As filed with the Securities and Exchange Commission on May 16, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1893632
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address of principal executive offices)
--------------------
Lockheed Martin Corporation
Directors Deferred Compensation Plan
(Full title of the plan)
--------------------
Stephen M. Piper, Esquire
Associate General Counsel and
Assistant Secretary
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to offering aggregate Amount of
be price offering registration
to be registered registered per share price(1) fee
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Deferred Compensation
Payment Obligations
(2)(3) $9,137,500 100% $9,137,500 $2,770
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(1) Estimated solely for the purposes of determining the registration fee.
(2) The Deferred Compensation Payment Obligations are unsecured obligations of
Lockheed Martin Corporation to pay deferred compensation in the future in
accordance with the terms of the Lockheed Martin Corporation Supplemental
Savings Plan (the "Plan").
(3) Participants in the Plan may elect to have compensation deferred treated as
if such amount had been used to purchase Lockheed Martin Corporation Common
Stock. For purposes of this Registration Statement, this investment option
is referred to as Stock Units. The Stock Units will accrue earnings (or
losses) on Deferred Compensation Payment Obligations based on the
performance of Lockheed Martin Corporation Common Stock. No additional
consideration will be paid for the Stock Units.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to directors eligible to participate in the Lockheed Martin
Corporation Directors Deferred Compensation Plan as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents (or portions thereof) filed by the Registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the Commission on March 14, 1997;
(b) The description of the Registrant's Common Stock contained in the
Registration Statement in Form 8-B/A filed with the Commission on March 9, 1995;
and
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 filed with the Commission on May 9, 1997.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
-------------------------
Deferred Compensation Payment Obligations
Under the Lockheed Martin Directors Deferred Compensation Plan (the
"Plan"), Lockheed Martin Corporation (the "Registrant") will provide non-
employee directors the opportunity to defer a specified portion of their fees
payable for services as a director. The obligation of the Registrant to
distribute the
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compensation deferred, as adjusted by earnings or losses, if any, (the "Deferred
Compensation Payment Obligation") will be an unsecured general obligation of the
Registrant to pay the deferred compensation in the future in accordance with the
terms of the Plan, and will rank pari passu with other unsecured general
obligations of the Registrant. Distribution will be in cash.
Stock Units
Under the Plan, participants may elect to invest deferred compensation in
a manner such that the amount deferred will be treated as if that amount had
been used to purchase shares of the Registrant's Common Stock. This is,
however, only a bookkeeping entry and not an actual purchase of the Registrant's
Common Stock. For purposes of this Registration Statement, these investments
are referred to as "Stock Units." The value of Stock Units will fluctuate based
on changes in the value of Lockheed Martin Corporation Common Stock. To the
extent that dividends are paid on Lockheed Martin Corporation Common Stock, a
like amount will be added to the participant's account and reinvested in Stock
Units. This right to accrue earnings (or losses) based on the fluctuations in
the value of Lockheed Martin Corporation Common Stock may be deemed to be a
"security" under the Securities Act and, as such, is being registered on this
Registration Statement on Form S-8.
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
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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 or officer 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 or officer 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 or officer actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director or officer 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 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.
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5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young LLP.
-3-
23-B. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).
24. Powers of Attorney.
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
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relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland on the date indicated
below.
LOCKHEED MARTIN CORPORATION
Date: May 16, 1997 By:/s/ Stephen M. Piper
-----------------------------
Stephen M. Piper
Associate General Counsel
and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
-------------------- ---------------- -----------------
/s/ Norman R. Augustine Chief Executive February 27, 1997
-------------------------- Officer and
Norman R. Augustine* Director
/s/ Marcus C. Bennett Chief Financial February 27, 1997
-------------------------- Officer and
Marcus C. Bennett* Director
/s/ Robert E. Rulon Chief Accounting February 27, 1997
-------------------------- Officer
Robert E. Rulon*
/s/ Lynn V. Cheney Director February 27, 1997
--------------------------
Lynn V. Cheney*
/s/ Vance D. Coffman Director February 27, 1997
--------------------------
Vance D. Coffman*
/s/ Houston I. Flournoy Director February 27, 1997
--------------------------
Houston I. Flournoy*
/s/ James F. Gibbons Director February 27, 1997
--------------------------
James F. Gibbons*
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Signature Title Date
--------- ----- ----
/s/ Edward E. Hood, Jr. Director February 27, 1997
-----------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director February 27, 1997
-----------------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director February 27, 1997
-----------------------
Gwendolyn S. King*
/s/ Vincent N. Marafino Director February 27, 1997
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Vincent N. Marafino*
/s/ Eugene F. Murphy Director February 27, 1997
-----------------------
Eugene F. Murphy*
/s/ Allen E. Murray Director February 27, 1997
-----------------------
Allen E. Murray*
/s/ Frank Savage Director February 27, 1997
-----------------------
Frank Savage*
/s/ Daniel M. Tellep Director February 27, 1997
-----------------------
Daniel M. Tellep*
/s/ Carlisle A.H. Trost Director February 27, 1997
-----------------------
Carlisle A.H. Trost*
/s/ James R. Ukropina Director February 27, 1997
-----------------------
James R. Ukropina*
/s/ Douglas C. Yearley Director February 27, 1997
-----------------------
Douglas C. Yearley*
*By:/s/ Stephen M. Piper May 16, 1997
--------------------
(Stephen M. Piper, Attorney-in-fact**)
---------------------
**By authority of Powers of Attorney filed with this Registration
Statement on Form S-8.
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EXHIBIT INDEX
Exhibit Page
Number Description No.
------ ----------- ----
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Stephen M. Piper, Esquire
(contained in Exhibit 5 hereof).
24. Powers of Attorney.
Exhibit 5
---------
May 16, 1997
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Lockheed Martin Corporation - Directors Deferred Compensation 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 $9,137,500 in Deferred Compensation Payment Obligations of Lockheed
Martin Corporation (the "Corporation") as well as an indeterminate amount of
related Stock Units for use in connection with the Lockheed Martin Corporation
Directors Deferred Compensation Plan (the "Plan). Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the
Registration Statement.
As Associate General Counsel of the Corporation, I have examined such
corporate records, certificates and other documents and have reviewed such
questions of law as I deemed necessary or appropriate for the purpose of this
opinion. Based upon that examination and review, I advise you that in my
opinion:
(i) the Corporation has been duly incorporated, is validly existing and is in
good standing under the laws of the State of Maryland; and
(ii) to the extent that the operation of the Plan results in the issuance of
Deferred Compensation Payment Obligations or related Stock Units of the
Corporation, such Deferred Compensation Obligations and Stock Units have been
duly and validly authorized and, when issued in accordance with the terms set
forth in the Registration Statement, will be legally issued and will be binding
obligations of the Corporation.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement. In giving my consent I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Stephen M. Piper
Stephen M. Piper
Associate General Counsel
Lockheed Martin Corporation
cc: Frank H. Menaker, Jr.
Exhibit 23.A
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin Corporation's
Registration Statement (Form S-8) pertaining to the Lockheed Martin Corporation
Directors Deferred Compensation Plan of our report dated January 20, 1997
(except for Note 3, as to which the date is February 3, 1997), with respect to
the consolidated financial statements of Lockheed Martin Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securitites and Exchange Commission.
/s/ ERNST & YOUNG LLP
Washington, DC
May 15, 1997
EXHIBIT 24
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Norman R. Augustine
- ----------------------------------- February 27, 1997
Norman R. Augustine
Chief Executive Officer and Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Marcus C. Bennett
- ----------------------------------- February 27, 1997
Marcus C. Bennett
Executive Vice President, Chief Financial Officer and Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Robert E. Rulon
- ----------------------------------- February 27, 1997
Robert E. Rulon
Chief Accounting Officer
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Lynne V. Cheney
- ----------------------------------- February 27, 1997
Lynne V. Cheney
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Vance D. Coffman
- ----------------------------------- February 27, 1997
Vance D. Coffman
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Houston I. Flournoy
- ----------------------------------- February 27, 1997
Houston I. Flournoy
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ James F. Gibbons
- ----------------------------------- February 27, 1997
James F. Gibbons
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Edward E. Hood, Jr.
- ----------------------------------- February 27, 1997
Edward E. Hood, Jr.
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Caleb B. Hurtt
- ----------------------------------- February 27, 1997
Caleb B. Hurtt
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Gwendolyn S. King
- ----------------------------------- February 27, 1997
Gwendolyn S. King
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Vincent N. Marafino
- ----------------------------------- February 27, 1997
Vincent N. Marafino
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Eugene F. Murphy
- ----------------------------------- February 27, 1997
Eugene F. Murphy
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Allen E. Murray
- ----------------------------------- February 27, 1997
Allen E. Murray
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Frank Savage
- ----------------------------------- February 27, 1997
Frank Savage
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Daniel M. Tellep
- ----------------------------------- February 27, 1997
Daniel M. Tellep
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Carlisle A. H. Trost
- ----------------------------------- February 27, 1997
Carlisle A. H. Trost
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ James R. Ukropina
- ----------------------------------- February 27, 1997
James R. Ukropina
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities with a value derived from the value of the common stock of Lockheed
Martin Corporation ("Lockheed Martin") for use in connection with the Lockheed
Martin Corporation Directors Deferred Compensation Plan (the "Plan"), together
with associated interests in the Plan, and amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Douglas C. Yearley
- ----------------------------------- February 27, 1997
Douglas C. Yearley
Director
