<PAGE>
As filed with the Securities and Exchange Commission on January 21, 1996.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1893632
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address of principal executive offices)
____________________
Lockheed Martin Corporation Salaried Savings Plan
Lockheed Martin Corporation Salaried Savings Plan II
Lockheed Martin Corporation Hourly Employee Savings Plan Plus
Lockheed Martin Corporation Hourly Employee Investment Plan Plus
(Full title of the plan)
____________________
Stephen M. Piper, Esquire
Associate General Counsel and
Assistant Secretary
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1)(2)(3) per share(4) offering price(4) fee(5)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share............ 1 $87.875 $87.875 $100
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Plans to which this
Registration Statement relates.
(2) The Registrant previously has registered 26,000,000 shares of Lockheed
Martin Corporation Common Stock on Registration Statement on Form S-8 (Reg.
No. 33-58097) as well as 18,582,406 shares of Lockheed Martin Corporation
Common Stock on Registration Statement on Form S-8 (Reg. No. 33-58083)
certain of which shares may be issued and sold pursuant to the Plans to
which this Registration Statement relates and, therefore, are being
registered hereunder. See "Explanatory Statement."
(3) The securities registered are allocated among the plans as follows:
Lockheed Martin Corporation Salaried Savings Plan, 22,500,000 shares;
Lockheed Martin Corporation Salaried Employee Savings Plan II, 17,282,406
shares; Lockheed Martin Corporation Hourly Employee Savings Plan Plus,
2,900,000 shares; Lockheed Martin Corporation Hourly Employee Investment
Plan Plus, 600,000 shares.
(4) The fee has been computed, pursuant to Rule 457(h)(1) and guidance provided
to the Corporation by the Office of Chief Counsel, based on the average of
the high and low prices reported on the New York Stock Exchange on January
16, 1997.
(5) A portion of the registration fee incurred in connection with the
registration of shares to be offered or sold in connection with the Plans
to which this Registration Statement relates was previously paid by the
Registrant in connection with the Registration Statement on Form S-8 (Reg.
No. 33-58097) and the Registration Statement on Form S-8 (Reg. No. 33-
58083). Accordingly, the amount previously paid has been applied as a
credit against the amount otherwise due hereunder in accordance with
guidance provided by the Office of Chief Counsel.
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
----------------
On March 15, 1995, Lockheed Martin Corporation (the "Corporation")
filed a registration statement on Form S-8 (Reg. No. 33-58097) (the "Plus
Plan Registration Statement") registering an aggregate of 26,000,000 shares
of the Corporation's common stock for use in connection with three of the
Corporation's benefit plans: the Lockheed Salaried Employee Savings Plan
Plus, the Lockheed Hourly Employee Savings Plan Plus and the Lockheed Space
Operations Company Hourly Employee Investment Plan Plus. These plans were
subsequently renamed as follows: the Lockheed Martin Corporation Salaried
Employee Savings Plan (the "SSP"), the Lockheed Martin Corporation Hourly
Employee Savings Plan Plus and the Lockheed Martin Corporation Hourly
Employee Investment Plan Plus. Also on March 15, 1995, the Corporation
filed a registration statement on Form S-8 (Reg. No. 33-58083) (the "PSP
Registration Statement") registering 18,582,406 shares of the Corporation's
common stock for use in connection with another of the Corporation's
benefit plans, the Martin Marietta Corporation Performance Sharing Plan.
This plan was subsequently renamed the Lockheed Martin Corporation
Performance Sharing Plan (the "PSP").
Later in 1997, the Corporation anticipates combining that portion of
the PSP relating to salaried employees with the SSP. In anticipation of
this combination, the Corporation has divided the PSP into two parts, the
first a continuation of the exiting PSP in which hourly employees will
continue to participate (the "PSP Plan") and the second, to be known as the
Lockheed Martin Corporation Salaried Savings Plan II, a continuation of
that part of the PSP in which salaried employees participate.
This Registration Statement includes the 26,000,000 shares of the
Corporation's common stock originally registered pursuant to the Plus Plan
Registration Statement as well as 17,282,406 shares of the Corporation's
common stock originally registered pursuant to the PSP Registration
Statement. By Post-Effective Amendment No. 1 to the PSP Registration
Statement filed simultaneously with the filing of this Registration
Statement, these latter shares have been removed from registration under
the PSP Registration Statement. The 1,300,000 shares of the Corporation
common stock remaining on the PSP Registration Statement remain registered
thereunder and are available for use in connection with the PSP Plan.
As described above, this Registration Statement registers an aggregate
of 43,282,407 shares of the Corporation's common stock. These shares are
allocated among the plans to which this Registration Statement pertains as
follows: Lockheed Martin Corporation Salaried Savings Plan, 22,500,000
shares; Lockheed Martin Corporation Salaried Savings Plan II, 17,282,406
shares; Lockheed Martin Corporation Hourly Employee Savings Plan Plus,
2,900,000 shares; Lockheed Martin Corporation Hourly Employee Investment
Plan Plus, 600,000 shares.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference
and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Commission on March 13, 1996;
(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) The Registrant's Current Report on Form 8-K filed with the
Commission on January 12, 1996;
(d) The Registrant's Current Report on Form 8-K filed with the
Commission on April 5, 1996;
(e) The Registrant's Current Report on Form 8-K filed with the
Commission on May 2, 1996;
(f) The Registrant's Current Report on Form 8-K/A filed with the
Commission on May 8, 1996;
(g) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 filed with the Commission on May 15, 1996;
(h) The Registrant's Current Report on Form 8-K filed with the
Commission on May 20, 1996;
(i) The Registrant's Current Report on Form 8-K filed with the
Commission on May 28, 1996;
(j) The Registrant's Current Report on Form 8-K filed with the
Commission on June 18, 1996;
(k) The Registrant's Current Report on Form 8-K filed with the
Commission on June 25, 1996;
(l) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 filed with the Commission on August 13, 1996;
-2-
<PAGE>
(m) The Annual Report on Form 11-K filed with the Commission on
June 27, 1996 by the Lockheed Salaried Employee Savings Plan Plus, the
Lockheed Hourly Employee Savings Plan Plus and the Lockheed Space
Operations Company Hourly Employee Investment Plan Plus;
(n) The Annual Report on Form 11-K filed with the Commission on
June 27, 1996 by the Martin Martin Corporation Performance Sharing Plan;
(o) The Registrant's Current Report on Form 8-K filed with the
Commission on October 11, 1996; and
(p) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 filed with the Commission on November 13,
1996; and
(q) The Registrant's Current Report on Form 8-K filed with the
Commission on January 21, 1997.
All documents subsequently filed by the Registrant 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
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
eligible to participate in the Plans.
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
-3-
<PAGE>
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 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.
--------
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Coopers & Lybrand L.L.P.
-4-
<PAGE>
23-C. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5
hereof).
24. Powers of Attorney.
The Registrant hereby represents that it will submit or has submitted
the Plans covered by this Registration Statement to the Internal Revenue
Service in a timely manner and has made or will make all changes required
by the Internal Revenue Service in order to qualify the Plans.
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of
-5-
<PAGE>
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
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.
-6-
<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
on the date indicated below.
LOCKHEED MARTIN CORPORATION
Date: January 21, 1997 By: /s/ Stephen M. Piper
--------------------------------
Stephen M. Piper
Associate General Counsel and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the County of Montgomery, State of Maryland.
Date: January 21, 1997 LOCKHEED MARTIN CORPORATION SALARIED
SAVINGS PLAN
By: /s/ Thomas F. Kinstle
---------------------------------
Thomas F. Kinstle
Vice President -- Employee
Benefits
LOCKHEED MARTIN CORPORATION SALARIED
SAVINGS PLAN II
By: /s/ Thomas F. Kinstle
---------------------------------
Thomas F. Kinstle
Vice President -- Employee
Benefits
LOCKHEED MARTIN CORPORATION
HOURLY EMPLOYEE SAVINGS PLAN PLUS
By: /s/ Thomas F. Kinstle
---------------------------------
Thomas F. Kinstle
Vice President -- Employee
Benefits
LOCKHEED MARTIN CORPORATION HOURLY
EMPLOYEE INVESTMENT PLAN PLUS
By: /s/ Thomas F. Kinstle
---------------------------------
Thomas F. Kinstle
Vice President -- Employee
Benefits
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Norman R. Augustine Chief Executive Officer January 21, 1997
------------------- and Director
Norman R. Augustine*
/s/ Marcus C. Bennett Chief Financial January 21, 1997
----------------- Officer and Director
Marcus C. Bennett*
/s/ Robert E. Rulon Chief Accounting January 21, 1997
--------------- Officer
Robert E. Rulon*
/s/ Vance D. Coffman Director January 21, 1997
----------------
Vance D. Coffman*
/s/ Houston I. Flournoy Director January 21, 1997
-------------------
Houston I. Flournoy*
/s/ James F. Gibbons Director January 21, 1997
----------------
James F. Gibbons*
/s/ Edward E. Hood, Jr. Director January 21, 1997
-------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director January 21, 1997
--------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director January 21, 1997
-----------------
Gwendolyn S. King*
/s/ Frank C. Lanza Director January 21, 1997
--------------
Frank C. Lanza*
/s/ Vincent N. Marafino Director January 21, 1997
-------------------
Vincent N. Marafino*
/s/ Eugene F. Murphy Director January 21, 1997
----------------
Eugene F. Murphy*
/s/ Allen E. Murray Director January 21, 1997
----------------
Allen E. Murray*
/s/ Bernard L. Schwartz Director January 21, 1997
-------------------
Bernard L. Schwartz*
/s/ Daniel M. Tellep Director January 21, 1997
----------------
Daniel M. Tellep*
<PAGE>
/s/ Carlisle A.H. Trost Director January 21, 1997
-------------------
Carlisle A.H. Trost*
/s/ James R. Ukropina Director January 21, 1997
-----------------
James R. Ukropina*
/s/ Douglas C. Yearley Director January 21, 1997
------------------
Douglas C. Yearley*
*By:/s/ Stephen M. Piper January 21, 1997
--------------------
(Stephen M. Piper, Attorney-in-fact**)
- --------------------
**By authority of Powers of Attorney filed with this Registration Statement
on Form S-8
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description No.
------ ----------- ----
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Coopers & Lybrand L.L.P.
23-C. Consent of Stephen M. Piper, Esquire
(contained in Exhibit 5 hereof).
24. Powers of Attorney.
<PAGE>
Exhibit 5
[LETTERHEAD OF LOCKHEED MARTIN CORPORATION]
January 21, 1996
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
RE: Lockheed Martin Corporation
(i) Salaried Savings Plan, (ii) Salaried Savings Plan II, (iii) Hourly
Employee Savings Plan and (iv) Hourly Employee Investment Plan
(the "Plans")
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 43,282,406 shares of the common stock of Lockheed Martin Corporation
(the "Corporation") as well as an indeterminate amount of related plan interests
for use in connection with the Plans. The shares of common stock are allocated
among the Plans as follows: (i) Lockheed Martin Corporation Salaried Savings
Plan, 22,500,000 shares, (ii) Lockheed Martin Corporation Salaried Savings Plan
II, 17,282,406 shares, (iii) Lockheed Martin Corporation Hourly Employee Savings
Plan 2,900,000 shares, and (iv) Lockheed Martin Corporation Hourly Employee
Investment Plan, 600,000 shares. The Plans contemplate that common stock may be
treasury shares or authorized but unissued shares or may be acquired in the open
market.
As Associate General Counsel of the Corporation, I have examined such
corporate records, certificates and other documents and have reviewed such
questions of law as I deemed necessary or appropriate for the purpose of this
opinion. Based upon that examination and review, I advise you that in my
opinion:
(i) the Corporation has been duly incorporated and is validly existing
under the laws of the State of Maryland; and
(ii) to the extent that the operation of the Plans results in the issuance
of common stock, such shares of common stock have been duly and validly
authorized and, when issued in accordance with the terms set forth in the
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
Associate General Counsel
<PAGE>
EXHIBIT 23-A
ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin Corporation's
Registration Statement (Form S-8) pertaining to: (1) Lockheed Martin Corporation
Salaried Savings Plan, (2) Lockheed Martin Corporation Salaried Savings Plan II,
(3) Lockheed Martin Corporation Hourly Employee Savings Plan Plus, and (4)
Lockheed Martin Corporation Hourly Employee Investment Plan Plus of our reports:
(a) dated January 23, 1996, with respect to the consolidated financial
statements of Lockheed Martin Corporation incorporated by reference in its
Annual Report (Form 10-K); and (b) dated May 31, 1996, with respect to the
financial statements and schedules of (1) Lockheed Martin Corporation Salaried
Savings Plan (formerly known as the Lockheed Salaried Employee Savings Plan
Plus), (2) Lockheed Martin Corporation Salaried Savings Plan II (formerly known
as the Martin Marietta Corporation Performance Sharing Plan), (3) Lockheed
Martin Corporation Hourly Employee Savings Plan Plus (formerly known as the
Lockheed Hourly Employee Savings Plan Plus), and (4) Lockheed Martin Corporation
Hourly Employee Investment Plan Plus (formerly known as the Lockheed Space
Operations Company Hourly Employee Investment Plan Plus), included in each
Plan's Annual Report (Form 11-K); all for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Washington, DC
January 21, 1997
<PAGE>
Exhibit 23-B
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statements of
Lockheed Martin Corporation on Form S-8 (relating to the Lockheed Martin
Corporation Supplemental Savings Plan, the Lockheed Martin Corporation Salaried
Savings Plan, the Lockheed Martin Corporation Salaried Savings Plan II, the
Lockheed Martin Corporation Hourly Employee Savings Plan Plus and the Lockheed
Martin Corporation Hourly Employee Investment Plan Plus) of our report dated May
17, 1996 on our audits of the consolidated financial statements of Loral
Corporation and Subsidiaries -Retained Business, which is now known as Lockheed
Martin Tactical Systems Inc., a subsidiary of Lockheed Martin Corporation, as of
March 31, 1996 and 1995 and for the years ended March 31, 1996, 1995 and 1994,
which report is incorporated by reference in these Forms S-8 from Lockheed
Martin Corporation, Form 8K dated June 18, 1996.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
January 21, 1997
<PAGE>
Exhibit 24
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ NORMAN R. AUGUSTINE December 5, 1996
- -----------------------
Norman R. Augustine
Chief Executive Officer
and Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ MARCUS C. BENNETT December 5, 1996
- ---------------------
Marcus C. Bennett
Executive Vice President,
Chief Financial Officer
and Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ ROBERT E. RULON December 5, 1996
- -------------------
Robert E. Rulon
Chief Accounting Officer
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ VANCE D. COFFMAN December 5, 1996
- --------------------
Vance D. Coffman
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ HOUSTON I. FLOURNOY December 5, 1996
- -----------------------
Houston I. Flournoy
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ JAMES F. GIBBONS December 5, 1996
- --------------------
James F. Gibbons
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ EDWARD E. HOOD, JR. December 5, 1996
- -----------------------
Edward E. Hood, Jr.
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ CALEB B. HURTT December 5, 1996
- ------------------
Caleb B. Hurtt
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ GWENDOLYN S. KING December 5, 1996
- ---------------------
Gwendolyn S. King
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ FRANK C. LANZA December 5, 1996
- ------------------
Frank C. Lanza
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ VINCENT N. MARAFINO December 5, 1996
- -----------------------
Vincent N. Marafino
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ EUGENE F. MURPHY December 5, 1996
- --------------------
Eugene F. Murphy
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ ALLEN E. MURRAY December 5, 1996
- -------------------
Allen E. Murray
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ BERNARD L. SCHWARTZ December 5, 1996
- ----------------------
Bernard L. Schwartz
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, including, but not limited to, that listed below,
to execute and file, or cause to be filed, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements on Form S-8 for the purpose of registering (or
removing from registration) under the Securities Act of 1933, as amended
(the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans
listed below to be maintained by Lockheed Martin or its subsidiaries
(together with associated interests in the plans, if any) and amendments
thereto (including post-effective amendments), and all matters required by
the Commission in connection with such registration statements under the
Securities Act (collectively "Filings"), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and
agents, and each of them, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof. The foregoing Power of Attorney
relates to Filings with respect to the following employee benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for
Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan
Plus
/s/ DANIEL M. TELLEP December 5, 1996
--------------------
Daniel M. Tellep
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining
Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus
/s/ CARLISLE A.H. TROST December 5, 1996
- -----------------------
Carlisle A.H. Trost
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining
Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus
/s/ JAMES R. UKROPINA December 5, 1996
- --------------------
James R. Ukropina
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering (or removing from registration) under the Securities Act of 1933, as
amended (the "Securities Act"), common stock of Lockheed Martin Corporation
("Lockheed Martin") for use in connection with the employee benefit plans listed
below to be maintained by Lockheed Martin or its subsidiaries (together with
associated interests in the plans, if any) and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act
(collectively "Filings"), granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing
Power of Attorney relates to Filings with respect to the following employee
benefit plans:
(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining
Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus
/s/ DOUGLAS C. YEARLEY December 5, 1996
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Douglas C. Yearley
Director
