent N. Marafino February 22, 1996
- -----------------------
Vincent N. Marafino
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Eugene F. Murphy February 22, 1996
- --------------------------
Eugene F. Murphy
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Frank Savage February 22, 1996
- ----------------------------
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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Daniel M. Tellep February 22, 1996
- ----------------------------
Daniel M. Tellep
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Carlisle A. H. Trost February 22, 1996
- ----------------------------
Carlisle A. H. Trost
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ James R. Ukropina February 22, 1996
- ----------------------------
James R. Ukropina
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Douglas C. Yearley February 22, 1996
- ----------------------------
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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Robert E. Rulon February 22, 1996
- --------------------------
Robert E. Rulon
Chief Accounting Officer
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering 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 following the closing of
Lockheed Martin's tender offer for the common stock of Loral Corporation and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. The foregoing Power of Attorney relates to Filings with respect to the
following employee benefit plans:
(i) Loral Aerospace Savings Plan
(ii) Loral Defense Systems Savings Plan
(iii) Loral Fairchild Corp. Savings Plan
(iv) Loral Infrared & Imaging Systems, Inc. Savings Plan
(v) Loral Librascope Retirement Savings Plan
(vi) Loral Master Savings Plan
(vii) Loral Vought Systems Corporation Capital Accumulation Plan
(viii) Microcom Corporation 401(k) Plan
(ix) Profit Sharing Plan of Hycor Inc.
(x) Randtron Employees' Retirement Savings Plan
/s/ Marcus C. Bennett June 11, 1996
- ----------------------------
Marcus C. Bennett
Senior Vice President, Chief Financial Officer and Director
