<PAGE>
As filed with the Securities and Exchange Commission on December 8, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
52-1893632
(I.R.S. Employee Identification No.)
_________________
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_________________
Lockheed Martin Corporation
Directors Equity Plan
(Full title of the plan)
_________________
Marian S. Block, Esquire
Vice President and Associate General Counsel
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Title of Maximum Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) per share(2) Price(2) Registration Fee(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 $19.40 $19,400,000 $5,122
$1.00 per share
- -------------------------------------------------------------------------------------------------------------------
Deferred Compensation -- -- (1) (1)
Payment obligations
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The proposed maximum amount registered also includes Deferred Compensation
Payment Obligations and any other securities which may be deemed issuable in
connection with the Plan. The Deferred Compensation Payment Obligations are
unsecured obligations of Lockheed Martin Corporation to pay deferred
compensation in the future in accordance with the terms of the Plan.
Participants in the Plan can elect to receive a grant in the form of stock
options or have compensation deferred treated as if such amount had been used to
purchase Lockheed Martin Corporation common stock. Since no additional
consideration is payable for such Deferred Compensation Payment Obligations or
other securities, no fee is payable by reason of the registration hereof. This
Registration Statement also covers an indeterminable number of additional
shares that may be issued as a result of an adjustment in the shares in the
event of a stock split, stock dividend or similar capital adjustment, as
required by the Plan.
(2) Estimated solely for calculating the amount of registration fee pursuant to
Rule 457(h) promulgated under the Securities Act of 1933, as amended. The price
stated is estimated solely for purposes of calculation of the registration fee
and is the product resulting from multiplying the number of shares of common
stock by $19.40, the average of the high and low prices of shares of the Common
Stock on the New York Stock Exchange on December 7, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees eligible to participate in the Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
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 herein by reference and
made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Commission on March 22, 1999;
(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 April 21, 1999;
(d) The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 1999 filed with the Commission on May 17, 1999;
(e) The Registrant's Current Report on Form 8-K filed with the Commission
on June 9, 1999;
(f) The Registrant's Current Report on Form 8-K filed with the Commission
on June 14, 1999;
(g) The Registrant's Current Report on Form 8-K filed with the Commission
on June 24, 1999;
(h) The Registrant's Current Report on Form 8-K filed with the Commission
on June 28, 1999;
(i) The Registrant's Current Report on Form 8-K filed with the Commission
on July 22, 1999;
(j) The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 1999 filed with the Commission on August 9, 1999;
(k) The Registrant's Current Report on Form 8-K filed with the Commission
on September 7, 1999;
(l) The Registrant's Current Reports on Form 8-K filed with the Commission
on September 16, 1999;
(m) The Registrant's Current Report on Form 8-K filed with the Commission
on September 20, 1999;
<PAGE>
(n) The Registrant's Current Report on Form 8-K filed with the Commission
on October 4, 1999;
(o) The Registrant's Current Report on Form 8-K filed with the Commission
on October 27, 1999;
(p) The Registrant's Current Report on Form 8-K filed with the Commission
on October 29, 1999 (as amended on Form 8-K/A filed on November 2, 1999);
(q) The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 1999 filed with the Commission on November 12, 1999;
(r) The Registrant's Current Report on Form 8-K filed with the Commission
on November 22, 1999;
(s) The Registrant's Registration Statement on Form S-3 (File No. 333-
71409) filed with the Commission on January 29, 1999 and Prospectus
Supplements filed pursuant to Rule 424(b) of Regulation C on November 11,
1999 and November 19, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.
ITEM 4. Description of Securities.
_______________________________
Under the Lockheed Martin Corporation Directors Equity Plan (the "Plan"),
Lockheed Martin Corporation (the "Corporation") provides outside directors the
opportunity to elect to receive a specified portion of their incentive
compensation in the form of stock options, deferred compensation payment
obligations (in the form of phantom stock units) or a combination of both. The
obligation of the Corporation to distribute the deferred compensation
obligations, together with earnings (or losses) if any, (the "Deferred
Compensation Payment Obligations"), will be unsecured general obligations of the
Corporation to pay the Deferred Compensation Payment Obligations in the future
in accordance with the terms of the Plan, and will rank pari passu with other
unsecured general obligations of the Corporation.
Under the Plan, participants may elect to receive Deferred Compensation
Payment Obligations. This is, however, only a bookkeeping entry and not an
actual purchase of the Registrant's Common Stock. For purposes of this
Registration Statement, these investments are referred to as Phantom Stock
Units. The value of Phantom Stock Units will fluctuate based on changes in the
value of Lockheed Martin Corporation Common Stock. To the extent that dividends
are paid on Lockheed Martin Corporation Common Stock, a like amount will be
added to the participant's account and reinvested in Phantom Stock Units. This
right to accrue earnings (or losses) based on the fluctuations in the value of
Lockheed Martin Corporation Common Stock may be deemed to be a "security" under
the Securities Act of 1933 and, as such, is being registered on this
Registration Statement on Form S-8.
The description of the Registrant's Common Stock is included in the
Registrant's Registration Statement on Form 8-B, as amended by Form 8-B/A filed
on March 9, 1995, which is incorporated by reference herein.
ITEM 5. Interests of Named Experts and Counsel.
_______________________________
The Opinion of Counsel as to the legality of the securities being issued
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.
<PAGE>
___________________
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 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
<PAGE>
ITEM 8. Exhibits.
___________________
4 Lockheed Martin Corporation Directors Equity Plan (incorporated by
reference from the the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 filed with the Commission on March 22, 1999,
File No. 1-11437).
5 Opinion of Broc Romanek, Esquire.
23-A Consent of Ernst & Young LLP, Independent Auditors.
23-B Consent of Broc Romanek, Esquire (contained in Exhibit 5 hereof).
24 Powers of Attorney.
ITEM 9. Undertakings.
___________________
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in
<PAGE>
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.
<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 City of Bethesda, State of Maryland.
LOCKHEED MARTIN CORPORATION
Date: December 6, 1999 /s/ Marian S. Block
-------------------------------------------
By: Marian S. Block
Vice President and Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Chairman and Chief
-------------------------- Executive Officer December 6, 1999
Vance D. Coffman (Principal Executive
Officer)
* Executive Vice President December 6, 1999
-------------------------- and Chief Financial Officer
Robert J. Stevens (Principal Financial
Officer)
* Vice President and December 6, 1999
-------------------------- Controller (Principal
Christopher E. Kubasik Accounting Officer)
The registration statement also has been signed on the date indicated by the
following directors, who constitute a majority of the Board of Directors:
Norman R. Augustine* Caleb B. Hurtt*
Marcus C. Bennett* Gwendolyn S. King*
Lynne V. Cheney* Eugene F. Murphy*
Vance D. Coffman* Frank Savage*
Houston I. Flournoy* James F. Gibbons*
Carlisle A.H. Trost* James R. Ukropina*
Edward E. Hood, Jr.* Douglas C. Yearley*
By: /s/ Marian S. Block
- ------------------------
*Marian S. Block December 6, 1999
(Attorney-in-fact**)
**By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4 Lockheed Martin Corporation Directors Equity Plan (incorporated by
reference from the the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 filed with the Commission on March 22,
1999, File No. 1-11437).
5 Opinion of Broc Romanek, Esquire.
23-A Consent of Ernst & Young LLP, Independent Auditors.
23-B Consent of Broc Romanek, Esquire. (contained in Exhibit 5 hereof).
24 Powers of Attorney.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LOCKHEED MARTIN CORPORATION]
December 6, 1999
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Opinion re: Legality - Registration of Securities for use with respect
to Lockheed Martin Corporation Directors Equity Plan
Ladies and Gentleman:
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 1,000,000 shares of Lockheed Martin Corporation (the "Corporation")
common stock (the "Common Stock") or, in the alternative or a combination
thereof, deferred compensation payment obligations (the "Deferred Compensation
Payment Obligations") as well as Reference Units (as defined below) for use in
connection with the Lockheed Martin Corporation Directors Equity Plan (the
"Plan").
The Deferred Compensation Payment Obligations are unsecured obligations of
the Corporation to pay deferred compensation in the future in accordance with
the terms of the Plan. The Reference Units represent the right of a participant
in the Plan to have compensation deferred treated as if the amount deferred had
been used to purchase Lockheed Martin Corporation Common Stock such that
Reference Units will accrue earnings (or losses) on Deferred Compensation
Payment Obligations based on the performance of Lockheed Martin Corporation
Common Stock.
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 on that examination and review, I advise you that in my opinion:
(i) the Corporation has been duly incorporated and is validly existing
under the laws of the State of Maryland;
(ii) 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
Plan, will be legally issued, fully paid and non-assessable; and
(iii) when issued in accordance with the provisions of the Plan, the
Deferred Compensation Payment Obligations and the Reference Units will be
valid and binding obligations of the Corporation, enforceable in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to
or affecting enforcement of creditors' rights or by general equity
principles.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement. In giving my consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Broc Romanek
Broc Romanek
Assistant General Counsel
Lockheed Martin Corporation
cc: Frank H. Menaker, Jr.
<PAGE>
EXHIBIT 23.A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Lockheed Martin Corporation Directors Equity Plan of our
report dated January 22, 1999, except for the third paragraph of Note 4, as to
which the date is February 11, 1999, with respect to the consolidated financial
statements of Lockheed Martin Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
December 3, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Vance D. Coffman
Chairman and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Norman R. Augustine
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Marcus C. Bennett
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Lynne V. Cheney
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Houston I. Flournoy
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ James F. Gibbons
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Edward E. Hood, Jr.
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Caleb B. Hurtt
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Gwendolyn S. King
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Eugene F. Murphy
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Frank Savage
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Carlisle A. H. Trost
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ James R. Ukropina
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ February 25, 1999
/s/ Douglas C. Yearley
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ December 2, 1999
/s/ Robert J. Stevens
Executive Vice President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Corporation Directors Equity Plan and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney's-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________________________ December 2, 1999
/s/ Christopher E. Kubasik
Vice President and Controller
