<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)
____________________
Martin Marietta Corporation
Savings and Investment Plan for Hourly Employees
(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.. 96,756 $26.52 $2,565,969.12 $884.83
- ---------------------------------------------------------------------------------------------------
(*) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of plan
interests to be offered or sold pursuant to the plans 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.
- ---------------------------------------------------------------------------------------------------
</TABLE>
<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;
(c) Martin Marietta Corporation's Current Report o n 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) Martin Marietta Corporation Savings and Investment Plan for
Hourly Employees Annual Report on Form 11-K for the year ended December 31, 1993
filed with the Commission on June 29, 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. Martin Marietta Corporation Savings and Investment Plan for Hourly
Employees.
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 the Lockheed Martin Corporation Directors
Deferred Stock Plan filed by the Registrant with the Commission on
March 15, 1995 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.
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:
- 3 -
<PAGE>
(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.
(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
- 4 -
<PAGE>
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 County of Montgomery, State of Maryland.
Date: March 15, 1995 MARTIN MARIETTA CORPORATION
SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
By: /s/ Thomas F. Kinstle
-----------------
Thomas F. Kinstle
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/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*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/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*
</TABLE>
*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
<TABLE>
<CAPTION>
Exhibit Page
Number Description No.
------ ----------- ----
<S> <C> <C>
4. Martin Marietta Corporation Savings and
Investment Plan for Hourly Employees.
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 the Lockheed Martin Corporation Directors
Deferred Stock Plan filed by the Registrant
with the Commission on March 15, 1995 and
incorporated herein by reference).
</TABLE>
<PAGE>
EXHIBIT 4
November 14, 1994
MARTIN MARIETTA CORPORATION
---------------------------
SAVINGS AND INVESTMENT PLAN
---------------------------
for Hourly Employees of
Baltimore Aero & Naval Systems
Denver Astronautics
Orlando Electronics & Missiles
Michoud Manned Space Systems
represented by Locals No. 738, 766, 788 & 1921
of the United Automobile, Aerospace and Agricultural
Implement Workers of America
and
Other Hourly Groups to Whom Eligibility is Extended
Effective January 1, 1989, Except as Otherwise Provided
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
INTRODUCTION................................................................ 1
ARTICLE I - DEFINITIONS..................................................... 1
(1) ACCOUNT.................................................. 1
(2) BENEFICIARY.............................................. 1
(3) BOARD OF DIRECTORS....................................... 1
(4) CODA CONTRIBUTIONS....................................... 1
(5) CODE..................................................... 2
(6) CORPORATION.............................................. 2
(7) EARNINGS................................................. 2
(8) ELECTION DATE............................................ 2
(9) EMPLOYEE................................................. 2
(10) EMPLOYER................................................. 3
(11) EMPLOYING COMPANY........................................ 3
(12) EMPLOYMENT COMMENCEMENT DATE............................. 3
(13) ERISA.................................................... 3
(14) HIGHLY COMPENSATED EMPLOYEE.............................. 3
(15) HOURS OF SERVICE......................................... 4
(16) INVESTMENT FUNDS......................................... 5
(17) LIMITED PARTICIPANT...................................... 5
(18) PARTICIPANT.............................................. 5
(19) PLAN..................................................... 5
(20) PLAN ADMINISTRATOR....................................... 5
(21) PLAN YEAR................................................ 5
(22) REEMPLOYMENT COMMENCEMENT DATE .......................... 6
(23) RETIREMENT............................................... 6
(24) ROLLOVER ACCOUNT......................................... 6
(25) SPECIAL CONTRIBUTION..................................... 6
(26) SPECIAL PARTICIPANT...................................... 6
(27) SPOUSE................................................... 6
(28) SPOUSE'S CONSENT......................................... 7
(29) TRUST.................................................... 7
(30) TRUST FUND............................................... 7
(31) TRUSTEE.................................................. 7
(32) VALUATION DATE........................................... 7
(33) YEAR OF SERVICE.......................................... 8
ARTICLE II - EFFECTIVE DATE -- ELIGIBILITY AND PARTICIPATION................ 9
(1) EFFECTIVE DATE........................................... 9
(2) ELIGIBILITY AND
PARTICIPATION............................................ 9
ARTICLE III - CONTRIBUTIONS................................................. 11
(1) CONTRIBUTION ELECTIONS................................... 11
(2) MAXIMUM CODA CONTRIBUTIONS............................... 13
(3) LIMIT ON TOTAL CORPORATION CONTRIBUTIONS................. 14
(4) ROLLOVER CONTRIBUTIONS................................... 14
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(5) SPECIAL RULES APPLICABLE TO LOCAL 14450, UNITED
STEELWORKERS OF AMERICA.................................. 15
(a) General............................................ 15
(b) Definitions........................................ 16
(i) Bonus....................................... 16
(ii) Bonus Employee.............................. 16
(iii) Bonus Participant........................... 16
(iv) Bonus Election Date......................... 16
(c) Eligibility and Participation............... 16
(d) Contributions............................... 17
(e) Applicability of other Provisions........... 17
(6) PLAN TO PLAN TRANSFER.................................... 17
ARTICLE IV - WITHDRAWALS.................................................... 19
(1) REQUESTS FOR WITHDRAWALS................................. 19
(2) PROCEDURE FOR WITHDRAWAL................................. 21
(3) VALUATION PROCEDURES..................................... 21
ARTICLE V - SAVINGS AND INVESTMENT PLAN TRUST............................... 22
(1) CONTRIBUTIONS............................................ 22
(2) TRUST FUND............................................... 22
(3) PURCHASE OF MARTIN MARIETTA CORPORATION SHARES........... 23
(4) VOTING AND TENDERING SHARES OF MARTIN MARIETTA
CORPORATION.............................................. 23
(a) In General......................................... 23
----------
(b) Voting of Company Stock............................ 24
-----------------------
(c) Tender Offer....................................... 24
------------
(i) Applicability................................ 24
-------------
(ii) Instructions to Trustee...................... 24
-----------------------
(d) Confidentiality.................................... 25
---------------
(e) Distribution of Materials.......................... 25
-------------------------
(i) Voting....................................... 25
------
(ii) Tender Offer................................. 26
------------
(f) Procedures......................................... 26
----------
ARTICLE VI - ALLOCATIONS TO PARTICIPANTS.................................... 27
(1) PARTICIPANT ACCOUNTS..................................... 27
(i) Equity Fund ("Fund A")............................. 27
(ii) Fixed Income Fund ("Fund B")....................... 27
(iii) Martin Marietta Common Stock Fund ("Fund C")....... 27
(2) VALUATION OF ACCOUNTS.................................... 28
(3) MAXIMUM ADDITIONS........................................ 28
ARTICLE VII - ACCOUNT DISTRIBUTION.......................................... 35
(1) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
RETIREMENT, DISABILITY, DEATH, LAYOFF AND
TERMINATION.............................................. 35
(2) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
TRANSFERS OF EMPLOYMENT.................................. 35
(3) PAYMENT OF PARTICIPANT ACCOUNT........................... 36
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
(4) QUALIFIED DOMESTIC RELATIONS ORDERS...................... 37
(5) ADDITIONAL DISTRIBUTION RULES............................ 37
(a) Distributions of Small Amounts..................... 37
------------------------------
(b) Distribution Due Dates............................. 37
----------------------
(c) Minimum Distribution Requirements.................. 38
---------------------------------
(i) Commencement of benefit payments............. 38
--------------------------------
(ii) Death of the Participant..................... 38
------------------------
(d) Rollovers to Other Plans........................... 39
------------------------
ARTICLE VIII - ADMINISTRATION............................................... 42
(1) FIDUCIARIES.............................................. 42
(2) PLAN ADMINISTRATOR....................................... 42
(3) POWERS OF THE PLAN ADMINISTRATOR......................... 42
(4) UNIFORM ADMINISTRATION................................... 43
(5) CONCLUSIVENESS OF ACTION................................. 43
(6) EMPLOYMENT OF COUNSEL.................................... 43
(7) ALLOCATION OR DELEGATION OF RESPONSIBILITIES AND
DUTIES................................................... 43
(8) LIABILITY LIMITED........................................ 43
(9) INDEMNIFICATION AND INSURANCE............................ 44
ARTICLE IX - AMENDMENT, TERMINATION, MERGER, AND CONSOLIDATION.............. 45
(1) AMENDMENT OF PLAN........................................ 45
(2) TERMINATION OF PLAN...................................... 45
(3) MERGER, CONSOLIDATION, OR TRANSFER....................... 46
(4) LIMITATIONS ON AMENDMENT OR TERMINATION.................. 46
ARTICLE X - CLAIMS PROCEDURE................................................ 47
(1) CLAIMS FOR BENEFITS...................................... 47
(2) REVIEW OF CLAIM.......................................... 48
ARTICLE XI - MISCELLANEOUS.................................................. 49
(1) TOP HEAVY PROVISIONS..................................... 49
(2) PROHIBITION AGAINST ALIENATION........................... 51
(3) RELATIONSHIP BETWEEN EMPLOYING COMPANIES AND
EMPLOYEES................................................ 51
(4) PARTICIPANTS' BENEFITS LIMITED TO ASSETS................. 52
(5) TITLES AND HEADINGS...................................... 52
(6) GENDER AND NUMBER........................................ 52
(7) APPLICABLE LAW........................................... 52
(8) INABILITY TO LOCATE PAYEE................................ 52
(9) INCOMPETENCE OF PAYEE.................................... 53
(10) DEALING WITH THE TRUSTEE................................. 53
(11) RETURN OF CONTRIBUTIONS.................................. 53
(12) SEPARABILITY............................................. 54
</TABLE>
iii
<PAGE>
MARTIN MARIETTA CORPORATION
SAVINGS AND INVESTMENT PLAN FOR
HOURLY EMPLOYEES
INTRODUCTION
- ------------
Pursuant to the Labor agreement between Martin Marietta Corporation
and the United Automobile, Aerospace and Agricultural Implement Workers and its
Locals No. 738, 766, 788 and 1921 effective November 12, 1984, this plan was
established to provide an opportunity for eligible hourly paid employees to
participate in an individual Savings and Investment program providing tax
savings and retirement incentives. This plan may be extended to other hourly
employees at the discretion of the Corporation. The Plan was amended and
restated to comply with the Tax Reform Act of 1986, effective January 1, 1989,
or such later date as is applicable for a particular bargaining agreement as a
result of a change in the Code or regulations thereunder. The Plan was further
amended and restated on April 1, 1993. The Plan was again amended and restated
on November 14, 1994, effective January 1, 1989, or such later date as noted.
This Plan and the Trust created thereby are for the exclusive benefit
of participating employees and their beneficiaries. They are designed to comply
with the Employee Retirement Income Security Act of 1974 (ERISA), as amended,
and to qualify under Section 401(a) of the Internal Revenue Code of 1986, as a
profit sharing plan with a qualified cash or deferred arrangement as defined in
Section 401(k)(2) of the Code. No assets of the Trust shall be transferred to
the Corporation or Employing Companies.
<PAGE>
ARTICLE I - DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
following meanings:
(1) ACCOUNT:
The individual interest of a Participant in the Trust Fund as determined as
of each Valuation Date and reflected in the records maintained by the
record-keeper designated by the Corporation for this purpose.
(2) BENEFICIARY:
The person or persons designated by the Participant to receive any payment
from the Trust Fund after the death of a Participant. A designation of a
beneficiary other than the Participant's spouse will not be valid unless
accompanied by a Spouse's consent that complies with Article I(26). Such
person or persons shall be designated in writing on forms provided for this
purpose by the Plan Administrator and may be changed from time to time by
similar written notice to the Plan Administrator including a Spouse's
Consent, if applicable. In the absence of such a written designation, the
Beneficiaries shall be (i) the Participant's Spouse, or (ii) if there is no
Spouse surviving the Participant, the Participant's heirs, in such
proportions as they would inherit his or her estate in accordance with the
applicable laws of intestacy.
(3) BOARD OF DIRECTORS:
The Board of Directors of the Corporation.
(4) CODA CONTRIBUTIONS:
CODA Contributions are pre-tax contributions made under a "cash or
deferred" arrangement by the Corporation on a Participant's behalf pursuant
to an election by the Participant under which he agrees to have his
Earnings reduced by a specified percentage, and the Corporation agrees to
contribute an amount equal to such reduction to the Plan as CODA
Contributions. CODA Contributions are intended to constitute employer
contributions made on an elective basis under a qualified cash or deferred
arrangement within the meaning of Section 401(k)(2) of the Code.
<PAGE>
(5) CODE:
The Internal Revenue Code of 1986, as amended from time to time.
(6) CORPORATION:
Martin Marietta Corporation
(7) EARNINGS:
Base pay and premium pay for all hours worked and normal holiday and
vacation payments prior to reduction for CODA contributions under this Plan
or for pre-tax contributions under a plan established under Section 125 of
the Code, but exclusive of bonuses, pay in lieu of vacation, unused
Personal Absence Allowance, grievance adjustments, benefit plan payments,
expense reimbursements, or any other payment not resulting from actual
hours worked. Notwithstanding the foregoing, Earnings shall not include
any amount over $200,000, or, effective January 1, 1997, $150,000
(increased in accordance with Section 401(a)(17) and 415(d) of the Code.
(8) ELECTION DATE:
The first day of the first pay period beginning on or after January 1,
1989, and the first day of the first pay period beginning on or after each
January 1 or July 1, thereafter. In the case of a former Employee who
previously was eligible to become a Participant and who again becomes an
Employee, the term "Election Date" also includes the first day of the first
pay period following the date on which he or she again becomes an Employee.
An Employee transferred from other than hourly status or from hourly status
at a location not included in this Plan will have an initial "Election
Date" of the first day of the first pay period following his or her
transfer to an hourly unit included in this plan if he or she would have
otherwise been eligible.
(9) EMPLOYEE:
An hourly paid Employee who is subject to the terms of the "Agreement
between Martin Marietta Corporation and the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of America (UAW)
and its Locals No. 738, No. 766, No. 788 and No. 1921" which is effective
November 12, 1990 with respect to Locals 738, 788, and 766, and November
19, 1990 with respect to Local 1921 or is subject to the terms of the Labor
Agreement between
2
<PAGE>
Martin Marietta Magnesia Specialties Inc. Manistee, Michigan Plant and
United Steelworkers of America Local Union, 4450, effective January 1,
1992, and other hourly groups as designated from time to time. To the
extent required by Code Section 414(n), a "leased" worker shall be treated
as an Employee but shall not be eligible to participate in this Plan. To
the extent required by Code Section 414(o), individuals who are not
otherwise Employees shall be treated as Employees but shall not be eligible
to participate in this Plan.
(10) EMPLOYER:
An Employing Company and those employers required to be aggregated with any
Employing Company under Sections 414(b), (c), (m), or (o) of the Code.
(11) EMPLOYING COMPANY:
(a) The Corporation;
(b) A member of a controlled group of corporations, within the meaning of
Code Section 1563(a)(1), of which the Corporation is a common parent,
determined without regard to Section 1563(e)(3)(C); and which has
been designated as an Employing Company by the Board of Directors; or
(c) Any entity under common control, within the meaning of Code Section
414(c), with the Corporation and which has been designated as an
Employing Company by the Board of Directors.
(12) EMPLOYMENT COMMENCEMENT DATE:
The date for which an Employee is first credited with an Hour of Service.
(13) ERISA:
The Employee Retirement Income Security Act of 1974, Pub. L No. 93-406, 88
Stat. 829, as amended from time to time.
(14) HIGHLY COMPENSATED EMPLOYEE:
An Employee who is a highly compensated employee under Section 414(q) of
the Code.
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(15) HOURS OF SERVICE:
(a) Each hour for which an Employee is directly or indirectly paid or
entitled to payment by an Employing Company --
(i) for the performance of duties;
(ii) on account of a period of time during which no duties are
performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence; or
(iii) for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Corporation or which
constitutes a maternity or paternity absence as described in
Section 202(b)(5) of ERISA; provided, however, that no hour
shall be credited as an Hour of Service under more than one
of the preceding clauses.
(b) Notwithstanding anything to the contrary in the foregoing --
(i) not more than five hundred one (501) Hours of Service shall
be credited under subsection (a)(ii) or (a)(iii) to an
Employee on account of any single continuous period during
which the Employee performs no duties;
(ii) an hour for which an Employee is directly or indirectly paid
or entitled to payment on account of a period during which no
duties are performed shall not be credited to such Employee
if such payment is made or due under a plan maintained solely
for the purpose of complying with any applicable worker's
compensation, disability insurance or unemployment
compensation law; and
(iii) Hours of Service shall not be credited for a payment which
solely reimburses an Employee for medical or medically
related expenses incurred by the Employee.
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(c) The rules set forth in Sections 2530.200b-2(b) and -2(c) of the
Department of Labor Regulations with respect to determining Hours of
Service for reasons other than the performance of duties and for
crediting Hours of Service to computation periods are hereby
incorporated herein by reference.
(16) INVESTMENT FUNDS:
The separate funds described in Article VI, in which Participant's
contributions are invested.
(17) LIMITED PARTICIPANT:
An Employee who has either not met yet all the participation requirements
of the Plan or who has not made a contribution election as provided in
Article III, but who has transferred into the Trust Fund a Rollover
Contribution as provided in Article III. A Limited Participant shall be
deemed a Participant for purposes of Articles IV through XI.
(18) PARTICIPANT:
An Employee who has met all the requirements for participation in this Plan
and has made an election as provided in Article III; and who continues to
have rights or contingent rights to funds in the Plan.
(19) PLAN:
The Martin Marietta Corporation Savings and Investment Plan for Hourly
Employees of Baltimore Aero & Naval, Denver Astronautics, Orlando
Electronics and Missiles, Michoud Manned Space Systems and other designated
hourly groups; the terms of which are herein set forth.
(20) PLAN ADMINISTRATOR:
Martin Marietta Corporation or the person designated to act as Plan
Administrator by the Chief Financial Officer, Martin Marietta Corporation.
(21) PLAN YEAR:
The twelve-month period beginning each January 1 and ending on the next
following December 31.
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(22) REEMPLOYMENT COMMENCEMENT DATE:
The first date on which a former Employee, after having terminated service,
is again credited with an Hour of Service for the performance of duties.
(23) RETIREMENT:
Termination from employment with the Employer on or after the date on which
the Participant becomes eligible for retirement under the terms of an
applicable pension plan. An applicable pension plan means a qualified
pension plan maintained by an Employing Company providing retirement
benefits for employees. For those Participants who are not eligible for
retirement under the terms of an applicable pension plan, retirement shall
be deemed to occur on termination of employment if such Participant has
attained the age of 65.
(24) ROLLOVER ACCOUNT:
The portion of an Account reflecting Rollover Contributions made by the
Participant or a Limited Participant as provided in Article III(4), and as
adjusted each Valuation Date.
(25) SPECIAL CONTRIBUTION:
The property transferred to this Plan on behalf of a Participant or Special
Participant pursuant to Article III(6). For purposes of Articles IV
through XI, Special Contributions shall be deemed CODA Contributions, or
such other type of Contribution as the Plan Administrator deems
appropriate.
(26) SPECIAL PARTICIPANT:
Any participant or former participant of another plan on whose behalf
assets and/or liabilities have been transferred to this Plan pursuant to
Article III(6) and who is not otherwise eligible for participation in this
Plan under Article II(2). A Special Participant shall be deemed a
Participant for purposes of Articles IV through XI of this Plan.
(27) SPOUSE:
The lawful wife of a male Participant, or the lawful husband of a female
Participant, on the date of the Participant's death.
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(28) SPOUSE'S CONSENT:
A Spouse's consent to the Participant's designation of a Beneficiary other
than the Spouse which meets the requirements of this paragraph. It must be
in writing, it must acknowledge the effect of the selection of another
Beneficiary; and the Spouse's signature must be witnessed by a Plan
representative or notary public and acknowledged in writing on a form
distributed for such purpose by a Plan representative or notary public.
Notwithstanding this consent requirement, if the Participant establishes to
the satisfaction of a Plan representative that such written consent cannot
be obtained because:
(a) there is no Spouse;
(b) the Spouse cannot be located;
(c) or other circumstances as the Secretary of the Treasury may, by
regulations prescribe. The Participant's Beneficiary designation
will be considered valid. Any consent required under this provision
will be valid only with respect to the Spouse who signs the consent
and only with respect to the Beneficiary designated in that consent.
A Spouse's Consent may be revoked at any time and upon revocation,
the alternate Beneficiary designation shall become invalid.
(29) TRUST:
The Trust established to receive the contributions provided for in the
Plan.
(30) TRUST FUND:
The assets held in the Trust under the Plan.
(31) TRUSTEE:
The Trustee(s) of the Trust Fund(s) established pursuant to this Plan,
including any successor Trustee(s).
(32) VALUATION DATE:
The last business day of each calendar month.
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(33) YEAR OF SERVICE:
The completion of 1,000 hours of service within the 12-month period
beginning on an Employee's date of hire and each subsequent 12-month period
beginning on the anniversary of the Employee's date of hire.
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ARTICLE II - EFFECTIVE DATE -- ELIGIBILITY AND PARTICIPATION
(1) EFFECTIVE DATE:
The Plan, as stated herein, is effective for payroll periods beginning on
or after January 1, 1989, except where a later date is noted herein.
(2) ELIGIBILITY AND PARTICIPATION:
(a) An Employee is eligible to become a Participant on the Election Date
next following the expiration of the 12 month period immediately
following date of hire and each subsequent Election Date, except that
an Employee represented by the United Steelworkers of America, Local
No. 14450, is eligible to become a Participant on the Election Date
coinciding with or immediately following the later of (i) January 1,
1992, or (ii) the Employee's date of hire, and each Election Date
thereafter.
(b) A former Employee who previously met the requirements of section
(2)(a) of this article and again becomes an Employee shall be
eligible to participate in the Plan on the first Election Date
following the date on which he or she again becomes an Employee.
(c) Participation in the Plan is voluntary. Any Employee who is eligible
to be a Participant may become a Participant as of the date specified
in Article II(a) by completing and filing an application form
provided by the Plan Administrator for that purpose, which shall
include an agreement under which he or she elects CODA Contributions
and designates the investment option or options to receive his or her
CODA Contribution. By signing the form, an Employee agrees to be
bound by the terms and conditions of the Plan.
(d) A Limited Participant shall be eligible to participate in the Plan
for the purpose of making a Rollover Contribution as provided in
Article III(4) as of his Employment Commencement Date or his
Reemployment Commencement Date.
(e) A Special Participant shall be eligible to participate in the Plan
for purposes of the investment and distribution of the Account
established on his behalf as a result of the transfer
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of assets from another plan to this Plan pursuant to Article III(6).
10
<PAGE>
ARTICLE III - CONTRIBUTIONS
(1) CONTRIBUTION ELECTIONS:
(a) As required by Article II (5), an Employee must enter into an
agreement in a form acceptable to the Plan Administrator under which
he or she elects CODA Contributions in order to become a Participant.
The elected percentages must be in full multiples of 1% of Earnings
with a minimum contribution of 1% and a maximum contribution of the
highest full percentage increment permitted by either of the two
tests relating to contributions and participation contained in
Section 401(k)(3)(A) of the Code and Treas. Reg. 1.401(k)-1(b)(2) for
that Plan Year; but in no case can contributions exceed the lesser of
10% of Earnings or the limitation established pursuant to Section
402(g) of the Code ($7,000, adjusted annually to reflect increases in
the Consumer Price Index) for that Plan Year.
(b) A Participant's contribution election shall become effective as
follows:
(i) The contribution election of an Employee who has suspended
contributions under (e) below shall be effective on the
Election Date following submission of the contribution
election to the Plan Administrator, provided the contribution
election is submitted by the last day of May in the case of
the Election Date occurring in July, or the last day of
November in the case of the Election date occurring in
January.
(ii) The contribution election of an Employee who has suspended
contributions as a result of a hardship withdrawal under
Article IV(1) shall be effective on the Election Date
following submission of the contribution election to the Plan
Administrator, provided the contribution election is
submitted by the last day of May in the case of the Election
Date occurring in July, or the last day of November in the
case of the Election Date occurring in January; provided
further that the Participant's contributions shall have been
suspended for a period ending no earlier
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<PAGE>
than the second Election Date following the withdrawal.
(iii) The contribution election for any Employee who meets the
eligibility requirements of Article II (other than a
Participant described in subparagraphs (i) or (ii) above
shall be effective on the first day of the first payroll
period commencing in the month following submission of the
contribution election to the Plan Administrator.
(c) Subject to the limitations in Article III(1)(a), a Participant's
contribution election shall remain in effect until (i) the
Participant changes or suspends the election as provided in
subsections (c), and (d) of this Section, or (ii) the Participant
withdraws any amount pursuant to Article IV. If a Participant ceases
to be an Employee, his or her contribution election will be
terminated, and no further contributions will be made unless and
until he or she again becomes an Employee and a new election becomes
effective. In the event that a Participant's Earnings change, the
dollar amount of the Contributions shall thereafter be automatically
adjusted in accordance with the percentages set forth in the
contribution election in effect at the time the adjustment in
Earnings is made.
(d) A Participant may change the level of CODA Contributions effective as
of any Election Date if he or she gives the Plan Administrator or his
delegate written notice of such modification of his contribution
election by the last day of the second calendar month preceding such
Election Date. The notice shall be on a form designated by the Plan
Administrator for such purpose. A contribution election, as so
modified, shall thereafter remain in effect as provided in subsection
(b).
(e) A Participant may suspend CODA Contributions upon written notice to
the Plan Administrator or his or her delegate. The notice shall be
on a form designated by the Plan Administrator for such purpose.
Such suspension shall become effective within 30 days after receipt
of such written notification. A Participant may cause a resumption
of suspended contributions by entering into a new contribution
election in accordance with the requirements of subsection (a).
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<PAGE>
(f) Any CODA Contributions made pursuant to a Participant's contribution
election shall be paid into the Trust Fund for investment according to the
investment options selected by the Participant. Such contributions and earnings
thereon shall not be subject to forfeiture, but the value may vary in accordance
with the market value of the assets of the elected investment option.
(2) MAXIMUM CODA CONTRIBUTIONS:
(a) The Plan Administrator shall undertake to monitor the level of CODA
Contributions under the Plan in a manner that will enable affected
Participants to have advance notice, whenever practicable, as to what
level of CODA Contributions will be accepted consistent with the
limitations set forth above. Notwithstanding any other provisions of
this Article, the Plan Administrator shall reduce the elected
percentage of CODA Contributions if he determines in his sole
discretion that such reduction is necessary to assure compliance with
the limitations set forth above.
(b) If a Participant notifies the Plan Administrator in writing not later
than the first March 1 following the close of the Participant's
taxable year that the sum of all the elective deferrals made by the
Participant to all plans in which he participated in that taxable
year exceeded the limitation in Section 402(g) of the Code, then the
amount identified by the Participant as exceeding the limitation and
the allocable portion of the income earned on the excess deferral
during the Plan Year in which the Contribution was made shall be
distributed to the Participant. The Participant shall be deemed to
have notified the Plan Administrator of excess deferrals to the
extent the Participant's CODA Contributions under this Plan and any
other plans maintained by the Employer exceed the limitation in
Section 402(g) of the Code.
(c) If a Participant's elected percentage of CODA Contributions
nevertheless exceeds the percentage that is permissible under the
limitations set forth above, the Participant shall be deemed to have
elected that the required reduction shall instead be paid to him as
current compensation. For the purposes of this section, CODA
Contributions will be reduced for the Highly Compensated Employees
with the
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<PAGE>
highest percentage of CODA Contributions relative to the Employee's
compensation as necessary to bring such CODA Contributions into
compliance with such limitations. The amount of the reduction shall
be increased by the amount of any income (or decreased by the amount
of any loss) allocable to the Plan Year for which the CODA
Contribution was made. In determining whether the limitations set
forth above have been met, the Plan Administrator will use each
Participant's compensation (as defined in Section 414(s) of the Code)
for the portion of the Plan Year during which such individual was
eligible to be a Participant. Any reduction of an election of CODA
Contributions under this subsection shall be made on a reasonable and
nondiscriminatory basis. Nothing contained in this subsection shall
be interpreted to limit the Committee's right to reduce, curtail, or
make a distribution of any form of Contributions under the Plan in
order to satisfy the requirements of Article VI(3).
(3) LIMIT ON TOTAL CORPORATION CONTRIBUTIONS:
The total amount of CODA Contributions for a taxable year shall not be
greater than the maximum amount of contributions permitted by law as a tax
deductible expense to the Employing Companies for such taxable year under
Section 404 of the Code, or under any other applicable provisions of the
Code.
(4) ROLLOVER CONTRIBUTIONS:
(a) Subject to the approval of the Plan Administrator, a Participant or a
Limited Participant who:
(i) receives a distribution from an employee trust described in
Section 401(a) of the Code, which trust is exempt from tax
under Section 501(a) of the Code, or from an annuity plan
qualified under Section 403(a) of the Code, which
distribution represents the balance to his credit thereunder
and is (A) a distribution on account of a termination or a
complete discontinuance of contributions under a plan within
the meaning of Sections 402(a)(5)(D)(i)(I) and (a)(6)(A) of
the Code, or (B) a lump sum distribution within the meaning
of Section 402(e)(4)(A) of the Code (without reference to
subparagraphs (B) and (H) of subsection (e)(4)), and no
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<PAGE>
portion of which distribution is derived from participation
in his former plan as an employee within the meaning of
Section 401(c)(1) of the Code, or
(ii) has an individual retirement account, an individual
retirement annuity (other than an endowment contract), or a
retirement bond within the meaning of Section 408(a), Section
408(b) or Section 409(a) of the Code, respectively, the
assets of which are derived solely from a distribution
described in (i) above which was invested in such account,
annuity or bond within the 60 day period following the date
such distribution was made, may make a Rollover Contribution
into the Trust Fund.
A Rollover Contribution must be made in cash in an amount equal to or
less than the entire distribution in (i) less the amount of employee
contributions referred to in Section 402(a)(5)(D)(ii) of the Code, or
equal to or less than the full value of the account, annuity or bond
described in (ii), whichever is applicable. If a distribution
described in (i) above consists of property other than cash, which
has not been sold prior to the contribution to the Trust Fund, then
the maximum Rollover Contribution shall be further limited to the
cash portion of that distribution. Such Rollover Contribution may
not be made later than the 60th day after receipt of the distribution
described in (i) or the full value of the account, annuity or bond
described in (ii).
(b) A separate Rollover Account shall be established in the name of each
Limited Participant or Participant who makes a Rollover Contribution.
The Rollover Account shall immediately be 100% vested and
nonforfeitable. A Rollover Contribution may be withdrawn on account
of Hardship as described in Article IV or will otherwise be payable
in accordance with the provisions of Article VII.
(5) SPECIAL RULES APPLICABLE TO LOCAL 14450, UNITED STEELWORKERS OF AMERICA:
(a) General:
The provisions of this Article III(5) shall govern contributions made
with respect to an employee
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<PAGE>
represented by Local 14450 of the United Steelworkers of America
during the Plan year ending on December 31, 1991, notwithstanding any
other provisions of this Plan to the contrary. This Article III(5)
shall not be applicable to any contribution made on or after January
1, 1992.
(b) Definitions:
For the purpose of this Article III(5), the following terms shall
have the meaning set forth below:
(i) Bonus:
A payment made to a Bonus Employee in connection with the
ratification of the Agreement between Martin Marietta
Magnesia Specialties Inc. and the International Union, United
Steelworkers of America, and its Local 14450, effective March
4, 1991.
(ii) Bonus Employee:
An hourly paid employee subject to the Agreement between
Martin Marietta Magnesia Specialties Inc and the
International Union, United Steelworkers of America and its
Local 14450, effective March 4, 1991 and who is eligible for
a Bonus.
(iii) Bonus Participant:
A Bonus Employee who elects to have the Bonus to which he is
entitled contributed to the Plan as a Special Contribution.
(iv) Bonus Election Date:
The date on which a Bonus Employee may make an election for
all or a portion of the Bonus to which he is entitled to be
paid to the Plan as a special Contribution.
(c) Eligibility and Participation:
Any Bonus Employee will be eligible to become a Bonus Participant on
the Bonus Election Date.
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(d) Contributions:
A Bonus Employee may elect to have all or part of the Bonus to which
he is entitled contributed to the Plan. Such contributions are
intended to constitute employer contributions made on an elective
basis under a qualified cash or deferred arrangement within the
meaning of Section 401(k)(2) and shall be considered CODA
Contributions for all purposes under the Plan. No other CODA
Contributions may be elected by a Bonus Employee or made with respect
to a Bonus Employee unless the Employee meets the eligibility and
participation requirements of Article II and the contribution
election requirements of Articles II and III, and the Employing
Company has established reasonable payroll procedures for the
collection of CODA Contributions.
(e) Applicability of other Provisions:
A Bonus Participant will be considered a Participant and will have
all the rights of a Participant under the Plan, except such rights as
are provided to Participants in Article III(1) and V(1).
(6) PLAN TO PLAN TRANSFER:
(a) Subject to the approval and direction of the Administrative
Committee, the Trustee may accept as part of the Trust Fund, assets
and liabilities transferred from a plan qualified under Section
401(a) and a trust qualified under Section 501(a) of the Code that is
sponsored by an Employer or received as a result of a merger or
consolidation of such a plan into this Plan.
(b) If such property is allocable to current Participants in the Plan, it
shall be credited to Participants' Accounts in accordance with
applicable law, as directed by the Administrative Committee.
(c) If such property is allocable to Special Participants, it shall be
credited to accounts established for the Special Participants, as
directed by the Administrative Committee.
(d) In no event, however, shall any Participant or Special Participant
suffer the reduction or elimination of any optional form of benefit
offered
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under the plan from which Special Contributions allocable to him or
her were transferred. However, any such optional form shall apply
only to the Special Contributions and not to other Contributions made
under this Plan. Any Participant or Special Participant who is in
pay status at the time of the transfer shall remain in pay status
after the transfer.
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ARTICLE IV - WITHDRAWALS
(1) REQUESTS FOR WITHDRAWALS:
(a) A Participant may withdraw an amount from the portion of his Account
attributable to his Rollover Contributions and his CODA Contributions
on account of a Hardship. A Participant shall be deemed to have
incurred a Hardship only if he demonstrates to the satisfaction of
the Plan Administrator that the distribution is necessary on account
of an immediate and heavy financial need of the Participant and is
necessary to satisfy the need. The amount withdrawn may not exceed
the amount determined by the Plan Administrator to be required to
meet the immediate financial need and not reasonably available from
other resources of the Participant and in no event may it exceed the
Participant's total Rollover and CODA Contributions, reduced by any
previous distributions on account of Hardship and increased by any
income earned on CODA Contributions on or before December 31, 1988
and income allocated to Rollover Contributions. In determining the
existence of a Hardship and the amount required to be distributed to
meet the need created by the Hardship, the Plan Administrator shall
act in accordance with uniform and nondiscriminatory standards and on
the basis of such information and evidence as it shall reasonably
require from the Participant. Any withdrawal on account of hardship
shall be paid first from a Participant's Rollover Contributions,
second from income earned on CODA Contributions prior to December 31,
1988, and third from CODA Contributions.
(b) A request for a withdrawal will be considered to be on account of an
immediate and heavy financial need if the withdrawal is for
(i) unreimbursable expenses for medical care (as defined in
Section 213(d) of the Code) previously incurred by the
employee, the employee's spouse or any dependents of the
employee or necessary for these persons to obtain medical
care (as defined in Section 213(d) of the Code) in advance of
medical treatment;
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(ii) costs directly related to the purchase of a principal
residence for the employee (excluding mortgage payments);
(iii) payment of tuition and related educational fees for the next
12-months of post-secondary education for the employee, or
the employee's spouse, children or dependents;
(iv) payments necessary to prevent the eviction of the employee
from the employee's principal residence or foreclosure on the
mortgage on that residence; or
(v) other extraordinary and non-recurring events which in the
opinion of the Plan Administrator constitute a hardship
creating an immediate and heavy financial need.
(c) A withdrawal will generally be considered necessary to satisfy an
immediate and heavy financial need if:
(i) the distribution is not in excess of the amount of the
immediate and heavy financial need (including, to the extent
required by the Participant, any amounts necessary to pay any
income taxes or penalties reasonably anticipated to result
from the distribution);
(ii) the Employee has obtained all distributions other than
hardship distributions, and all nontaxable loans currently
available under all plans maintained by the Employer; and
(iii) the Participant submits a written representation that the
need cannot be satisfied through reimbursement or
compensation by insurance or otherwise, liquidation of the
employee's assets, cessation or CODA Contributions, other
distributions or loans from any Employer's plan, or by
borrowing from Commercial sources on reasonable commercial
terms.
(d) A Participant who withdraws any or all of the portion of his account
attributable to his CODA Contributions must suspend his election to
make any CODA Contributions to this Plan until the second Election
Date following such withdrawal as of which time he may resume making
CODA Contributions (or increase his
20
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CODA Contributions) by entering into a new agreement in accordance
with the requirements of Section (1) of Article III.
(2) PROCEDURE FOR WITHDRAWAL:
A Participant may withdraw amounts under this Article only upon written
request to the Plan Administrator. Withdrawals shall be distributed as
soon as practicable after receipt of the written notice or the
determination of a Hardship in accordance with the Plan's normal processing
standards.
(3) VALUATION PROCEDURES:
Each withdrawal shall be charged to the Participant's Account on the
valuation Date immediately preceding the date on which the distribution is
determined in accordance with Article VI(2). In the event that the portion
(CODA or Rollover) of the Participant's Account from which the withdrawal
is made is invested in more than one Investment Fund at the time of any
withdrawal, the amount withdrawn shall be charged to each Investment Fund
in proportion to the value of the investment of such portion of his Account
in such Fund on such Valuation Date.
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ARTICLE V - SAVINGS AND INVESTMENT PLAN TRUST
(1) CONTRIBUTIONS:
(a) All contributions under the Plan will be paid into a Trust Fund
established pursuant to an agreement between the Corporation and the
Trustee. Contributions will be transferred to the Trustee each
month, but in no case later than 30 days after the end of the Plan
Year.
(b) The Trust Fund will be held, invested, and disbursed by the Trustee
from time to time acting in accordance with the provisions of the
Plan and the Trust Agreement. The Trustee, at its discretion, will
also be entitled to vote all stock held in the Trust, other than
shares in the Martin Marietta Common Stock Fund which will be voted
in accordance with the provisions of Section (4). All benefits
payable under the Plan will be paid from the Trust Fund.
(2) TRUST FUND:
(a) The Corporation has established a Savings and Investment Plan Trust
Fund pursuant to a trust agreement between the Corporation and
Bankers Trust Company, Post Office Box 1855, Church Street Station,
New York, New York 10279.
(b) The Board of Directors may, at its discretion, from time to time
appoint an investment manager or managers or name a fiduciary to
direct the Trustee with respect to the investment of all or any part
of the Trust Fund. The Trust Fund is for the exclusive benefit of
Participants and their Beneficiaries and may also be used to pay any
reasonable expenses arising from the operation of the Plan, including
Trustee fees and expenses to the extent the latter are not paid
directly by the Corporation. In no event shall any part of the
corpus or income of the Trust Fund be used for, or diverted to, any
other purpose.
(c) No person shall have any interest in or right to the Trust Fund or
any part thereof, except as expressly provided in the Plan.
(d) No liability for payments under the Plan shall be imposed upon the
Plan Administrator, the Corporation,
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<PAGE>
the Employing Companies, or the officers, directors, employees or
stockholders of the Corporation or Employing Companies, except as,
and only to the extent, expressly provided by law and none of the
foregoing nor any fiduciary guarantees against investment loss or
asset depreciation.
(3) PURCHASE OF MARTIN MARIETTA CORPORATION SHARES:
(a) The Trustee shall purchase any Martin Marietta Corporation shares
required for the Plan, or cause such shares to be purchased, in the
open market or by private purchase, including purchase from the
Corporation. Any purchase from the Corporation shall be made at a
price equal to the closing price per share as reported for New York
Stock Exchange Composite Transactions on the date of purchase or, if
no sales were made on that date, at the closing price on the next
preceding day on which sales were made. All purchases by the Trustee
shall normally be made pursuant to a pre-existing, non-discretionary
purchase agreement between the Corporation and the Trustee.
(b) The Trustee may temporarily hold in cash, may deposit at reasonable
interest rates with banks and may invest in short-term cash
equivalents which are highly liquid and of high quality, funds
applicable to the purchase of Martin Marietta shares pending
investment of such contributions in such shares.
(4) VOTING AND TENDERING OF MARTIN MARIETTA CORPORATION SHARES:
(a) In General. Each Participant who has an account balance invested in
----------
the Martin Marietta Common Stock Fund, is for the purposes of Article
V(4), hereby designated a named fiduciary with respect to any
decision which under this Article V(4) is subject to Participant
direction. The Trustee shall respond to a tender offer or vote
shares of Martin Marietta Corporation Common Stock held in the Martin
Marietta Common Stock Fund as of the applicable record date through
proxy or consent, as the case may be, in each case in accordance with
the directions of Participants received either directly by the
Trustee or from a recordkeeping agent retained by the Trustee or the
Corporation (the "Tabulation Service") with respect to such votes and
tender offers.
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(b) Voting of Company Stock. Each Participant is entitled to direct the
-----------------------
Trustee as to the manner in which shares of Martin Marietta
Corporation Common Stock attributable to the investment of his
Account in the Martin Marietta Common Stock Fund are to be voted.
Upon receipt of such instructions, either directly or through a
Tabulation Service, the Trustee shall vote such shares as instructed.
Each Participant who issues timely and proper directions with respect
to the shares of Martin Marietta Corporation Common Stock
attributable to the investment of his Account in the Martin Marietta
Common Stock Fund shall be deemed to have issued timely and proper
directions with respect to a proportionate share of Martin Marietta
Corporation Common Stock held in the Martin Marietta Common Stock
Fund for which timely or proper directions were not received and the
Trustee shall vote shares of Martin Marietta Common Stock for which
the Trustee received no timely or proper voting instructions in the
same manner and in the same proportion, as the shares for which the
Trustee received timely and proper voting instructions are voted.
(c) Tender Offer:
------------
(i) Applicability. The provisions of this Article V(4)(c) shall
-------------
apply in the event any person, either alone or in conjunction
with others, makes a tender offer, exchange offer, or
otherwise offers to purchase or solicit an offer to sell to
such person one percent (1%) or more of the outstanding
shares of Martin Marietta Corporation Common Stock (either
singly in one offer or any offer which when combined with all
other offers made in the immediately preceding twelve (12)
months would exceed 1%) (herein referred to as a "tender
offer"). As to any such tender offer, each Participant shall
have the right to direct the Trustee as to the response to be
made with respect to the shares attributable to the
investment of his Account in the Martin Marietta Common Stock
Fund.
(ii) Instructions to Trustee. A Trustee may not take any action
-----------------------
in response to a tender offer except as otherwise provided in
this Article V(4)(c). Each Participant is entitled to direct
the Trustee either directly or through
24
<PAGE>
the Tabulation Service to sell, offer to sell, exchange or
otherwise dispose of the shares attributable to the
investment of his Account in the Martin Marietta Common Stock
Fund in accordance with the provisions, conditions and terms
of such tender offer and the provisions of this Article
V(4)(c) or to decline to sell, offer to sell, exchange or
otherwise dispose of such shares. The Trustee shall sell,
offer to sell, exchange or otherwise dispose of the shares
with respect to which it has received timely and valid
directions to do so under this Article V(4)(c). To the
extent to which Participants do not issue timely or valid
directions to the Trustee as to how to respond to the tender
offer with respect to shares attributable to investments in
the Martin Marietta Common Stock Fund, such individuals shall
be deemed to have directed the Trustee that such shares shall
remain invested in Martin Marietta Corporation Common Stock.
(d) Confidentiality. All instructions received by the Tabulation Service
---------------
and/or the Trustee from Participants regarding the voting or
responding to a tender offer under this Article V(4)(c) shall be
confidential and shall not be divulged to the Employer or to any
director, officer, employee or agent of the Employer, it being the
intent of this Article V(4) to ensure that the Employer (and its
directors, officers, employees and agents) cannot determine the
instructions given by any individual employee.
(e) Distribution of Materials:
-------------------------
(i) Voting - Before each annual or special meeting of
------
shareholders of the Corporation there shall be sent by the
Corporation to the Trustee a copy of the proxy solicitation
material for such meeting, together with a form requesting
instructions to the Trustee on how to vote the shares
attributable to such Participant's investment of his Account
in the Martin Marietta Common Stock Fund. Instructions to
the Trustee shall be in such form and pursuant to such
regulations as the Administrative Committee may prescribe.
The Trustee shall promptly distribute the proxy
25
<PAGE>
solicitation materials and the instruction form to each
Participant.
(ii) Tender Offer - With respect to any tender offer, the Trustee
------------
shall distribute any materials made available to it by the
person issuing the tender offer as well as any materials the
Corporation or the Plan Administrator considers appropriate
or helpful to Participants in responding to the tender offer
and a form requesting instructions to the Trustee as to how
to respond to the tender offer with respect to shares
attributable to each such Participant's investment of his
Account in the Martin Marietta Common Stock Fund.
(f) Procedures The Plan Administrator may from time to time develop
----------
additional procedures for the distribution of materials and the
collection and tabulation of Participant instructions by the Trustee.
26
<PAGE>
ARTICLE VI - ALLOCATIONS TO PARTICIPANTS
(1) PARTICIPANT ACCOUNTS:
(a) Upon certification that an Employee is a Participant, or a Limited
Participant, an Account shall be established in the name of such
Employee. The Plan Administrator shall keep appropriate books and
records showing the respective interests of all the Participants
hereunder or the Plan Administrator may delegate that responsibility
to the Trustee or to a third party recordkeeper.
(b) CODA Contributions shall be allocated to the Participant's Account as
of the Valuation Date for the month for which the Contribution is
applicable, but no later than the last day of the Plan Year for which
they are made.
(c) Each Participant must elect, at the time the Participant's Account is
established, the Investment Fund or Funds (in 10% increments) in
which CODA and Rollover Contributions will be invested according to
the following options:
(i) Equity Fund ("Fund A") -- an equities fund or fund invested
in common or capital stock, in bonds, notes debentures or
preferred stocks convertible into common stocks or a
commingled trust fund maintained by the Trustee or someone
other than the Corporation.
(ii) Fixed Income Fund ("Fund B") -- a fixed income fund invested
in fixed income vehicles, including U.S. Treasury obligations
or other obligations which carry the full-faith and credit of
the U.S. Government and contracts with an insurance company
or companies under agreements which shall contain provisions
that the insurance company or companies will guarantee
repayment in full of such amounts transferred to the
insurance company or companies plus interest at a fixed
annual rate for a specified period.
(iii) Martin Marietta Common Stock Fund ("Fund C") -- a fund
invested, to the extent permitted
27
<PAGE>
by law, up to 100%, in the Corporation's common shares.
(d) A Participant may elect to change his investment election for future
CODA Contributions twice each Plan Year in 10% increments.
Additionally, twice each Plan Year, a Participant may change the
investment mix of the portion of his Account attributable to CODA or
Rollover Contributions by designating the proportion (in 5%
increments) of previously invested Contributions and associated
earnings to be invested in another Investment Fund described in
subsection (c) above.
Any change pursuant to this subsection is to be by written
application to the Plan Administrator or his delegate on a form
provided by the Plan Administrator for that purpose. Change of
Investment Funds for future Contributions will be effected as of the
earliest practicable payroll period following the Valuation Date
after receipt of notification by the Plan's record-keeper.
Reinvestment of all or part of an Account will be effected as of the
last day of the month in which the application was properly
submitted.
(e) If a Special Participant does not designate an investment fund for
his or her Special Contributions, those Contributions shall be
invested in the Fixed Income Fund ("Fund B"), until such time as the
Participant designates an Investment Fund or receives a distribution
of his Account.
(2) VALUATION OF ACCOUNTS:
As of each Calculation Date, the Trustee shall determine the value of each
Investment Fund. As of any applicable date, the value of each Account
shall be expressed in terms of its cash value.
(3) MAXIMUM ADDITIONS:
(a) Notwithstanding anything contained herein to the contrary, the Annual
Additions made to a Participant's Account for any Plan Year together
with the Annual Additions on behalf of the Participant under any
other Defined Contribution Plan of the Employer for the Plan Year
shall not exceed the lesser of (i) $30,000 (or if greater, 1/4 of the
dollar limitation in effect under Section
28
<PAGE>
415(b)(1)(A), or (ii) 25% of the Participant's Compensation for such
Plan Year.
Annual Additions for the purpose of this Article shall include all
employer contributions allocated to a Participant's Account under
this Plan (i.e., CODA Contributions) and to his account under any
other Defined Contribution Plan of an Employing Company, plus all
employee contributions (including employee contributions to any other
Defined Contribution Plans such as the Layoff Benefit and Security
Plan), but excluding any Rollover Contributions.
(b) If a Participant's Annual Additions would exceed the limitations of
subsection (a), the necessary reductions in Annual Additions shall be
made in the following order: first, under this Plan, and second,
under any other Defined Contribution Plan.
(c) If a Participant has at any time been a participant in any Defined
Benefit Plan maintained by an Employing Company, then for any Plan
Year, the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction shall not exceed 1.0. If the limitations
of this subparagraph (c) are exceeded, then the Participant's accrued
benefit under the Defined Benefit Plan shall be reduced to the extent
necessary to reduce the sum of the Defined Benefit Plan Fraction and
the Defined Contribution Plan Fraction to 1.0. If after such
reduction, the sum of these two Fractions still exceeds 1.0, then the
Participant's Annual Additions will be reduced in accordance with
subsection (b).
(d) If, notwithstanding subsection (a) through (c), the Annual Additions
to a Participant's Account for any Plan Year would cause the
limitations contained in subsection (a) or (c) to be exceeded by
reason of a reasonable error in estimating a Participant's
Compensation, a reasonable error in determining the amount of CODA
Contributions that may be made with respect to any Participant, or
other circumstances which the Internal Revenue Service deems
sufficient to invoke the rules of this provision, then such Annual
Additions shall be reduced to the extent necessary to satisfy such
limitations by reducing the Participant's level of Contributions to
this Plan.
(e) In applying subsection (c) to any Participant, the numerator of the
Defined Contribution Plan Fraction
29
<PAGE>
for any Plan Year after 1982 shall be reduced, but not below zero, by
the amount (determined under regulations issued by the Secretary of
the Treasury) by which the numerator of the Defined Contribution Plan
Fraction for the 1982 Plan Year must be reduced so that the sum of
the Defined Benefit Plan Fraction and the Defined Contribution Plan
Fraction for the 1982 Plan Year equals 1.0.
(f) For purposes of this Section, the following definitions apply:
(i) "Defined Contribution Plan" and "Defined Benefit Plan" shall
have the meanings set forth in Section 415(k) of the Code and
the regulations thereunder.
(ii) "Defined Benefit Plan Fraction" for any Plan Year means a
fraction: the numerator of which is the projected annual
benefit of a Participant (the annual benefit to which such
Participant would be entitled under the terms of the Defined
Benefit Plan on the assumptions that he or she continues
employment until his or her normal retirement age as
determined under the terms of such Defined Benefit Plan, or
current age, if older, that his or her Compensation continues
at the same rate as in effect in the Plan Year under
consideration until the date of his or her normal retirement
age, or current age, if older, and that all other relevant
factors used to determine benefits under such Defined Benefit
Plan remain constant as of the current Plan Year for all
future Plan Years) under all Defined Benefit Plans ever
maintained by any Employing Company determined as of the
close of the Plan Year, and the denominator of which is the
lesser of:
(A) the product of 1.25 multiplied by the dollar
limitation in effect for such Plan Year under
Section 415(b)(1)(A) of the Code, as amended by the
Tax Equity and Fiscal Responsibility Act of 1982,
or, if greater, by the Participant's 1982 Accrued
Benefit under all Defined Benefit Plans; or
30
<PAGE>
(B) the product of 1.4 multiplied by the amount which
may be taken into account under Section 415(b)(1)(B)
of the Code with respect to the Participant under
such Plans for such Plan Year.
(iii) "Defined Contribution Plan Fraction" means a fraction: the
numerator of which is the sum of the Annual Additions to the
Participant's accounts as of the close of the Plan Year and
all prior Plan Years under all Defined Contribution Plans
ever maintained by any Employer, and the denominator of which
is the sum of the lesser of the following amounts determined
for such Plan Year and for each prior Plan Year included in
the Participant's service with the Employer:
(A) the product of 1.25 multiplied by the dollar
limitation in effect for such Plan Year under
Section 415(c)(1)(A) of the Code (determined without
regard to Section 415(c)(6)); or
(B) the product of 1.4 multiplied by the amount which
may be taken into account under Section 415(c)(1)(B)
of the Code with respect to the Participant under
such Plans for the Plan Year.
(iv) At the election of the Plan Administrator, in determining the
Defined Contribution Plan Fraction with respect to any Plan
Year after 1982, the amount taken into account under (iii) as
the denominator with respect to each Participant for all Plan
Years before 1983 shall be an amount equal to the product of:
(A) the denominator of the Defined Contribution Plan
Fraction (computed under Section 415(e)(3)(B) of the
Code as in effect on December 31, 1982) for the 1982
Plan Year, multiplied by
(B) the Transition Fraction.
31
<PAGE>
(v) "Transition Fraction" means a fraction: the numerator of
which is the lesser of
(A) $51,875, or
(B) 1.4 multiplied by 25% of the Compensation of the
Participant for 1981, and the denominator of which
is the lesser of
(1) $41,500, or
(2) 25% of the Compensation of the
Participant for 1981.
(vi) "1982 Accrued Benefit" means the Participant's accrued
benefit under all Defined Benefit Plans ever maintained by an
Employing Company, computed as of December 31, 1982, when
expressed as an annual benefit (within the meaning of Section
415(b)(2) of the Code as in effect before the enactment of
the Tax Equity and Fiscal Responsibility Act of 1982);
provided, however, that there shall not be taken into account
any change in the terms and conditions of any such Plan after
July 1, 1982, nor any cost-of-living adjustment occurring
after July 1, 1982.
(vii) "Compensation" for the Plan Year shall include the following,
but not the items listed in clause (viii):
(A) The Participant's wages, salaries, bonuses, fees for
professional services, and other amounts received
(without regard to whether or not an amount is paid
in cash) for personal services actually rendered in
the course of employment with any Employer,
including earned income from sources outside the
United States (as defined in Code Section 911(b)),
whether or not excludable from gross income under
Section 911 or deductible under Section 913;
(B) Amounts received by the Participant through accident
and health insurance for personal injuries or
sickness,
32
<PAGE>
but only to the extent that these amounts are
includable in the Participant's gross income under
Code Sections 104(a)(3), 105(a) or (h);
(C) Amounts paid or reimbursed by any Employing Company
for moving expenses incurred by a Participant, but
only to the extent that these amounts are not
deductible by the Participant under Code Section
217;
(D) The value of a nonqualified stock option granted to
a Participant by any Employer, but only to the
extent that the value of the option is includable in
the gross income of the Participant for the taxable
year in which granted; and
(E) The amount includable in the gross income of a
Participant upon his or her making an election under
Code Section 83(b) to include in income the value of
property transferred in connection with his or her
performance of services for any Employing Company in
the taxable year of the transfer.
(viii) "Compensation" for a Plan Year shall not include:
(A) Contributions made by an Employer to this or any
other plan of deferred compensation to the extent
that, before the application of this Section and the
Code Section 415 limitations, the contributions are
not includable in the Participant's gross income for
the taxable year in which contributed; contributions
to simplified employee pension plans to the extent
deductible by the Participant under Code Section
219(b)(7); or distributions from a plan of deferred
compensation, other than an unfunded plan;
33
<PAGE>
(B) Amounts realized from the exercise of a nonqualified
stock option, or from the sale, exchange, or other
disposition of stock acquired under a qualified
stock option, or when restricted property held by a
Participant either becomes freely transferable or is
no longer subject to a substantial risk of
forfeiture; or
(C) Other amounts that receive special tax benefits,
such as premiums for group term life insurance to
the extent that they are not includable in the
Participant's gross income.
(ix) Solely for purposes of this Section, in applying the
definition of Employer, the phrase "more than 50 percent"
shall be substituted for the phrase "at least 80 percent"
wherever the latter phrase appears in Code Section
1563(a)(1).
34
<PAGE>
ARTICLE VII - ACCOUNT DISTRIBUTION
Retirement; Disability; Death; Transfer;
Layoff; Termination
(1) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
RETIREMENT, DISABILITY, DEATH, LAYOFF AND TERMINATION
(a) A Participant shall be eligible to receive the entire amount to the
credit of his or her Account in the event of the Participant's:
(i) Retirement from active service;
(ii) Total and permanent disability for which the Participant
would be eligible to receive Disability Retirement benefits
under an Employer's Pension Plan or long-term disability
benefits under an Employer's group insurance plan;
(iii) Death occurring while an Employee; or
(iv) Termination of employment by indefinite layoff due to lack of
work.
(v) Termination of employment for any reason other than
indefinite layoff.
(b) In the event of the death of a Participant, payment of such
Participant's Account shall be made to his or her qualified
Beneficiary.
(2) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
TRANSFERS OF EMPLOYMENT
If a Participant is transferred to a class of employment not covered by
this Plan, no further contributions shall be made by such Participant under
the Plan for the Plan Year in which the transfer occurred. An Employee who
transfers from one subsidiary, division or business unit within the
Employer shall not be eligible for a distribution. Upon actual severance
from service with the Employer, such Participant shall receive a
distribution as set forth in Section (1) above.
35
<PAGE>
(3) PAYMENT OF PARTICIPANT ACCOUNT:
(a) An employee or Beneficiary who is eligible for a distribution from
the Plan pursuant to Section (1) shall make a written application
therefore to the Plan Administrator or his or her delegate on a form
provided for this purpose. Unless a different election is in effect
under subsection (b), the distribution will be made:
(i) As a single distribution as soon as practicable, in
accordance with the Plan's normal processing standards and
procedures. The Valuation Date for the distribution will be
the last day of the month preceding the month in which the
Participant's payment record is submitted to the Plan's
recordkeeper, or
(ii) If so requested by the Employee or Beneficiary on the
application, as a single distribution to be issued as soon as
practicable on or after the last day of February of the next
succeeding Plan Year in which such Employee's service shall
have terminated, valued as of the January 31 of such
succeeding Plan Year.
(b) An Employee may elect to make an irrevocable election that the
payment of his account be deferred and be made in a single lump sum
payment as soon as practicable after his attainment of age 65, or, if
sooner, to his designated Beneficiary in the event of his death. The
deferred lump sum payment will be paid in a lump sum equal to its
value on the last day of the month in which an Employee attains age
65.
(c) An Employee who is eligible for retirement under the terms of an
applicable pension plan may elect to transfer his entire account to
the Fixed Income Fund and have annual payments made therefrom for a
fixed number of years not to exceed the lesser of twenty years or the
number of years until the Participant's attainment of age 84.
Payments will commence not later than 60 days after the end of the
Plan Year in which the Employee separates from service and will be
determined each year by dividing the value of the account balance by
the number of years in the payment schedule.
36
<PAGE>
(d) With respect to the portion of an Account invested in the Equity Fund
or the Fixed Income Fund, distributions shall be made in cash. With
respect to the portion of an Account invested in the Martin Marietta
Common Stock Fund, distribution shall be made in shares of the
Corporation (with cash in lieu of any fractional share) unless cash
is requested.
(e) Notwithstanding subsections (a) and (b), no distribution shall be
made pursuant to Section (1) if, at the time such distribution would
be made, the Participant has been reemployed by an Employing Company.
(4) QUALIFIED DOMESTIC RELATIONS ORDERS:
Payments shall be made in accordance with any order determined by the Plan
Administrator to be a qualified domestic relations order except that
payments may be made only in the form of a lump sum distribution in
accordance with Article VII (3). Notwithstanding the foregoing, a payment
under a qualified domestic relations order may commence at the time set
forth in the order, even if such time would be earlier than the date on
which the amount would otherwise be payable to the Participant under
Article VII(1).
(5) ADDITIONAL DISTRIBUTION RULES:
(a) Distributions of Small Amounts. In the event the nonforfeitable
------------------------------
portion of a Participant's Account exceeds $3500 as of the Valuation
Date immediately preceding his termination of employment, then his
Account will not be distributed to him prior to his attainment of age
65 without written consent of the Participant. If the nonforfeitable
portion of a Participant's Account is $3500 or less as of such date,
then the Administrative Committee may direct distribution of the
Account in a single lump sum without consent of the Participant.
(b) Distribution Due Dates. The distribution of a Participant's Account
----------------------
shall begin not later than the sixtieth day after the latest of the
close of the Plan Year in which -
(i) the date on which the Participant attains age 65;
37
<PAGE>
(ii) occurs the tenth anniversary of the year in which the
Participant commenced participation in the Plan; or
(iii) the Participant terminates service with the Employer.
(c) Minimum Distribution Requirements. The provisions of this Article
---------------------------------
VII(5)(c) shall apply notwithstanding any other provision of the Plan
to the contrary. Article VII(5)(c) shall be applied in accordance
with Section 401(a)(9) of the Code and any regulations issued under
that Section, including the minimum distribution incidental benefit
requirement contained in Section 401(a)(9)(G) of the Code.
(i) Commencement of benefit payments. Notwithstanding any
--------------------------------
provision in this Plan to the contrary, payment of a
Participant's Account must commence no later than the first
day of April of the calendar year following the year in which
the Participant attains age 70 1/2; provided however that in
the case of a Participant who attains age 70 1/2 before
January 1, 1988, payment need not commence until the first
day of April of the calendar year following the calendar year
in which the later of the Participant's attainment of age 70
1/2 or retirement.
(ii) Death of the Participant. If the Participant dies after
------------------------
payment of his interest has commenced, the remaining portion
of such interest shall be paid at least as rapidly under the
method of payment being used prior to the Participant's
death. If the Participant dies before payment of his
interest commences, the Participant's entire interest must be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death except to the
extent that an election is made to receive payment in
accordance with (x) or (y) below:
(x) if any portion of the Participant's interest is
payable to a designated beneficiary and such
payments are to be made over the life or life
expectancy of the designated
38
<PAGE>
beneficiary, such payments shall commence no later
than December 31 of the calendar year immediately
following the calendar year of the Participant's
death;
(y) if, however, the designated beneficiary referred to
in (x) is the Participant's surviving Spouse, the
date on which payments are required to begin in
accordance with (x) above is not required to be
earlier than the later of (1) December 31 of the
calendar year immediately following the calendar
year in which the Participant died, or (2) December
31 of the calendar year in which the Participant
would have attained age 70 1/2; if, however, the
Spouse dies before such payments begin, subsequent
payments shall be made as if the Spouse had been the
Participant.
Any election must be made before distributions would commence under
(x) or (y).
(d) Rollovers to Other Plans:
------------------------
(i) Notwithstanding any contrary provision of the Plan, a
Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of
an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a
Direct Rollover.
(ii) The special capitalized terms used only in this Section shall
have the meanings specified below:
(A) "Eligible Rollover Distribution" means any
distribution of all or any portion of the balance to
the credit of the Distributee, except that an
Eligible Rollover Distribution does not include:
(1) any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually)
39
<PAGE>
made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life
expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a
specified period of ten years or more; (2) any
distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; and
(3) the portion of any distribution that is not
includable in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(B) "Eligible Retirement Plan" means an individual
retirement account described in Section 408(a) of
the Code, an individual retirement annuity described
in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to a surviving
Spouse, only an individual retirement account or
individual retirement annuity shall be an Eligible
Retirement Plan.
(C) "Distributee" means an Employee or former Employee.
In addition, the Employee's or former Employee's
surviving Spouse and the Employee's or former
Employee's Spouse or former Spouse who is the
alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, are
Distributees with regard to the interest of the
Spouse or former Spouse.
(D) "Direct Rollover" means a payment by the Plan to the
Eligible Retirement Plan specified by the
Distributee.
40
<PAGE>
(iii) The provisions of this subsection VII(7)(d) shall apply only
to distributions made after December 31, 1992 and only to the
extent required by the plan qualification rules of Section
401(a) of the Code.
41
<PAGE>
ARTICLE VIII - ADMINISTRATION
(1) FIDUCIARIES:
The Plan Administrator is a named fiduciary and shall have such
responsibilities with respect to the Plan as are prescribed by law.
Fiduciaries may serve in more than one fiduciary capacity with respect to
the Plan.
(2) PLAN ADMINISTRATOR:
The Plan shall be administered by the Plan Administrator. Except as
otherwise provided by the Board of Directors, the Plan Administrator shall
not receive any compensation for his or her services as such. The Plan
Administrator and all other persons who serve as fiduciaries shall be
bonded in a manner and amount required by law.
(3) POWERS OF THE PLAN ADMINISTRATOR:
The Plan Administrator shall have full power and discretion to administer
the Plan in all of its details, such power to include, but not limited to
the following:
(a) To make and enforce such rules and regulations as he shall deem
necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan, in good faith;
(c) To recommend correction of defects, and omissions and action to
reconcile inconsistencies to the extent necessary to effectuate the
purposes of the Plan;
(d) To decide all questions concerning the Plan and the eligibility of
any person to participate in the Plan;
(e) To determine and advise the amount of benefits which shall be payable
to any Participant or Beneficiary;
(f) To authorize the payment of benefits by written notice to the
Trustee; and
(g) To file or cause to be filed all such annual reports, returns,
schedules, registrations, descriptions, financial statements, and
other statements as may be required by any federal or state statute,
agency, or authority within the time prescribed by law or regulation
for filing such documents.
42
<PAGE>
(4) UNIFORM ADMINISTRATION:
Whenever, in the administration of the Plan, any action by the Plan
Administrator is required, such action shall be uniform in nature as
applied to all persons similarly situated.
(5) CONCLUSIVENESS OF ACTION:
Except as provided in Article X(2), the Plan Administrator shall have the
exclusive right to determine any question arising in connection with the
interpretation, application or administration of the Plan, and his
determination in good faith shall be conclusive and binding upon all
parties concerned, including, without limitation, any and all employees,
Participants, Spouses, Beneficiaries, heirs, distributees, estates,
executors, administrators, and assigns.
(6) EMPLOYMENT OF COUNSEL:
The Plan Administrator may employ such counsel, who may be counsel for the
Corporation, accountants, agents, and other persons to perform clerical and
other services as he or she may require in carrying out the provisions of
the Plan, and shall charge the fees, charges, and costs resulting from such
employment as an expense to the Trust Fund to the extent not paid by the
Corporation. Except as otherwise provided by law, persons employed by the
Plan Administrator as counsel, agents, or otherwise may include members of
the Board of Directors of any Employing Company, or firms with which any
such members are associated as partners, employees, or otherwise. The Plan
Administrator shall be fully protected in acting or refraining from acting
in accordance with the advice of counsel.
(7) ALLOCATION OR DELEGATION OF RESPONSIBILITIES AND DUTIES:
The Plan Administrator may allocate or delegate any or all of his
responsibilities and duties hereunder to one or more persons, firms,
corporations, or associations, who may or may not be Employing Companies or
employees of an Employing Company. Any such allocation or delegation shall
be effected by a written instrument signed by the Plan Administrator and by
the party or parties to whom any responsibilities shall be allocated or any
duties delegated, and setting forth the responsibilities or duties so
allocated or delegated.
(8) LIABILITY LIMITED:
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Neither the Plan Administrator, any Employing Company or any officer,
director, or employee thereof, any party to whom the Plan Administrator
shall have allocated any responsibility or delegated any duty pursuant to
Section (7) nor any other party acting at the request of the Plan
Administrator or the Board of Directors shall be liable for any act or
omission connected with or related to the Plan or the administration
thereof, except in case of his or her own negligence or willful misconduct
and except as otherwise provided by federal law. Except as otherwise
provided by federal law, the Corporation, any other Employing Company, and
their officers, directors, and employees, and Plan Administrator, shall be
entitled to rely conclusively on all tables, valuations, certificates,
opinions and reports that shall be furnished by any actuary, accountant,
trustee, insurance company, counsel or other expert who shall be employed
or engaged by the Corporation, another Employing Company or the Plan
Administrator, and shall be fully protected in respect of any action taken
or omitted to be taken by them in good faith in reliance thereon; and any
action so taken or omitted shall be conclusive upon all persons affected
thereby.
(9) INDEMNIFICATION AND INSURANCE:
To the extent permitted by law, the Employing Companies shall and do hereby
jointly and severally indemnify and agree to hold harmless any and all
parties protected under Section (8), from all loss, damage, or liability,
joint or several, including payment of expenses in connection with defense
against any such claim, for their acts, omissions and conduct, and for the
acts, omissions and conduct of their duly appointed agents, in the
administration of the Plan, which acts, omissions, or conduct constitutes
or is alleged to constitute a breach of such party's fiduciary or other
responsibilities under ERISA or any other law, except for those acts,
omissions, or conduct resulting from his or her own willful misconduct,
willful failure to act, or gross negligence; provided, however, that if any
party would otherwise be entitled to indemnification hereunder in respect
of any liability and such party shall be insured against loss as a result
of such liability by an insurance contract or contracts, such party shall
be entitled to indemnification hereunder only to the extent by which the
amount of such liability shall exceed the amount thereof payable under such
insurance contract or contracts.
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ARTICLE IX - AMENDMENT, TERMINATION, MERGER, AND CONSOLIDATION
(1) AMENDMENT OF PLAN:
The Board of Directors of the Corporation (or any person to whom such
authority has been delegated by the Board) may, with the concurrence of the
International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (UAW) and its Locals No. 738, No. 766, No.
788, and No. 1921, except as provided in Section (4), amend any or all
provisions of this Plan at any time by written instrument identified as an
amendment of the Plan effective as of a specified date. The Corporation
may unilaterally amend this Plan if such modification or amendment is
necessary to conform the Plan to, or to satisfy or continue to satisfy the
conditions of, any applicable law, including ERISA, governmental
regulations or rulings or to cause the Plan to meet or continue to meet the
requirements for qualification of the Plan under Section 401(a) of the
Code, or any similar statute enacted as a successor thereto. The
Corporation may also unilaterally amend this Plan if such modification or
amendment affects only those Participants who are not represented by the
UAW or its Locals No. 738, No. 766, No. 788, or No. 1921, or only those
Participants in a collectively bargained group which consents to such
amendment.
(2) TERMINATION OF PLAN:
The Corporation expects to continue the Plan indefinitely. However, except
as provided in Section (4), the Corporation, with the concurrence of the
International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (UAW) and its Locals No. 738, No. 766, No.
788, and No. 1921, shall have the right at any time to terminate the Plan
in whole or in part by suspending or discontinuing Participant
contributions hereunder in whole or in part, or to otherwise terminate the
Plan. In accordance with any amendment to the Plan that may be adopted in
connection with any such termination, the Corporation may after such
termination continue the Plan and Trust in effect for the purpose of making
distributions under the Plan as they become payable, or may authorize the
distribution of all or any part of the assets of the Trust Fund as to which
the Plan has been terminated. In the event of termination the Plan
Administrator shall continue to administer the Plan and the Trustee shall
continue to administer the Trust as herein provided for application and
disbursement in accordance with the Plan, and as directed by the
Corporation.
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(3) MERGER, CONSOLIDATION, OR TRANSFER:
In the case of any merger or any consolidation with or transfer of assets
or liabilities to any other plan and trust, each Participant and
Beneficiary in the Plan must be entitled to receive a benefit immediately
after the merger, consolidation or transfer, if such plan were then
terminated, equal to or greater than the benefit he or she would have been
entitled to receive immediately before the merger, consolidation, or
transfer if the Plan had then been terminated. No merger, consolidation,
or transfer shall take place unless such other plan and trust are qualified
under Code Section 401(a), or if such merger, consolidation, or transfer
would cause this Plan to cease to be a qualified plan.
(4) LIMITATIONS ON AMENDMENT OR TERMINATION:
(a) The Corporation shall not have the power to amend or terminate the
Plan in such manner as would cause or permit any part of the assets
of the Plan held in the Trust Fund to be diverted to purposes other
than for the exclusive benefit of Participants and Beneficiaries, or
as would cause or permit any portion of such assets to become the
property of the Employing Companies (except as otherwise provided in
Article XI(ii). The Corporation shall not have the right to modify
or amend the Plan in such manner as to reduce the accrued benefit of
any Participant or Beneficiary, to deprive any Participant or
Beneficiary of any benefit to which any one of them was entitled
under the Plan by reason of contributions made prior thereto, or
adversely to affect the rights and duties of the Plan Administrator
or the Trustee without their consent in writing, unless such
modification or amendment is necessary to conform the Plan to, or to
satisfy or continue to satisfy the conditions of, any applicable law,
including ERISA, governmental regulations or rulings, or to cause the
Plan to meet or to continue to meet the requirements for
qualification of the Plan under Section 401(a) of the Code, or any
similar statute enacted as a successor thereto.
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ARTICLE X - CLAIMS PROCEDURE
(1) CLAIMS FOR BENEFITS:
Any Participant or Beneficiary who shall believe that he or she has become
entitled to a benefit hereunder and who, after filing the application
referred to in Article VII (3), shall not have received, or commenced
receiving, a distribution of such benefit, pursuant to the provisions of
Article VII, or who shall believe that he or she is entitled to a benefit
hereunder in excess of the benefit that he or she shall have received, or
commenced receiving, may file a written claim for such benefit or increased
benefit with the Plan Administrator at any time up to the end of the
calendar year next following the calendar year in which he or she allegedly
became entitled to receive a distribution of such benefit. Such written
claim shall set forth the Participant's or Beneficiary's name and address
and shall include a statement of the facts and a reference to the pertinent
provisions of the Plan upon which such claim is based. Within ninety (90)
days after such a claim is filed, the Plan Administrator shall provide the
claimant with written notice of his decision with respect to such claim.
If such claim shall be denied in whole or in part, the Plan Administrator
shall, in such written notice to the claimant, set forth in a manner
calculated to be understood by the claimant, the specific reason or reasons
for denial; specific references to pertinent provisions of the Plan upon
which the denial is based; a description of any additional material or
information necessary for the claimant to perfect his or her claim and an
explanation as to why such material or information is necessary; and an
explanation of the provisions for review of claims set forth in Section (2)
of this Article. If special circumstances require additional time, the
Plan Administrator may extend the period allowed for notice of his decision
by a period not to exceed ninety (90) days. Written notice of such
extension, stating the circumstances requiring the extension and the date
by which a final decision is expected, shall be provided to the claimant
before the expiration of the initial ninety (90) day period. A claimant
who shall not timely file his or her claim as required shall to the extent
permitted by law be conclusively deemed to have waived any right to contest
the determination of the Plan Administrator.
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(2) REVIEW OF CLAIM:
For purposes of this section (2), any reference to "the Vice President"
shall mean, with respect to Participants included in a collective
bargaining unit, the Vice President, Human Resources. With respect to
Participants not included in a collective bargaining unit, the "Vice
President" shall mean the Vice President, Employee Benefits. A Participant
or Beneficiary whose claim for benefits shall have been denied may appeal
such denial to the appropriate Vice President of the Corporation and
receive a full and fair review of his or her claim by filing with the Vice
President a written application for review at any time within sixty (60)
days after receipt from the Plan Administrator of the written notice of
denial of his or her claim provided for in Section (1). A Participant or
Beneficiary who shall submit a timely written application for review shall
be entitled to review any and all documents pertinent to his or her claim
and may submit issues and comments to the Vice President in writing. In
the discretion of the Vice President a hearing may be held. Not later than
sixty (60) days after receipt of a written application for review, the Vice
President shall give the claimant written notice of his decision on review,
which shall set forth in a manner calculated to be understood by the
claimant specific reasons for his decision and specific references to the
pertinent provisions of the Plan upon which the decision is based. If
special circumstances, including but not limited to the need for a hearing
as determined by the Vice President shall require additional time for
making a decision on review, the period for decision may be extended by not
more than sixty (60) days. Written notice of such extension, stating the
circumstances requiring the extension and the date by which a final
decision is expected, shall be provided to the claimant before the
expiration of the initial sixty (60) day period. Even if the period for
decision is extended under this section, a decision shall be made as soon
as possible. The decision of the Vice President shall to the extent
permitted by law, be final and binding on all parties.
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ARTICLE XI - MISCELLANEOUS
(1) TOP HEAVY PROVISIONS:
The following provisions shall become effective in any Plan Year subsequent
to the 1983 Plan Year in which this Plan is a Top-Heavy Plan.
Notwithstanding the foregoing, subsections (c), (d), and (f) shall not
apply to any Participant included in a unit of employees covered by a
collective bargaining agreement.
(a) Top-Heavy Plan Status. This Plan will be a Top-Heavy Plan for a
given Plan Year if as of the last day of the preceding Plan Year
either of the following situations occur:
(i) The ratio of the Accrued Benefits of Participants in this
Plan who are Key Employees to the Accrued Benefits for all
Participants in this Plan exceeds six-tenths (.6), or,
(ii) This Plan is part of a Required Aggregation Group, and the
ratio of the Accrued Benefits of Participants in any of the
aggregated plans who are Key Employees to the Accrued
Benefits of all Participants in the aggregated plans exceeds
six-tenths (.6).
Notwithstanding anything in (a) to the contrary, this Plan shall not
be a Top-Heavy Plan in any Plan Year in which this Plan is part of a
Required or Permissive Aggregation Group which is not Top-Heavy.
Neither shall this Plan be a Top-Heavy Plan if it is part of a
Permissive Aggregation Group which is Top-Heavy but this Plan is not
required to be part of a Required Aggregation Group.
(b) Definitions.
Key Employee. A Key Employee is a Key Employee as defined in Section
416(i) of the Code. Compensation taken into account in determining
who is a Key Employee shall have the same meaning as "Compensation"
under Article VI(4)(g)(viii).
Accrued Benefit. The Accrued Benefit is the account balance of the
Participant in this Plan or any other defined Contribution plan and
in the case of a
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defined benefit plan, the Accrued Benefit as defined under such plan,
including any distribution from the Plan within the five-year period
ending on the last day of the preceding Plan Year. If any individual
has not received any Compensation from any Employer (other than
benefits under the Plan) at any time during the five-year period
ending on the last day of the preceding Plan Year, any Accrued
Benefit for such individual shall not be taken into account.
Required Aggregation Group. The term Required Aggregation Group
means all of the qualified plans of the Employer in which a Key
Employee is a Participant, or which are necessary for a plan to
satisfy the requirements of Sections 401(a)(4) or 410 of the Code.
Permissive Aggregation Group. The term Permissive Aggregation Group
means all of the plans of the Employer which are included in the
Required Aggregation Group plus any plans of the Employer which are
not included in the Required Aggregation Group, but which satisfy the
requirements of Sections 401(a)(4) and 410 of the Code when
considered together with the Required Aggregation Group.
Limitation Year. The term Limitation Year means the Plan Year.
(c) Minimum Benefit. The yearly minimum Contribution to this Plan for an
employee with respect to Plan Years during which this Plan is Top-
Heavy, shall be equal to the lesser of (i) 3% of the Participant's
Compensation for such Plan Year; or (ii) the highest percentage of
Compensation contributed on behalf of a Key Employee to this Plan in
the form of CODA Contributions. The minimum Contribution shall be
made regardless of whether the Employee was a Participant in the Plan
during such Top-Heavy Plan Years provided that he was eligible to
participate. However, if any employee eligible to participate in
this Plan receives the minimum benefit required under Section 416 of
the Code under any defined benefit plan maintained by the Employer,
this paragraph (c) shall not be applicable.
(d) Excessively Top-Heavy Plan. In the event the ratio described in
paragraph (a) of this Article XI(1) exceeds nine-tenths (.9), then
the definitions of the Defined Benefit Fraction and the Defined
Contribution
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Fraction in Article VI(4) (g)(ii) and (iii) shall be changed by
substituting in the denominator of each Fraction "100 percent"
instead of "125 percent." For any Limitation Year in which the Plan
is a Top-Heavy Plan, but not an Excessively Top-Heavy Plan, the
percentage described in the minimum Contribution provision of
paragraph (c) shall be 4% in lieu of 3% indicated therein.
(2) PROHIBITION AGAINST ALIENATION:
Except as otherwise provided in the Plan, no Participant or Beneficiary
shall have any right to withdraw, assign (either at law or in equity),
pledge, transfer, appropriate, encumber, commute, alienate, or anticipate
his or her interest in the Plan and Trust, or any payments to be made
hereunder, and no benefits, payments, rights, or interest of such a person
under the Plan shall be in any way subject to any legal or equitable
process to levy or execute upon, charge, garnish, or attach the same for
payment of any claim against such person except pursuant to a Qualified
Domestic Relations Order, nor shall any such person have any right of any
kind whatsoever with respect to the Plan and Trust, or any estate or
interest therein, or with respect to any other property or rights, other
than the right to receive such distributions as are made out of the Trust,
as and when the same are or shall become due and payable under the terms of
the Plan. Any attempt to transfer, pledge or levy upon or otherwise
alienate an interest of a Participant or Beneficiary shall be invalid
unless made pursuant to a Qualified Domestic Relations Order.
(3) RELATIONSHIP BETWEEN EMPLOYING COMPANIES AND EMPLOYEES:
The adoption and maintenance of the Plan shall not be deemed to constitute
or modify a contract between any Employer and any Employee or Participant
or to be a consideration or inducement for or condition of the performance
of services by any person. Nothing herein contained shall be deemed to
give to any Employee or Participant the right to continue in the service of
any Employer, to interfere with the right of an Employer to discharge any
Employee or Participant at any time, or to give an Employer the right to
require an Employee or Participant to remain in its service or to interfere
with his or her right to terminate his or her service at any time.
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(4) PARTICIPANTS' BENEFITS LIMITED TO ASSETS:
Each Participant, by his or her participation in the Plan and Trust, shall
be conclusively deemed to have agreed to look solely to the Trust Fund, and
not to any other person, entity, or assets for the payment of any benefit
to which he or she may be entitled by reason of his or her participation,
and to have consented to all of the terms and conditions of the Plan, as
the same may be amended from time to time, and shall be bound thereby with
the same force and effect as if he or she were a party to this Plan.
(5) TITLES AND HEADINGS:
The titles and headings of the articles and sections in this Plan are
placed herein for convenience of reference only, and in case of any
conflicts, the text of this Plan, rather than the titles or headings, shall
control.
(6) GENDER AND NUMBER:
The masculine pronoun, wherever used herein, shall include the feminine
pronoun, and the singular shall include the plural, except where the
context requires otherwise.
(7) APPLICABLE LAW:
The provisions of this Plan shall be construed according to the laws of the
State of Maryland, except to the extent that they are preempted by ERISA,
or by other federal law. The Plan is intended to comply with ERISA and the
Code, and to contain a qualified cash or deferred arrangement within the
meaning of Code Section 401(k), and shall be interpreted and construed
accordingly.
(8) INABILITY TO LOCATE PAYEE:
Anything to the contrary herein notwithstanding, if the Plan Administrator
is unable, after a reasonable effort, to locate any Participant or
Beneficiary to whom an amount is distributable hereunder, such amount shall
be forfeited. Notwithstanding the foregoing, however, such amount shall be
reinstated, by means of a contribution by the Corporation if and when a
valid claim for the forfeited amount is subsequently made by the
Participant or Beneficiary or if the Plan Administrator receives
satisfactory proof of death of such person; in such case, payment of the
reinstated amount shall be made in accordance with the provisions of this
Plan. No such contribution shall reduce the Plan distributions otherwise
required. Any benefits lost by
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reason of applicable state law relating to escheat or abandoned property
shall be considered forfeited but shall not be subject to reinstatement.
(9) INCOMPETENCE OF PAYEE:
In the event any benefit is payable to a minor or incompetent, to a person
otherwise under legal disability, or to a person who, in the sole judgment
of the Plan Administrator is by reason of advanced age, illness, or other
physical or mental incapacity incapable of handling the disposition of his
or her property, the Plan Administrator may direct the Trustee to apply the
whole, or any part of such benefit, directly to the care, comfort,
maintenance, support, education, or use of such person, or pay or
distribute the whole or any part of such benefit to (a) the parent of such
person, (b) the guardian, committee, or other legal representative,
wherever appointed, of such person, (c) the person with whom such person
resides, (d) any person having the care and control of such person, or (e)
such person personally. The receipt by the person to whom any such payment
or distribution is so made shall constitute a full and complete discharge
of the right of affected Participants, former Participants, and
Beneficiaries under the Plan.
(10) DEALING WITH THE TRUSTEE:
No person dealing with the Trustee shall be obliged to see to the
application of any property paid or delivered to the Trustee or to inquire
into the expediency or propriety of any transaction or the Trustee's
authority to consummate the same, except as may specifically be required of
such person under ERISA.
(11) RETURN OF CONTRIBUTIONS:
(a) All contributions to the Plan are expressly conditioned on the
initial qualification of the Plan under Section 401 of the Code, and
if such qualification shall be denied, the Participants shall be
entitled to receive a return of contributions made after the
effective date of such denial, net of any losses attributable thereto
and together with any earnings thereon, as soon as practicable but in
any event within one year after the denial of qualification of the
Plan.
(b) If a contribution is made to the Plan by a Participant by a mistake
of fact, such Participant
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shall be entitled to receive a return of such contribution, net of
any losses attributable thereto and together with any earnings
thereon, within one year after the making of such contribution.
(12) SEPARABILITY:
If any provision of this Plan is found, held or deemed to be void,
unlawful, or unenforceable under any applicable statute or other
controlling law, the remainder of this Plan shall continue in full force
and effect.
IN WITNESS WHEREOF this amended and restated Plan was executed as of
____________________, 1994.
MARTIN MARIETTA CORPORATION
By ________________________________
Title:
Date: _________________
Witness
_________________________________
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THIS PAGE MUST BE KEPT AS THE LAST PAGE OF THE DOCUMENT.
SoftSolution Network ID: WDC-39731.1 Type: MISC
<PAGE>
THIS PAGE MUST BE KEPT AS THE LAST PAGE OF THE DOCUMENT.
SoftSolution Network ID: WDC-39731.2 Type: MISC
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LOCKHEED MARTIN CORPORATION APPEARS HERE]
March 15, 1995
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Martin Marietta Corporation Savings and Investment
Plan for Hourly Employees (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 Martin
Marietta Corporation Savings and Investment Plan for Hourly Employees 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; (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; and
(c) our report dated May 20, 1994, with respect to the financial statements of
the Martin Marietta Corporation Savings and Investment Plan for Hourly
Employees included in the Plan's Annual Report (Form 11-K) for the year ended
December 31, 1993; all 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 Martin
Marietta Corporation Savings and Investment Plan for Hourly Employees of 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, 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
