As filed with the Securities and Exchange Commission on March 12, 2001 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ LOCKHEED MARTIN CORPORATION (Exact Name of Registrant as Specified in Its Charter) _______________ Maryland (State or Other Jurisdiction of Incorporation or Organization) _______________ 52-1893632 (I.R.S. Employer Identification No.) 6801 Rockledge Drive Bethesda, Maryland 20817 (Address of Principal Executive Offices) _______________ Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan (Full Title of the Plan) Marian S. Block, Esquire Vice President and Associate General Counsel Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 (Name and Address of Agent For Service) (301) 897-6000 (Telephone Number, Including Area Code, of Agent For Service) _______________ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Proposed Maximum Proposed Maximum Amount Of Title Of Securities To Maximum Amount To Be Offering Price Aggregate Registration Be Registered Registered Per Share Offering Price Fee - ------------------------------------------------------------------------------------------------------------------ Supplemental Savings Incentive $2,000,000 100% $2,000,000 $500 Plan Payment Obligations(1)(2) - ------------------------------------------------------------------------------------------------------------------ (1) The Supplemental Savings Incentive Plan Payment Obligations are unsecured obligations of Lockheed Martin Corporation (the "Registrant") to pay deferred compensation in the future in accordance with the Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan (the "Plan"). (2) Participants of the Plan may elect to have deferred compensation treated as if such amount had been used to purchase the Registrant's Common Stock. For purposes of this Registration Statement, this investment option is referred to as Reference Units. The Reference Units will accrue earnings (or losses) on Supplemental Savings Incentive Plan Payment Obligations based on the performance of the Registrant's Common Stock. No additional consideration will be paid for the Reference Units.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 will be sent or given to employees eligible to participate in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). In accordance with the instructions of Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference 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 filed with the Commission are incorporated herein by reference: . the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000; and . the description of Registrant's common stock, $1.00 par value per share, contained in Registrant's Registration Statement on Form 8-B, filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")(as amended on Form 8-B/A filed on March 9, 1995), and any amendment or report filed for the purpose of updating such description. In addition, any and all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the withdrawal (if any) of the Registration Statement shall, to the extent required by law, be deemed to be incorporated by reference into this Registration Statement and to be a part hereof. Item 4. Description of Securities.
Under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan (the "Plan"), the Registrant will provide certain employees who are prohibited by Internal Revenue Code rules from fully contributing to the Lockheed Martin Global Telecommunications Savings Incentive Plan (the "Savings Plan") due to limitations imposed by the Savings Plan with the opportunity to defer a specified portion of their compensation. The obligation of the Registrant to distribute the compensation deferred, as adjusted by earnings or losses, if any, (the "Supplemental Savings Plan Payment Obligations") 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. Under the Plan, participants may elect to invest deferred compensation in a manner such that the amount deferred will be treated as if such 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 "Reference Units." The value of Reference Units will fluctuate based on changes in the value of the Registrant's Common Stock. To the extent that dividends are paid on the Registrant's Common Stock, a like amount will be added to a participant's account and reinvested in Reference Units. This right to accrue earnings (or losses) based on the fluctuations in the value of the Registrant's 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 registered and as to compliance with the requirements of ERISA (constituting Exhibit 5) have been rendered by counsel who is a full-time employee of the Registrant. Such counsel 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 2
personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director had reasonable cause to believe his or her act or omission was unlawful. In addition to the foregoing, a court of appropriate jurisdiction may, under certain circumstances, order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer has met the standards of conduct set forth in the preceding sentence or has been adjudged liable on the basis that a personal benefit was improperly received in a proceeding charging improper personal benefit to the director or officer. If the proceeding was an action by or in the right of the corporation or involved a determination that the director or officer received an improper personal benefit, however, no indemnification may be made if the individual is adjudged liable to the corporation, except to the extent of expenses approved by a court of competent jurisdiction. Article XI of the Charter of the Registrant limits the liability of directors and officers to the fullest extent permitted by the Maryland General Corporation Law. Article XI of the Charter of the Registrant also authorizes the Registrant to adopt bylaws or resolutions to provide for the indemnification of directors and officers. Article VI of the Bylaws 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. Exhibit Number Exhibit Description ------ ------------------- 5 Opinion of Marian S. Block, Esquire 23.1 Consent of Ernst & Young LLP 23.2 Consent of Marian S. Block, 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; (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 3
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 the 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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. 4
SIGNATURES Pursuant to the requirements of the Securities Act, the undersigned 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 City of Bethesda, State of Maryland, on this the 12th day of March, 2001. LOCKHEED MARTIN CORPORATION By: /s/ Marian S. Block ------------------------------------------- By: Marian S. Block Vice President and Associate General Counsel Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Vance D. Coffman Chairman and Chief Executive Officer March 12, 2001 - ------------------------------ and Director (Principal Executive Vance D. Coffman Officer) /s/ Christopher E. Kubasik Vice President and Chief Financial March 12, 2001 - ------------------------------ Officer, Acting Controller Christopher E. Kubasik (Principal Financial Officer and Chief Accounting Officer) This Registration Statement also has been signed on the date indicated by the following directors, who constitute a majority of the Board of Directors: Norman R. Augustine* Caleb B. Hurtt* Marcus C. Bennett* Gwendolyn S. King* Vance D. Coffman* Eugene F. Murphy* James F. Gibbons* Frank Savage* Edward E. Hood, Jr.* Robert J. Stevens* James R. Ukropina* Douglas C. Yearley* By: /s/ Marian S. Block ------------------------ *Marian S. Block March 12, 2001 (Attorney-in-fact**) ** By authority of Powers of Attorney filed with this Registration Statement on Form S-8. 5
EXHIBIT INDEX Exhibit Number Exhibit Description - ------ ------------------- 5 Opinion of Marian S. Block, Esquire 23.1 Consent of Ernst & Young LLP 23.2 Consent of Marian S. Block, Esquire (contained in Exhibit 5 hereof) 24 Powers of Attorney 6
Exhibit 5 [LETTERHEAD OF LOCKHEED MARTIN CORPORATION] March 12, 2001 Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 RE: Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan (the "Plan") Ladies and Gentlemen: I submit this opinion to you in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") on the date hereof. The Registration Statement registers (i) $2,000,000 of Supplemental Savings Incentive Plan Payment Obligations of Lockheed Martin Corporation (the "Corporation") under the Plan and (ii) the Reference Units for use in connection with the Plan. The Supplemental Savings Incentive Plan Payment Obligations are unsecured obligations of the Corporation to pay deferred compensation in the future in accordance with the terms of the Plan. The Reference Units represent the right of a participant in the Plan to have compensation deferred treated as if the amount deferred had been used to purchase Lockheed Martin Corporation Common Stock such that Reference Units will accrue earnings (or losses) on Supplemental Savings Incentive Plan Payment Obligations based on the performance of Lockheed Martin Corporation Common Stock. As Vice President and 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 on 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; (ii) when entered into or issued, as the case may be, in accordance with the provisions of the Plan, the Supplemental Savings Plan Payment Obligations and the Reference Units will be valid and binding obligations of the Corporation enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles; and
(iii) The Plan is by its terms intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees. To the extent that provisions of the Employee Retirement Income Security Act ("ERISA") apply to unfunded plans maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees, the Plan complies with the requirements of ERISA. 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/ Marian S. Block ------------------------- Marian S. Block Vice President and Associate General Counsel 2
Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan of our report dated January 22, 2001, with respect to the consolidated financial statements of Lockheed Martin Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. Washington, D.C. March 6, 2001
Exhibit 24 POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Norman R. Augustine January 25, 2001 - ----------------------- Norman R. Augustine Director
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Marcus C. Bennett January 25, 2001 - --------------------- Marcus C. Bennett Director 2
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Vance D. Coffman January 25, 2001 - -------------------- Vance D. Coffman Director 3
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ James F. Gibbons January 25, 2001 - -------------------- James F. Gibbons Director 4
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Edward E. Hood, Jr. January 25, 2001 - ----------------------- Edward E. Hood, Jr. Director 5
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Caleb B. Hurtt January 25, 2001 - ------------------ Caleb B. Hurtt Director 6
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Gwendolyn S. King January 25, 2001 - --------------------- Gwendolyn S. King Director 7
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Eugene F. Murphy January 25, 2001 - -------------------- Eugene F. Murphy Director 8
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Robert J. Stevens January 25, 2001 - --------------------- Robert J. Stevens Director 9
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Frank Savage January 25, 2001 - ---------------- Frank Savage Director 10
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ James R. Ukropina January 25, 2001 - --------------------- James R. Ukropina Director 11
POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and David A. Dedman, 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 registration (or removing from registration) under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Global Telecommunications Supplemental Savings Incentive 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 attorneys-in- fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Douglas C. Yearley January 25, 2001 - ---------------------- Douglas C. Yearley Director 12