<PAGE>
 
    As filed with the Securities and Exchange Commission on March 15, 1995.
                                                      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 Corporation Hourly Employees
                      Savings and Stock Investment Plan -
                       Fort Worth and Abilene Divisions
                            (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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                             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(**)
<S>                      <C>              <C>              <C>                 <C>
- ---------------------------------------------------------------------------------------------------
 
Common Stock, par
value $1.00 per share..     1,500,000        $ 26.52          $ 39,780,000       $13,717.34
</TABLE>

________________________________________________________________________________

(*)  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 plan to which this
     Registration Statement relates.

(**) At the time of the filing of this Registration Statement on Form S-8, there
     is no market for the Registrant's securities to be offered.  Accordingly,
     the fee has been computed, pursuant to Rule 457(h)(1) and guidance provided
     by the Office of Chief Counsel, based on the book value of the securities
     to be offered as of December 31, 1994.

- --------------------------------------------------------------------------------

<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

          The following documents filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plan with the Securities and Exchange
Commission (the "Commission") are incorporated by reference and made a part
hereof:

          (a) The Registrant's Joint Proxy Statement/Prospectus filed pursuant
to Registration Statement No. 33-57645 on Form S-4 filed with the Commission on
February 9, 1995;

          (b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") (as amended on Form 8-B/A filed on March 9, 1995), and any amendment or
report filed for the purpose of updating such description; and

          (c) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 13, 1995;

          (d) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 17, 1995;

          (e) Lockheed Corporation's Current Report on Form 8-K filed with the
Commission on February 21, 1995;

          (f) Lockheed Corporation Hourly Employees Savings and Stock Investment
Plan - Fort Worth and Abilene Divisions Annual Report on Form 11-K filed with
the Commission as Exhibit 99.4 to Lockheed Corporation's Annual Report on Form
10-K/A dated June 28, 1994; and

          (g) The Registrant's Current Report on Form 8-K filed with the
Commission on March 15, 1995.

          All documents subsequently filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plan pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents.


Item 4.  Description of Securities.
         ------------------------- 

          Not Applicable

                                      -1-

<PAGE>
 
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 Plan.


Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

          The Maryland General Corporation Law authorizes Maryland corporations
to limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful.  In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer.  If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.

          Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law.  Article XI of the charter

                                      -2-

<PAGE>
 
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.
          -------- 

   4-A.   Lockheed Corporation Hourly Employees Savings and Stock Investment
          Plan - Fort Worth and Abilene Divisions, as amended and restated
          through March 1, 1995.

   4-B.   Lockheed Corporation Hourly Employee Savings and Stock Investment Plan
          - Fort Worth and Abilene Divisions Trust Agreement, effective
          February 1, 1993 (included as an exhibit to Registration Statement on
          Form S-8, No. 33-49347 and incorporated herein by reference).

   4-C.   Amendment 1995-I to Lockheed Corporation Hourly Employee Savings and
          Stock Investment Plan - Fort Worth and Abilene Divisions Trust
          Agreement.

     5.   Opinion of Stephen M. Piper, Esquire

  23-A.   Consent of Ernst & Young LLP (Washington, D.C.).

  23-B.   Consent of Ernst & Young LLP (Los Angeles, CA).

  23-C.   Consent of KPMG Peat Marwick LLP.

  23-D.   Consent of Arthur Andersen LLP.

  23-E.   Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).

    25.   Powers of Attorney (included as an exhibit to a Registration Statement
          on Form S-8 relating to Lockheed Martin Corporation Directors Deferred
          Stock Plan filed by the Registrant with the Commission on March 15,
          1994 and incorporated herein by reference).

     The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plan and any amendment 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 Plan.

                                      -3-

<PAGE>
 
Item 9.   Undertakings.
          ------------ 

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

              (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

            (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

     Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 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.

                                      -4-

<PAGE>
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -5-

<PAGE>
 
                                  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:  March 15, 1995               By:  /s/ Frank H. Menaker, Jr.
                                             ---------------------
                                             Frank H. Menaker, Jr.
                                             Vice President and  
                                             General Counsel      


     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calabasas, State of California.

Date:  March 15, 1995               LOCKHEED CORPORATION HOURLY
                                    EMPLOYEES SAVINGS AND STOCK
                                    INVESTMENT PLAN - FORTH WORTH
                                    AND ABILENE DIVISIONS


                                    By:  /s/ Walter E. Skowronski
                                             --------------------
                                             Walter E. Skowronski
                                             Chairman, Savings Plan
                                             Committee


          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<PAGE>
 
     Signature               Title                        Date
     ---------               -----                        ---- 
 
/s/  Daniel M. Tellep        Chairman of the              March 15, 1995
     ----------------        Board and Chief             
     Daniel M. Tellep*       Executive Officer
                             and Director     
          
/s/  Marcus C. Bennett       Senior Vice                  March 15, 1995
     -----------------       President, Chief               
     Marcus C. Bennett*      Financial Officer
                             and Director
 
/s/  Robert E. Rulon         Controller and Chief         March 15, 1995
     ---------------         Accounting Officer            
     Robert E. Rulon*
 
/s/  Norman R. Augustine     Director                     March 15, 1995
     -------------------
     Norman R. Augustine*
 
/s/  Lynne V. Cheney         Director                     March 15, 1995
     ---------------                      
     Lynne V. Cheney*
 
/s/  Edwin I. Colodny        Director                     March 15, 1995
     ----------------
     Edwin I. Colodny*
 
/s/  Lodwrick M. Cook        Director                     March 15, 1995
     ----------------
     Lodwrick M. Cook*
 
/s/  James L. Everett, III   Director                     March 15, 1995
     ---------------------
     James L. Everett, III*
 
/s/  Houston I. Flournoy     Director                     March 15, 1995
     -------------------
     Houston I. Flournoy*
 
/s/  James F. Gibbons        Director                     March 15, 1995
     ----------------                      
     James F. Gibbons*
 
/s/  Edward E. Hood, Jr.     Director                     March 15, 1995
     -----------------
     Edward E. Hood, Jr.*
 
/s/  Caleb B. Hurtt          Director                     March 15, 1995
     --------------
     Caleb B. Hurtt*
 
/s/  Gwendolyn S. King       Director                     March 15, 1995
     -----------------  
     Gwendolyn S. King*
 
 

<PAGE>
 
     Signature               Title                        Date 
     ---------               -----                        ----  
/s/  Lawrence O. Kitchen     Director                     March 15, 1995
     -------------------
     Lawrence O. Kitchen*
 
/s/  Gordon S. Macklin       Director                     March 15, 1995
     -----------------                      
     Gordon S. Macklin*
 
/s/  Vincent N. Marafino     Director                     March 15, 1995
     -------------------
     Vincent N. Marafino*
 
/s/  Eugene F. Murphy        Director                     March 15, 1995
     ----------------                      
     Eugene F. Murphy*
 
/s/  Allen E. Murray         Director                     March 15, 1995
     ---------------                      
     Allen E. Murray*
 
/s/  Frank Savage            Director                     March 15, 1995
     -------------------
     Frank Savage*

/s/  Carlisle A.H. Trost     Director                     March 15, 1995
     -------------------
     Carlisle A.H. Trost*
 
/s/  James R. Ukropina       Director                     March 15, 1995
     -----------------                      
     James R. Ukropina*


                    *By:  /s/ Stephen M. Piper            March 15, 1995
                              ----------------                         
                             (Stephen M. Piper, Attorney-in-fact**)
 

- --------------------

**By authority of Powers of Attorney filed with this Registration
  Statement on Form S-8

<PAGE>
 
                                 EXHIBIT INDEX


     Exhibit                                                               Page
     Number                   Description                                   No.
     ------                   -----------                                  ----

       4-A.    Lockheed Corporation Hourly Employees Savings and Stock
               Investment Plan - Fort Worth and Abilene Divisions, as 
               amended and restated through March 1, 1995.

       4-B.    Lockheed Corporation Hourly Employee Savings and Stock
               Investment Plan - Fort Worth and Abilene Divisions Trust
               Agreement, effective February 1, 1993 (included as an 
               exhibit to Registration Statement on Form S-8, No. 33-49347 
               and incorporated herein by reference).

       4-C.    Amendment 1995-I to Lockheed Corporation Hourly Employee
               Savings and Stock Investment Plan - Fort Worth and Abilene
               Divisions Trust Agreement.

         5.    Opinion of Stephen M. Piper, Esquire

      23-A.    Consent of Ernst & Young LLP (Washington, D.C.).

      23-B.    Consent of Ernst & Young LLP (Los Angeles, CA).

      23-C.    Consent of KPMG Peat Marwick LLP.

      23-D.    Consent of Arthur Andersen LLP.

      23-E.    Consent of Stephen M. Piper, Esquire (contained in Exhibit
               5 hereof).

        25.    Powers of Attorney (included as an exhibit to a Registration
               Statement on Form S-8 relating to Lockheed Martin Corporation
               Directors Deferred Stock Plan filed by the Registrant with the
               Commission on March 15, 1994 and incorporated herein by
               reference).





<PAGE>


                                                                     EXHIBIT 4-A
 
                     LOCKHEED CORPORATION HOURLY EMPLOYEES
                      SAVINGS AND STOCK INVESTMENT PLAN -
                        FORT WORTH AND ABILENE DIVISIONS

               (As Amended and Restated Effective March 1, 1995)

<PAGE>
 
                     LOCKHEED CORPORATION HOURLY EMPLOYEES
                      SAVINGS AND STOCK INVESTMENT PLAN -
                        FORT WORTH AND ABILENE DIVISIONS

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
SECTION I:  PURPOSE.......................................................     1
 
SECTION II:  DEFINITIONS..................................................     1
 
SECTION III:  MEMBERSHIP..................................................     5

     1.   Prior to Closing Date...........................................     5
     2.   From and After Closing Date.....................................     5
     3.   Reemployment....................................................     5

SECTION IV:  MEMBERS' CONTRIBUTIONS.......................................     5

     1.   Contributions...................................................     5
     2.   Suspension......................................................     8

SECTION V:  COMPANY CONTRIBUTIONS.........................................     9

     1.   Company Contributions...........................................     9

SECTION VI:  INVESTMENT OF CONTRIBUTIONS..................................    10

     1.   Members' Contributions..........................................    10
     2.   Change in Investment Options....................................    10
     3.   Transfer of Account Balances....................................    11
     4.   Company Contributions...........................................    13

SECTION VII:  MAINTENANCE AND VALUATION OF MEMBERS' ACCOUNTS..............    14

     1.   Separate Accounts...............................................    14
     2.   Company Stock Fund Account......................................    14
     3.   Fixed Income, Government Bonds Fund, 
          Diversified Portfolio and Special Distribution Fund Accounts....    15

SECTION VIII:  VESTING....................................................    16
 
SECTION IX:  IN-SERVICE WITHDRAWALS.......................................    16

     1.   In-Service Withdrawals..........................................    16
     2.   Forfeiture of Nonvested Company Contributions and Earnings......    18

                                       i

<PAGE>
 
                                                                            Page
                                                                            ----

SECTION X:  DISTRIBUTION ON TERMINATION OF EMPLOYMENT....................     18

     1.   Distribution
 or Deferral.......................................     18
     2.   Retirement.....................................................     18
     3.   Death..........................................................     21
     4.   Total Disability...............................................     23
     5.   Involuntary Entry Into Military Service or Layoff..............     23
     6.   Other Terminations.............................................     23
     7.   Unused Payroll Deduction.......................................     23
     8.   Settlement Date................................................     23
     9.   Timing of Distribution.........................................     24

SECTION XI:  REQUIRED DISTRIBUTIONS, FORM OF DISTRIBUTIONS, RESTORATION 
             OF FORFEITED CONTRIBUTIONS AND DEFERRAL OF DISTRIBUTIONS....     24

     1.   Required Distribution of Benefits..............................     24
     2.   Mode of Distribution...........................................     24
     3.   Repayment of Plan Distributions and Restoration of  Forfeited 
          Amounts........................................................     24
     4.   Deferral of Receipt of Distributions...........................     26

 
SECTION XII:  APPLICATION OF FORFEITED COMPANY CONTRIBUTIONS.............     27
 
SECTION XIII:  BENEFIT LIMITATIONS.......................................     28
 
SECTION XIV:  TOP-HEAVY PROVISIONS.......................................     29
 
SECTION XV:  CUSTODY AND INVESTMENT OF MEMBERS' AND COMPANY 
             CONTRIBUTIONS...............................................     34

     1.   Management and Control of Assets...............................     34
     2.   Transfer to Trustee............................................     34
     3.   Purchase of Company Stock......................................     34
     4.   Purchase for Government Bonds Fund.............................     35
     5.   Purchase for Diversified Portfolio Fund........................     35
     6.   Purchase for Fixed Income Fund.................................     35
     7.   Investment of Income Received..................................     35
     8.   Voting of Company Stock........................................     35
     9.   Reports to Members.............................................     35
     10.  Investment Managers............................................     36
     11.  Investment in Deposits of Fiduciaries..........................     36
     12.  Transactions with Common Trust Funds and Pooled Investment 
          Funds Maintained by Parties-In-Interest........................     36
     13.  Tenders or Offers of Purchase for Company Stock................     36
 
                                      ii
 

<PAGE>
 
                                                                            Page
                                                                            ----

SECTION XVI: ADMINISTRATION..............................................     40

     1.   Operation and Administration of Plan...........................     40
     2.   Appointment of Advisers........................................     41
     3.   Benefit Claims.................................................     41
     4.   Multiple Fiduciary Capacities..................................     42
     5.   Employment of Certain Persons by Company.......................     42
     6.   Indemnification................................................     42

SECTION XVII: GENERAL PROVISIONS.........................................     43

     1.   Administrative Costs...........................................     43
     2.   Assignment or Attachment.......................................     43
     3.   Proof of Compensation and Termination of Employment............     44
     4.   Unclaimed Distributions........................................     44
     5.   No Right to Employment.........................................     44
     6.   Transfers of Groups of Members to Another Employer.............     45
     7.   Transfer of Member to Ineligible Status........................     45
     8.   Amendments.....................................................     46
     9.   Termination or Permanent Discontinuance of Contributions.......     46
     10.  Leave of Absence on Union Business.............................     46
     11.  Governing Law..................................................     47

                                      iii

<PAGE>
 
                     Lockheed Corporation Hourly Employees
                      Savings and Stock Investment Plan -
                       Fort Worth and Abilene Divisions

                                        

SECTION I:  PURPOSE

     The Lockheed Corporation Hourly Employees Savings and Stock Investment
Plan, as amended and restated, effective March 1, 1995 (the "Plan"), is designed
to provide an opportunity for hourly-paid employees to become stockholders of
Lockheed Corporation and to encourage them to save, for retirement and other
emergencies, on a regular basis by setting aside part of their earnings.  Except
as stated otherwise herein, items in brackets shall apply to Eligible Employees
of the Abilene Division of the Company only.

SECTION II:  DEFINITIONS

     For the purposes of the Plan, unless the contrary is clearly or necessarily
indicated by the context, the following terms shall have the following meanings:

     1.   "Accrued Benefit" shall mean the balance of the Member's separate
account at the time as of which the determination thereof is made.

     2.   "Affiliated Group" shall mean (i) for periods following the Closing
Date only, the controlled group of corporations (within the meaning of Section
1563(a) of the Internal Revenue Code, determined without regard to Section
1563(a)(4) and (e)(3)(C) of such Code) of which the Company is a part, and (ii)
for periods prior to the Closing Date only, the controlled group of corporations
(within the meaning of Section 1563(a) of the Internal Revenue Code, determined
without regard to Section 1563(a)(4) and (e)(3)(C) of such Code) of which
General Dynamics Corporation is a part.

     3.   "Base Earnings" in any regular payroll period shall mean the Member's
straight time hourly rate times the hours paid for in such payroll period (but
in no event more than 40 hours per week) as shown by the records of the Company.
The straight time hourly rate shall not include overtime compensation, cost of
living adjustments, shift or other bonuses, expense or living allowances,
assignment or relocation payments, incentive payments, disability benefits,
royalties or payments of like nature or any other additives, whether or not
included as part of such hourly rate for purposes other than the determination
of "Base Earnings" hereunder.  Base Earnings shall not include any compensation
of any type in excess of $200,000 per year or such other amount as may be
determined from time to time pursuant to Section 401 (a)(17) of the IRC or
successor or similar provision thereof.

<PAGE>
 
     4.  "Beneficiary" shall mean (a) the person designated by a Member or
Inactive Member from time to time either: (i) in writing, on a form prescribed
by and filed with the Company, to receive a distribution upon the death of a
Member or Inactive Member or (ii) in such other manner as provided by the
Company or (b) the legal representative of the Member or Inactive Member in the
event that no such designation shall have been made or the person so designated
shall have predeceased the Member or Inactive Member.  Notwithstanding anything
to the contrary contained in the Plan, the designated Beneficiary of a legally
married Member or Inactive Member shall be the Member's or Inactive Member's
spouse.  Any beneficiary designation to the contrary shall be void unless the
Member's or Inactive Member's spouse consents in writing to the Beneficiary
designation.  The spouse's written consent shall be given on such forms as
designated by the Company.  The consent shall acknowledge the effect of the
consent and shall be witnessed by a Plan representative or Notary public to be
effective.

          The designated Beneficiary of a Member or an Inactive Member shall not
be entitled to designate another beneficiary. Upon the death of the designated
Beneficiary of a Member or Inactive Member after the designated Beneficiary has
become entitled to receive distribution of a Member's or Inactive Member's
account, payment shall be made to the designated Beneficiary's personal
representative pursuant to Section X, paragraph 3(d).

     5.   "Company" shall mean Lockheed Corporation, a Delaware corporation, and
any successor thereof.

     6.   "Chairman" shall mean the Chairman of the Board of Lockheed
Corporation or his designee should he determine to delegate to another any
powers assigned to him under the Plan.

     7.   "Closing Date" shall mean March 1, 1993.

     8.   "Company Stock or Shares" shall mean Common Stock of Lockheed
Corporation or, on and after March 15, 1995, Lockheed Martin Corporation.

     9.   "Company Contributions" shall mean contributions made by the Company
pursuant to paragraphs 2 and 3 of Section V.

     10.  "Continuous Service" shall mean for the purpose of eligibility to
become a Member and vesting in the Company's contribution to the Plan, all
periods of Continuous Service determined pursuant to the provisions of Section
2.6 of the Lockheed Corporation Hourly Employees Retirement Plan - Fort Worth
and Abilene Divisions.

     11.  "Deferring Member" shall mean a Member, Inactive Member or Beneficiary
who was entitled to a complete distribution of an account balance who has
elected to defer receipt of the distribu-

                                       2

<PAGE>
 
tion pursuant to Section X, paragraph 1.  A Deferring Member shall not mean an
Eligible Employee.

     12.  "Diversified Portfolio" shall include only such common or capital
stock of issuers other than the Company, and other similar types of equity
investments, and shall also include other investments of a short-term nature as
provided in the trust agreement governing the investment of Plan assets.

     13.  "Effective Date" shall mean February 1, 1993.

     14.  "Eligible Employee" shall mean any employee who is paid by hourly
rate, who has on any Enrollment Date completed at least one year of Continuous
Service with the Company and who is employed by any Employing Unit to which
participation under the Plan has been extended by the Company or who is
represented by a union which is a party to a collective bargaining agreement
with the Company providing for participation in the Plan by employees
represented by such union; provided, however, that any individual employed
outside of the United States or Puerto Rico shall not be deemed to be an
Eligible Employee unless so designated by the Company under uniform rules
prescribed by it.

          Eligible Employees may, under such uniform rules and such terms and
conditions as the Company may prescribe, be enlarged to include additional
employees of the Company paid by hourly rate.

     15.  "Employing Unit" shall mean the Fort Worth and Abilene Divisions of
the Company.

     16.  "Enrollment Date" shall mean the first day of each January, April,
July and October, except as otherwise may be provided from time to time by the
Company in connection with any Plan amendment or other change to the
contribution, investment or eligibility features of the Plan.

     17.  "ERISA" shall mean the Employee Retirement Income Security Act of
1974, and as it may be amended from time and the provisions of any successor Act
which may hereafter be adopted in lieu of ERISA.

     18.  "Fixed Income Fund" shall mean that part of the assets of the Trust
invested in fixed income contracts with an insurance company or companies
designated by the Company and shall also include other investments of a short
term nature as provided in the Trust agreements governing the investment of Plan
assets.

     19.  "Government Bonds Fund" shall mean direct obligations of the United
States Government or obligations guaranteed as to the payment of interest and
principal by the United States Government and shall also include other
investments of a short-term nature as provided in the trust agreement governing
the investment of Plan assets.

                                       3

<PAGE>
 
     20.  "Hour of Service" shall mean each hour for which an individual is
paid, or entitled to payment, for any reason by the Affiliated Group or for
which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by the Affiliated Group.

     21.  "IRC" shall mean the Internal Revenue Code of 1986 as amended.

     22.  "Member" and "Inactive Member" shall have the following meanings:

          (a) The term "Member" when used shall refer to all Eligible Employees
     who (i) have elected to enroll in the Plan and who are eligible to make
     contributions as described in Section IV or who would be eligible to make
     contributions but whose right to do so is temporarily suspended and (ii)
     who have an account balance.

          (b) The term "Inactive Member" shall include all persons with an
     account balance under the Plan excluding Members described in (a) above.

     23.  "Plan Year" shall mean the twelve (12) consecutive month period
commencing on January 1 of each year and ending on the following December 31.

     24.  "Prior Plan" shall mean the General Dynamics Hourly Employees Savings
and Stock Investment Plan as it existed on the Effective Date of this Plan.

     25.  "Special Distribution Fund" shall mean that part of the Trust which
accumulates the proceeds from Special Distributions and is invested in (a)
obligations issued or fully guaranteed as to payment of principal and interest
by the United States of America or its agencies, (b) high quality commercial
paper, (c) certificates of deposit, (d) other investments of a short-term nature
as provided in the trust agreement or (e) any high quality security selected by
the Corporation, when acting as an investment manager, or other investment
manager given the primary purpose of such investment is to produce income.  The
"Special Distribution Fund" shall not apply to employees who are members of the
Federated Independent Texas Unions, Aircraft Local No. 900 ("FITU Members").

     26.  "Special Distribution" shall mean any dividend or other distribution
received on Company Stock held by the Trustee including the proceeds received
from transactions described in Section XV, paragraph 13 but excluding regular
quarterly or annual dividends declared on a recurring basis by the Company.

     27.  "Subsidiary" shall mean any corporation of which Lockheed Corporation
owns, directly or indirectly, 50% or more of the outstanding voting stock.

                                       4

<PAGE>
 
     28.  "Trustee" shall mean the trustee or trustees acting under the trust
agreement to be established under the provisions of Section XV and the trustee
or trustees acting under a trust agreement established for the commingled
investment of the assets of this Plan and other similar employee benefit plans
established or maintained by the Company or a Subsidiary.

SECTION III:  MEMBERSHIP

     1.   Prior to Closing Date

     A Member or Inactive Member included under the provisions of the Prior Plan
immediately prior to the Closing Date shall be eligible to continue membership
in accordance with the provisions of this Plan.

     2.   From and After Closing Date

     Membership in the Plan shall be entirely voluntary.  An Eligible Employee
may elect to commence contributions to the Plan on any Enrollment Date by
completing such enrollment procedures and authorizing contributions from Base
Earnings in the manner prescribed by the Company at least thirty days prior to
such Date (or such shorter period as the Company may prescribe).

     3.   Reemployment

     Upon Reemployment an otherwise Eligible Employee shall be deemed to have
satisfied the one (1) year of Continuous Service requirement if the aggregate of
the periods of Continuous Service before and after reemployment shall equal at
least one (1) year. A reemployed Eligible Employee may elect to recommence
contributions to the Plan in the manner provided in paragraph 2 of this Section
III.

SECTION IV:  MEMBERS' CONTRIBUTIONS

     1.   Contributions

          (a) Effective with the first full payroll period following the
     Enrollment Date on which membership begins, a Member may elect to
     participate in the Plan by making contributions, as provided in
     subparagraph (c) below.  Any such contribution shall be collected by the
     Company through payroll deductions during each regular payroll period.  The
     amount of such deductions in any regular payroll period which a Member may
     authorize shall be at the rate of either 2%, 4%, 6%, 8% or 10% of Base
     Earnings up to the first $12.01 of the Member's straight time hourly rate
     and either 2%, 4% or 6% of the Member's Base Earnings that exceeds $12.01
     of the Member's straight time hourly rate but do not exceed $16.01 of such
     rate, except as provided in paragraph 1(c) below.

                                       5

<PAGE>
 
          (b) Except as provided in paragraph 1(c) below, an additional 1%, 2%,
     3% or 4% of Base Earnings that do not exceed the first $16.01 of the
     Member's straight time hourly rate may be contributed.  Such additional
     amount shall not be matched with a Company Contribution.

          (c) The maximum percentage of Base Earnings which any Member may elect
     to contribute in any Plan Year shall not exceed the above percentages.  The
     maximum contribution rates, the maximum amount of Base Earnings which may
     be considered in applying the percentages described in (a) and (b) above
     and whether a Member's contributions to the Plan will be permitted as (i)
     provided in any collective bargaining agreement between the Company and a
     union representing such Member or (ii) as prescribed by the Company with
     respect to any other group or Employing Unit to which such Member belongs
     that is not covered by a collective bargaining agreement (provided that the
     Company shall not prescribe with respect to any included group at any
     division or Subsidiary or Employing Unit of the Company a lesser percentage
     than is provided in the collective bargaining agreement covering the
     largest number of union-represented Eligible Employees at such division or
     Subsidiary or Employing Unit).

          (d) All such authorized deductions shall be rounded to the nearest
     whole dollar.  The actual calculation of authorized deductions for each pay
     period shall be performed in accordance with rules prescribed by the
     Company.

          (e) Subject to the foregoing, a Member may change the percentage of
     subsequent authorized payroll deductions as of the first pay period
     following any Enrollment Date by giving at least 30 days' prior notice in
     the manner prescribed by the Company.  In the event of a change in the
     Member's Base Earnings, the percentage of deduction or Base Earnings
     contributions applicable to Base Earnings up to $12.01 per straight time
     hour shall continue to apply and the percentage of deduction applicable to
     Base Earnings in excess of $12.01 and of a Member's straight time hourly
     rate (if any) shall continue to apply; provided, that if a Member's Base
     Earnings rate advances from $12.01 per straight time hour to an amount in
     excess of $12.01 per straight time hour, the Member may immediately
     authorize a percentage of deduction (as prescribed above) for the amount of
     hourly straight time Base Earnings in excess of $12.01 if such additional
     contribution percentage is otherwise available to the Member.

          (f) A Member or Inactive Member shall not be entitled to contribute
     cash to the Plan in lieu of payroll deductions except:

               (i) as provided in paragraph 3 of Section XI for repayment of
          distributions;

                                       6

<PAGE>
 
             (ii)   as provided in paragraph 10 of Section XVII for
          contributions during periods of leave of absence; and as determined
          necessary be the Plan Administrator to permit the Company to comply
          with the Military Reemployment Acts of the United States with respect
          to Members who take a leave of absence from the Company's regular
          employment to perform active duty in the armed forces of the United
          States thereby allowing them to make contributions for the purpose of
          obtaining Company Contributions described in Section V; and

             (iii)  as determined by the Plan Administrator to correct an error
          of the Administrator or improper delay in the commencement of
          contributions as a result of which a Member was not permitted to elect
          to make contributions that would have been matched by Company
          contributions.

          (g) The Company shall periodically determine the maximum allowable
     percentage of Member contributions and Company matching contributions which
     may be contributed by or on behalf of "highly compensated" Members and
     Eligible Employees (as defined in IRC 414(q) or other Members pursuant to
     IRC section 401(m).

          (h) With respect to Member contributions and Company Contributions,
     the Contribution Percentage for each Plan Year for Members who are Highly
     Compensated shall bear a relationship to the Contribution Percentage for
     all other Members that satisfies either of the following tests:

             (i)    The Contribution Percentage for Members and Eligible
          Employees who are Highly Compensated is not more than the Contribution
          Percentage of all other Members multiplied by 1.25 or

             (ii)   The Contribution Percentage for Members and Eligible
          Employees who are Highly Compensated is not more than the Contribution
          Percentage for all other Members and Eligible Employees multiplied by
          two or the Contribution Percentage for all other Members and Eligible
          Employees plus two percentage points.

     With respect to Member Contributions, Members and Eligible Employees shall
     refer only to Members and Eligible Employees who are eligible to make
     Contributions as described in subparagraph 1(c) above.

          (i) To insure that the amounts of Member Contributions or Company
     matching contributions made do not exceed the maximum allowable percentages
     permitted to be contributed by or on behalf of Highly Compensated employees
     under IRC Section 401(m), the Company is authorized to take any actions
     permitted under Section 401(m) in order to comply with the limits on

                                       7

<PAGE>
 
     Member Contributions and Company matching contributions including reducing
     the amount of Member Contributions or Company Contributions made on behalf
     of Plan Members or refunding Member Contributions or Company contributions
     or forfeiting nonvested Company contributions.

          (j) Definitions.  For purposes of this Section IV, the following words
     and phrases shall have the meanings stated below:

               (i)   The Contribution Percentage shall be the average of the
          ratios, calculated separately for each Member and nonparticipating
          Eligible Employee in the group, of: (a) the sum of Member
          Contributions and Company Contributions contributed by the Company on
          behalf of each Member and Eligible Employee for the Plan Year (under
          this or any other plan maintained by the Affiliated Group in which
          such Member or Eligible Employee participates) to (b) the Member's or
          Eligible Employee's Compensation for such year. This percentage shall
          be calculated in a manner consistent with IRC Section 401(m).

               (ii)  A Highly Compensated Member or Employee shall mean an
          individual as described in IRC section 414(q).

               (iii) Compensation as used in the subparagraphs above shall mean
          compensation paid by the Employing Unit to the Member or Eligible
          Employees during the taxable year ending with or within the Plan Year
          which is required to be reported as taxable wages on the Member's or
          Eligible Employee's Form W-2 and shall also include compensation which
          is not currently includible in the Member's or Eligible Employee's
          taxable income by reasons of application of IRC sections 125,
          402(a)(8), 402(h)(l)(B) or 403(b).

               (iv)  In performing the calculation described in the above
          subparagraphs (h), (i) and (j), the Member Contributions, Compensation
          and Company Contributions of and for former Members and Inactive
          Members made and received during each relevant Plan Year shall be
          considered as appropriate and consistent with regulations issued under
          IRC section 401(m).

     2.   Suspension

          (a) A Member may suspend his payroll deductions for any period (but
     not for less than three months) by giving prior notice in the manner
     described by the Company.  Any stated period of suspension may be extended
     upon prior notice by the Member.

                                       8

<PAGE>
 
          (b) The amount of payroll deductions so suspended may not subsequently
     be made up.

          (c) Effective with the first payroll following the Enrollment Date
     after expiration of any period of suspension, the payroll deductions of a
     Member shall be resumed unless he gives written notice to the contrary to
     the Company.

SECTION V:  COMPANY CONTRIBUTIONS

     1.   Company Contributions

     The Company shall contribute to the Plan for each month a percentage
(the Company Contribution percentage) of the aggregate amount of all Members'
matched contributions made during such month pursuant to Section IV, paragraph
1(a), less any amount to be applied to reduce Company Contributions pursuant to
Section XII. With respect to such Member contributions which are:

          (a) Invested pursuant to the investment options stated at Section VI,
     paragraph 1, subparagraphs (i) through (vii), the Company Contribution
     percentage shall be 50%;

          [(b)  Invested pursuant to the investment option stated at Section VI,
     paragraph 1, subparagraph (viii), i.e. 100% Company Stock Fund, the Company
     Contribution percentage shall be 100%.]

     Such contributions may be made in cash or Company Stock or such other
property, as determined by the Company and to the extent permissible under ERISA
and IRC.  But no Company contributions shall be made in common stock of the
Company during a period commencing with the public announcement of an Offer for
acquisition of the common stock of the Company, as defined in Section XV,
paragraph 13 and ending at the expiration of the Offer Period.  The Company
shall not be required to make contributions if the amount thereof would exceed
earned surplus.

     2.   The Chairman may, on a prospective basis, and to the extent not
inconsistent with the provisions of any collective bargaining agreement, provide
for a lower percentage of Company contributions with respect to the
contributions made by Member employed by an Employing Unit.


                                       9

<PAGE>
 
SECTION VI:  INVESTMENT OF CONTRIBUTIONS

     1.   Members' Contributions

     Each Member shall direct, at the time he becomes a Member, that the
Member's contributions are to be invested in one or more of the following
investment funds:

          (a) an unsegregated fund invested in Government Bonds;

          (b) an unsegregated fund invested in the Diversified Portfolio;

          (c) an unsegregated fund invested in Company Stock;

          (d) an unsegregated Fixed Income Fund;

provided, however, that the investment of each Member shall be made in
accordance with any one of the following options:

          (i)  33 1/3% Government Bonds, 33 1/3% Diversified Portfolio and 33
               1/3% Company Stock;

         (ii)  33 1/3% Government Bonds and 66 2/3% Company Stock;

        (iii)  33 1/3% Government Bonds and 66 2/3% Diversified Portfolio;

         (iv)  100% Government Bonds;

          (v)  33 1/3% Fixed Income Fund, 66 2/3% Diversified Portfolio Fund;

         (vi)  33 1/3% Fixed Income Fund, 66 2/3% Company Stock Fund;

        (vii)  100% Fixed Income Fund;

       [(viii) 100% Company Stock Fund.]

     Member Contributions invested in the Company Stock Fund during an Offer
Period, as defined in Section XV, paragraph 13, or prior thereto and which had
not been used to acquire Company Stock prior to the public announcement by an
Offerer of an Offer to acquire the common stock of the Company as described in
Section XV, paragraph 13, shall be invested as described in Section XV,
subparagraph 13(f).

     2.   Change in Investment Options

     A Member may change his investment option, within the limits set forth
above, as of any Enrollment Date as to contributions made thereafter by giving
at least 30 days' notice, in the manner 

                                      10

<PAGE>
 
prescribed by the Company, prior to such Enrollment Date. If after completion of
a Tender Offer or expiration of an Offer Period as described in Section XV,
paragraph 13, no Shares of Company Stock are outstanding or reasonably available
for purchase, Members shall be permitted to change their investment option as
soon as reasonable thereafter in a manner to be prescribed by the Company.

     3.   Transfer of Account Balances

     This Section 3 shall apply to Eligible Employees of the Fort Worth Division
of the Company only.  A Member may direct the transfer of prior contributions
and earnings at the following times and under the following conditions:

          (a) By election to transfer all amounts credited to the Member's
     account in the Diversified Portfolio Fund or Government Bonds Fund or both
     of them to the Fixed Income Fund as follows:

               (i)  One such election shall be permitted after the Member
                    attains the age of 50, but before the Member attains the age
                    of 55;

              (ii)  One such election shall be permitted after the Member
                    attains the age of 55, but before the Member attains the age
                    of 60.

             (iii)  One such election shall be permitted after the Member
                    attains the age of 60, but before the Member attains the age
                    of 61; and one such election each year thereafter until
                    termination of employment.

              (iv)  Such an election shall be made, within the limits set forth
                    above, as of any Enrollment Date by giving at least 30 days'
                    written notice prior to such Enrollment Date.

          (b) A Member or Inactive Member whose accounts are to be distributed
     pursuant to paragraph 2(b) of Section X may direct a transfer of his
     Eligible Prior Account Balance as of the Settlement Date (as defined in
     paragraph 8 of Section X) in accordance with the provisions of Sections
     3A(a), (b), (c), (d), (e), (f), (g), (i) and (j); provided, however, that
     the Member's account in the Company Stock Fund shall be considered an
     Eligible Prior Account Balance without regard to when such shares were
     acquired.  Such transfer shall be effective as of the first of the calendar
     month following such Settlement Date and may be elected in addition to any
     fund transfer previously or thereafter elected and completed pursuant to
     subparagraphs 3(a) and 3(c).  No Member shall be permitted to direct a
     transfer under this Section 3(b) more than once.

                                      11

<PAGE>
 
     (c) An Inactive Member may direct transfer of his account balance in
     accordance with the provisions of Sections 3A(a), (b), (c), (d), (e), (f),
     (g), (i) and (j).

     (d) All transfers permitted under this Section shall be subject to uniform
     rules adopted by the Company. The Company may, also, in its discretion,
     allow additional transfers of prior contributions and earnings, at times
     and upon conditions as shall be determined.

     [3A. Transfer of Account Balances

     Members and Inactive Members may direct transfer of their prior
contributions and earnings from certain investment funds ("Eligible Prior
Account Balances") to other funds according to the following provision:

          (a) The Eligible Prior Account Balance in any fund shall equal 100% of
     a Member or Inactive Member's account balance in the Diversified Portfolio,
     Government Bonds and Special Distribution Funds.  Commencing 1 January
     1994, shares acquired for the Member's or Inactive Member's account in the
     Company Stock Fund shall be considered an Eligible Prior Account Balance to
     the extent that those shares were acquired by the Member or Inactive
     Member's account during or prior to the fifth preceding Plan Year.

          (b) An investment fund transfer, as described in this paragraph, may
     be performed by a Member or Inactive Member only once per Plan Year.

          (c) Eligible Prior Account Balances in an investment fund may be
     transferred to any other investment fund during any single transfer;
     however, amounts may not be transferred into and out of the same investment
     fund during a transfer and amounts may not be transferred to The Special
     Distribution Fund.

          (d) Up to 100% of any investment fund's Eligible Prior Account Balance
     may be transferred to any other investment fund, except as provided in (c)
     above, in increments of 25% of the investment fund's pre-transfer Eligible
     Prior Account Balance.

          (e) Fund transfers shall become effective as of the Enrollment Date
     which occurs subsequent to giving proper notice as described in
     subparagraph (f).

          (f) Members and Inactive Members may elect to perform a transfer as of
     an Enrollment Date by giving notice, in the manner prescribed by the
     Company, at least 30 days prior to that Enrollment Date.

                                      12

<PAGE>
 
          (g) The value of Eligible Prior Account Balances transferred as of an
     Enrollment Date shall be determined, to the extent administratively
     feasible and prudent, as of the close of the calendar month immediately
     preceding that Enrollment Date.

          (h) A Member or Inactive Member whose accounts are to be distributed
     pursuant to paragraph 2(b) of Section X may direct a transfer of his
     Eligible Prior Account Balance as of the Settlement Date (as defined in
     paragraph 8 of Section X) in accordance with the provisions of Sections
     3A(a), (b), (c), (d), (e), (f) and (g); provided, however, that the
     Member's account in the Company Stock Fund shall be considered an Eligible
     Prior Account Balance without regard to when such shares were acquired.
     Such transfer shall be effective as of the first of the calendar month
     following such Settlement Date and may be elected in addition to any fund
     transfer previously or thereafter elected and completed pursuant to
     subparagraphs 3A(b) and 3A(f) and 3A(i). No Member shall be permitted to
     direct a transfer under this Section 3A(h) more than once.

          (i) The Plan Administrator and Trustee shall be authorized to use
     reasonable and prudent methods (1) to acquire or dispose of securities to
     effect the requested fund transfers and (2) to value the Eligible Prior
     Account Balances for transfer.

          (j) All transfers permitted under this Section shall be subject to
     uniform rules adopted by the Company.  The Company may, also, in its
     discretion, allow additional transfers of prior contributions and earnings,
     at times and upon conditions as shall be determined. The Plan shall permit
     an additional investment fund transfer from the Special Distribution Fund
     as soon as practicable following the Plan's receipt of proceeds from a
     Special Distribution.  This distribution shall be performed and permitted
     generally in accordance with the provisions of this paragraph subject to
     uniform modification by the Company upon announcement of the additional
     transfer opportunity.]

     4.   Company Contributions

          (a)  Company contributions to the Plan made on behalf of a Member,
     shall be invested in the same fund or funds and in the same proportions as
     the investment of such Member.
 
          [(b) Company contributions made to the Plan with respect to Member
contributions, either pursuant to Section IV, subparagraph 1(a) or Section XI,
paragraph 3, shall be invested in the Company Stock Fund.]

     Company Contributions invested in the Company Stock Fund during an Offer
Period, as defined in Section XV, paragraph 13, or 

                                      13

<PAGE>
 
prior thereto and which had not been used to acquire Company Stock prior to the
public announcement by an Offerer of an Offer to acquire the common stock of the
Company as described in Section XV, paragraph 13 shall be invested as described
in Section XV, paragraph 13(f).

SECTION VII:  MAINTENANCE AND VALUATION OF MEMBERS' ACCOUNTS

     1.   Separate Accounts

     Each Member or Inactive Member shall have established a separate account
for each of the funds in which the Member or Inactive Member participates, which
shall reflect all amounts contributed by the Member or Inactive Member and by
the Company on the Member's or Inactive Member's behalf and the investment
thereof.

     2.   Company Stock Fund Account

     The number of shares of Company Stock to be credited to a Member's or
Inactive Member's Company Stock account shall be determined as follows:

          (a) A Member's account shall be credited as of the end of each month
     with a number of shares of Company Stock (carried to the third decimal
     place) equal to the aggregate of the Member's contributions and the
     Company's contributions on the Member's behalf to be applied toward the
     purchase of Company Stock with respect to that month divided by the average
     price per share (including brokerage fees and transfer taxes) of Company
     Stock purchased by the Trustee for all Members with respect to such month.

          (b) Regular quarterly or annual dividends declared by the Company and
     received on Company Stock held by the Trustee shall be reinvested in
     Company Stock, and the Member's or Inactive Member's account shall be
     credited with a proportionate number of such shares determined on the basis
     of the number of shares in each Member's or Inactive Member's account.
     Except with respect to FITU Members, Special Distributions shall not be
     reinvested in the Company Stock Fund but will be paid into the Special
     Distribution Fund.

          [(c)  If Company contributions made pursuant to Section V are made in
     Company Stock and retained by the Trustee, such shares shall be credited to
     each Member's account consistent with (a) above and based upon the
     applicable Company contribution percentage described in Section V,
     paragraph 2.]

          (d) Notwithstanding subparagraphs (a) and (b), any amounts received by
     the Company Stock Fund which have not been invested in Company Stock prior
     to the public announcement by an Offerer of an offer to acquire the common
     stock of the 

                                      14

<PAGE>
 
     company, as described in Section XV, paragraph 13, and amounts
     received during an Offer Period shall be invested and credited to Member
     and Inactive Member accounts as provided in Section XV, subparagraph 13(f).

     3.   Fixed Income, Government Bonds Fund, Diversified Portfolio and Special
          Distribution Fund Accounts

          (a) Each Member's or Inactive Member's interest in the Plan will be
     reflected using cash value accounting.  Members' or Inactive Members'
     interests in each investment fund will be valued on a monthly basis in
     accordance with generally accepted accounting principles.

          (b) At the end of each month, the Trustee shall determine the fair
     market value of assets in each investment fund which shall be done after
     payment of all brokerage fees and transfer taxes applicable to purchases
     and sales for each fund during such month but before adding contributions
     for the fund made during such month.  Contracts held by the Fixed Income
     Fund shall, however, be valued at their face (book) value including accrued
     interest less allocated expenses.  The net earnings, gains and losses, both
     realized and unrealized and less allocated administrative or other
     expenses, shall then be allocated to the accounts of the Members or
     Inactive Members participating in such fund in the same ratio that the
     market value of each Member's or Inactive Member's account at the beginning
     of such month bears to the total market value of all accounts of all
     Members or Inactive Members invested in such fund at the beginning of the
     month.

          (c) A Member's or Inactive Member's account in each fund shall be
     credited at the end of each month with the contributions for that month to
     such fund with respect to such Member.  Fund transfers shall be added to a
     Member's or Inactive Member's account on the Enrollment Date on which the
     transfer becomes effective.

          (d) Special Distribution proceeds which are credited to Member or
     Inactive Member accounts shall retain the same character as the shares
     tendered or to which the Special Distribution was attributable (Originating
     Shares) with respect to the Originating Shares': (i) source as Member or
     Company Contributions, (ii) vested status, (iii) Plan Year of acquisition
     and (iv) other characteristics under the Plan.  But, Special Distribution
     proceeds shall not be subject to limitations which may have applied to
     Originating Shares under Section VI, subparagraphs 3(a), 5(e) and Section
     IX, subparagraph 1(a) (i) (3) with respect to transfers, loans or
     withdrawals.


                                      15

<PAGE>
 
SECTION VIII:  VESTING

     1. Members and Inactive Members shall be fully vested at all times in their
contributions and earnings allocated thereon.

     2. Members and Inactive Members shall become fully vested in all Company
contributions and earnings thereon, credited to their accounts, upon the
earliest occurrence of any of the following:

          (a) Upon the completion by the Member or Inactive Member of 5 full
     years of Continuous Service with the Affiliated Group;

          (b) Termination of a Member's or Inactive Member's employment by
     reason of the Member's or Inactive Member's death, involuntary entry into
     military service, layoff for four consecutive weeks, or permanent and total
     disability;

               (i) Permanent and total disability shall mean a disability
          resulting from a bodily or mental injury or disease either
          occupational or non-occupational in cause (but excluding disabilities
          resulting from service in the Armed Forces of any country) which would
          prevent a Member or Inactive Member from engaging in any occupation or
          performing any work for compensation or profit for the remainder of
          the Member's life, as confirmed by medical evidence satisfactory to
          the Company.

          (c) Termination of a Member or Inactive Member at or after
     satisfaction of the conditions for normal or early retirement specified in
     the provisions of the applicable hourly retirement plan maintained by or
     for an Employing Unit in which the Member or Inactive Member is
     participating at the time of the Member's or Inactive Member's retirement.

     3.   If the employment of a Member or Inactive Member terminates for any
reason other than as provided in paragraph 2 above, all nonvested amounts and
shares then in the Member's or Inactive Member's account as of the Settlement
Date shall be forfeited and applied as provided in Section XII.

SECTION IX:  IN-SERVICE WITHDRAWALS

     1.   In-Service Withdrawals.  The following describes the only forms of
withdrawal available to Members prior to their termination of employment with
the Affiliated Group.  Inactive Members may make withdrawals as described in the
following paragraphs so long as they remain employed by the Affiliated Group.
Accordingly, references to Members in the following paragraphs shall also apply
to Inactive Members who are employed by the Affiliated Group.

          (a) Initial Withdrawal.  Once during each Plan Year as of the end of
     any month (the Month of Withdrawal), Members may 

                                      16

<PAGE>
 
     withdraw a portion (as defined in (i) below) of their vested account
     balance in the Plan by giving notice in the manner prescribed by the
     Company during the Month of Withdrawal. The value of amounts or shares
     withdrawn shall be determined as of the last day of the Month of Withdrawal
     and such amounts and shares shall be paid as soon as practicable after the
     end of the Month of Withdrawal. This withdrawal will be subject to the
     following:

               (i) The maximum portion of a Member's vested account balance
          which will be available for withdrawal shall include all vested
          amounts credited to Member's accounts except:

                    (1) Vested Company Contributions and earnings thereon
               credited to a Member's account during the current Plan Year and
               the two immediately preceding Plan Years; and

                    [(2)  Any and all shares or amounts which are credited to a
               Member's account in the Company Stock Fund to the extent that
               those shares were acquired during the Plan Year in which the
               withdrawal is requested or during the four Plan Years immediately
               preceding the Plan Year in which the withdrawal is requested.]

              (ii)  A Member may withdraw all, or less than all, of the vested
          account balance available for withdrawal by specifying in the
          withdrawal election the actual amount to be withdrawn in accordance
          with uniform rules to be provided by the Company.  Provided that the
          value of all amounts or shares withdrawn shall not be less than the
          lesser of (a) $100 or (b) the entire value of the Member's available
          vested account balance.

             (iii)  All amounts and shares withdrawn shall be drawn from a
          Member's accounts on a pro rata basis from all investment funds
          commencing with the oldest Plan Year's investments.

              (iv)  The Company is authorized to prescribe such uniform
          nondiscriminatory rules as deemed appropriate to facilitate and
          administer withdrawals.  Any withdrawal election filed with the
          Company shall become effective during the Month of Withdrawal.

          (b) Second Withdrawal.  Members who received an Initial Withdrawal, of
     any amount, as described in subparagraph 1(a) above, during a Plan Year may
     elect, once per Plan Year, to make a Second Withdrawal If the Member's
     account has an amount available for withdrawal as described in subparagraph
     (1)(a)(i).

                                      17

<PAGE>
 
               (i) A Member's Second Withdrawal will be otherwise governed by
          the same terms and conditions as pertain to the Member's Initial
          Withdrawal as described in subparagraphs 1 (a)(i) through (iv) above.
  
              (ii) In addition, Members who elect a Second Withdrawal during a
          Plan Year shall have their right to further contribute to the Plan
          suspended for a period of twelve months commencing with the first
          payroll period of the month following the month of the Second
          Withdrawal.

     2.   Forfeiture of Nonvested Company Contributions and Earnings

     Any Member receiving a withdrawal pursuant to paragraphs 1 or 2 above shall
forfeit all nonvested Company contributions and earnings thereon attributable to
vested amounts and shares that are withdrawn.  Such forfeited amounts and shares
shall be applied or provided in Section XII.

SECTION X:  DISTRIBUTION ON TERMINATION OF EMPLOYMENT

     1.   Distribution or Deferral

     Upon termination of employment with the Affiliated Group, a Member or
Inactive Member or, in case of death, the Member's Beneficiary shall receive
payment of the Member's or Inactive Member's accounts.  However, if the value of
the Member's accounts at termination of employment equals or exceeds $3,500, the
Member or Inactive Member or Beneficiary must elect to receive a distribution of
the entire balance of the Member's or Inactive Member's accounts, as set forth
in the following paragraphs by electing a distribution in the manner prescribed
by the Company no later than the Member's or Inactive Member's Settlement Date
(as defined in paragraph 8 below).  Otherwise, distribution of the Member's or
Inactive Member's entire vested account balance will be deferred until a later
date pursuant to the provisions of paragraph 4 of Section XI.

     2.   Retirement

     Upon retirement after having satisfied the conditions for normal or early
retirement age as specified in the provisions of the applicable retirement plan,
maintained by or for an Employing Unit, in which the Member may be participating
at the time of the Member's retirement, a Member may elect to receive a
distribution of the entire vested balance in the Member's account in the manner
set forth below.  An Inactive Member whose employment with the Affiliated Group
ends as a retirement as described in the first sentence of this paragraph shall
be eligible to receive distribution of the Inactive Member's account balance as
described below.  Accordingly, references to Members in the following
subparagraphs 

                                      18

<PAGE>
 
shall also refer to Inactive Members who retire from service with the Affiliated
Group.

          (a) Total or Partial Lump Sum.  Distribution of part or all of the
     entire vested interest in the Member's accounts as soon as practicable,
     valued as of the Settlement Date as defined in paragraph 8 below. Any
     portion of the Member's account not distributed in a lump sum may be
     payable in accordance with one of the other payment options described in
     this paragraph 2.

          (b) Annual or Monthly Installments Distribution of the entire vested
     balance of the Member's accounts as of the settlement date, plus earnings
     credited to the Member's accounts thereafter, in such number of annual or
     monthly installments, not to exceed the maximum period provided below in
     subparagraph (v) or IRC section 401 (a)(9), as the Member selects and which
     number may be redetermined from time to time, in the case of a life
     distribution, in accordance with subparagraph (vi) below.

               (i)  The first installment shall be paid as soon as practicable
          after the Settlement Date, and a subsequent installment shall be paid
          as soon as practicable monthly thereafter or on each anniversary of
          the Settlement Date based on the Member's election.

              (ii)  Each installment will equal the value in the Member's
          account on the Settlement Date or anniversary of such date, multiplied
          by a fraction of which the numerator shall be one and the denominator
          shall be the number of installments remaining payable or remaining
          period over which installments will be payable (expressed in months
          for monthly installments), including the installment the amount which
          is being computed. In the case of monthly installments, the monthly
          amount payable will be redetermined annually on the anniversary of the
          Member's Settlement Date.

             (iii)  During the installment payment period, the Member's account
          balance shall remain at risk and continue to be invested in accordance
          with the Member's last investment fund options filed before payments
          commenced.

              (iv)  If the former Member shall die while any installment remains
          unpaid, the Member's remaining account balance shall be paid to the
          Member's Beneficiary in a single distribution unless the Beneficiary
          determines to continue to receive distribution in accordance with the
          installment schedule applicable to such former Member.  In the case of
          an installment payment schedule for the Member and the Member's life
          expectancy, as 

                                      19

<PAGE>
 
          described in (vi) below, the remaining account balance will be paid in
          a single sum to the Beneficiary except as provided in (v) below.

               (v) The number of installments payable to a Member may not exceed
          the greater of the Member's life expec-tancy or, if the Member's
          spouse is the designated Beneficiary, the joint and last survivor life
          expectancy of the Member and the Member's designated Beneficiary.
          These life expectancies shall equal the return multiples found in the
          Ordinary Life and Ordinary Joint Life and Last Survivor Annuity Tables
          as contained in section 1.72-9 of the Income Tax Regulations or
          similar regulations as promulgated by the United States Department of
          the Treasury or their reasonable equivalent.

              (vi) If the Member elects payment over his life expectancy, or the
          joint and survivor life expectancy of the Member and the Member's
          spouse, the life expectancy of the Member and Member's spouse may be
          redetermined on an annual basis on the anniversary of benefit
          commencement.

             (vii)  Effective on any month end, the Member (or his designated
          Beneficiary if the Member is deceased) may elect to cease receipt of
          the Member's account in installments and receive the remaining account
          balance as soon as practicable thereafter in cash (or cash and shares
          of Company stock as appropriate).

          (c) Transfer to the Trustee under any retirement plan of any Employing
     Unit for hourly employees, under which the Member has accrued benefits, of
     cash equal to the value in the Member's accounts at the Settlement Date for
     the purpose of providing additional retirement benefits thereunder
     (commencing at the time which benefits under that plan commence to the
     Member) which shall be paid in the same form as the benefits from the
     retirement plan are paid to the Member.  Such additional retirement
     benefits shall be the actuarial equivalent of such amount computed by the
     use of the applicable actuarial assumptions being used on the date of such
     transfer by such retirement plan for determining actuarial equivalent
     values.

          (d) Payment to an insurance company of cash equal to the value of the
     Member's accounts at the settlement date for the purchase of an annuity.
     With respect to any annuity contract purchased, the following restrictions
     must be provided:

               (i) A Member must not be allowed to elect to withdraw interest
          only under the contract and leave the principal to accumulate for the
          Member's Beneficiary.

                                      20

<PAGE>
 
              (ii) Any form of annuity selected by the Member must provide for
          distribution over one of the following periods:

                    (A)  the Member's life,

                    (B)  the life of the Member and a designated  Beneficiary,

                    (C)  a period certain not extending beyond the Member's life
                         expectancy, or

                    (D)  a period certain not extending beyond the joint and
                         last survivor life expectancy of the Member and a
                         designated Beneficiary,

                    (E)  a combination of any one or more of the above which is
                         permitted by applicable federal regulations.

          Any contract selected may provide for adjustments in the levels of and
          number of payments in accordance with IRC Section 401 (a)(9), and
          regulations as may be issued from time to time thereunder, with
          respect to periodic reevaluation of distributee and beneficiary life
          expectancies and variation in levels of payments.  The Member's life
          expectancy and joint and last survivor expectancy of the Member and
          the Member's designated Beneficiary must be computed by reference to
          annuity tables described in subparagraph 2(b)(v) of this Section or
          their equivalent.

             (iii)  Notwithstanding the above, a Married Member electing this
          form of payment must select a form of annuity contract under which the
          Member's accrued benefit will be paid as a Contingent or Joint and
          Survivor Annuity, with the Member's spouse as the contingent annuitant
          or survivor, wherein the annuity continuation to the contingent
          annuitant/survivor is at least 50% of the Member's annuity, unless,
          prior to issuance of the annuity contract, the Company obtains the
          written consent of the Member's spouse to the Member's selection of a
          different contingent annuitant/survivor or form of annuity contract.
          The spouse's written consent shall acknowledge the effect of the
          consent and shall be witnessed by a notary public or Plan
          representative to be effective.

     3.   Death

          (a) In case of a Member's or Inactive Member's termination of
     employment with the Affiliated Group by reason of death, prior to
     commencement of distribution from the Plan 

                                      21

<PAGE>
 
     because of the Member's or Inactive Member's retirement or attaining age 70
     1/2, the entire vested balance in the Member's accounts at the Settlement
     Date, may be distributed to the Member's or Inactive Member's designated
     Beneficiary pursuant to the methods available for settlement of such
     Member's or Inactive Member's accounts as provided in subparagraphs 2(a)
     and (b) above with the following restrictions.

               (i)  The Beneficiary of a deceased Member may defer receipt of
          any distribution as described in Section XI, paragraph 4 In which case
          distribution would commence as described in Section XI, paragraph
          4(g).

              (ii)  If the payments are to be made to the Member's or Inactive
          Member's designated Beneficiary (or spouse if alive at the Member's or
          Inactive Member's death and If no other Beneficiary was designated),
          the period over which installments may be payable shall not exceed the
          greater of five years or the number of years remaining in the
          designated Beneficiary's life expectancy as determined by reference to
          the Ordinary life Annuity Table described in subparagraph 2(b)(v) of
          this Section.

             (iii)  If a Member or Inactive Member has no designated Beneficiary
          or the Member's or Inactive Member's designated Beneficiary(ies)
          predecease the Member or Inactive Member, then the personal
          representative may elect to receive the Member's or Inactive Member's
          account balance pursuant to subparagraphs 2(a) or (b) above but the
          maximum period over which installments shall be payable shall be 5
          years.

          (b) In case of a Member's or Inactive Member's termination of
     employment with the Affiliated Group by reason of death prior to receipt of
     a distribution but after the Member or Inactive Member has properly
     requested payment of said sums and after the Settlement Date for those
     payments has passed, the sum shall be paid to the Member's or Inactive
     Member's personal representative.

          (c) In case of death of an Inactive Member who has previously
     terminated employment with the Affiliated Group, but who has deferred
     receipt of the Inactive Member's account pursuant to Section XI, paragraph
     4, the Inactive Member's account balance will be distributed or deferred
     and distributed as described in Section XI, paragraph 4(g).

          (d) If the death of a designated Beneficiary occurs after the death of
     a Member or Inactive Member while the Beneficiary is entitled to receive
     distribution of the Member's or Inactive Member's account balance, but
     before the account balance has been completely distributed to the


                                      22

<PAGE>
 
     Beneficiary, then the Member's or Inactive Member's undistributed account
     balance shall be paid in a single sum as soon as practicable, valued as of
     the end of the month in which the Beneficiary died, to the Beneficiary's
     personal representative.

     4.   Total Disability

     In case of a Member's or Inactive Member's termination of employment with
the Affiliated Group by reason of permanent and total disability, the entire
balance in the Member's or Inactive Member's account at the Settlement Date may
be distributed pursuant to methods provided in subparagraphs 2(a), (b) and (d)
above.  The term "permanent and total disability" shall have the meaning
provided in Section VIII, 2(b)(i) above.

     5.   Involuntary Entry Into Military Service or Layoff

     In case of a Member's termination of employment with the Affiliated Group
by reason of involuntary entry into military service or layoff for four
consecutive weeks, the entire vested balance in the Member's accounts at the
settlement date shall be distributed or deferred at the Member's election
pursuant to paragraph 1 above.

     6.   Other Terminations

     If the employment of a Member or Inactive Member terminates employment with
the Affiliated Group for any reason other than provided in paragraphs 2,3,4 or 5
of this Section X, the entire vested balance in the Member's or Inactive
Member's account at the Settlement Date shall be distributed or deferred at the
Member's or Inactive Member's election pursuant to paragraph 1. All such non-
vested amounts and non-vested shares shall be forfeited and applied as provided
in Section XII.

     7.   Unused Payroll Deduction

     In addition to the distributions of the Member's account balance described
in the preceding paragraphs of this Section X, the Member or Beneficiary shall
receive from the Company cash equal to the Member's contributions plus Company
contributions, which would have otherwise vested, on such Member's contributions
which have not yet been invested or paid to the Trustee.

     8.   Settlement Date

     As used in this Plan, the term "settlement date" shall mean the last day of
the calendar month in which the Member or Inactive Member leaves the Company's
employ because of retirement, death or other termination of employment, as the
case may be, or in which a Member's or Inactive Member's request for a
withdrawal (as described in Section IX) or for payment of a deferred account

                                      23

<PAGE>
 
balance (as described in Section XI) becomes effective; except that, in the case
of layoff, it shall mean the last day of the calendar month in which the end of
the fourth consecutive week of layoff occurs.

     9.   Timing of Distribution

     The value of all distributions as described in paragraphs 1 through 6
above, or in Section XI, paragraph 4 determined as of the appropriate Settlement
Date, shall be payable as soon as practicable after the Settlement Date in
accordance with such practices as the Plan Administrator may, in its judgment,
implement.

SECTION XI:  REQUIRED DISTRIBUTIONS, FORM OF DISTRIBUTIONS,
             RESTORATION OF FORFEITED CONTRIBUTIONS AND DEFERRAL OF
             DISTRIBUTIONS

     1.   Required Distribution of Benefits

          (a) The entire vested account balance of any Member or Inactive Member
     must be distributed or commence to be distributed no later than 60 days
     following the end of the month in which the Member attains age 70 1/2.

          (b) The distribution described in subparagraph (a) above shall be made
     in accordance with the provisions of Section X, paragraph 2 as if the
     Member or Inactive Member had retired on the day before the required (or
     selected) benefit commencement date.  The distribution shall commence upon
     that date regardless of whether the Member or Inactive Member has actually
     retired or terminated.  Further deferrals of the commencement of
     distribution will not be permitted.

     2.   Mode of Distribution

          (a) All distributions from the Plan shall be made in cash, except as
     provided below with respect to Company Stock, which is to be distributed to
     the Member's or Inactive Member's Beneficiary in kind and fractional Shares
     shall be paid in cash.  Full and fractional Shares to be converted into
     cash shall be valued at the closing price per share of Company Stock on the
     New York Stock Exchange on the Settlement Date or if Company Stock was not
     so traded on such date then on the next prior date when so traded.

     3.   Repayment of Plan Distributions and Restoration of Forfeited Amounts

     Notwithstanding anything herein to the contrary, a Member or Inactive
Member shall be entitled to repay Plan distributions and have forfeited amounts
restored to the Member's or Inactive Member's or reemployed former Member's
account.  Any such repayment and restoration shall be made only under the
following conditions.  

                                      24

<PAGE>
 
These conditions are described with respect to Members but shall also apply to
Inactive Members (but not Beneficiaries) and reemployed former Members as
appropriate. Reemployment shall refer to reemployment with the Company or its
subsidiaries.

          (a) Withdrawals Prior to Termination of Employment: The value of a
     Member's account forfeited as a result of a distribution from the Plan
     prior to termination of employment shall be restored to the Member's
     account provided such Member repays to the Plan in cash and in a lump sum,
     the value of the entire amount distributed.

          (b) Distributions at Termination of Employment: The value of a
     Member's account forfeited pursuant to paragraph 6 of Section X shall be
     restored to the Member's account provided such Member is reemployed by the
     Company and within 60 months after reemployment repays to the Plan in cash
     and in a lump sum, the value of the entire distribution paid.

          (c) Restoration of Account: Any repayment pursuant to paragraph (a)
     above shall be made in a lump sum and before the Member retires or
     otherwise terminates employment and within the time periods described
     above.  The amount repaid and the restored forfeiture shall be allocated to
     the Member's account for the Plan Year in which repayment is made.  Any
     repayment shall be invested in the investment option in effect for such
     Member at the time of repayment. There shall be no adjustment for any gains
     or losses attributable to the restored forfeiture between the date of
     forfeiture and the date of repayment.

          (d) Deferring Members who incur forfeitures upon termination and are
     reemployed shall have forfeited Company Contributions restored as follows:

               (i) If the Deferring Member received no distribution upon
          termination, all amounts forfeited shall be restored upon
          reemployment.  Restoration shall occur as described in subparagraph
          (c) above.

              (ii) If the Deferring Member received any distributions, they must
          be repaid as described in subparagraph (c) as a condition to
          restoration of amounts forfeited.  Upon repayment, restoration and
          reinvestment shall occur pursuant to subparagraph (c).

          (e) Repayments of Plan distributions and restoration of previously
     forfeited Company contributions made prior to the Closing Date shall be
     governed by the terms of the Plan as it existed at the time of the Member's
     reemployment.  However, Members who were reemployed prior to the Closing
     Date and who were eligible to repay a prior distributions and have Company
     contributions restored, but had not yet done so prior to the Closing Date,
     may do so under the terms of this Plan unless 


                                      25

<PAGE>
 
     their eligibility to repay a prior distribution and have Company
     Contribution restored had expired prior to the Closing Date.


          [(f)  All Company contributions to restore forfeitures, as described
     in this paragraph 3, will be invested for the Member or Inactive Member in
     the Company Stock Fund.]

     4.   Deferral of Receipt of Distributions

          (a) Any Member, Inactive Member or Beneficiary who is entitled to
     distribution of the Member's account balance pursuant to Section X and
     whose vested account balance equals or exceeds $3,500 shall be deemed to
     have deferred receipt of the distribution in accordance with the provisions
     of this paragraph and such other uniform rules which the Company may
     implement unless the Member, Inactive Member or Beneficiary has made an
     election in the manner prescribed by the Company, no later than the
     Settlement Date (as defined in Section X, paragraph 8), to receive the
     distribution.

          (b) The accounts of a Deferring Member will remain invested in those
     Funds in which they were invested on the Deferring Member's Settlement Date
     except that the Deferring Member may elect fund transfers as described in
     Section VI, paragraph 3.

          (c) A Deferring Member may elect to receive a distribution of the
     Deferring Member's entire vested account at any time after the initial
     deferral by requesting a distribution in the manner prescribed by the
     Company.  The Deferring Member's account shall be distributed as soon as
     practical thereafter valued as of the last day of the calendar month in
     which the request for distribution is received.  Any Member or Inactive
     Member who terminated employment with the Affiliated Group by reason of
     permanent and total disability or retirement may request payment as
     provided in Section X, subparagraphs 2(a), (b) and (d).

          (d) A Deferring Member shall not be entitled to any partial
     distributions or withdrawals.

          (e) Deferral of any distribution shall not result in a reduction of
     the vested amount of a Member's or Inactive Member's account or in the
     amount of any Member's or Inactive Member's account which was forfeited
     upon termination.

          (f) Absent a request for earlier distribution and except as provided
     in (g) below, the balance of the account of a Deferring Member will be
     distributed at the time provided and manner described in Section XI,
     paragraph 1(a) and will be distributed in a lump sum, unless the Deferring
     Member may and does elect another form of payment as described in (c)
     above.

                                      26

<PAGE>
 
          (g) If the Beneficiary, or Personal Representative, of a Member or
     Inactive Member defers receipt of any distribution, the deferred account
     balance of the deceased Member or Inactive Member will be distributed to
     the Beneficiary or Personal Representative no later than as follows
     (references to Member shall also refer to Inactive Member):

               (i)  If the Member's spouse is the Beneficiary of the deceased
          Member, the entire deferred account balance must be distributed or
          commence to be distributed no later than the end of the month
          following the date on which the Member would have attained age 70 1/2.
          The methods available for distribution are described at Section X,
          paragraph 3(a)(ii).

               (ii) If the Member had designated a Beneficiary other than the
          Member's spouse, the entire deferred account balance must be
          distributed or commence to be distributed no later than by 31 December
          of the year following the year in which the Member died.  The methods
          available for distribution are described at Section X, paragraph
          3(a)(iii).

             (iii)  If the Member had no designated Beneficiary, the entire
          deferred account balance must be distributed no later than by the
          close of the calendar year which contains the fifth anniversary of the
          Member's death.  This may be accomplished by lump sum or installments
          as described in Section X, paragraph 3(a)(iii).

          (h) If a Deferring Member is reemployed by the Company:

               (i)  Amounts forfeited upon termination will be restored pursuant
          to paragraph 3(d) of this Section;

              (ii)  Any undistributed amounts will be allocated to the Plan Year
          to which they originally were allocated and all nonforfeited Company
          Contributions and earnings will continue to be fully vested;

             (iii)  Any undistributed amounts will be available for subsequent
          distribution and withdrawal pursuant to Sections IX and X.

SECTION XII:  APPLICATION OF FORFEITED COMPANY CONTRIBUTIONS

     All forfeitures of Company contributions and earnings thereon from the
accounts of any Member or Inactive Member shall be applied as a credit to reduce
subsequent Company contributions except as provided in Section XIII for
reallocation of Excess Benefits. All amounts so forfeited and applied shall be
determined as of the last day of the month in which the event resulting in such
forfeiture occurs (i.e. the forfeiting Member's or Inactive Member's Settle-

                                      27

<PAGE>
 
ment Date). Shares so forfeited and applied shall be valued at the closing price
per share of Company Stock reported on the New York Stock Exchange on the last
day of such month. However, in the event the Plan is terminated, any amount not
so applied by the Trustee shall be credited ratably to the accounts of Members
or Inactive Members in proportion to the amounts of their respective accounts
attributable to Company contributions.

SECTION XIII:  BENEFIT LIMITATIONS

     1. Anything in the Plan to the contrary notwithstanding, the Annual
Addition to a Member's account in any Plan Year shall not exceed the lesser of
(a) $30,000 or (b) 25 percent of such Member's Compensation for such year or
such other maximum permissible amount as may be provided from time to time by
IRC Section 415 or successor provision.

     2. The Plan herein incorporates by reference the overall limitations on
contributions to the Plan and benefits which may be provided as described in IRC
Section 415 and valid regulations which may be promulgated thereunder. The Plan
also incorporates by reference the definition of Annual Addition as well as all
substantive and definitional provisions of Section 415 and such successor
provisions as may be promulgated.

     3. If the Annual Addition to a Member's account under this Plan would
exceed the limitation described in paragraph 1 of this Section, the amount of
the Annual Addition to this Plan shall be reduced so that, when aggregated with
the Annual Additions to any other plans, it shall be brought within the
limitation of paragraph 1, by reducing it in the following order of priority:

          (a) Refund of Contributions made by the Member, and any earnings on
     them, during the Plan Year in which the excess arises which do not generate
     a Company matching contribution to the extent that the refund would reduce
     the Member's Annual Addition;

          (b) Refund of any Contributions made by the Member during the Plan
     Year to the extent that the refund would reduce the Member's Annual
     Addition, and any earnings on them, and forfeit any corresponding Company
     Contributions made pursuant to Section V with respect to the refunded
     Contributions; Company Contributions which are forfeited under this
     subparagraph shall be allocated pursuant to paragraph 4 below;

          (c) Refund of any Contributions made by the Member to any other
     defined contribution plan that would be aggregated with the Annual Addition
     to this Plan, if such a refund is authorized under the terms of the other
     plan, and any earnings on them.

                                      28

<PAGE>
 
     4.   Amounts forfeited pursuant to subparagraphs (b) and (c) will be
transferred to and held in an unallocated suspense account as of the end of the
Plan Year.  These amounts will then be allocated during the next Plan Year until
the limits of paragraph 1 are reached with respect to all Plan Members, and they
shall be similarly allocated in subsequent Plan Years until no amounts remain
unallocated. All suspense account allocations shall reduce Company Contributions
for the year in which the funds are released from the suspense account.
Allocation will be performed by reducing Company Contributions for the next Plan
Year to the extent of the suspense account and then allocating the remaining
Company Contributions, plus suspense account funds, to Members pursuant to Plan
Sections IV, V and VII.

     5.   No profits or losses attributable to the assets of the Trust may be
allocated to this suspense account.  Until all amounts held in the suspense
account, maintained under this Plan or under any other defined contribution plan
the annual additions of which are aggregated with the Annual Addition to this
Plan, can be allocated, the Company shall make no contributions under this Plan.
If the Plan terminates, any balance remaining in the suspense account that
cannot be allocated shall revert to the Company.

     6.   If a Member in this Plan is also a Member in a defined benefit plan,
as defined in Section 414(j) of the IRC, maintained by the Company or a
Subsidiary, the sum of (i) the Defined Benefit Fraction and (ii) the Defined
Contribution Fraction (as hereafter defined) for the Member shall not exceed 1.0
for any Plan Year.  If the sum of such fractions would for any Member exceed 1.0
for any Plan Year, then, to the extent necessary to avoid such excess, the
annual benefit which the Member has or may accrue under the defined benefit
plans of the Company and Subsidiaries shall be limited or reduced pursuant to
the applicable provisions thereof.

SECTION XIV:  TOP-HEAVY PROVISIONS

     1.   If the Plan is or becomes top-heavy in any plan year, the provisions
of Section XIV will supersede any conflicting provisions in the Plan; however,
the provisions of this Section XIV shall not be applicable with respect to any
Employee for a Plan Year in which the Employee was covered by a collective
bargaining agreement under which retirement benefits were the subject of good
faith bargaining.

     2.   Definitions

          (a) "Key Employee" shall mean any Eligible Employee who meets the
     definition of key employee contained in IRC section 41 6(i)(1) as such
     definition may be amended, replaced or supplemented by law or regulation.

          (b) "Top-Heavy Plan."  For any Plan year, this Plan is Top-Heavy If
     any of the following conditions exists:

                                      29

<PAGE>
 
               (i)  If the Top-Heavy Ratio for this Plan exceeds 60 percent and
          this Plan is not part of any Required Aggregation Group or Permissive
          Aggregation Group of plans;

              (ii)  If this Plan is a part of a Required Aggregation group of
          plans but not part of a Permissive Aggregation Group and the Top-Heavy
          Ratio of the Required Aggregation Group exceeds 60 percent; or

             (iii)  If this Plan is a part of a Required Aggregation Group and
          part of a Permissive Aggregation Group of plans and the Top-Heavy
          Ratio for the Permissive Aggregation Group exceeds 60 percent,
          assuming the Top-Heavy Ratio of the Required Aggregation Group exceeds
          60 percent.

          (c)  Top-Heavy Ratio:

               (i) If the Company maintains one or more defined contribution
          plans and has not maintained any defined benefit plan which, during
          the 5-year period ending on the Determination Date(s), has or has had
          accrued benefits, the Top-Heavy Ratio for this Plan or for the
          Required or Permissive Aggregation Group, as appropriate, is
          calculated as a fraction.  The numerator of the fraction is the sum of
          the account balances of all Key Employees as of the Determination
          Date(s) (including any part of any account balance distributed in the
          5-year period ending on the Determination Date(s)), and the
          denominator is the sum of all account balances (including any part of
          any account balance distributed in the 5-year period ending on the
          Determination Date(s)).  Both fractions will be computed in accordance
          with IRC section 416 and the regulations thereunder.  Both the
          numerator and denominator are adjusted to reflect any contribution not
          actually made as of the Determination Date, but which is required to
          be taken into account on that date under IRC section 416 and the
          regulations thereunder.

              (ii) If the Company maintains one or more defined contribution
          plans and maintains or has maintained one or more defined benefit
          plans, which during the 5-year period ending on the Determination
          Date(s), has or has had any accrued benefits, the Top-Heavy Ratio for
          any Required or Permissive Aggregation Group is calculated as a
          fraction.  The numerator of the fraction is the sum of account
          balances under the aggregated defined contribution plan or plans for
          all Key Employees in all aggregated plans, determined in accordance
          with (i) above, and the present value of accrued benefits under the
          aggregated defined benefit plan or plans for all Key Employees in all
          aggregated plans as of the Determination Date(s).  The denominator is
          the sum of the account balances under 

                                      30

<PAGE>
 
          the aggregated defined contribution plan or plans for all participants
          in the aggregated plans, determined in accordance with (i) above, and
          the present value of accrued benefits under the defined benefit plan
          or plans for all participants in the aggregated plans as of the
          determination date(s). All will be computed in accordance with IRC
          section 416 and the regulations thereunder. The accrued benefits under
          a defined benefit plan in both the numerator and denominator of the
          Top-Heavy Ratio are adjusted for any distribution of an accrued
          benefit made in the five-year period ending on the determination date.

             (iii)  For purposes of (i) and (ii) above, the value of account
          balances and the present value of accrued benefits will be determined
          as of the most recent Valuation Date that falls within or ends with
          the 12-month period ending on the Determination Date, except as
          provided in IRC section 416 and the regulations thereunder for the
          first and second plan years of a defined benefit plan.  The account
          balances and accrued benefits of a Member (1) who is not a Key
          Employee but who was a Key Employee in a prior year, or (2) who has
          not received any Compensation from any employer maintaining the plan
          at any time during the 5-year period ending on the determination date
          will be disregarded.  The calculation of the Top-Heavy Ratio, and the
          extent to which distributions, rollovers, and transfers are taken into
          account will be made in accordance with IRC section 416 and the
          regulations thereunder.  Deductible employee contributions will not be
          taken into account for purposes of computing the Top-Heavy Ratio.
          When aggregating plans, the value of account balances and accrued
          benefits will be calculated with reference to the Determination Dates
          that fall within the same calendar year.

          (d) "Permissive Aggregation Group" means the Required Aggregation
     Group of plans plus any other plan or plans of the Company or its
     Subsidiaries which, when considered with the Required Aggregation Group,
     would continue to satisfy the requirements of sections 401(a)(4) and 410 of
     the Code.

          (e) "Required Aggregation Group" means (i) each qualified plan of the
     Company and its Subsidiaries in which at least one Key Employee
     participates, and (ii) any other qualified plan of the Company and its
     Subsidiaries which enables a plan described in (1) to meet the requirements
     of sections 401(a)(4) or 410 of the Code.

          (f) "Determination Date" means the last day of the preceding Plan
     Year.  For the first plan year of the plan, the last day of that year.

                                      31

<PAGE>
 
          (g) "Valuation Date" means the date as of which account balances or
     accrued benefits are valued for purposes of calculating the Top-Heavy
     Ratio, which shall be December 31 of each year.

          (h) "Present Value of Accrued Benefit." In the case of a defined
     benefit plan, a Participant's Present Value of Accrued Benefit shall be as
     determined under the provisions of the applicable defined benefit plan.

     3.   For each Plan Year that the Plan is Top-Heavy, the sum of all Company
Contributions and Forfeitures credited to the account of each Member, who is not
a Key Employee, shall equal the greater of: (a) the credit to each Member's
account under Sections IV, V and VII which would result but for the imposition
of the rules under this Section XIV or (b) three percent (3%) of each Member's
Compensation not in excess of $200,000.  However, if the sum of all Company
Contributions and Forfeitures credited to the account of each Member who is a
Key Employee is less than three percent (3%) of each Key Employee's Compensation
not in excess of $200,000, then the sum of the Company Contributions and
Forfeitures allocated to the account of each Member Key Employee under (b) above
shall not equal 3% but will equal the largest percentage credited to the account
of each Member who is a Key Employee.

          (a) For any Top-Heavy Plan Year, the minimum contributions set forth
     above shall be allocated to the accounts of all Members who are not Key
     Employees who are Members and who are employed by the Company on the last
     day of the Plan Year, including Eligible Employees who are Members who are
     not Key Employees and who declined to make Member Contributions to the
     Plan.

          (b) For purposes of determining the required percentage of Employer
     Contributions and Forfeitures to be credited to Member's accounts under
     Paragraph 3 above:

               (i)  The required credit shall be determined without regard to
          any contributions by the Company for Members under the Social Security
          Act;

              (ii)  The percentage credited to the Accounts of Members who are
          Key Employees shall be equal to the ratio of the sum of the Employer
          Contributions and Forfeitures credited to the Account of such Key
          Employee divided by Compensation for such Key Employee; and

             (iii)  "Compensation" shall mean Compensation as defined in IRC
          414(q)(7) but shall be limited to $200,000 in Top-Heavy Plan Year.

          (c) The minimum allocation required in Paragraph 3 (to the extent
     required to be nonforfeitable under section 416(b)) 

                                      32

<PAGE>
 
     may not be forfeited under IRC sections 411(a)(3)(B) or 411(a)(3)(D).

     4.   The required minimum account credits of Paragraph 3 above shall not
apply to any Member to the extent the Member is covered under any other plan or
plans of the Company or its Subsidiaries and those plans provide that the
minimum allocation or benefit requirements attributable to Top-Heavy plans, as
described in IRC section 416, will be met in the other plan or plans. Otherwise,
the credits provided in this Plan shall be available to offset minimum
contributions or benefits required to be provided in the other plan or plans.

     5.   For any Plan Year in which the Plan is Top-Heavy, only the first
$200,000 (or such larger amount as may be prescribed by the Secretary or his
delegate) of a Member's Compensation shall be taken into account for purposes of
determining Employer Contributions under the Plan.

     6.   If the Plan becomes Top-Heavy, a Member shall become vested in all
Company Contributions, and the earnings, gains and losses thereon, credited to
the Member's account, during the period described in subparagraph (a) below,
after the completion of three (3) years of Continuous Service.  Members shall at
all times be fully vested in all Member Contributions and the earnings, gains or
losses thereon.

          (a) The vesting provisions set forth in paragraph (6) above shall
     apply to all Company Contributions and earnings, profits and losses
     thereon, credited to a Member's account while the Plan is Top-Heavy and
     during the period of time before the Plan becomes Top-Heavy.  This vesting
     schedule shall not apply to the account of any Member who does not have an
     Hour of Service after the Plan becomes Top-Heavy.

          (b) If the Plan becomes Top-Heavy and subsequently ceases to be Top
     Heavy, the vesting provisions set forth in paragraph (6) of this Section
     shall automatically cease to apply, and the vesting rules set forth in
     Section VIII above shall automatically apply, with respect to all Company
     Contributions and earnings, profits and losses thereon, allocated to a
     Member's account for all Plan Years after the Plan Year with respect to
     which the Plan was last Top-Heavy. For purposes of this subparagraph (b),
     this change in vesting schedules shall only be valid to the extent that the
     conditions of Section 411(a)(10) of the Code are satisfied.

                                      33

<PAGE>
 
SECTION XV:  CUSTODY AND INVESTMENT OF MEMBERS' AND COMPANY
             CONTRIBUTIONS

     1.   Management and Control of Assets

     All Plan assets shall be held by a Trustee in trust pursuant to a trust
agreement between Lockheed Corporation and the Trustee; provided that insurance
contracts or policies issued by insurers (as defined by ERISA) in connection
with any Plan may, but are not required to be, held by the Trustee.  The trust
agreement shall provide, among other things, that all funds received by the
Trustee thereunder will be held, managed, invested and distributed by the
Trustee in accordance with the Plan. The authority to appoint and remove
Trustees, to receive their resignations, and to receive and approve their
accounts shall be vested in the Company. Appointment of a Trustee shall not be
effective until the appointee states his acceptance of appointment as Trustee.
The Trustee shall have exclusive authority and discretion to manage and control
the assets of the Plan, except to the extent that:

          (a) the Company shall direct the Trustee (i) to transfer assets to an
     insurer or insurers under insurance contracts and policies, (ii) to invest
     in fixed income securities, or in equity securities, or in both in such
     proportions as shall be directed, (iii) to invest in securities meeting
     quality and other standards established by the Company, (iv) to borrow
     money on behalf of the Trust, in which case the Trustee shall be subject to
     such direction; and

          (b) authority to manage, acquire, or dispose of assets of the Plan is
     delegated to one or more investment managers.

     2.   Transfer to Trustee

     Both Members' and Company contributions shall be transferred to the Trustee
for investment monthly or sooner if required by applicable law or regulations.
No income shall accrue to a Member's account on uninvested funds.

     3.   Purchase of Company Stock

     As soon as practicable after receipt of contributions applicable thereto
the Trustee shall regularly purchase Company Stock from time to time in the open
market in accordance with a non-discretionary purchasing program or shall
purchase authorized but unissued Company Stock from Lockheed Corporation or
Company Stock held in the treasury of Lockheed Corporation.  In the event that
authorized but unissued or treasury Company Stock is purchased by the Trustee,
the price per share shall be the average closing market price of the Company
Stock on the New York Stock Exchange over the five most recent days prior to
such purchase on which at least one sale took place.  Certificates representing
Company Stock will be held in the name of the Trustee or its nominees for the

                                      34

<PAGE>
 
account of the Members or Inactive Members until distributed, and the Trustee
shall in its discretion exercise or sell any rights for the purchase of any
additional shares of Company Stock or other securities which Lockheed
Corporation may offer to its stockholders, except as described in paragraph 13
below.

     The Trustee may hold in cash, and may temporarily invest in short-term
United States Government obligations or commercial paper, contributions
applicable to the purchase of Company Stock pending investment of such
contributions in Company Stock.

     4.   Purchase for Government Bonds Fund

     As soon as practicable after receipt of contributions applicable thereto,
the Trustee shall purchase Government Bonds from time to time in the open
market.

     5.   Purchase for Diversified Portfolio Fund

     As soon as practicable after receipt of contributions applicable thereto,
securities shall be purchased, as provided in the trust agreement, for the
Diversified Portfolio Fund.

     6.   Purchase for Fixed Income Fund

     As soon as practicable after receipt of contributions applicable thereto,
the Trustee shall deposit such contributions with the insurance company or
companies designated by the Company.

     7.   Investment of Income Received

     Dividends, interest and other distributions received by the Trustee in
respect of any fund shall be reinvested in that fund.

     8.   Voting of Company Stock

     Before each annual or special meeting of the share owners of Lockheed
Corporation, the Trustee shall furnish or cause to be furnished to each Member
or Inactive Member for whom a Company Stock account is maintained a copy of the
proxy solicitation material for such meeting, together with a request for the
Member's or Inactive Member's confidential instructions on how the Shares
credited to the Member's or Inactive Member's Company Stock account should be
voted.  Upon receipt of such instructions, the Trustee shall vote such Shares as
instructed. Any Shares held by the Trustee as to which it receives no voting
instructions shall be voted by the Trustee in its sole discretion.

     9.   Reports to Members

     Each Member and Inactive Member shall be furnished at least annually a
written statement setting forth the value in the Member's or Inactive Member's
accounts, the number of shares 

                                      35

<PAGE>
 
credited and the amounts contributed thereto by the Member or Inactive Member
and the Company.

     10.  Investment Managers

     The Company may appoint an investment manager or managers to manage
(including power to acquire and dispose of) any assets of the Plan and may
remove an investment manager so appointed.  Any investment manager appointed
must meet the requirements set forth in ERISA Section 3(38).  Appointment and
removal shall be made in an instrument signed on behalf of the Company.  No
appointment of an investment manager shall be effective until the appointee
shall have acknowledged in a signed instrument delivered to the Company that he
is a fiduciary for purposes of ERISA with respect to the Plan.

     11.  Investment in Deposits of Fiduciaries

     All or any part of the Plan's assets may be invested in deposits in a bank
or other similar financial Institution which is a fiduciary as defined by ERISA,
including, without limitation, any Trustee, if (a) such deposit bears a
reasonable rate of interest and (b) the bank or financial institution is
supervised by the United States or by a State.

     12.  Transactions with Common Trust Funds and Pooled Investment Funds
          Maintained by Parties-In-Interest

     The Plan may engage in transactions with a common or collective trust fund
or a pooled investment fund maintained by a party-in-interest, as defined by
ERISA, which is a bank or trust Company supervised by a State or Federal Agency
or with a pooled investment fund of an insurance company qualified to do
business in a State, If:

          (a) the transaction is a sale or purchase of an interest in the fund,
     and

          (b) the bank, trust company or insurance company receives not more
     than reasonable compensation.

     13.  Tenders or Offers of Purchase for Company Stock

     (a)  Applicability.  This paragraph 13 shall apply if an Offer is
received by the Trustee (including a tender or exchange offer within the meaning
of the Securities Exchange Act of 1934, as from time to time amended and in
effect) to acquire Shares of Company Stock held by the Trustee in the Trust,
whether or not allocated to the account of any Member, or to acquire any rights
relative to such Common Stock which by their terms are exercisable in the event
of an offer for a defined percentage of Common Stock (hereafter "Offer"). The
provisions of this paragraph, if inconsistent with any other Plan provisions,
shall take precedence with respect to
                                      36

<PAGE>
 
Shares sold, exchanged or transferred pursuant to an Offer and the proceeds
received by the Trustee therefrom. For purposes of this paragraph 13, the term
Member shall also include Inactive Member

     (b) Tenders and Withdrawal of Tenders of Shares of Company Stock.

          (i)    Shares of Company Stock Allocated to Member Accounts.  Each
     Member, or a representative properly designated by that Member or the
     Member's legal guardian (to the extent consistent with the terms of an
     Offer), shall be entitled to give directions to the Trustee to sell,
     exchange or transfer (referred to hereafter as "Tender") pursuant to an
     Offer any Shares allocated to that Member's account which may be Tendered.
     The Trustee may only Tender shares allocated to Member accounts to the
     extent that the Trustee is timely directed to do so in writing by such
     Member. To the extent not inconsistent with its fiduciary obligations under
     ERISA, the Trustee shall not Tender Shares for which it does not receive
     timely Member directions.

          (ii)   Unallocated Shares of Company Stock. The Trustee shall
     determine whether to Tender Shares (or withdraw from an Offer previously
     Tendered Shares) held in Trust which are not allocated to Member Accounts.

          (iii)  Withdrawal of Tendered Shares.  If under the terms of an Offer
     or otherwise, Shares which have been Tendered may be withdrawn, the Trustee
     shall follow such directions as shall be timely provided by Members
     regarding the withdrawal of such shares in the same manner as it would
     follow directions to Tender as described in (i) above.

     (c) Shares of Company Stock Allocated to Member Accounts Which May Be
Tendered.  Members may instruct the Trustee to Tender, or not Tender,any and all
Shares allocated to Members' accounts in the Company Stock Fund, subject to the
terms of the Tender Offer itself.  Shares which the Trustee tenders, pursuant to
a Member's directions, shall be sourced on a pro rata basis from among all
Shares allocated to such Member's account in the Plan.

     (d) Solicitation and Accumulation of Member Tender Directions.  Directions
shall be solicited and accumulated from Members regarding their decision to
tender or withdraw Shares subject to an Offer in accordance with the following:

          (i)    The Company and the Trustee shall not interfere in any manner
     with the decision of a Member to tender or withdraw Shares pursuant to such
     Offer (hereafter the "Investment Decision"). Communications to Members by
     the Offerer, the Company or other interested party or public communications
     directed generally to the owners of Company Stock which is the subject of
     an Offer shall not be deemed to be interference.

                                      37

<PAGE>
 
     But, no communication or action shall be permitted which would threaten or
     intimate any actions, which would violate section 510 of ERISA that would
     or might be taken with respect to any Member who does not make an
     Investment Decision in accord with the wishes of the Trustee, the Company
     or Offerer.

          (ii)   The Trustee shall take all actions necessary to ensure that all
     Investment Decisions are made confidentially and shall retain an unrelated
     third party to tabulate all Investment Decisions for timely communication
     to the Trustee. Information regarding any specific Member's Investment
     Decision shall be confidential and may not be released by the Trustee
     except as necessary to give effect to the Investment Decision.

          (iii)  The Trustee shall use its best efforts to communicate, or cause
     to be communicated, to Members the relevant provisions of the Trust
     Agreement regarding Member rights to make Investment Decisions, the
     obligation of the Trustee to follow Member directions and to tender shares.

          (iv)   The Trustee shall use its best efforts to distribute, or cause
     to be distributed, to Members information and communications in connection
     with the Offer which the Offerer or any other interested party (including
     the company) has distributed to shareholders of record generally.

          (v)    The Company (or the Offerer) shall prepare and distribute (or
     ensure preparation and distribution of) the materials described in (iii)
     and (iv) above and the Company shall perform the solicitation described in
     (d) above unless the Company directs the Trustee to distribute such
     materials or perform such solicitation.

     (e) Pro Rata Tender of Shares.  If an Offer is made for less than 100% of
all Shares held by the Trustee, then each Member may make an Investment Decision
for largest number of Shares possible under the provisions of the Offer.  The
number of shares which will be Tendered from any Member's account will be
determined in a non-discriminatory, pro rata fashion by the Company and the
Trustee consistent with the provisions of the Offer.

     (f) Operation of the Company Stock Fund During the Pendency of an Offer.

          (i)    All acquisitions by the Trustee of Shares under the Company
     Stock fund shall be suspended immediately following the public announcement
     by an Offerer of a Tender Offer, and shall not resume until the Offer
     Period(s) expires. The Offer Periods is that period during which an Offer
     (as described in (a) above) is outstanding and may be accepted or rejected
     or during which time an acceptance or rejection may be withdrawn. And for
     purposes of suspension of acquisition of Company

                                      38

<PAGE>
 
     Stock, the Offer Period shall include any additional period during which,
     in the Company's judgment, the Plan should not acquire Shares in order for
     the Plan or Company to comply with Federal Law or regulations governing
     such offers with respect to acquisition of Shares by affiliates of the 
     Company.

         (ii)  All Member and Company Contributions, loan repayments, proceeds
     from investment fund transfers, repayments of prior distributions and
     reinstated Company Contributions thereon, dividends and other distributions
     and any other amounts credited to the Company Stock Fund prior to receipt
     of an Offer and which had not been invested in Shares prior to receipt of
     the Offer as well as any such amounts received during the Offer Period
     shall be:

               (I) Held in the Company Stock Fund and invested in temporary
          investments as described in Section XV, paragraph 3, and

              (II) Allocated to Member accounts in accordance with Member
          contributions or, with respect to dividends or other investment
          returns, in proportion to the number of Shares credited to each
          Member's accounts prior to the receipt of the Offer or as is otherwise
          appropriate.

        (iii)  After the Offer Period expires, the amounts described in (ii)
     above shall be invested in Company Stock as would ordinarily occur under
     Sections VI and XV.  Except with respect to FITU Members, if no Shares are
     outstanding or reasonably available for purchase after the offer Period
     expires or the Tender Offer is completed, the amounts described in (ii)
     above shall be transferred to the Special Distribution Fund.

         (iv)  If a Member's Shares are being cashed out, or are to be cashed
     out, pursuant to a loan or investment fund transfer requested pursuant to
     Section VI prior to or during the Offer Period, than such Shares shall not
     be available for Tender.

     (g) Multiple Tender Offers.  If while an Offer is outstanding, the Trustee
receives another Offer with respect to Shares held in Trust, the Trustee shall
use its best efforts to obtain directions from Members (i) with respect to
Shares previously tendered under the first Offer whether to withdraw such shares
from Tender, if possible, and if withdrawn whether to Tender such Shares
pursuant to the second Offer and (ii) with respect to Shares not tendered under
the first Offer whether to Tender such Shares under the second Offer.  The
Trustee shall follow all directions received in a timely manner from Members in
the manner described in subparagraphs (a) through (e) above.

                                      39

<PAGE>
 
     (h) Disposition of Proceeds Received from Tender of Company Stock.

          (i)    Notwithstanding anything to the contrary in this Plan, except
     with respect to FITU Members, any proceeds received by the Trustee as the
     result of Tender of Company Stock pursuant to any Offer shall be deposited
     in the Special Distribution Fund.

          (ii)   Accounts will be established in that Fund for Members whose
     Shares were Tendered. Each Member's account in that Fund will then be
     credited with the proceeds received for shares Tendered and the proceeds
     will then be accounted for and invested as provided in Section VI, Section
     VII and Section II, paragraph 25.

          (iii)  The proceeds received may be reduced to pay for all reasonable
     administrative and other expenses incurred by the Trustee and Company in
     executing a Tender pursuant to this paragraph.

SECTION XVI: ADMINISTRATION

     1.  Operation and Administration of Plan

          (a) For purposes of ERISA and with respect to the Plan, the Company
     shall be the Plan Administrator, the Named Fiduciary to manage and control
     the operation and administration of the Plan, a Named Fiduciary with
     respect to control of the assets of the Plan for the sole purpose of
     appointing investment managers pursuant to Section XV, paragraph 10 and a
     Named Fiduciary to exercise the powers provided by Section XV, paragraph 1.
     The Company may designate any person or group of persons (including
     Directors, officers and employees of the Company and committees) to carry
     out any fiduciary or administrative responsibility within the scope of its
     authority under the Plan (other than trustee responsibility provided in the
     trust instrument of the Plan to manage or control Plan assets).  The
     Company may rescind any such designation made by it.  The Company's powers
     will include but shall not be limited to the following:

               (i) To make and enforce such rules as it deems necessary to
          properly administer the Plan;

              (ii) To interpret the Plan in all respects, its good faith
          interpretation to be final and conclusive on all persons claiming
          benefits under the Plan and on all persons administering the Plan or
          reviewing the Plan Administrator's decisions.  With respect to appeals
          as described in paragraph 3, the Committee or designate provided at
          paragraph 3 shall assume the Plan Administrator's position in this
          regard.

                                      40

<PAGE>
 
          (b) Whenever in the administration of the Plan, any discretionary
     action or interpretation of the Plan's provisions by the Administrator is
     required, the Administrator shall exercise its authority in a
     nondiscriminatory manner so that whenever possible all persons similarly
     situated will receive substantially the same treatment.  The
     Administrator's good faith discretionary actions and interpretations shall
     be final and conclusive on all persons claiming benefits under the Plan.

          (c) Responsibility for operation and administration of the Plan,
     except with respect to control, management and investment of the assets of
     the Plan and selection and retention of Investment Managers and Trustees,
     shall be delegated to the Company's Senior Vice President - Human Resources
     and such others to whom he delegates said responsibility.

     2.   Appointment of Advisers

     The Company or any person who has been designated to carry out any
fiduciary or administrative responsibility may employ one or more persons to
render advice with regard to any responsibility which the Company or such other
person has under the Plan and may remove any such adviser employed by it or by
him or his predecessor.

     3.   Benefit Claims

     The Company shall provide a procedure for the filing, determination, and
review of benefit claims under the Plan.  The Company shall review and make
decisions regarding denials of benefit claims under the Plan according to the
procedure thus established.

          (a) Any denial of a benefit claim or unfavorable resolution of dispute
     regarding eligibility for a benefit hereunder shall be communicated to the
     Member or Inactive Member in a writing which explains the reasons for the
     denial and refers to the portions of the above document on which the denial
     is based and reviews the appeals procedure.

          (b) Any Member or Inactive Member receiving such a denial may appeal
     such determination to the Plan Administrator or any group designated by the
     Plan Administrator to decide such appeals.

              (i) Unless otherwise provided by the Administrator, the Lockheed
          Corporation Savings Plan Committee shall rule in the place of the Plan
          Administrator upon all such appeals and the Committee's decision shall
          be the final decision of the Plan Administrator.


                                      41

<PAGE>
 
              (ii) All requests for appeal shall be made within 75 days after
          the Member or Inactive Member receives notice of denial of a claim
          (unless otherwise provided by the Plan Administrator) and shall be
          made in writing.

             (iii) The Appellant shall be entitled to review all documents
          relating to the appeal and to submit written comments or evidence in
          support.  Members and inactive Members shall not be entitled as a
          matter of right to a hearing.

              (iv) A decision will be provided to the Member or inactive Member
          within 60 days after the appeal is requested, unless the Plan
          Administrator requires additional time to investigate or respond to
          the appeal.

     4.   Multiple Fiduciary Capacities

     Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan (including service both as Trustee and
Administrator).

     5.   Employment of Certain Persons by Company

     Any fiduciary, as defined by ERISA, may also be an officer or other
employee of the Company.

     6.   Indemnification

     Each officer, director and employee of the Company who has been designated
to carry out any fiduciary or administrative responsibility shall be indemnified
by the Company against all expenses (including costs and attorneys' fees)
actually and necessarily incurred or paid by that person in connection with the
defense of any action, suit or proceeding in any wise relating to or arising
from the Plan to which that person may be made a party by reason of his being or
having been so designated or by reason of any action or omission or alleged
action or omission by that person in such capacity, and against any amount or
amounts which may be paid by that person (other than to the Company) in
reasonable settlement of such action, suit or proceeding, where it is in the
interest of the Company that such settlement be made.  In cases where such
action, suit or proceeding shall proceed to final adjudication such
indemnification shall not extend to matters as to which it shall be adjudged
that such officer, director or employee is liable for negligence or misconduct
in the performance of his duties as such.  The right of indemnification herein
provided shall not be exclusive of other rights to which any such officer,
director or employee may now or hereafter be entitled, shall continue as to a
person who has ceased to be so designated, and shall inure to the benefit of the
heirs, executors and administrators of such officer, director or employee.

                                      42

<PAGE>
 
SECTION XVII: GENERAL PROVISIONS

     1.   Administrative Costs

          (a) All expenses of administration of the Plan (including without
     limitation, fees and cost relating to investment management and advice,
     custodial, accounting and legal services, applicable taxes and any other
     costs and expenses incurred with respect to the Plan or its administration)
     may, at the discretion of the Company, be charged to and collected from the
     accounts of Members and Inactive Members upon such reasonable method of
     allocation as the Company may designate. In allocating any such expenses
     and charging and collecting the same from the accounts of Members and
     Inactive Members, the Company shall in all cases accord uniform,
     nondiscriminatory treatment to all Members and Inactive Members similarly
     situated. Any collection from a Member's account may be made at the option
     of the Company, by selling or liquidating any asset credited to such
     account or by collecting from any contributions, forfeitures or earnings to
     be credited to such account. Expenses of administration not charged against
     the accounts of Members and Inactive Members shall be paid by the Company.

          (b) All expenses incurred by the Plan or Plan Administrator in
     connection with the interpretation, execution or administration of any
     Qualified Domestic Relations Order which may affect the account balance of
     any Member or Inactive Member under this Plan may, at the discretion of the
     Plan Administrator, be charged to and collected from the accounts of such
     Members and Inactive Members or Alternate Payees or from the Member or
     Inactive Member and Alternate Payee themselves.

     2.   Assignment or Attachment

          (a) Except as otherwise provided by law, no right or interest of any
     Member or Inactive Member of the Plan or in any fund established thereunder
     shall be subject in any manner to anticipation, alienation, sale, transfer,
     assignment, pledge, encumbrance or charge and any attempt to so anticipate,
     alienate, sell, transfer, assign, pledge, encumber or charge the same shall
     be void; nor shall any such right or interest be in any manner liable for
     or subject to the debts, contracts, liabilities, engagements or torts of
     the person entitled thereto; and in the event that any Member or Inactive
     Member becomes bankrupt or attempts to anticipate, alienate, sell,
     transfer, assign, pledge, encumber or charge any right or interest in the
     Plan, except as specifically provided herein, then the Company to the
     extent permitted by law shall hold or apply the right or interest hereunder
     of such Member or Inactive Member to or for the benefit of such Member or

                                      43

<PAGE>
 
     Inactive Member, as the case may be, or the Member's or Inactive Member's
     spouse, children or other dependents or any of them.

          (b) This provision shall not apply to a "qualified domestic relations
     order" defined in Code Section 414(p), and ERISA section 206(d), and those
     other domestic relations orders permitted to be so treated by the Plan
     Administrator under the provisions of the Retirement Equity Act of 1984.
     The Administrator shall establish a written procedure to determine the
     qualified status of domestic relations orders and to administer
     distributions under such qualified orders and is authorized to take such
     action as it deems necessary to properly administer distribution and other
     provisions of such Orders.

          (c) The Plan Administrator is authorized to distribute all or a
     portion of any vested account balance to any Alternate Payee, at the times
     provided under a qualified domestic relations order, notwithstanding the
     fact that distribution of such funds might not otherwise be available at
     that time to the Member or Inactive Member (or prior to the Member's or
     Inactive Member's termination).  The Plan Administrator shall not be
     required to create additional forms of distribution not otherwise existing
     under the Plan to satisfy such orders.

     3.   Proof of Compensation and Termination of Employment

     The records of the Company concerning compensation and date and
circumstances of termination of employment may be deemed conclusive by the Plan
Administrator, the Named Fiduciary or any person designated a fiduciary pursuant
to paragraph 1 of Section XVI, for purposes of the Plan.

     4.   Unclaimed Distributions

     If, within five years after any distribution becomes due to a Member or
Inactive Member, the same shall not have been claimed, provided due and proper
care shall have been exercised by the Trustee and the Company in attempting to
make such distribution, the amount thereof shall be used to reduce Company
contributions. Should a Member or Inactive Member or Alternate Payee
subsequently make proper claim for such amount, it will be paid to the Trust by
the Company and distributed in accordance with the terms of the Plan.

     5.   No Right to Employment

     Neither the act of establishing the Plan nor any action taken under the
provisions hereof, nor any provision of the Plan, shall be construed as giving
any Eligible Employee or Member or Inactive Member the right to be retained in
the employ of the Company, or except as specifically provided herein, any claim
against the Company or the assets of any fund maintained under the Plan, in the

                                      44

<PAGE>
 
event of the Member's or Inactive Member's discharge from the employ of the
Company.

     6.   Transfers of Groups of Members to Another Employer

     If the employment of a group of Members is terminated as a result of the
transfer of a part of the business of the Company to another corporation
(whether or not affiliated with Lockheed Corporation) or as a result of the
merger of any Subsidiary into such another corporation and such Members or
Inactive Members become employees of such other corporation, the Company may
deter mine the entire value of the accounts of each such Member and Inactive
Member (including Non-Vested Amounts and Shares) at the date of such transfer or
merger and amounts equal in value thereto (in cash or in kind or both) may be
vested in each such Member and Inactive Member and may be transferred at the
value thereof at the date of such transfer as a vested benefit of each such
Member and Inactive Member to the trustee of an employee benefit plan meeting
the requirements of Section 401(a) of the Internal Revenue Code (or any
successor statutory provision) with respect to which such other corporation is
an employer. Notwithstanding the foregoing, this Plan shall not be merged into
or consolidated with any other plan, nor shall any of its assets or liabilities
be transferred to any other plan, unless each Member and Inactive Member in this
Plan, or only those Members or Inactive Members affected if the transfer is not
a complete merger or consolidation of this Plan, would (if such other Plan then
terminated) receive a benefit immediately after the merger, consolidation, or
transfer which is equal to or greater than the benefit such Member and Inactive
Member would have been entitled to receive immediately before the merger,
consolidation, or transfer (if this Plan had been terminated). Any such transfer
having been made, the Trustee and the Company shall be discharged from all
further liability under the Plan to, or in respect of, such Member.

     7.   Transfer of Member to Ineligible Status

     A Member shall become an Inactive Member if a Member shall cease to be an
Eligible Employee while employment with the Company continues.  The Member's
account shall remain in the Plan subject to withdrawal and distribution as
previously provided.  If a Member's employment with the Affiliated Group shall
terminate after he shall have ceased to be an Eligible Employee, the entire
balance of the Member's accounts shall be payable to him or his Beneficiary in
accordance with of Section X of the Plan.  In the case of a Member who shall
cease to be an Eligible Employee while the Member's employment with the
Affiliated Group continues, the Member's payroll deduction authorization shall
be suspended as of the end of the last payroll period during which the Member
was an Eligible Employee; the Member shall, however, continue to have the right
to make withdrawals under paragraph 1 of Section IX of the Plan, and if the
Member shall subsequently return to the status of an Eligible Employee his last
effective payroll deduction shall be 

                                      45

<PAGE>
 
reinstated as soon as practicable following the date of the Member's return to
such status. No period during which a Member's payroll deduction authorization
shall be suspended pursuant to this paragraph shall be deemed to constitute a
period of suspension for purposes of paragraph 2 of Section IV of the Plan.

     8.   Amendments

     The Chairman of Lockheed Corporation shall have the authority at any time
and from time to time to modify or amend, in whole or in part, any or all of the
provisions of the Plan, provided that no modification or amendment shall be made
which shall affect adversely any right or obligation of any Member or Inactive
Member with respect to contributions theretofore made or which shall make it
possible for any funds paid to the Trustee to revert to the Company.
Notwithstanding the foregoing, any modification or amendment of the Plan may be
made, retroactively if necessary, which said Chairman deems necessary, proper or
advisable in his discretion to bring the Plan into conformity with any law or
governmental regulation relating to plans or trusts of this character,
including, without limitation, requirements of ERISA, and including the
qualification of any trust created under the Plan as an exempt trust under the
Internal Revenue Code or any amendment thereof.

     9.   Termination or Permanent Discontinuance of Contributions

     The Board of Directors of Lockheed Corporation may terminate the Plan, in
whole or in part, or completely discontinue contributions hereunder for any
reason at any time. In case of a termination or partial termination of the Plan,
or a complete discontinuance of contributions hereunder, there shall
automatically vest in the Members and Inactive Members, or only those Members
and Inactive Members affected if there is not a complete termination of or a
complete discontinuance of contributions under the Plan, all rights to the then
undistributed Company contributions credited to their accounts.

     10.  Leave of Absence on Union Business

     Any employee who, in accordance with the provisions of a collective
bargaining agreement, shall be granted a leave of absence to conduct union
business, shall if otherwise an Eligible Employee be entitled to become a Member
or continue to be a Member during the period of such leave of absence so long as
(a) the Member shall pay to the Company for remittance to the Trustee the
contributions to the Plan required by Section IV, paragraph 1, at the times such
contributions would otherwise have been made by means of payroll deductions and
(b) the union shall simultaneously pay to the Company an amount equal to the
amount of the Company Contribution associated with each such contribution as
described in Section V, paragraphs 2 and 3, whichever is applicable and (c) such
actions are permitted by the IRC and other relevant law.

                                      46

<PAGE>
 
     11.  Governing Law

     This Plan shall be construed, interpreted and governed under and by the
laws of the State of New York.




                                      47



<PAGE>

                                                                     EXHIBIT 4-C
 
                                AMENDMENT 1995-I
                                       TO
                              LOCKHEED CORPORATION
                                HOURLY EMPLOYEES
                       SAVINGS AND STOCK INVESTMENT PLAN-
                        FORT WORTH AND ABILENE DIVISIONS
                                TRUST AGREEMENT
                       __________________________________


          Lockheed Corporation, a Delaware corporation and Bankers Trust
Company, incorporated under the laws of the United States of America, hereby
amend the Lockheed Corporation Hourly Employees Savings and Stock Investment
Plan - Fort Worth and Abilene Divisions Trust Agreement ("Trust Agreement"),
effective March 15, 1995, as follows:

          1.    Subsection (g) of the third paragraph of the Recitals is amended
to read as follows:

     "(g) To acquire and hold Common Stock of Lockheed Corporation (or, on and
          after March 15, 1995, Lockheed Martin Corporation) under the Plan;"

          2.    Each reference in the Trust Agreement to "Common Stock of the
Corporation" or "Corporation Common Stock" shall be revised to read "Common
Stock of the Corporation (or, on and after March 15, 1995, Lockheed Martin
Corporation)".

                                       1

<PAGE>
 
          3.    The second sentence of Paragraph C of Article FOURTH of the
Trust Agreement shall be revised to read as follows:

     "Such stock may be contributed by the Corporation (or Lockheed Martin
     Corporation) or acquired in the open market or from private sources other
     than officers or directors
 of the Corporation (or Lockheed Martin
     Corporation), or the Trustee shall purchase authorized but unissued shares
     of the Corporation (or Lockheed Martin Corporation) or shares held in the
     treasury of the Corporation (or Lockheed Martin Corporation), as the
     Corporation shall from time to time determine, provided that all shares of
     Common Stock so contributed ar acquired shall be registered with the
     Securities Exchange Commission pursuant to the Securities Act of 1933, as
     amended."

                                       2

<PAGE>
 
          IN WITNESS WHEREOF, Lockheed Corporation and Bankers Trust Company
have executed this Amendment 1995-I to the Lockheed Corporation Hourly Employees
Savings and Stock Investment Plan - Fort Worth and Abilene Divisions Trust
Agreement on this 8th day of March, 1995.

                               "Trustee"
LOCKHEED CORPORATION           BANKERS TRUST COMPANY


By: /s/ Carol R. Marshall      By: /s/ Nellie Myers
    -----------------------        --------------------------

Title: Secretary               Title: Vice President

                                      3 



<PAGE>
                                                                       EXHIBIT 5
 
           [LETTERHEAD OF LOCKHEED MARTIN CORPORATION APPEARS HERE]



                                March 15, 1995


Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817

          Re:  Lockheed Corporation Hourly Employees Savings and
               Stock Investment Plan - Fort Worth and Abilene
               Divisions (the "Plan")

Ladies and Gentlemen:

      I submit this opinion to you in connection with the filing with the 
Securities and Exchange Commission of a registration statement on Form S-8 (the 
"Registration Statement") on the date hereof. The Registration Statement 
registers shares of common stock ("Common Stock") of Lockheed Martin Corporation
(the "Corporation") for use in connection with the Plan. The Plan contemplates 
that Common Stock may be treasury or authorized but unissued shares or may be 
acquired in the open market. As 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 
purpose of this opinion.

      Based upon that examination and review, I advise you that in my opinion:

      (i)  the Corporation has been duly incorporated and is validly existing 
           under the laws of the State of Maryland; and

      (ii) to the
 extent that the operation of the Plan results in the issuance
           of Common Stock, such shares of Common Stock have been duly and
           validly authorized and, when issued in accordance with the terms set
           forth in the Registration Statement, will be legally issued, fully
           paid and nonassessable.

      I hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to my opinion in the Registration 
Statement.

                                           Very truly yours,

                                           /s/ Stephen M. Piper

                                           Stephen M. Piper
                                           Assistant General Counsel
                                           Lockheed Martin Corporation




<PAGE>
 
                                                                    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
Corporation Hourly Employees Savings and Stock Investment Plan - Fort Worth and
Abilene Divisions of: (a) our report dated January 20, 1995, with respect to the
consolidated financial statements of Martin Marietta Corporation and
subsidiaries for the year ended December 31, 1994, included in its Current
Report (Form 8-K), dated February 17, 1995, and (b) our report dated November 1,
1994, with respect to the consolidated balance sheet of Lockheed Martin
Corporation as of October 31, 1994, included in its Registration Statement 
(Form S-4 No. 33-57645), dated February 9, 1995, both filed with the Securities
and Exchange Commission.


                                                 ERNST & YOUNG LLP


Washington, D.C.
March 13, 1995
 






<PAGE>
 
 
                                                                    EXHIBIT 23-B


              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
Corporation Hourly Employees Savings and Stock Investment Plan - Fort Worth and
Abilene Divisions of: (a) our report dated January 31, 1995, with respect to the
consolidated financial statements of Lockheed Corporation for the year ended
December 25, 1994, included in its Current Report (Form 8-K), dated February 21,
1995, and (b) our report dated June 10, 1994, with respect to the financial
statements and schedules of the Lockheed Corporation Hourly Employees Savings
and Stock Investment Plan - Fort Worth and Abilene Divisions included in its
Annual Report (Form 11-K) for the year ended December 26, 1993, both filed with
the Securities and Exchange Commission.

                                                               ERNST & YOUNG LLP

Los Angeles, California
March 13, 1995






<PAGE>
 
 
                                                                    EXHIBIT 23-C

             CONSENT OF KPMG PEAT MARWICK LLP INDEPENDENT AUDITORS


The Board of Directors
General Electric Company:
The Board of Directors
Martin Marietta Corporation:

       We consent to the incorporation by reference in this Registration 
Statement on Form S-8 of Lockheed Martin Corporation of our report, dated 
February 3, 1993, relating to the consolidated financial statements of GE 
Aerospace Businesses as of December 31, 1992 and 1991 and for each of the years 
in the two-year period ended December 31, 1992, which report is incorporated by 
reference in the December 31, 1993 annual report on Form 10-K of Martin Marietta
Corporation, which is incorporated herein by reference.


Harrisburg, Pennsylvania
March 13, 1995







<PAGE>
 

                                                                    EXHIBIT 23-D
 
                        CONSENT OF ARTHUR ANDERSEN LLP
                        INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement on Form S-8 of our report dated January
20, 1994 on our audits of the combined financial statements of the General 
Dynamics Space Systems Group as of December 31, 1993 and 1992 and for each of 
the three years in the period ended December 31, 1993 included in the Martin 
Marietta Corporation's Form 8-K dated May 13, 1994, which is incorporated by 
reference into the Lockheed Martin Corporation registration statement on Form 
S-4 dated February 9, 1995.


                                                 ARTHUR ANDERSEN LLP


San Diego, California
March 13, 1995